As filed with the Securities and Exchange Commission on December 30, 1997
Registration No. 33-
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LNB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 6710 34-1406303
(State or Other (Primary Standard Industrial (IRS Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
457 Broadway
Lorain, Ohio 44052-1769
(440) 244-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Gregory D. Friedman, CPA copies of communications to:
Senior Vice President, COO and CFO Martin D. Werner, Esq.
LNB Bancorp, Inc. Werner & Blank Co., L.P.A.
457 Broadway 7205 W. Central Avenue
Lorain, Ohio 44052-1769 Toledo, OH 43617
(440) 244-6000 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box [X}.
If any of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ].
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to Price Per Offering Registration
Registered be Registered Share(1) Price(1) Fee(1)
Common Stock,
$1 par value 150,000 $27.75 $4,162,500 $1,227.94
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457, based upon the average of the bid and asked prices
for the Common Stock in the over-the-counter market on December 30, 1997.
Description of Prospectus
8 1/2" High x 5 1/2" Wide
in Booklet Form
Top left of Cover Page
PROSPECTUS
Top right of Cover Page
150,000 Shares
Middle of Cover Page
LNB Bancorp, Inc. Logo
LNB
Bancorp Inc.
457 Broadway Lorain Ohio 44052-1769 (440) 244-6000
DIVIDEND REINVESTMENT
AND
CASH STOCK PURCHASE PLAN
Bottom middle of Cover Page
COMMON STOCK
($1 Par Value)
PROSPECTUS 150,000 Shares
LNB BANCORP, INC.
457 BROADWAY
LORAIN, OHIO 44052-1769
TELEPHONE: (440) 244-6000
DIVIDEND REINVESTMENT
AND
CASH STOCK PURCHASE PLAN
COMMON STOCK
($1 Par Value)
This Prospectus describes LNB Bancorp, Inc.'s (the "Company")
Dividend Reinvestment and Cash Stock Purchase Plan (the "Plan") under
which shares of the Company Common Stock will be purchased by the Plan for
participants with automatically reinvested dividends.
The purpose of the Plan is to provide participants with a simple and
convenient method of reinvesting cash dividends paid on shares of Common
Stock of the Company and investing optional cash payments in additional
shares of Common Stock, without the payment of any brokerage commissions or
service charges. The Plan does not represent a change in the Company's
cash dividend policy or a guarantee of future cash dividends. Shareholders
who do not wish to participate in the Plan will continue to receive cash
dividends, as declared in the usual and customary manner.
The Company has authorized the issuance of and this Prospectus
relates to 150,000 authorized and unissued shares of Company's Common
Stock registered for purchase under the Plan. The Company reserves the
right to suspend, modify or terminate the Plan at any time. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 30, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports
and other information with the Securities and Exchange Commission.
Information, as of the particular dates, concerning Directors and
Officers, their remuneration, and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed
to shareholders of the Company and filed with the Commission. Such
reports, proxy statement and other information filed by the Company can be
inspected and copied at the public reference facilities of the Securities
and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549, as
well as the following Regional Offices: 7 World Trade Center, Suite 1300,
New York, New York 10048; and Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511. Copies can be obtained by mail
from the Securities and Exchange Commission at prescribed rates. Requests
should be directed to the Commission's Public Reference Section at 450 5th
Street N.W., Washington, D.C. 20549. The Commission maintains an Internet
web site that contains reports, proxy and information statements and other
information regarding issuers who file electronically with the Commission.
The address of that site is http://www.sec.gov.
The Company undertakes to provide, without charge to any person to
whom this Prospectus is delivered, upon written or oral request, a copy of
the Company's latest annual report to shareholders and a copy of any and
all of the information that has been incorporated by reference in the
Registration Statement of which this Prospectus is a part (See DOCUMENTS
INCORPORATED BY REFERENCE), not including exhibits to the information that
are incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the Registration
incorporates. Requests for such copies should be addressed to LNB
Bancorp, Inc., 457 Broadway, Lorain, Ohio, 44052-1769.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission for the year ended
December 31, 1996; and
(b) the Company's Quarterly Reports on Form 10-Q as filed with the
Securities and Exchange Commission for the periods ended
March 31, 1997, June 30, 1997 and September 30, 1997.
All documents subsequently filed by the Company after the date
of this Prospectus pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of this
offering will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
will be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be
incorporated by reference herein modified or superseded will
not, except as so modified or superseded, constitute a part of
this Prospectus.
Any person to whom a copy of this Prospectus is delivered,
including any beneficial owner, may obtain without charge, upon
written or oral request, a copy of any of the documents
incorporated by reference herein (not including exhibits to the
documents incorporated by reference unless such exhibits are
specifically incorporated by reference into the documents this
Prospectus incorporates by reference). Requests should be made
to, LNB Bancorp, Inc., 457 Broadway, Lorain, Ohio, 44052-1769
THE COMPANY
The Company is an Ohio General Business Corporation and is a one bank
holding company registered under the Federal Bank Holding Company Act of
1956, as amended, with its corporate headquarters in Lorain, Ohio. The
Company's subsidiary conducts a full-service commercial and consumer
banking business.
The Company's principal executive offices are located at; 457
Broadway, Lorain, Ohio, 44052-1769, telephone: (440-244-6000).
This Prospectus relates to authorized and unissued Common Stock
offered by the Company pursuant to the Plan. Also, the Company may
purchase shares of Common Stock on the open market which will be used
pursuant to the terms of the Plan.
DESCRIPTION OF THE PLAN
The Company's Dividend Reinvestment and Cash Stock Purchase Plan was
approved by the Company's Board of Directors on November 18, 1997. The
following questions and answers explain and constitute the Plan.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers holders of Common Stock a systematic method of
investing their cash dividends in Common Stock without the payment of
any brokerage commission, service charge or other expense. Because
the Common Stock may be purchased from the Company, the Plan will
also provide the Company with the means of raising new capital.
2. What are some of the advantages of the Plan?
A participant in the Plan who authorizes reinvestment of dividends
will have the following options:
a. Dividend reinvestment on all shares owned of record or hereafter
acquired of record.
b. The shareholder will indicate the percentage of their shares for
which they wish to have dividends reinvested.
c. Participants will avoid the inconvenience and expense of
safekeeping certificates for shares credited to their Plan
accounts since certificates for such shares will only be issued
at the request of a participant or upon termination of
participation. All shares held by the Plan Administrator must
be participating in the Plan.
d. Periodic statements of account will simplify record keeping.
Dividends representing the designated percentage will be reinvested
in shares of Common Stock at the market price (see Question 10).
There are no brokerage commissions or service charges for purchases
under the Plan. There are minor charges for requesting certificates
to be issued for shares purchased under the Plan and for termination
of participation in the Plan. (See Question 15.) Full investment
of funds is possible because the Plan permits fractions of shares,
as well as full shares, to be purchased. A statement of account
will be mailed to each participant following each payment of a
dividend pursuant to the terms of the Plan.
ADMINISTRATION
3. Who administers the Plan for the participants?
Registrar and Transfer Company (the "Administrator") will administer
the Plan, keep records, send statements of account to participants
and perform other duties pertaining to the Plan. All shares held in
the Plan will be held in book entry by or through the Administrator
until a participant makes a written request for certificates of all
or part of his shares (see Questions 22 and 23). The Administrator
is not affiliated with the Company and acts as the transfer agent of
the Company's common stock. All questions and correspondence
concerning the Plan should be addressed to the Administrator as
follows:
Registrar and Transfer Company
Direct Purchase/DRP Department
10 Commerce Drive
Cranford, NJ 07016-3572
Phone: (800) 368-5948
All shares in the Plan will be credited to the account of
Participants, registered in the name of the Plan and held by the
Administrator in book entry form.
ELIGIBILITY
4. Who is eligible to participate?
All holders of record of shares of Common Stock of the Company are
eligible to participate in the Plan. Before they may participate in
the Plan, any beneficial owner of shares of Common Stock whose
shares are registered in names other than their own (for instance,
in the name of a broker or bank nominee) must either become
shareholders of record by having their shares transferred into their
names, or make appropriate arrangements with their broker or bank to
participate in the Plan for the benefit of such shareholder. The
Common Stock of the Company is Depository Trust Company (DTC)
eligible under CUSIP number 502100 10 0.
You will not be eligible to participate in the Plan if you reside in
a jurisdiction in which it is unlawful for the Company to permit
your participation.
PARTICIPATION BY SHAREHOLDERS
5. How do shareholders participate?
An eligible shareholder may join the Plan by completing and signing
the Shareholder Authorization Form enclosed herewith and returning
it to the Administrator. A Shareholder Authorization Form and a
postage-paid return envelope may be obtained at any time by writing
to Registrar and Transfer Company, Administrator, LNB Bancorp, Inc.
Dividend Reinvestment and Cash Stock Purchase Plan at the following
address:
Registrar and Transfer Company
Direct Purchase/DRP Department
10 Commerce Drive
Cranford, NJ 07016-3572
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If the
Shareholder Authorization Form is received by the Administrator
prior to the dividend record date (dividend record dates normally
occur in March, June, September and December), the next dividend
paid will be used pursuant to the Plan, to purchase shares of Common
Stock. If the Shareholder Authorization Form is received after the
dividend record date, that dividend will be paid in cash and
participation in the Plan will begin with the subsequent cash
dividend payment.
7. What does the Shareholder Authorization Form provide?
The Shareholder Authorization Form enrolls the participant in the
Plan and it directs the Administrator to either reinvest all
dividends or dividends on a percentage of shares in the
participant's name.
8. Can shareholders participate with less than 100% of their cash
dividends?
Yes. Eligible shareholders have the option under the Plan to
designate a percentage of shares to participate in the Dividend
Reinvestment Plan. Once the percentage has been selected, it will
remain in effect until the election is changed.
9. Can shareholders change their election under the Plan?
Yes. At any time, shareholders may change their percentage election
of shares of Common Stock participating in the Dividend Reinvestment
Plan. To do so, a new Shareholder Authorization Form must be
completed and returned. The answer to Question 5 describes how to
obtain a Shareholder Authorization Form and a return envelope. Any
change of election concerning the reinvestment of dividends must be
received by the Administrator at least one week prior to the
dividend record date to be effective for that dividend.
PURCHASES
10. What will be the price of Common Stock purchased under the Plan?
Shares purchased under the Plan directly from the Company will be
valued at the weighted average price at which the Company's shares
shall have traded for the ten trading days ending on the day prior
to the purchase date, as reported by the National Quotation Bureau,
LLC. In the event that the Administrator determines that there are
insufficient trades for the period, then the price shall be the
average of the bid-and-asked prices for the 30 trading days ending
immediately preceding the purchase.
Shares purchased in the market will be made at prices which prevail
in the market at the purchase date. The price at which such shares
shall be deemed to have been acquired for Participant's Plan
accounts shall be the blended average price of shares purchased as a
result of any single dividend payment by the Company, together with
any voluntary cash payments being currently applied to such
purchase.
11. How are shares acquired under the Plan?
The Company expects that shares of Common Stock of the Company to be
acquired for Participants in the Plan will be comprised of shares
issued directly from the Company and shares purchased in the open
market.
12. How will the number of shares purchased for each participant be
determined?
The number of shares that will be purchased from a participant's
dividend will depend on the amount of that dividend and the
applicable purchase price of the Common Stock. The participant's
account will be credited with the number of shares, including any
fractional shares(computed to the fourth decimal), that results from
dividing the amount of dividends plus any optional cash payments to
be invested by the applicable purchase price.
13. When will purchases of Common Stock be made?
The Administrator shall purchase Common Stock for the Plan within
thirty (30) days following the dividend payment date.
14. Will dividends be paid on shares held in Plan accounts?
Yes. Cash dividends on full shares and any fraction of a share
credited to each Plan account will be reinvested automatically in
full under the Plan in additional shares of Common Stock and
credited to each account.
COSTS
15. Are there any out-of-pocket expenses to a shareholder who participates
in the Plan?
There are no brokerage commissions if shares are purchased from the
Company. Brokerage costs, if any, on shares purchased other than
from the Company shall be borne by the Company. A fee of $15.00 per
certificate is charged to issue shares participating in the Plan in
certificate form to Plan participants. A fee of $25.00 is charged
upon a participant's election to terminate participation in the Plan
and to withdraw shares in the form of a single certificate.
REPORTS TO THE PARTICIPANTS
16. What kind of reports will be sent to participants?
Following each reinvestment of dividends in the Plan, the
Administrator shall mail to participants a statement showing amounts
invested, the purchase price, the number of shares purchased, and
other similar information for the year to date. These statements
are the participants' record of the costs of purchases and should be
retained for income tax and other purposes. In addition,
participants shall receive copies of the same communications sent to
all other holders of shares of Common Stock, including the Company's
quarterly reports and annual report to shareholders, a notice of the
annual meeting and proxy statement and Internal Revenue Service
information for reporting dividend income received.
OPTIONAL CASH PAYMENTS
17. May cash be added to purchase additional shares?
Yes. Additional shares may be purchased with optional cash payments
by participants in the Dividend Reinvestment and Cash Stock Purchase
Plan. A Plan participant must be a record owner of at least one share
of the Company to participate in the optional cash purchase feature of
the Plan.
18. When can optional cash payments be made?
Optional cash payments received by the Administrator will be
invested in additional shares concurrently with the dividend being
reinvested. The Administrator will accept optional cash payments up
to 30 days in advance of the next cash dividend payment date. The
Administrator will return to participants any optional cash payments
which are not invested within thirty (30) days following such cash
dividend's payable date. Optional cash payments received after the
payable date for a dividend will be received too late to be invested
with the proceeds received by the Administrator from such dividend
and the optional cash payment will be returned to the participant.
NO INTEREST WILL BE PAID ON ANY OPTIONAL CASH PAYMENT WHILE HELD BY
THE ADMINISTRATOR.
19. What is the maximum aggregate amount of cash that can be invested
through optional cash payments?
Up to $5,000 per fiscal quarter in optional cash payments can be
invested in the Plan. Each optional cash payment must be at least
$100. The same amounts of cash need not be sent each quarter, and
there is no obligation to make an optional cash payment each
quarter.
20. How can I make an optional cash payment to purchase additional shares?
A participant can make an optional cash payment to purchase
additional shares by returning the current voluntary cash payment
card to the Administrator with a check or money order made payable
to Registrar and Transfer Company, agent for LNB Bancorp, Inc.
Dividend Reinvestment and Cash Stock Purchase Plan. PLEASE DO NOT SEND
CASH. The Administrator will mail optional cash payment cards to all
participants quarterly prior to record date.
REPORTS TO PARTICIPANTS
21. What reports will be sent to participants in the Plan?
A statement of account showing amounts invested, purchase prices,
shares purchased, and other information for the year to date will be
mailed quarterly to each participant as soon as practicable after
each purchase of Common Stock, normally within 10 business days
following such purchase. These statements are a continuing record
of current activity and the cost of purchases and should be retained
for tax purposes. A year-end statement will also be mailed.
In addition, participants will receive copies of communications sent
to all holders of the Company Common Stock, including the annual and
quarterly reports to shareholders, notice of annual meetings and
proxy statements, and information for reporting dividend income for
federal income tax purposes.
CERTIFICATES FOR SHARES / WITHDRAWAL OF SHARES
22. Will certificates be issued for shares of Common Stock purchased under
the Plan?
No certificate will be issued to a participant for shares of Common
Stock credited to his Plan account unless he requests the Plan
Administrator, in writing, to do so, or until the participant's
account is terminated. Shares of Common Stock purchased through the
Plan for a participant will be credited to the account of the
participant, registered in the name of the Plan and held in book
entry form. The number of shares credited to a participant's Plan
account, as well as the number of shares of Common Stock being
reinvested will be shown on the periodic statement of his
account.
23. How does a participant withdraw shares from the Plan?
A participant may withdraw all or a portion of the whole shares of
Common Stock credited to his Plan account by notifying the Plan
Administrator in writing (see Question 3), specifying the number of
whole shares to be withdrawn. Certificates for whole shares of
Common Stock so withdrawn will be issued to the participant at the
earliest possible opportunity. A fee of $15.00 per certificate will
be charged for this service. In no case will certificates for
fractional shares be issued. After a participant withdraws shares
of Common Stock from his Plan account, cash dividends on such shares
will continue to be reinvested in accordance with the instructions
given by the participant on his most recently dated Authorization
Form, so long as the participant remains the record holder of such
shares and has not terminated his participation in the Plan.
24. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the name in which
participants' shares of Common Stock were registered at the time
they enrolled in the Plan. Consequently, one certificate for whole
shares of Common Stock will be similarly registered issued. If
different registration of the shares is desired, the participant
should call the Plan Administrator for transfer instructions (see
Question 3).
25. May shares in a Plan account be pledged?
No. Shares of Common Stock credited to the Plan account may not be
pledged or assigned, and any such purported pledge or assignment
shall be void. A participant who wishes to pledge or assign such
shares must request that a certificate for such shares be issued in
his name.
26. Can a participant sell shares of Common Stock held in his Plan
account?
No. Shares held by the Administrator may not be sold by a
participant. In order to sell shares held by the Plan, a
participant must first request that such shares of Common Stock held
in his Plan account be issued in certificate form.
27. What happens to any fractional share when a participant withdraws from
the Plan?
Any fractional interest withdrawn will be liquidated at the then
current market value and a cash payment made promptly from the
proceeds less brokerage commissions and transfer taxes, if any. The
current market value will be determined in the same manner as the
price for shares purchased through the Plan. See Question 10. The
net sales proceeds for any fractional interest together with
certificates for whole shares will be mailed to the withdrawing
participant by the Plan Administrator.
TERMINATION OF PARTICIPATION IN THE PLAN
28. How does a participant terminate participation in the Plan?
A participant may terminate his participation in the Plan at any
time by notifying the Plan Administrator in writing (see Question
3). If notice of termination is received at least two weeks before
the record date for a cash dividend, that dividend will be paid, in
cash, to the participant; otherwise that dividend will be reinvested
for the participant's Plan account. No terminations will be
processed between a dividend record date and a statement date. Any
requests for termination of participation received during this
period will be held until the shares purchased with the dividend are
posted to the participant's account. Any optional cash payment
which has been received by the Plan Administrator prior to receipt
of notice to discontinue dividend reinvestment will be invested in
accordance with the Plan unless return of the payment is requested
in a written notice received by the Plan Administrator at least one
week prior to the date when such cash payment is to be invested.
Thereafter, the participant's participation in the Plan will be
terminated, the Plan account will be closed, and all dividends on
Common Stock held by the participant of record will be paid directly
to that participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of Common Stock
by making optional cash payments.
29. What will participants receive when they terminate participation in
the Plan?
The Plan Administrator will send to a participant who has terminated
participation in the Plan a certificate for the number of whole
shares in his Plan account unless directed otherwise. Any
fractional share will be sold and a cash payment will be made to the
participant for the sale price thereof, less any brokerage
commission and transfer tax incurred. A fee of $25.00 is charged
for termination of participation in the Plan and withdrawal of
shares in the form of a single certificate.
OTHER INFORMATION
30. What happens when a participant sells or transfers all shares of
Common Stock held in certificate form?
If a participant disposes of all of the shares of Common Stock held
in certificate form the Plan Administrator will continue to reinvest
the dividends on all shares credited to that participant's Plan
account, provided there is at least one full share of Common Stock
in his Plan account.
31. What happens when a participant who is reinvesting all or a portion of
dividends on the shares of Common Stock held in certificate form sells
or transfers a portion of such shares?
If a participant who is reinvesting cash dividends on all of the
shares of Common Stock held in certificate form disposes of a
portion of such shares, the Plan Administrator will continue to
reinvest all of the dividends on the remainder of such shares and,
of course, will continue to reinvest the dividends on the shares of
Common Stock credited to the participant's Plan account.
If a participant who is reinvesting a portion of cash dividends on
the shares of Common Stock held in certificate form disposes of a
portion of such shares, the Plan Administrator will continue to
reinvest cash dividends at the participant's previous election
percentage on the remainder of such shares as authorized in the
participant's most recently dated Authorization Form and will
continue to reinvest the cash dividends on the shares credited to
the participant's Plan account.
For example, assume a participant selected the partial dividend
reinvestment option and authorized the Plan Administrator to
reinvest cash dividends on 50% of the shares owned by the
participant and the participant owned a total of 100 shares of
Common Stock held in certificate form. If the Participant then
disposes of 25 shares of Common Stock, the Plan Administrator would
continue to reinvest cash dividends paid on the 50% of the remaining
75 shares owned by the participant.
32. What happens if the Company declares a stock dividend or stock split?
Shares of Common Stock distributed by the Company pursuant to a
stock dividend or a stock split with respect to shares of Common
Stock owned by the participant and held in certificate form will be
issued in certificate form to the Participant, which additional
shares will participate in the reinvestment of dividends at the
percentage election made by the Participant as authorized in the
participant's most recently dated Authorization Form. Shares of
Common Stock issued pursuant to a stock split or stock dividend on
shares held in the plan and allocated to the account of a
participant, will be automatically added to such account and
will automatically participate in the reinvestment of dividends.
33. If the Company has a rights offering, how will a participant's
entitlement be computed?
A participant's entitlement in a rights offering will be based upon
the participant's total holdings. However, rights certificates will
be issued for the number of whole shares only and rights based on a
fraction of a share held in a participant's Plan account will be
sold for the participant's Plan account and a check for the net
proceeds will be sent to the participant.
34. How will a participant's shares held by the Plan Administrator be
voted at shareholder's meetings?
Under Ohio law (the law of the Company's state of incorporation),
shareholders of record may vote all shares of stock held of record
by them. A proxy form will be sent to each participant in
connection with any annual or special meeting of shareholders, as in
the case of shareholders not participating in the Plan. The proxy
form will apply to all shares held of record by the participant,
including the shares for which the participant holds certificates
and all whole and fractional shares credited to the participant's
Plan account.
Shares credited to the account of participants under the Plan (other
than fractional shares) will be automatically added to the shares
covered by the proxy sent to the stockholder with respect to their
other shares in the Corporation and may be voted by such holder
pursuant to such proxy.
35. What is the responsibility of the Company and the Plan Administrator
under the Plan?
In administrating the Plan, the Company and the Plan Administrator
will not be liable for any act done in good faith or for any good
faith omission to act including, without limitation, any claim of
liability arising out of failure to terminate a participant's Plan
account upon such participant's death or adjudicated incompetency
prior to receipt of notice in writing of such death or incompetency,
or any claim with respect to the timing or price of any purchase or
sale.
Participants must recognize that neither the Company nor the Plan
Administrator can assure them of a profit or protect them against a
loss on shares purchased or sold under the Plan.
The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends, which will continue to be
determined by the Board of Directors in light of the Company's
earnings, financial condition and other factors.
36. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at
any time, including during the period between a dividend record date
and the related payment date. The Company also reserves the right
to make modification to the Plan. Participants will be notified of
any suspension, modification or termination. Except as stated
below, upon termination of the Plan, any uninvested optional cash
payments will be returned, certificates for whole shares credited to
participant's Plan accounts will be issued, and cash payment will be
made for any fractional shares credited to participant's Plan
accounts.
If the Company terminates the Plan for the purpose of establishing
another dividend reinvestment and Common Stock purchase plan,
participants in the Plan will, if the Company so elects, be enrolled
automatically in such other plan and shares credited to their Plan
accounts will be credited automatically under such other Plan unless
notice to the contrary is received.
The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time.
37. How is the Plan to be interpreted?
The Plan, the Authorization Enrollment Form, and the participants'
Plan accounts shall be governed by and construed in accordance with
the laws of the State of Ohio and applicable state and federal
securities laws, and cannot be modified orally. Any question of
interpretation arising under the Plan will be determined by the
Company and any such interpretation will be final.
The Company may adopt rules and regulations for the Administration
of the Plan.
38. What is sufficient notice to a participant?
Any notice or certificate which is to be given by the Plan
Administrator to a participant shall be in writing and shall be
deemed to have been sufficiently given for all purposes when
deposited, postage prepaid, in the United States mail, addressed to
the participant at the participant's address as it shall last appear
on the Plan Administrator's records.
39. Can successor Plan Administrators be named?
The Company may from time to time designate a bank or trust company
as successor Plan Administrator under the Plan.
40. What are the income tax consequences of participation in the Plan?
In general, participants in the Plan have the same federal and state
income tax obligations with respect to dividends credited to their
accounts under the Plan as other holders of shares of Common stock
of the Company who elected to receive cash dividends directly.
Participants are treated for income tax purposes as having received,
on the dividend payment date, a dividend in an amount of the cash
dividends payable on the shares participating in the Plan, plus any
brokerage commission or fees paid by the Company on behalf of the
participant, even though such amounts were not actually received by
the participants in cash but, instead, were applied to the purchase
of additional shares for their account.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
it will ultimately sell under the Plan or the prices at which those
shares will be sold. When shares are purchased pursuant to the Plan
directly from the Company, proceeds from such sales are intended to
be used for general corporate purposes.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended
December 31, 1996, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in
accounting and auditing.
LEGAL OPINIONS
The validity of the shares of Common Stock of the Company offered
hereby has been passed upon for the Company by its General Counsel,
Cook and Batista Co., LPA, Attorneys, Lorain, Ohio, and with respect
to certain securities matters by Werner & Blank Co., LPA, Attorneys,
Toledo, Ohio.
INDEMNIFICATION
Under the Company's Articles of Incorporation, as amended, directors
and officers of the Company are entitled to be indemnified to the
fullest extent permitted by law in connection with actual or
threatened lawsuits or proceedings arising out of their service to
the Company or to another organization at the request of the
Company. With respect to indemnification of directors, officers and
controlling persons of the Company for liabilities arising under the
Securities Act of 1933, the Company has been informed that, in the
opinion of the Securities Exchange Commission, such indemnification
is against public policy as expressed in that Act and is therefore,
unenforceable.
ITEM 21. Exhibits and Financial Statements
The exhibits filed pursuant to this Item 21 immediately follow the
Exhibit Index. The following is a description of the applicable exhibits
required for Form S-3 provided by Item 601 of Regulation S-K.
Exhibit Number Description
(1) Not Applicable.
(2) Not Applicable.
(4) Not Applicable.
(5) Opinion of Werner & Blank Co., L.P.A., regarding LNB
Bancorp, Inc. Common Stock, and Consent
(8) Opinion of Werner & Blank Co., L.P.A., regarding certain
tax matters, and Consent.
(12) Not Applicable.
(23) Consents of Experts and Counsel.
A. Consent of KPMG Peat Marwick LLP
B. Consent of Werner & Blank Co., L.P.A. (the consent is
contained in that firm's opinions filed as Exhibits
(5) and (8)).
(24) Power of Attorney.
(25) Not Applicable.
(26) Not Applicable.
(27) Not Applicable.
(28) Not Applicable.
(99) Enrollment Form
ITEM 22. Undertakings.
Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(l)(I) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3)to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lorain, State of Ohio, this 30th
day of December, 1997.
LNB Bancorp, Inc.
(Registrant)
By /s/ Thomas P. Ryan
Thomas P. Ryan
Executive Vice President,
Secretary/Treasurer
And Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 30th day of December, 1997.
Signature Title
/s/ James F. Kidd President, Chief
- ----------------------- Executive Officer
James F. Kidd and Director
(Principal Executive
Officer)
/s/ Thomas P. Ryan Executive Vice
- ----------------------- President, Secretary/
Thomas P. Ryan Treasurer and
Director
/s/ Gregory D. Friedman Senior Vice
- ----------------------- President,
Gregory D. Friedman, CPA Chief Operating
Officer and Chief
Financial Officer
(Principal Financial
Officer)
/s/ Mitchell J. Fallis Vice President,
- ------------------------ Chief Accounting
Mitchell J. Fallis Officer
(Principal Accounting
Officer)
/s/ Stanley G. Pijor* Chairman of the
- ----------------------- Board and Director
Stanley G. Pijor
/s/ James L. Bardoner* Director
- -----------------------
James L. Bardoner
/s/ Daniel P. Batista* Director
- -----------------------
Daniel P. Batista
/s/ Robert M. Campana* Director
- -----------------------
Robert M. Campana
/s/ Terry D. Goode* Director
- -----------------------
Terry D. Goode
/s/ Wellsley O. Gray* Director
- -----------------------
Wellsley O. Gray
/s/ David M. Koethe* Director
- -----------------------
David M. Koethe
/s/ Benjamin G. Norton* Director
- -----------------------
Benjamin G. Norton
/s/ Jeffrey F. Riddell* Director
- -----------------------
Jeffrey F. Riddell
/s/ T.L. Smith, M.D.* Director
- -----------------------
T.L. Smith, M.D.
/s/ Eugene M. Sofranko* Director
- -----------------------
Eugene M. Sofranko
/s/Paul T. Stack* Director
- -----------------------
Paul T. Stack
ABSENT - EXCUSED Director
- -----------------------
Leo Weingarten
*By: /s/Thomas P. Ryan
- -----------------------
Thomas P. Ryan
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No.
5 Opinion of Werner & Blank Co., L.P.A. regarding
LNB Bancorp, Inc.; Common Stock and Consent
8 Opinion of Werner & Blank Co., L.P.A., Attorneys,
regarding certain tax matters and Consent
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney - Directors of LNB Bancorp, Inc.
99 Stockholder Enrollment Form
Exhibit 5
Opinion of Werner & Blank Co., L.P.A. regarding
LNB Bancorp, Inc.; Common Stock and Consent
December 30, 1997
Board of Directors
LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769
RE: Form S-3 Registration of 150,000 Shares of Common Stock
Gentlemen:
We are acting as counsel for LNB Bancorp, Inc., a bank holding company
(the "Company"), in connection with the issuance and sale of 150,000
shares of its common stock, without par value (the "Shares"), in
accordance with the terms of the LNB Bancorp, Inc. Dividend Reinvestment and
Cash Stock Purchase Plan.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and, based upon such review,
we are of the opinion that the Shares are duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by the Company to effect
registration of the Shares under the Securities Act of 1933 and to the
reference to us under the caption "Legal Opinion" in the Prospectus
constituting a part of such Registration Statement.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
Exhibit 8
Opinion of Werner & Blank Co., L.P.A., Attorneys,
regarding certain tax matters and Consent
December 30, 1997
Board of Directors
LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769
Re: Dividend Reinvestment and Cash Stock Purchase Plan
Gentlemen:
You have requested that this firm provide you with a written tax opinion
regarding the federal income tax effects upon the stockholders of LNB
Bancorp, Inc. who participate in the Dividend Reinvestment and Cash Stock
Purchase Plan. Based upon our examination of the terms of the Dividend
Reinvestment and Cash Stock Purchase Plan and review of Sections 305 and 301
of the Internal Revenue Service Code of 1986, as amended, we have concluded
as follows:
1. All stockholders of LNB Bancorp, Inc. shall be treated for federal
income tax purposes as having received, on the dividend payment date,
the full amount of the dividend in cash regardless of whether the
stockholder elects to have his entire dividend or any portion of that
dividend reinvested in common shares of LNB Bancorp, Inc.
2. LNB Bancorp, Inc. shall provide each stockholder with a Form 1099
each year which shall indicate the full amount of the dividend which
was payable to the stockholder during the calendar year, plus a pro
rata portion of any commissions, if any, paid by the Administrator in
connection with the acquisition of shares under the Plan. This
amount shall be the amount of taxable income which must be reported
by the stockholder and shall be the stockholder's cost basis for the
shares purchased during the calendar year.
3. Stockholders shall realize a taxable gain or loss upon the sale or
exchange of the shares obtained through the Dividend Reinvestment
Plan. The amount of taxable gain or loss shall be the difference
between the amount received for the shares and the cost basis of the
shares as defined in the preceding paragraph.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by LNB Bancorp, Inc. to effect
registration of the shares under the Securities Act of 1933.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
Exhibit 23
Consent of Independent Accountants
The Board of Directors
LNB Bancorp, Inc.
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Cleveland, Ohio
December 30, 1997
Exhibit 24
POWERS OF ATTORNEY
DIRECTORS OF LNB BANCORP, INC.
Know all men by these presents that each person whose name is signed
below has made, constituted and appointed, and by this instrument does
make, constitute and appoint James F. Kidd or Thomas P. Ryan, or either
one of them acting alone, his true and lawful attorney with full power of
substitution and resubstitution to affix for him and in his name, place
and stead, as attorney-in-fact, his signature as director or officer, or
both, of LNB Bancorp, Inc., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-3 or other form registering under the
Securities Act of 1933, common stock to be issued in connection with the
LNB Bancorp, Inc., Dividend Reinvestment and Cash Stock Purchase Plan, by
the Company, and to any and all amendments, post effective amendments and
exhibits to that Registration Statement, and to any and all applications and
other documents pertaining thereto, giving and granting to such attorney-in-fact
full power and authority to do and perform every act and thing whatsoever
necessary to be done in the premises, as fully as he might or could do if
personally present, and hereby ratifying and confirming all that said
attorney-in-fact or any such substitute shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Lorain,
Ohio, this 18th day of November, 1997.
/s/ Stanley G. Pijor Chairman of the
- ------------------------ Board and Director
Stanley G. Pijor
/s/ James L. Bardoner Director
- ------------------------
James L. Bardoner
/s/ Daniel P. Batista Director
- ------------------------
Daniel P. Batista
/s/ Robert M. Campana Director
- ------------------------
Robert M. Campana
/s/ Terry D. Goode Director
- ------------------------
Terry D. Goode
/s/ Wellsley O. Gray Director
- ------------------------
Wellsley O. Gray
/s/ James F. Kidd President, Chief
- ------------------------ Executive Officer
James F. Kidd And Director
/s/ David M. Koethe Director
- ------------------------
David M. Koethe
/s/ Benjamin G. Norton Director
- -------------------------
Benjamin G. Norton
/s/ Jeffrey F. Riddell Director
- -------------------------
Jeffrey F. Riddell
/s/ Thomas P. Ryan Executive Vice
- ------------------------ President, Secretary/
Thomas P. Ryan Treasurer and
Director
/s/ T.L. Smith, M.D. Director
- ------------------------
T.L. Smith, M.D.
/s/ Eugene M. Sofranko Director
- -------------------------
Eugene M. Sofranko
/s/ Paul T. Stack Director
- ------------------------
Paul T. Stack
ABSENT - EXCUSED Director
- ------------------------
Leo Weingarten
EXHIBIT 99
STOCKHOLDER ENROLLMENT CARD
Enrollment card is
8 1/2" wide x 3 1/2" high
Front side of card
Middle Top
ENROLLMENT OPTIONS
Full Dividend Reinvestment - if you check this, you authorize the purchase
of additional shares of LNB Bancorp, Inc. Stock using all cash dividends
payable to you.
Partial Dividend Reinvestment - if you check this, you authorize the
purchase of additional shares of LNB Bancorp, Inc. Stock using the
indicated percentage of cash dividends payable to you.
Completion and return of this form authorizes your enrollment in the
Dividend Reinvestment and Cash Stock Purchase Plan as indicated on the
reverse side of this enrollment form.
An optional cash stock purchase card will be mailed to you on a quarterly
basis where you may elect to participate in the voluntary cash payment
option of our Dividend Reinvestment and Cash Stock Purchase Plan.
Any questions you may have regarding this plan may be directed to:
Back side of card
Middle Top
LNB BANCORP, INC
Authorization for Dividend Reinvestment and Cash Stock Purchase Plan
Please enroll me in the LNB Bancorp, Inc. Dividend Reinvestment and
Cash Stock Purchase Plan as indicated below.
1. __ Full Dividend Reinvestment - Please apply all dividends on all
shares of LNB Bancorp, Inc. Common registered in my name to the purchase
of additional shares of LNB Bancorp, Inc. common stock.
2. __ Partial Dividend Reinvestment - Please apply dividends on (please
specify) __25% __50% __75% or __% of my shares of LNB Bancorp, Inc. common
stock registered in my name to the purchase of additional shares of LNB
Bancorp, Inc. common stock.
Bottom left
(Please sign exactly as your name appears above)
PLEASE READ CAREFULLY BEFORE SIGNING
Bottom right
________________________________ _________
(Signature of Shareholder) (Date)
________________________________ _________
(Signature if held jointly) (Date)
