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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
PROVIDENT BANCORP, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
743834-20-2
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(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
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(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 16 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 16 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
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8 SHARED VOTING POWER
5,488,078 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
6,476,278 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,476,278 (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)
15.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 743834-20-2 13D Page 3 of 16 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*
PF
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
2,769,188
8 SHARED VOTING POWER
5,488,078 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
2,769,188
10 SHARED DISPOSITIVE POWER
6,476,278 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,245,466 (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)
22.2% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 4 of 16 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
1,677,206
8 SHARED VOTING POWER
5,488,078 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
1,677,206
10 SHARED DISPOSITIVE POWER
6,476,278 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,153,484 (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)
19.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 5 of 16 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
2,082,904
8 SHARED VOTING POWER
5,488,078 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
2,082,904
10 SHARED DISPOSITIVE POWER
6,476,278 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,559,182 (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)
20.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 743834-20-2 13D Page 6 of 16 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
2,420,185
8 SHARED VOTING POWER
5,488,078 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
2,420,185
10 SHARED DISPOSITIVE POWER
6,476,278 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,896,463 (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)
21.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 20 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American Financial
Corporation ("AFC"), and Carl H. Lindner ("CHL"), Carl H. Lindner III
("CHLIII"), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL")
(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 February 12, 1996, 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, 1996, the Lindner Family beneficially owned
approximately 32% 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.
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Item 4. Purpose of the Transaction.
During November and December 1996, the Reporting Persons had
engaged in the following transactions involving shares of Provident Common
Stock (any purchases were made with funds available for investment):
Shares Acquired/ Date of Purchase/
(Disposed) of (a) Transaction Sale Price (a) Holder
500 11/07/96 $44.16 CHL
12,000 11/08/96 45.00 CHL
6,579 11/13/96 45.06 CHL
1,000 11/14/96 45.40 CHL
3,000 11/15/96 45.90 CHL
2,000 11/15/96 46.03 CHL
300 11/18/96 45.88 CHL
300 11/18/96 45.91 CHL
(870) 11/18/96 Gift KEL
1,100 11/19/96 51.65 CHL
(3,000) 11/25/96 53.19 SCL
(3,846) 11/26/96 Gift CHL
(5,770) 11/26/96 Gift CHLIII
(19) 11/27/96 Gift KEL
3,700 12/03/96 54.15 CHL
(2,000) 12/03/96 54.67 SCL
(1,000) 12/03/96 54.42 SCL
(2,000) 12/03/96 53.80 SCL
(3,000) 12/03/96 53.92 SCL
(2,000) 12/05/96 55.92 SCL
(5,455) 12/06/96 Gift CHLIII
(8,182) 12/06/96 Gift CHLIII
(3,000) 12/10/96 Gift SCL
(700) 12/10/96 Gift SCL
___________________
(a) These transactions have not been adjusted to reflect the Issuer's
subsequent 3 for 2 stock split effective December 19, 1996.
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.
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Item 5. Interest in Securities of the Issuer.
As of December 31, 1996, the Reporting Persons beneficially owned
15,425,761 shares (or approximately 37.0% of the outstanding shares) of
Provident Common Stock as follows:
Holder Number of Shares
GAI 5,231,893
GALIC 256,185
LOYAL (a) 494,100
PRAIRIE (a) 494,100
Carl H. Lindner (b) 2,769,188
Carl H. Lindner III (c) 1,677,206
S. Craig Lindner (d) 2,082,904
Keith E. Lindner (e) 2,420,185
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Total: 15,425,761
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 2,096,959 shares held by his spouse and 80,583
shares held by a foundation over which he has voting and
investment power. Does not include the 5,488,078 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 988,200 shares issuable to
subsidiaries of American Financial upon conversion of preferred
stock.
(c) Includes 4,171 shares held by his spouse. Does not
include shares beneficially owned by American Financial. See
Note (b).
(d) Includes 329,231 shares held by his spouse individually
and as custodian for their minor children and 24,787 shares held
by a foundation over which he has voting and investment power.
Does not include shares beneficially owned by American Financial.
See Note (b).
(e) Includes 168,750 shares held by his spouse and 3,926
shares held as custodian for his minor children. Also includes
346,920 shares which are held in a trust for the benefit of the
minor children of Carl H. Lindner III and S. Craig Lindner, over
which shares he has sole voting and investment power but no
pecuniary interest. Does not include shares beneficially owned
by American Financial. See Note (b).
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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 21,714
Fred J. Runk 223,102
Thomas E. Mischell 1,221,936(a)
Sandra W. Heimann 775,583
Robert C. Lintz 5,062
William R. Martin 708
Thomas E. Emmerich 2,625
Thomas M. Hunt 3,000
(a) Includes 1,181,250 shares in an irrevocable trust of which
he is co-trustee; the trustees have the power to vote and dispose
of the shares.
As of December 31, 1996, and within the prior 60 day period, 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.
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.
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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 24, 1997
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
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Deputy General Counsel and Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
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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\PROV20.DOC
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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
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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
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POWER OF ATTORNEY
I, Carl H. Lindner III, 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/ Carl H. Lindner III
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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
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POWER OF ATTORNEY
I, Keith 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
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