<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K/A
Annual Report Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file
December 31, 1998 Number 0-13203
Amendment Number 1
LNB Bancorp, Inc.
(Exact name of the registrant as specified in its Charter)
Ohio 34-1406303
(State of incorporation) (I.R.S. Employer Identification No.)
457 Broadway, Lorain, Ohio 44052-1769
(Address of principal executive offices) (Zip Code)
(440) 244 - 6000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.00 NASDAQ - OTC
Per Share
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant at May 31, 1999 was approximately $69,046,000.
The number of shares of Registrant's Common Stock outstanding on
May 31, 1999 was 4,122,775.
<PAGE>2
The undersigned registrant hereby amends the following items of its
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 on Form 10-K for the fiscal year ended December 31, 1998 for
the purpose of furnishing financial statements for The Lorain National
Bank Employee Stock Ownership Plan and The Lorain National Bank Stock
Purchase Plan:
PART II
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(3) Exhibits:
(99.1) Annual report on Form 11-K of The Lorain National Bank
Employee Stock Ownership Plan (registration number
33-65036) for the plan year ended December 31, 1998.
(99.2) Annual report on Form 11-K of The Lorain National Bank
Stock Purchase Plan (registration number 33-65036)
for the plan year ended December 31, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
LNB Bancorp, Inc.
(Registrant)
Date: June 28, 1999 By: /s/ Gregory D. Friedman
------------- -----------------------
Gregory D. Friedman
Senior Vice President,
Chief Operating Officer and
Chief Financial Officer
/s/ Mitchell J. Fallis
-----------------------
Mitchell J. Fallis
Vice President and
Chief Accounting Officer
<PAGE>3
LNB Bancorp, Inc.
Form 10K/A
Exhibit Index
Pursuant to Item 601 (a) of Regulation S-K
S-K Reference Exhibit
Number
(99.1) Annual report on Form 11-K of The Lorain National Bank
Employee Stock Ownership Plan (registration number
33-65036) for the plan year ended December 31, 1998.
(99.2) Annual report on Form 11-K of The Lorain National Bank
Stock Purchase Plan (registration number 33-65036)
for the plan year ended December 31, 1998.
<PAGE>4
LNB Bancorp, Inc.
Exhibit to Form 10 - K/A
(for the fiscal year ended December 31, 1998)
S - K Reference Number (99.1)
Annual report on Form 11-K of The Lorain National Bank
Employee Stock Ownership Plan (registration number 33-65036)
for the plan year ended December 31, 1998 filed as an
amendment to the annual report on Form 10-K.
<PAGE>5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Note: This Form 11-K is being filed as an amending exhibit to the Form
10-K of LNB Bancorp, Inc. for the fiscal year ended December 31,
1998 pursuant to Rule 15d-21, therefore no fee is required.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- -----------
Commission file number 0-13203
THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------------
(Full title of the plan)
Lorain National Bank 457 Broadway Lorain, Ohio 44052-1769
---------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
<PAGE>6
REQUIRED INFORMATION
Audited plan financial statements and schedules prepared in accordance
with the financial reporting requirements of the Employee Retirement
Income Securities Act of 1974, as amended, are filed herewith in lieu of
the requirements of an audited statement of financial condition and
statement of income and changes in plan equity.
Financial Statements and Exhibits
A) The following financial statements and schedules are filed as part
of this annual report.
1) Independent Auditors' Report
2) Statements of Assets Available for Distribution to
Participants - December 31, 1998 and 1997
3) Statements of Changes in Assets Available for Distribution to
Participants - Years ended December 31, 1998 and 1997.
4) Notes to Financial Statements
5) Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment
Purposes - December 31, 1998
6) Schedule 2 - Line 27(d) - Schedule of Reportable Transactions -
Year ended December 31, 1998
B) The following exhibit is filed as part of this annual report:
24. Consent of Independent Accountants
<PAGE>7
(COVER EMBOSSED WITH LOGO)
KPMG LLP
The Lorain National Bank
Employee Stock Ownership Plan
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>8
The Lorain National Bank
Employee Stock Ownership Plan
Table of Contents
Page
Independent Auditors' Report 1
Statements of Assets Available for Distribution
To Participants as of December 31, 1998 and 1997 2
Statements of Changes in Assets Available for
Distribution to Participants for the years ended
December 31, 1998 and 1997 3
Notes to Financial Statements 4
Schedules
1 Line 27(a) - Schedule of Assets Held for
Investment Purposes (at end of Plan year) -
December 31, 1998 8
2 Line 27(d) - Schedule of Reportable
Transactions - Year ended December 31, 1998 9
<PAGE>9
(LETTERHEAD)
(LOGO)
KPMG LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Independent Auditors' Report
----------------------------
The Plan Administrator
The Lorain National Bank
Sponsor of The Lorain National Bank
Employee Stock Ownership Plan:
We have audited the accompanying statements of assets available for
distribution to participants of The Lorain National Bank Employee Stock
Ownership Plan (Plan) as of December 31, 1998 and 1997, and the related
statements of changes in assets available for distribution to
participants for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by Management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for distribution
to participants of the Plan as of December 31, 1998 and 1997, and the
changes in those assets for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes as of December 31, 1998, and
reportable transactions for the year ended December 31, 1998, are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
April 29, 1999
(LOGO)
Member Firm of
KPMG International
<PAGE>10
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Assets Available for Distribution to Participants
December 31, 1998 and 1997
1998 1997
---- ----
Assets available for distribution
to participants
Short-term cash investments $ 85,223 378,065
Investments, at fair value (notes 3 and 6)
Common stock - LNB Bancorp, Inc. 3,666,161 3,539,707
Receivables
Employer contributions 100,000 -
Dividends and interest 33,208 29,336
----------- ----------
Total Receivables 133,208 29,336
----------- ----------
Assets available for
distribution to participants $ 3,884,592 3,947,108
=========== ==========
Assets available for distribution to
participants
Assets payable to terminated participants $ 165,800 325,177
Assets available for continuing participants 3,718,792 3,621,931
----------- ----------
$ 3,884,592 3,947,108
=========== ==========
See accompanying notes to financial statements.
2
<PAGE>11
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Assets Available for Distribution to Participants
Years ended December 31, 1998 and 1997
1998 1997
---- ----
Additions
Investment income - dividends and interest $ 119,362 102,993
Employer contribution 200,000 400,000
Net depreciation in fair value
of investments (note 3) (661) (105,664)
Other 606 -
---------- ---------
Total additions 319,307 397,329
---------- ---------
Distributions to participants (381,823) (232,814)
---------- ---------
Increase (decrease) in assets available for
distribution to participants (62,516) 164,515
Assets available for distribution to participants
Beginning of year 3,947,108 3,782,593
---------- ---------
End of year $3,884,592 3,947,108
========== =========
See accompanying notes to financial statements.
3
<PAGE>12
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of the Plan
The following description of The Lorain National Bank Employee
Stock Ownership Plan (Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan sponsored by The
Lorain National Bank (Bank), a wholly owned subsidiary of LNB
Bancorp, Inc., covering substantially all employees of the
Bank. An employee is eligible to participate in the Plan
after the attainment of age 21 and completion of one year of
service, as defined in the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Under the terms of the Plan, the Trust Department of the Bank
acts as trustee for the Plan and, as such, manages a trust
fund which includes all of the Plan's assets. The trustee
has been granted discretionary authority concerning purchases
and sales of investments in the trust fund made from employer
contributions.
(b) Bank Contributions
The amount of the contribution is determined by the Bank's
Board of Directors in its absolute discretion. The Bank is
not required to make a contribution in any specific year.
Contributions are allocated to participants' accounts in the
proportion each participant's annual compensation bears to
the total annual compensation of all participants for that
plan year.
(c) Voluntary Contributions
The Plan does not permit voluntary contributions.
(d) Vesting
Each participant's vested interest in the Bank's contribution
is determined based on the number of years of service, as
defined by the Plan. Forfeitures of nonvested employer
contributions are made available first to reinstate
previously forfeited account balances of former participants.
The remaining forfeitures, if any, are used to reduce the
contribution of the Bank for the plan year in which such
forfeitures occur.
4
<PAGE>13
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(e) Distributions Upon Termination of Employment
A participant whose employment terminates by reason of
retirement on their early retirement date or on their normal
retirement date, receives their vested benefits. The
participant may elect distribution of their vested benefits
either in a single distribution or in annual, semiannual,
quarterly, or monthly installments.
A participant whose employment is terminated for any reason
other than those designated above may receive a single
distribution of their vested benefits.
(f) Plan Termination
Although it has not expressed any intention to do so, the
Bank has the right to terminate the Plan subject to the
provisions set forth in ERISA. In the event of Plan
termination, the assets of the Plan will be allocated as
prescribed by ERISA and its related regulations.
(g) Plan Administrator
The Plan Administrator is the President and Chief Executive
Officer of the Bank.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared under the accrual method of accounting.
(b) Investments
The fair value of investments and changes therein are
determined through the use of current quoted market values.
Purchases and sales are recorded on a trade date basis.
Interest income is recorded on the accrual method of
accounting.
(c) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires Management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in
assets available for distribution during the reporting
period. Actual results could differ from those estimates.
<PAGE>14
(d) Payment of Benefits
Benefit payments to participants are recorded when paid.
5
<PAGE>15 THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(3) Investments
The following table presents the fair values of investments at
December 31, 1998 and 1997:
1998 1997
-------------------- --------------------
Number Number
of Shares Fair of Shares Fair
or Units Value or Units Value
--------- ----------- --------- -----------
Common stock
LNB Bancorp, Inc. 132,114 $ 3,666,161 127,557 $3,539,707
========= =========== ========== ==========
During the years ended December 31, 1998 and 1997, the Plan's
investments (including investments bought, sold, and held during the
year)depreciated in value by $(661) and $(105,644),respectively, as
follows:
1998 1997
---- ----
Common Stock - LNB Bancorp, Inc. $ (661) (105,945)
United States government securities - 281
------- -------
$ (661) (105,664)
======= =======
(4) Administrative Expenses
The administrative expenses of the Plan are paid by the Bank.
(5) Federal Income Taxes
The Internal Revenue Service issued its latest determination letter
on May 6, 1996 which stated that the Plan and its underlying Trust,
as designed, qualify under the applicable provisions of the Internal
Revenue Code. The Plan has been amended since receiving the
determination letter. In the opinion of the Plan Administrator, the
Plan and its underlying Trust have operated within the terms of the
Plan and remain qualified under the applicable provisions of the
Internal Revenue Code.
As long as the Plan continues to be qualified under present federal
income tax laws and regulations, participants will not be taxed on
Bank contributions or on investment earnings on such contributions at
the time such contributions and investment earnings are received by
the Trustee, but may be subject to tax thereon at such time as the
receive distributions under the Plan.
6
<PAGE>16
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(6) Party-in-Interest Transactions
------------------------------
The following is a summary of transactions in common stock of LNB
Bancorp Inc., 100 percent owner of the Bank, during the year ended
December 31, 1998:
Number Fair
of Shares Value
--------- ----------
Balance at December 31, 1997 127,557 $ 3,539,707
Purchases 8,807 244,705
Distributions (2,266) (62,882)
Net (depreciation) - (661)
Sale of shares (1,984) (54,708)
-------- ----------
Balance at December 31, 1998 132,114 $ 3,666,161
======= ===========
7
<PAGE>17
Schedule 1
----------
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 34-0869480
Plan Number: 002
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
Column A Column B Column C Column D
- -------- ------------------ -------------------------- -----------
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral,
or Similar Party Par or Maturity Value Cost
- -------- ------------------ -------------------------- -----------
* LNB Bancorp, Inc. 132,114 shares of common $ 2,358,718
stock
* Lorain National Bank Mutual funds
Treasury Trust Fund 85,223
-----------
$ 2,443,941
===========
Line 27(a) - Schedule of Assets Held for Investment Purposes Continued
Column A Column B Column C Column E
- -------- ------------------ -------------------------- -----------
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Value
- -------- ------------------ -------------------------- -----------
* LNB Bancorp, Inc. 132,114 shares of common $ 3,666,161
stock
* Lorain National Bank Mutual funds
Treasury Trust Fund 85,223
-----------
$ 3,751,384
===========
*Party-in-interest
See accompanying independent auditors' report.
8
<PAGE>18
Schedule 2
----------
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 34-0869480
Plan Number: 002
Line 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
Series transactions, when aggregated, involving an amount in excess of 5
percent of the current value of Plan assets:
Column A Column B Column C Column D Column E
- -------------------- --------------------- ---------- ---------- ---------
Total Total
Dollar Dollar
Identity of Description Value of Value Lease
Party Involved of Assets Purchases of Sales Rental
- -------------------- --------------------- ---------- ---------- ---------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
7 purchases $ 244,705 - -
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
4 sales - 54,708 -
* Lorain National Bank Treasury Trust Fund,
19 purchases 565,416 - -
* Lorain National Bank Treasury Trust Fund,
24 sales - 862,028 -
Line 27(d) - Schedule of Reportable Transactions Continued
Column A Column B Column F Column G Column H
- ---------------------- ----------------- ------------- -------- ---------
Current
Expense Value of
Incurred Asset on
Identity of Description With Cost of Transaction
Party Involved of Assets Transaction Asset Date
- ---------------------- ----------------- ------------- --------- ---------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
7 purchases - 244,705 244,705
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
4 sales - 56,481 54,708
* Lorain National Bank Treasury Trust Fund,
19 purchases - 565,416 565,416
* Lorain National Bank Treasury Trust Fund,
24 sales - 862,028 862,028
<PAGE>19
Schedule 2
----------
THE LORAIN NATIONAL BANK
EMPLOYEE STOCK OWNERSHIP PLAN
EIN: 34-0869480
Plan Number: 002
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
Line 27(d) - Schedule of Reportable Transactions Continued
Column A Column B Column I
- ---------------------- ---------------------- -------------
Identity of Description Net Gain
Party Involved of Assets or (Loss)
- ---------------------- ---------------------- -------------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
7 purchases -
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock,
4 sales (1,773)
* Lorain National Bank Treasury Trust Fund,
19 purchases -
* Lorain National Bank Treasury Trust Fund,
24 sales -
* Party-in-interest
See accompanying independent auditors' report.
9
<PAGE>20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE LORAIN NATIONAL BANK EMPLOYEE STOCK OWNERSHIP PLAN
------------------------------------------------------
(Name of Plan)
Date: June 28, 1999 By: /s/ Gregory D. Friedman
------------- -----------------------
Gregory D. Friedman
Senior Vice President,
Chief Operating Officer and
Chief Financial Officer
/s/ Mitchell J. Fallis
----------------------
Mitchell J. Fallis
Vice President and
Chief Accounting Officer
<PAGE>21
The Lorain National Bank
Employee Stock Ownership Plan
Exhibit to Form 11 - K
(for the fiscal year ended December 31, 1998)
S - K Reference Number (24)
Consent of Independent Accountants.
<PAGE>22
(LETTERHEAD)
(LOGO)
KPMG LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Consent of Independent Accountants
----------------------------------
The Plan Administrator
LNB Bancorp, Inc.:
We consent to the incorporation by reference in the Registration Statement
No. 33-65036 of LNB Bancorp, Inc. of our report dated April 29, 1999,
relating to the statements of assets available for distribution to
participants of The Lorain National Bank Employee Stock Ownership Plan as
of December 31, 1998, and 1997, and the related statements of changes in
assets available for distribution to participants for the years then
ended, which report appears in Amendment No. 1 to the 1998 annual report
on Form 10-K of LNB Bancorp, Inc.
/s/ KPMG LLP
Cleveland, Ohio
June 28, 1999
(LOGO)
Member Firm of
KPMG International
<PAGE>23
LNB Bancorp, Inc.
Exhibit to Form 10 - K/A
(for the fiscal year ended December 31, 1998)
S - K Reference Number (99.2)
Annual report on Form 11-K of The Lorain National Bank
Stock Purchase Plan (registration number 33-65036)
for the plan year ended December 31, 1998 filed
as an amendment to the annual report on Form 10-K.
<PAGE>24
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Note: This Form 11-K is being filed as an amending exhibit to the Form
10-K of LNB Bancorp, Inc. for the fiscal year ended December 31,
1998 pursuant to Rule 15d-21, therefore no fee is required.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- -----------
Commission file number 0-13203
THE LORAIN NATIONAL BANK STOCK PURCHASE PLAN
--------------------------------------------
(Full title of the plan)
Lorain National Bank 457 Broadway Lorain, Ohio 44052-1769
-------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
<PAGE>25
REQUIRED INFORMATION
Audited plan financial statements and schedules prepared in accordance
with the financial reporting requirements of the Employee Retirement
Income Securities Act of 1974, as amended, are filed herewith in lieu of
the requirements of an audited statement of financial condition and
statement of income and changes in plan equity.
Financial Statements and Exhibits
A) The following financial statements and schedules are filed as
part of this annual report:
1) Independent Auditors' Report
2) Statements of Assets Available for Distribution to
Participants - December 31, 1998 and 1997
3) Statements of Changes in Assets Available for Distribution
to Participants - Years ended December 31, 1998 and 1997
4) Notes to Financial Statements
5) Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment
Purposes - December 31, 1998
6) Schedule 2 - Line 27(d) - Schedule of Reportable Transactions -
Year ended December 31, 1998
B) The following exhibit is filed as part of this annual
report:
24. Consent of Independent Accountants
<PAGE>26
(COVER EMBOSSED WITH LOGO)
KPMG LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
The Lorain National Bank
Stock Purchase Plan
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>27
The Lorain National Bank
Stock Purchase Plan
Table of Contents
Page
Independent Auditors' Report 1
Statements of Assets Available for Distribution
To Participants as of December 31, 1998 and 1997 2
Statements of Changes in Assets Available for
Distribution to Participants for the years ended
December 31, 1998 and 1997 3
Notes to Financial Statements 4
Schedules
1 Line 27(a) - Schedule of Assets Held for
Investment Purposes (at end of Plan year) -
December 31, 1998 7
2 Line 27(d) - Schedule of Reportable
Transactions - Year ended December 31, 1998 8
<PAGE>28
(LETTERHEAD)
(LOGO)
KPMG LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Independent Auditors' Report
----------------------------
The Plan Administrator
The Lorain National Bank
Sponsor of The Lorain National Bank
Stock Purchase Plan:
We have audited the accompanying statements of assets available for
distribution to participants of The Lorain National Bank Stock Purchase
Plan (Plan) as of December 31, 1998 and 1997, and the related statements
of changes in assets available for distribution to participants for the
years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by Management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets available for distribution to
participants of the Plan as of December 31, 1998 and 1997, and the changes
in those assets for the years then ended in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes as of December 31, 1998, and
reportable transactions for the year ended December 31, 1998, are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
April 29, 1999
(LOGO)
Member Firm of
KPMG International
<PAGE>29
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
Statements of Assets Available for Distribution to Participants
December 31, 1998 and 1997
1998 1997
---- ----
Assets available for distribution
to participants:
Short-term cash investments $ 137,784 33,158
Investment, at fair value (notes 3 and 6)
LNB Bancorp, Inc. common stock 3,254,868 3,463,811
Dividends and interest receivable 29,787 27,687
--------- ---------
Assets available for distribution
to participants $ 3,422,439 3,524,656
========= =========
See accompanying notes to financial statements.
2
<PAGE>30
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
Statements of Changes in Assets Available for Distribution to Participants
Years ended December 31, 1998 and 1997
1998 1997
---- ----
Additions:
Investment income:
Dividend and interest income $ 105,498 90,549
Net appreciation(depreciation)in fair
value of investment 18,916 (81,238)
--------- ---------
Total investment income 124,414 9,311
--------- ---------
Contributions:
Employer 126,781 121,017
Participants 253,540 242,016
--------- ---------
Total contributions 380,321 363,033
--------- ---------
Total additions 504,735 372,344
Deductions:
Distributions to participants (606,952) (582,231)
--------- ---------
(Decrease)in assets available for
distribution to participants (102,217) (209,887)
Assets available for distribution to participants:
Beginning of year 3,524,656 3,734,543
--------- ---------
End of year $ 3,422,439 3,524,656
========= =========
See accompanying notes to financial statements.
3
<PAGE>31
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of the Plan
The following description of The Lorain National Bank Stock Purchase
Plan (Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) General
The Plan is a defined contribution plan sponsored by The Lorain
National Bank (Bank), a wholly owned subsidiary of LNB Bancorp,
Inc., covering substantially all employees of the Bank. An
employee is eligible to participate in the Plan on the January
1 or July 1 after the attainment of age 21 and completion of
one year of service, as defined in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Under the terms of the Plan, the Trust Department of the Bank
acts as trustee for the Plan and, as such, manages a trust
fund which includes all of the Plan's assets. The Plan
stipulates that employer and employee contributions will be
invested in units of the LNB Bancorp, Inc. stock fund which
primarily consists of stock of LNB Bancorp, Inc.
(b) Bank Contributions
The Bank is required to contribute to the Plan for each month,
out of its current or accumulated earnings only, an amount
equal to 50 percent of the participants' contributions for each
month.
(c) Participants' Contributions
A participant can make, through payroll deductions,
contributions of one (1) to six (6) percent (in whole integers)
of their compensation. Changes in the amount of compensation
paid to a participant will automatically effect a change in the
amount of the contribution.
(d) Vesting of Contributions
Each participant has a fully vested interest in the Bank's
and their contributions as of the date payments are made.
(e) Withdrawals While Employed
At any time, subject to certain restrictions, a participant may
elect to withdraw all or a portion of their units.
4
<PAGE>32
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(f) Distributions Upon Termination of Employment
A participant whose employment terminates by reason of
retirement on their early retirement date or on their normal
retirement date, receives all units credited to their account.
The participant may elect distribution of the units either in a
single distribution or in annual, semiannual, quarterly, or
monthly installments.
A participant whose employment is terminated for any reason
other than those designated above may receive a single
distribution of all units credited to the participant.
(g) Plan Termination
Although it has not expressed any intention to do so, the Bank
has the right to terminate the Plan subject to the provisions
set forth in ERISA. In the event of Plan termination, the
assets of the Plan will be allocated as prescribed by ERISA and
its related regulations.
(h) Plan Administrator
The Plan Administrator is the President and Chief Executive
Officer of the Bank.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared under the accrual method of accounting.
(b) Investment
The fair value of the investment and changes therein are
determined through the use of current quoted market values.
Purchases and sales are recorded on a trade-date basis.
Interest income is recorded on the accrual method of
accounting.
(c) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires Management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of changes in assets available for
distribution during the reported period. Actual results could
differ from those estimates.
<PAGE>33
(d) Payments of Benefits
Benefit payments to participants are recorded when paid.
5
<PAGE>34
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(3) Investment
The following table presents the fair value of the investment at
December 31, 1998 and 1997:
1998 1997
-------------------- --------------------
Number Fair Number Fair
of shares Value of shares Value
--------- ---------- --------- ----------
LNB Bancorp, Inc. 117,293 $3,254,868 124,822 $3,463,811
Common Stock ========== ==========
During the years ended December 31, 1998 and 1997, the Plan's
investment (including investments bought, sold, and held during the
year) appreciated (depreciated) in value by $18,916 and $(81,238),
respectively.
(4) Federal Income Taxes
The Internal Revenue Service issued its latest determination letter
on June 24, 1996 which stated that the Plan and its underlying Trust,
as designed, qualify under the applicable provisions of the Internal
Revenue Code. The Plan has been amended since receiving the
determination letter. In the opinion of the Plan Administrator, the
Plan and its underlying Trust have operated within the terms of the
Plan and remain qualified under the applicable provisions of the
Internal Revenue Code.
As long as the Plan continues to be qualified under present federal
income tax laws and regulations, participants will not be taxed on
Bank contributions or on investment earnings on such contributions
at the time such contributions and investment earnings are received
by the Trustee, but may be subject to tax thereon at such time as
they receive distributions under the Plan.
(5) Administrative Expenses
The administrative expenses of the Plan are paid by the Bank.
(6) Party-In-Interest Transactions
The following is a summary of transactions in common stock of LNB
Bancorp, Inc., 100 percent owner of the Bank, during the year ended
December 31, 1998: Number
of Shares Fair Value
--------- ------------
Balance at December 31, 1997 124,822 $ 3,463,811
Purchases 8,028 224,529
Distributions (10,710) (317,041)
Sale of fractional shares (4,847) (135,347)
Net appreciation - 18,916
---------- ------------
Balance at December 31, 1998 117,293 $3,254,868
========== ============
6
<PAGE>35
Schedule 1
----------
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
EIN: 34-0869480
PLAN NUMBER: 003
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
Column A Column B Column C Column D Column E
- -------- ------------------ ------------------------- --------- --------
Description of Investment
Identity of Issue, Including Maturity Date,
Borrower, Lessor Rate of Interest, Collateral, Current
or Similar Party Par or Maturity Value Cost Value
- -------- ----------------- ------------------------- --------- --------
* LNB Bancorp, Inc. 117,293 shares of $1,419,159 $3,254,868
LNB Bancorp Inc.
Common stock
* Lorain National Bank Treasury Trust Fund $ 137,784 $ 137,784
* Party-in-interest
See accompanying independent auditors' report.
7
<PAGE>36
Schedule 2
----------
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
EIN: 34-0869480
PLAN NUMBER: 003
Line 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
Series transactions, when aggregated, involving an amount in excess of 5
percent of the current value of plan assets:
Column A Column B Column C Column D Column E
- -------------------- ----------------- ---------- -------- ---------
Total Total
Dollar Dollar
Identity of Description Value of Value Lease
Party Involved of Assets Purchases of Sales Rental
- -------------------- ----------------- ---------- --------- ---------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
8 purchases $ 224,529 - -
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
5 sales - 135,347 -
* Lorain National Bank Treasury Trust Fund;
35 purchases 471,474 - -
* Lorain National Bank Treasury Trust Fund;
20 sales - 366,848 -
Line 27(d) - Schedule of Reportable Transactions Continued
Column A Column B Column F Column G Column H
- -------------------- ----------------- ------------ --------- ---------
Current
Expenses Value Of
Incurred Asset On
Identity of Description With Cost of Transaction
Party Involved of Assets Transaction Asset Date
- -------------------- ----------------- ------------ -------- --------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
8 purchases - 224,529 224,529
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
5 sales - 139,517 135,347
* Lorain National Bank Treasury Trust Fund;
35 purchases - 471,474 471,474
* Lorain National Bank Treasury Trust Fund;
20 sales - 366,848 366,848
<PAGE>37
Schedule 2
----------
THE LORAIN NATIONAL BANK
STOCK PURCHASE PLAN
EIN: 34-0869480
PLAN NUMBER: 003
Line 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
Line 27(d) - Schedule of Reportable Transactions Continued
Column A Column B Column I
- -------------------- ----------------- ----------
Identity of Description Net Gain
Party Involved of Assets or (Loss)
- -------------------- ----------------- ----------
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
8 purchases -
* LNB Bancorp, Inc. LNB Bancorp, Inc.
Common Stock;
5 sales (4,170)
* Lorain National Bank Treasury Trust Fund;
35 purchases -
* Lorain National Bank Treasury Trust Fund;
20 sales -
* Party-in-interest
See accompanying independent auditors' report.
8
<PAGE>38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE LORAIN NATIONAL BANK STOCK PURCHASE PLAN
--------------------------------------------
(Name of Plan)
Date: June 28, 1999 By: /s/ Gregory D. Friedman
------------- ----------------------------
Gregory D. Friedman
Senior Vice President,
Chief Operating Officer and
Chief Financial Officer
/s/ Mitchell J. Fallis
----------------------------
Mitchell J. Fallis
Vice President and
Chief Accounting Officer
<PAGE>39
The Lorain National Bank
Stock Purchase Plan
Exhibit to Form 11 - K
(for the fiscal year ended December 31, 1998)
S - K Reference Number (24)
Consent of Independent Accountants.
<PAGE>40
(LETTERHEAD)
(LOGO)
KPMG LLP
1500 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3495
Consent of Independent Accountants
----------------------------------
The Plan Administrator
LNB Bancorp, Inc.:
We consent to the incorporation by reference in the Registration Statement
No. 33-65036 of LNB Bancorp, Inc. of our report dated April 29, 1999,
relating to the statements of assets available for distribution to
participants of The Lorain National Bank Stock Purchase Plan as of
December 31, 1998 and 1997, and the related statements of changes in
assets available for distribution to participants for the years then
ended, which report appears in Amendment No. 1 to the 1998 annual report
on Form 10-K of LNB Bancorp, Inc.
/s/ KPMG LLP
Cleveland, Ohio
June 28, 1999
(LOGO)
Member Firm of
KPMG International
