-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dpi3zixiETsUZOpjD77sbxXpmPaKcFuQuDfrnRr9m1ulSVr3h49quNz6XkVVz+4e EUo3VrmILa1qxE2giKfNKg== 0000943523-97-000001.txt : 19970127 0000943523-97-000001.hdr.sgml : 19970127 ACCESSION NUMBER: 0000943523-97-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970124 SROS: NASD GROUP MEMBERS: AMERICAN FINANCIAL CORPORATION GROUP MEMBERS: AMERICAN FINANCIAL GROUP INC ET AL GROUP MEMBERS: AMERICAN FINANCIAL GROUP, INC. GROUP MEMBERS: CARL H. LINDNER GROUP MEMBERS: CARL H. LINDNER III GROUP MEMBERS: KEITH E. LINDNER GROUP MEMBERS: S. CRAIG LINDNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC CENTRAL INDEX KEY: 0000316770 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310982792 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31693 FILM NUMBER: 97510515 BUSINESS ADDRESS: STREET 1: ONE E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL GROUP INC ET AL CENTRAL INDEX KEY: 0000943523 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311422526 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PREMIER GROUP INC ET AL DATE OF NAME CHANGE: 19950405 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) PROVIDENT BANCORP, INC. ----------------------------------------------------- (Name of Issuer) 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) 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 [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 16 Pages 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 - - - 8 SHARED VOTING POWER 5,488,078 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER - - - 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 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 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 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 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 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. - 7 - 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. - 8 - 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 --------- 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). - 9 - 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. - 10 - 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 ---------------------------------------- Deputy General Counsel and 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\PROV20.DOC - 11 - 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 - 12 - 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 - 13 - 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 - 14 - 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 - 15 - 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 - 16 - -----END PRIVACY-ENHANCED MESSAGE-----