<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 22)
PROVIDENT FINANCIAL GROUP, INC.
-----------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
----------------------------------------
(Title of Class of Securities)
743866 10 5
---------------------
(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
-------------------------------------------------------
(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 [ ].
Page 1 of 18 Pages
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CUSIP NO. 743834-20-2 13D Page 2 of 18 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
5,472,280 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,460,480 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,460,480 (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)
15.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
<PAGE>
CUSIP NO. 743834-20-2 13D Page 3 of 18 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
3,203,476
8 SHARED VOTING POWER
5,472,280 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
3,203,476
10 SHARED DISPOSITIVE POWER
6,460,480 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,663,956 (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)
22.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 4 of 18 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
1,571,602
8 SHARED VOTING POWER
5,472,280 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
1,571,602
10 SHARED DISPOSITIVE POWER
6,460,480 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,032,082 (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)
18.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 5 of 18 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
2,017,340
8 SHARED VOTING POWER
5,472,280 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
2,017,340
10 SHARED DISPOSITIVE POWER
6,460,480 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,477,820 (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)
19.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 743834-20-2 13D Page 6 of 18 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
2,396,222
8 SHARED VOTING POWER
5,472,280 (See Items 5 & 6)
9 SOLE DISPOSITIVE POWER
2,396,222
10 SHARED DISPOSITIVE POWER
6,460,480 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,856,702 (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
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 21 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial" or "AFG"),
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")
(AFG, AFC and the Lindner Family are collectively referred to as
the "Reporting Persons"), to amend and update the Schedule 13D
most recently amended on January 24, 1997, relative to the no par
value Common Stock ("Common Stock") issued by Provident Financial
Group, Inc. (formerly Provident Bancorp, Inc.) (referred to
herein as "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 September 30, 1997, the Lindner Family beneficially
owned approximately 32% of the outstanding voting stock of AFG
and AFG beneficially owned all of the common stock of AFC
(approximately 76% of AFC's outstanding voting equity
securities).
Item 2. Identity and Background.
See the schedule attached hereto as Exhibit 1 which contains
additional information concerning the Lindner Family, AFG and
AFC.
Item 4. Purpose of the Transaction.
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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<PAGE>
Item 5. Interest in Securities of the Issuer.
As of October 31, 1997, the Reporting Persons beneficially
owned 15,649,120 shares (or approximately 36.4% of the
outstanding shares) of Provident Common Stock as follows:
Holder Number of Shares
------------- ----------------
GAI 5,231,893
GALIC 240,387
LOYAL (a) 494,100
AML (a) 494,100
Carl H. Lindner (b) 3,203,476
Carl H. Lindner III (c) 1,571,602
S. Craig Lindner (d) 2,017,340
Keith E. Lindner (e) 2,396,222
---------
Total: 15,649,120
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 81% owned by AFG
LOYAL = Loyal American Life Insurance Company, 100% owned by
GALIC
AML = American Memorial Life Insurance Company, 100% owned by
GALIC
(a) Represents shares issuable upon conversion of Provident D
Preferred.
(b) Includes 2,635,090 shares held by his spouse and 45,535
shares held by a foundation over which he has voting and
investment power. Does not include the shares held by
subsidiaries of AFG, of which he is Chairman of the Board
and Chief Executive Officer and with whom he shares voting
and investment power and the 988,200 shares issuable to
subsidiaries of AFG upon conversion of preferred stock.
(c) Includes 4,732 shares held by his spouse, individually and
as trustee. Does not include shares beneficially owned by
AFG. See Note (b).
(d) Includes 334,136 shares held by his spouse individually and
as custodian for their minor children and 44,887 shares held
by a foundation over which he has voting and investment
power. Does not include shares beneficially owned by AFG.
See Note (b).
(e) Includes 169,311 shares held by his spouse and 5,609 shares
held as custodian for his minor children. Also includes
349,164 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 AFG. See Note (b).
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<PAGE>
Certain officers and directors of AFG and AFC beneficially
own shares of Provident Common Stock as follows:
Holder Number of Shares
------------------- ----------------
James E. Evans 24,414
Fred J. Runk 148,735
Thomas E. Mischell 1,221,934(a)
Sandra W. Heimann 644,102
Robert C. Lintz 5,062
William R. Martin 707
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 October 31, 1997 and within the prior 60 day period,
the Reporting Persons have entered into the following
transactions involving Provident Financial Group, Inc. Common
Stock. On various dates ranging from September 3 through
September 29, 1997, Carl H. Lindner made gifts of 10,161 shares
of Common Stock and on October 1, 1997, acquired, through a trust
distribution, 106,306 shares of Common Stock. On September 24,
1997, Carl H. Lindner III made gifts of 1,010 shares of Common
Stock. On September 4, 1997, S. Craig Lindner disposed of 700
shares of Common Stock at $48.17 per share in an open market
transaction. On various dates ranging from September 18 through
October 29, 1997, S. Craig Lindner and a foundation over which he
has voting and/or investment power, made gifts of 2,770 shares of
Common Stock. On various dates ranging from September 23 through
October 28, 1997, Keith E. Lindner gifted 13,511 shares of Common
Stock. On September 4 and 5, 1997, Mrs. Heimann sold 32,500
shares of Common Stock at an aggregate price of $46.23 per share
in open market transactions. 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
AFG or AFC.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
AFG 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 AFG), which
represent more than 4.9% of Provident's outstanding voting
shares, will be voted in strict proportion with all other (non-
AFG held) outstanding Provident voting shares.
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<PAGE>
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) 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: November 25, 1997
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
-----------------------------------
- -----
Deputy General Counsel and
Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
-----------------------------------
- -----
Deputy General Counsel and
Secretary
James C. Kennedy
-----------------------------------
- -----
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\PROV22.DOC
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<PAGE>
Exhibit 1
Item 2. Identity and Background.
AFG is a holding company which was formed to acquire and own
all of the outstanding common stock of both American Financial
Corporation ("AFC") and American Premier Underwriters, Inc. in a
transaction which was consummated in 1995. AFG is engaged
primarily in specialty and multi-line property and casualty
insurance businesses and in the sale of tax-deferred annuities
and certain life and health insurance products.
Carl H. Lindner's principal occupation is as Chairman of the
Board of Directors and Chief Executive Officer of AFG. Mr.
Lindner has been Chairman of the Board and Chief Executive
Officer of AFC since it was founded over 35 years ago and has
been Chairman of the Board and Chief Executive Officer of
American Premier Underwriters, Inc. since 1987.
Carl H. Lindner III's principal occupation is as Co-
President of AFG. He is also Co-President of AFC.
S. Craig Lindner's principal occupations are as Co-President
of AFG and President of American Annuity Group, Inc., an
affiliate of AFG. He is also Co-President of AFC.
Keith E. Lindner's principal occupations are as Co-President
of AFG and Vice Chairman of the Board of Directors of Chiquita
Brands International, Inc., an affiliate of AFG. He is also Co-
President of AFC.
The identity and background of the executive officers,
directors and controlling persons of AFG and AFC (other than the
Lindner Family, which is set forth above) are as follows:
1. Theodore H. Emmerich is a retired managing partner of
Ernst & Young, certified public accountants, Cincinnati, Ohio.
He is presently a director of AFG and AFC. Mr. Emmerich's
address is 1201 Edgecliff Place, Cincinnati, Ohio, 45206.
2. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of AFG. He is also Senior Vice
President and General Counsel of AFC.
- 11 -
<PAGE>
3. Thomas M. Hunt's principal occupation is as President of
Hunt Petroleum Corporation, an oil and gas production company.
He is presently a director of AFG and AFC. Mr. Hunt's business
address is 5000 Thanksgiving Tower, 1601 Elm Street, Dallas,
Texas, 75201.
4. William R. Martin's principal occupation is as Chairman
of the Board of MB Computing, Inc., a privately held computer
software development company. He is presently a director of AFG
and AFC. Mr. Martin's business address is 245 46th Avenue, St.
Petersburg Beach, Florida 33706.
6. Gregory C. Thomas, for more than five years prior to
his retirement in September 1996, was Executive Vice President
and Chief Financial Officer of Citicasters Inc. Mr. Thomas'
address is 1026 Stephens Road, Maineville, Ohio 45039.
7. William W. Verity's principal occupation is as Chairman
and Chief Executive Officer of ENCOR Holdings, Inc., develop and
manufacture of plastic molded components. He is also a director
of Chiquita. Mr. Verity's address is 3905 Vincennes Road, Suite
305, Indianapolis, Indiana 46268.
8. Alfred W. Martinelli's principal occupation is as
Chairman of the Board and Chief Executive Officer of Buckeye
Management Company, which is the sole general partner of Buckeye
Partners, L.P., a limited partnership principally engaged in
pipeline transportation of refined petroleum. Mr. Martinelli's
address is 269 Glenmoor Road, Gladwyne, Pennsylvania 19035. He
is also a director of AAG.
9. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of AFG. He is also Senior Vice President
and Treasurer of AFC.
10. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of AFG. He is also a Senior Vice
President of AFC.
The following are persons who are executive officers of AFC
who are not also executive officers of AFG:
1. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
2. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
The Lindner Family and AFG may be deemed to be controlling
persons with respect to AFC.
-12-
<PAGE>
Unless otherwise noted, the business address of AFG, AFC and
each of the persons listed above is One East Fourth Street,
Cincinnati, Ohio, 45202, and all of the individuals are citizens
of the United States.
None of the persons listed above have during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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<PAGE>
Exhibit 2
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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<PAGE>
Exhibit 3
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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
Financial 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 Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f),
13(g), 14(d) and 16(a) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner
-----------------------------------
Carl H. Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner III, do hereby appoint James C. Kennedy
and Karl J. Grafe, 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 Financial 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 Financial Group, Inc. or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner III
-----------------------------------------
Carl H. Lindner III
- 16 -
<PAGE>
POWER OF ATTORNEY
-----------------
I, S. Craig Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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 Financial 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
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ S. Craig Lindner
-----------------------------------------
S. Craig Lindner
- 17 -
<PAGE>
POWER OF ATTORNEY
-----------------
I, Keith E. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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 Financial 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
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Keith E. Lindner
-----------------------------------------
Keith E. Lindner
- 18 -
