-----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, Gcqy8LibJzzoY2efWWHqOE/QaXBRkmVA8dh40+BLiTQ9+Mst1jDYeMFS2Du9DhIl GZuuzbOoNfIAAjd6tsd/3Q== 0000943523-96-000001.txt : 19960111 0000943523-96-000001.hdr.sgml : 19960111 ACCESSION NUMBER: 0000943523-96-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960105 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: 96501353 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: [] 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. 18) PROVIDENT BANCORP, INC. ----------------------------------------------------- (Name of Issuer) Class A 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) December 27, 1995 ------------------------------------------------------- (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 15 Pages 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 2,439,146 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 2,878,346 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,878,346 (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) 16.0% (See Item 5) 14 TYPE OF REPORTING PERSON* HC HC 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 575,212 8 SHARED VOTING POWER 2,439,146 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER 575,212 10 SHARED DISPOSITIVE POWER 2,878,346 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,453,558 (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) 19.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN 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 777,040 8 SHARED VOTING POWER 2,439,146 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER 777,040 10 SHARED DISPOSITIVE POWER 2,878,346 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,655,387 (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) 20.3% (See Item 5) 14 TYPE OF REPORTING PERSON* IN 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 937,110 8 SHARED VOTING POWER 2,439,146 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER 937,110 10 SHARED DISPOSITIVE POWER 2,878,346 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,815,456 (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) 21.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN 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 1,083,301 8 SHARED VOTING POWER 2,439,146 (See Items 5 & 6) 9 SOLE DISPOSITIVE POWER 1,083,301 10 SHARED DISPOSITIVE POWER 2,878,346 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,961,648 (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) 22.0% (See Item 5) 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This Amendment No. 18 to Schedule 13D is filed on behalf of American Financial Group, Inc. ("American Financial"), American Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (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 December 4, 1995, 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, 1995, the Lindner Family beneficially owned approximately 44% 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. Item 4. Purpose of the Transaction. On December 27, 1995, American Financial and Provident entered into a Plan of Reorganization pursuant to which all shares of Provident Series C Convertible Preferred Stock ("C Preferred") were exchanged for an identical number of shares of Provident Series D Convertible Preferred Stock ("D Preferred"). The terms of the Provident C Preferred permited American Financial, its subsidiaries or affiliates to convert the C Preferred into Provident Common Stock only so long as American Financial, its subsidiaries or affiliates did not, in the aggregate, beneficially own in excess of 9.9% of Provident's voting equity securities. The terms of the Provident D Preferred permit American Financial, its subsidiaries and affiliates to convert the D Preferred into Provident Common Stock at any time. On December 27, 1995, GAI converted all 301,146 shares of its Provident D Preferred into 1,882,162 shares of Provident Common Stock and on December 29, 1995 GALIC transferred 35,136 shares of its Provident D Preferred to each of Loyal American Life Insurance Company and Prairie States Life Insurance Company, each wholy-owned subsidiaries of GALIC. - 7 - 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. Item 5. Interest in Securities of the Issuer. As of December 31, 1995, the Reporting Persons beneficially owned 6,251,009 shares (or approximately 34.8% of the outstanding shares) of Provident Common Stock as follows: Holder Number of Shares GAI 2,325,286 GALIC 113,860 LOYAL (a) 219,600 PRAIRIE (a) 219,600 Carl H. Lindner (b) 575,212 Carl H. Lindner III (c) 777,040 S. Craig Lindner (d) 937,110 Keith E. Lindner (e) 1,083,301 --------- Total: 6,251,009 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 459,892 shares held by his spouse and 38,481 shares held by a foundation over which he has voting and investment power. Does not include 2,439,146 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 439,200 shares issuable to subsidiaries of American Financial upon conversion of preferred stock. - 8 - (c) Includes 1,854 shares held by his spouse. Does not include shares beneficially owned by American Financial. See Note (c). (d) Includes 146,326 shares held by his spouse individually and as custodian for their minor children and 3,000 shares held by a foundation over which he has voting and investment power. Does not include shares beneficially owned by American Financial. See Note (c). (e) Includes 1,746 shares he holds as custodian for his minor children, 151,281 held in two trusts for the benefit of his minor children, over which he or his spouse have shared voting and investment power. Also includes 134,188 shares which are held in a trust for the benefit of the minor children of Carl H. Lindner III and 20,000 shares which are held in a trust for the benefit of the minor children of S. Craig Lindner, in each case over which he has sole voting and investment power but no pecuniary interest. Does not include shares beneficially owned by American Financial. See Note (c). 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 9,651 Fred J. Runk 66,105 Thomas E. Mischell 543,083 (a) Sandra W. Heimann 341,221 Robert C. Lintz 2,250 (a) Includes 525,000 shares in an irrevocable trust of which he is co-trustee; the trustees have the power to vote and dispose of the shares. On December 11, 1995 Carl H. Lindner disposed of 100 shares of Provident Common Stock by gift. Between December 21, 1995 and December 29, 1995, Carl H. Lindner's spouse purchased an aggregate of 134,100 shares of Provident Common Stock in market transactions at an average price of $47.34 per share. Between December 5, 1995 and December 19, 1995, Ms. Heimann purchased an aggregate of 22,500 shares of Provident Common Stock in market transactions at an average price of $45.81 per share and disposed of 9,015 shares by gift on December 27, 1995. On December 20, 1995 and December 21, 1995 S. Craig Lindner gifted an aggregate of 475 shares of Provident Common Stock. As of December 31, 1995, and within the last 60 days, 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. - 9 - 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. 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 5, 1996 AMERICAN FINANCIAL GROUP, INC. By: James C. Kennedy 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\PROV18.DOC - 10 - 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 - 11 - 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 - 12 - POWER OF ATTORNEY I, Carl H. Lindner III, do hereby appoint James E. Evans a nd 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 - 13 - 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 - 14 - POWER OF ATTORNEY I, Keit h 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 - 15 - -----END PRIVACY-ENHANCED MESSAGE-----