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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. 24)
PROVIDENT FINANCIAL GROUP, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(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
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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 [ ].
Page 1 of 15 Pages
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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. 31-1544320
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
5,440,674
9 SOLE DISPOSITIVE POWER
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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)
14.7%
14 TYPE OF REPORTING PERSON*
HC
HC
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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
870,499
8 SHARED VOTING POWER
5,440,674
9 SOLE DISPOSITIVE POWER
870,499
10 SHARED DISPOSITIVE POWER
6,428,874
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,299,373
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
IN
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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
2,289,086
8 SHARED VOTING POWER
5,440,674
9 SOLE DISPOSITIVE POWER
2,289,086
10 SHARED DISPOSITIVE POWER
6,428,874
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,717,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14 TYPE OF REPORTING PERSON*
IN
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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
2,874,111
8 SHARED VOTING POWER
5,440,674
9 SOLE DISPOSITIVE POWER
2,874,111
10 SHARED DISPOSITIVE POWER
6,428,874
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,302,985
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%
14 TYPE OF REPORTING PERSON*
IN
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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
3,258,701
8 SHARED VOTING POWER
5,440,674
9 SOLE DISPOSITIVE POWER
3,258,701
10 SHARED DISPOSITIVE POWER
6,428,874
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,687,575
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 24 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 October 16, 1998, 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 December 31, 1998, the Lindner Family beneficially
owned approximately 32.4% 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.
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, 1998, the Reporting Persons beneficially
owned 15,721,271 shares (or approximately 35.9% of the
outstanding shares) of Provident Common Stock as follows:
Holder Number of Shares
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GAI 5,210,271
GALIC (a) 724,503
LOYAL (b) 494,100
Carl H. Lindner (c) 870,499
Carl H. Lindner III (d) 2,289,086
S. Craig Lindner (e) 2,874,111
Keith E. Lindner (f) 3,258,701
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Total: 15,721,271
GAI = Great American Insurance Company, 100% owned by AFC
GALIC = Great American Life Insurance Company, 82% 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 714,492 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, and 2,229 shares held in a charitable foundation
over which he has voting and investment power. 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 56,801 shares held
by a charitable 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
358,504 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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Certain executive officers and directors of AFG and AFC
beneficially own shares of Provident Common Stock as follows:
Holder Number of Shares
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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 December 31, 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 November 23, 1998, various trusts for which independent
third parties act as sole trustee with voting and dispositive
power distributed 2,751,006 shares of Provident Financial Group,
Inc. Common Stock as follows:
Edyth B. Lindner 72,386
Carl H. Lindner III 892,873
S. Craig Lindner 892,873
Keith E. Lindner 892,874
On December 10, 1998, Carl H. Lindner made a gift of 976
shares of Provident Common Stock. On November 2, 1998 and
November 11, 1998, Carl H. Lindner III made gifts of 27,329 and
25,510 shares of Provident Common Stock, respectively. On
November 3, 1998, S. Craig Lindner made a gift of 220 shares of
Provident Common Stock. On November 17, 1998, and December 11,
1998, Keith E. Lindner made gifts of 5,500 and 65 shares of
Provident Common Stock, respectively. 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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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.
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 8, 1999
AMERICAN FINANCIAL GROUP, INC.
By: Karl J. Grafe
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Asst. General Counsel &
Asst. Secretary
AMERICAN FINANCIAL CORPORATION
By: Karl J. Grafe
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Asst. General Counsel
& Asst. Secretary
Karl J. Grafe
-----------------------------------
Karl J. Grafe,
As Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
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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
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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
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Carl H. Lindner
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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
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Carl H. Lindner III
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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
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S. Craig Lindner
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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
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Keith E. Lindner
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