<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
PROVIDENT BANCORP, INC.
-----------------------------------------------------
(Name of Issuer)
Class A Common Stock, No Par Value
----------------------------------------
(Title of Class of Securities)
743834-20-2
---------------------
(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1995
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 15 Pages
<PAGE>
CUSIP NO. 743834-20-2 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,878,346 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
<PAGE>
CUSIP NO. 743834-20-2 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
575,212
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
575,212
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,453,558 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 4 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
777,040
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
777,040
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,655,387 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 5 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
937,110
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
937,110
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,815,456 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 6 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
1,083,301
8 SHARED VOTING POWER
2,439,146 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
1,083,301
10 SHARED DISPOSITIVE POWER
2,878,346 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,961,648 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 18 to Schedule 13D is filed on behalf
of American Financial Group, Inc. ("American Financial"),
American Financial Corporation ("AFC"), and Carl H. Lindner, Carl
H. Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the "Lindner Family") (American Financial, AFC and
the Lindner Family are collectively referred to as the "Reporting
Persons"), to amend and update the Schedule 13D most recently
amended on December 4, 1995, relative to the no par value Common
Stock ("Common Stock") issued by Provident Bancorp, Inc.
("Provident").
The principal executive offices of Provident are located
at One East Fourth Street, Cincinnati, Ohio 45202. All
capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Schedule 13D, as amended. Items
not included in this amendment are either not amended or are not
applicable.
As of December 31, 1995, the Lindner Family beneficially
owned approximately 44% of the outstanding voting stock of
American Financial and American Financial beneficially owned all
of the common stock of AFC (approximately 79% of AFC's
outstanding voting equity securities).
Item 3. Source and Amount of Funds or Other Consideration.
Please see Item 4.
Item 4. Purpose of the Transaction.
On December 27, 1995, American Financial and Provident
entered into a Plan of Reorganization pursuant to which all
shares of Provident Series C Convertible Preferred Stock ("C
Preferred") were exchanged for an identical number of shares of
Provident Series D Convertible Preferred Stock ("D Preferred").
The terms of the Provident C Preferred permited American
Financial, its subsidiaries or affiliates to convert the C
Preferred into Provident Common Stock only so long as American
Financial, its subsidiaries or affiliates did not, in the
aggregate, beneficially own in excess of 9.9% of Provident's
voting equity securities. The terms of the Provident D Preferred
permit American Financial, its subsidiaries and affiliates to
convert the D Preferred into Provident Common Stock at any time.
On December 27, 1995, GAI converted all 301,146 shares of
its Provident D Preferred into 1,882,162 shares of Provident
Common Stock and on December 29, 1995 GALIC transferred 35,136
shares of its Provident D Preferred to each of Loyal American
Life Insurance Company and Prairie States Life Insurance Company,
each wholy-owned subsidiaries of GALIC.
- 7 -
<PAGE>
The Reporting Persons consider their beneficial ownership
of Provident equity securities as an investment which they
continue to evaluate. Although they have no present plans to do
so, from time to time the Reporting Persons may acquire
additional Provident equity securities or dispose of some or all
of the Provident equity securities which they beneficially own.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of December 31, 1995, the Reporting Persons
beneficially owned 6,251,009 shares (or approximately 34.8% of
the outstanding shares) of Provident Common Stock as follows:
Holder Number of Shares
GAI 2,325,286
GALIC 113,860
LOYAL (a) 219,600
PRAIRIE (a) 219,600
Carl H. Lindner (b) 575,212
Carl H. Lindner III (c) 777,040
S. Craig Lindner (d) 937,110
Keith E. Lindner (e) 1,083,301
---------
Total: 6,251,009
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 81.4% owned by
American Financial
LOYAL = Loyal American Life Insurance Company, 100% owned by GALIC
PRAIRIE = Prairie States Life Insurance Company, 100% owned by GALIC
(a) Represents shares issuable upon conversion of Provident D
Preferred.
(b) Includes 459,892 shares held by his spouse and
38,481 shares held by a foundation over which he has
voting and investment power. Does not include 2,439,146
shares held by subsidiaries of American Financial, of
which he is Chairman of the Board and Chief Executive
Officer and with whom he shares voting and investment
power and 439,200 shares issuable to subsidiaries of
American Financial upon conversion of preferred stock.<PAGE>
- 8 -
<PAGE>
(c) Includes 1,854 shares held by his spouse. Does not
include shares beneficially owned by American Financial.
See Note (c).
(d) Includes 146,326 shares held by his spouse individually
and as custodian for their minor children and 3,000
shares held by a foundation over which he has voting and
investment power. Does not include shares beneficially
owned by American Financial. See Note (c).
(e) Includes 1,746 shares he holds as custodian for his minor
children, 151,281 held in two trusts for the benefit of
his minor children, over which he or his spouse have
shared voting and investment power. Also includes
134,188 shares which are held in a trust for the benefit
of the minor children of Carl H. Lindner III and 20,000
shares which are held in a trust for the benefit of the
minor children of S. Craig Lindner, in each case over
which he has sole voting and investment power but no
pecuniary interest. Does not include shares beneficially
owned by American Financial. See Note (c).
Certain officers and directors of American Financial and
AFC beneficially own shares of Provident Common Stock as follows:
Holder Number of Shares
James E. Evans 9,651
Fred J. Runk 66,105
Thomas E. Mischell 543,083 (a)
Sandra W. Heimann 341,221
Robert C. Lintz 2,250
(a) Includes 525,000 shares in an irrevocable trust of which
he is co-trustee; the trustees have the power to vote and
dispose of the shares.
On December 11, 1995 Carl H. Lindner disposed of 100
shares of Provident Common Stock by gift. Between December 21,
1995 and December 29, 1995, Carl H. Lindner's spouse purchased an
aggregate of 134,100 shares of Provident Common Stock in market
transactions at an average price of $47.34 per share. Between
December 5, 1995 and December 19, 1995, Ms. Heimann purchased an
aggregate of 22,500 shares of Provident Common Stock in market
transactions at an average price of $45.81 per share and disposed
of 9,015 shares by gift on December 27, 1995. On December 20,
1995 and December 21, 1995 S. Craig Lindner gifted an aggregate
of 475 shares of Provident Common Stock. As of December 31,
1995, and within the last 60 days, to the best knowledge and
belief of the undersigned, other than as described herein, no
transactions involving Provident equity securities had been
engaged in by the Reporting Persons or by the directors or
executive officers of American Financial or AFC.
- 9 -
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
American Financial has agreed with the Board of Governors
of the Federal Reserve System that any shares of Provident Common
Stock received upon conversion of Provident D Preferred (taken
with all other Provident voting shares beneficially owned by
American Financial), which represent more than 4.9% of
Provident's outstanding voting shares, will be voted in strict
proportion with all other (non-American Financial held)
outstanding Provident voting shares.
Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities Exchange
Act of 1934, as amended.
(2) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: January 5, 1996
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
Deputy General Counsel and Secretary
James C. Kennedy,
As Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
G:\USERS\LEGAL\13D\PROV18.DOC
- 10 -
<PAGE>
Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and
among American Premier Group, Inc. ("American Premier") and
American Financial Corporation ("AFC"), both Ohio corporations,
located at One East Fourth Street, Cincinnati, Ohio 45202, and
Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig
Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual,
the business address of each is One East Fourth Street,
Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred
to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier
owns 100% of the common stock of AFC and the Lindner Family
beneficially owns approximately 49.9% of American Premier's
outstanding Common Stock and each member of the Lindner Family is
a director and executive officer of American Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the beneficial
owner of securities held by American Premier, AFC and their
subsidiaries pursuant to Regulation Section 240.13d-3 promulgated
under the Securities Exchange Act of 1934, as amended;
WHEREAS, American Premier and AFC and their subsidiaries from
time to time must file statements pursuant to certain sections of
the Securities Exchange Act of 1934, as amended, concerning the
ownership of equity securities of public companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and
the Lindner Family, do hereby agree to file jointly with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by or on behalf of American Premier,
AFC or any of their subsidiaries pursuant to Section 13(d),
13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934,
as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By:/s/ James E. Evans
Vice President & General Counsel
/s/ Carl H. Lindner
/s/ Carl H. Lindner III
/s/ S. Craig Lindner
/s/ Keith E. Lindner
- 11 -
<PAGE>
Exhibit 2
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and James
C. Kennedy, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as Chairman of the
Board of Directors and Chief Executive Officer of American
Premier Group, Inc. or as a director or executive officer of any
of its subsidiaries and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto
made by me or on behalf of American Premier Group, Inc. or any of
its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and
14(d) of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner
- 12 -
<PAGE>
POWER OF ATTORNEY
I, Carl H. Lindner III, do hereby appoint James E. Evans a nd
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Premier Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Premier Group, Inc. or any of its subsidiaries pursuant
to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner III
- 13 -
<PAGE>
POWER OF ATTORNEY
I, S. Craig Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Premier Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Premier Group, Inc. or any of its subsidiaries pursuant
to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ S. Craig Lindner
- 14 -
<PAGE>
POWER OF ATTORNEY
I, Keit h E. Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Premier Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Premier Group, Inc. or any of its subsidiaries pursuant
to Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Keith E. Lindner
- 15 -
