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. 23)
PROVIDENT FINANCIAL GROUP, INC.
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(Name of Issuer)
Common Stock, No Par Value
----------------------------------------
(Title of Class of Securities)
743866 10 5
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(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 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
5,440,674
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,428,874
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,428,874
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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*
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
666,889
8 SHARED VOTING POWER
6,107,563
9 SOLE DISPOSITIVE POWER
666,889
10 SHARED DISPOSITIVE POWER
7,095,763
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,095,763
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
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
1,449,551
8 SHARED VOTING POWER
6,890,225
9 SOLE DISPOSITIVE POWER
1,449,551
10 SHARED DISPOSITIVE POWER
7,878,425
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,878,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
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
1,981,458
8 SHARED VOTING POWER
7,422,132
9 SOLE DISPOSITIVE POWER
1,981,458
10 SHARED DISPOSITIVE POWER
8,410,332
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,410,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
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
2,390,354
8 SHARED VOTING POWER
7,831,028
9 SOLE DISPOSITIVE POWER
2,390,354
10 SHARED DISPOSITIVE POWER
8,819,228
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,819,228
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 23 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 November 25, 1997, relative to the no par value Common Stock
("Common Stock") issued by Provident Financial Group, 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, 1998, the Lindner Family beneficially owned
approximately 38.3% of the outstanding voting stock of AFG and AFG beneficially
owned all of the common stock of AFC (approximately 79% of AFC's outstanding
voting equity securities).
ITEM 4. PURPOSE OF THE TRANSACTION.
On October 9, 1998, the Reporting Person's spouse contributed 3,000,000
shares of Provident Common Stock to a trust for which an independent third party
acts as sole trustee with voting and dispositive power. The beneficiaries of the
trust are Mrs. Lindner and her sons Carl H. Lindner III, S. Craig Lindner and
Keith E. Lindner.
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 9, 1998, the Reporting Persons beneficially owned 12,917,126
shares (or approximately 29.3% of the outstanding shares) of Provident Common
Stock as follows:
Holder Number of Shares
------------- ----------------
GAI 5,210,271
GALIC (a) 724,503
LOYAL (b) 494,100
Carl H. Lindner (c) 666,889
Carl H. Lindner III (d) 1,449,551
S. Craig Lindner (e) 1,981,458
Keith E. Lindner (f) 2,390,354
---------
Total: 12,917,126
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
(a) Includes 494,100 shares issuable upon conversion of Provident D
Preferred.
(b) Represents shares issuable upon conversion of Provident D Preferred.
(c) Includes 448,382 shares held by his spouse and 151,007 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.
(d) Includes 5,135 shares held by his spouse, individually and as trustee.
Does not include shares beneficially owned by AFG. See Note (b).
(e) Includes 337,859 shares held by his spouse individually and as
custodian for their minor children and 76,801 shares held by a
foundation over which he has voting and investment power. Does not
include shares beneficially owned by AFG. See Note (b).
(f) Includes 169,311 shares held by his spouse and 7,118 shares held as
custodian for his minor children. Also includes 353,504 shares which
are held in trusts 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 executive 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)
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 9, 1998 and within the prior 60 day period, the Reporting
Persons have entered into the following transactions involving Provident
Financial Group, Inc. Common Stock. On September 1, 1998, Carl H. Lindner
acquired, though open market purchases, an aggregate of 8,300 shares of
Provident Common Stock at a weighted average price of $38.95 per share. On
September 2, 1998, he purchased 25,000 shares at $40.50 per share and on October
9, 1998, he purchased 27,500 shares of Provident Common Stock at $29.91 per
share. On September 8, 1998 and October 2, 1998, Carl H. Lindner III made gifts
of 313 and 25,600 shares of Provident Common Stock, respectively. On September
21, 1998, Keith E. Lindner made a gift of 1,195 shares of Provident Common
Stock. 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.
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<PAGE>
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: October 16, 1998
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
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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
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<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
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<PAGE>
EXHIBIT 2
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
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<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
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<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
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