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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
December 14, 1999
LNB Bancorp, Inc.
(Exact name of the registrant as specified in its charter)
Ohio 0-13203 34-1406303
(State or other jurisdiction of (SEC File No.) (I.R.S. Employer
incorporation or organization) 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
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5 - Other Events
(A) Special Meeting of Shareholders of LNB Bancorp, Inc.
A Special Meeting of Shareholders of LNB Bancorp, Inc. was held at 521
Broadway, Lorain, Ohio 44052, on Tuesday, December 14, 1999, at 10:00 AM
local time for the purpose of considering and voting upon three proposals.
Proxy Statements were furnished to shareholders of LNB Bancorp, Inc. (the
"Corporation") in connection with the solicitation of proxies by the Board
of Directors of the Corporation to be used at the Special Meeting of
Shareholders on December 14, 1999.
Proposals voted upon
(1)AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK - To
approve an amendment to the Articles of Incorporation of
LNB Bancorp, Inc. to increase the number of authorized
shares of Common Stock from 5,000,000 to 15,000,000 shares.
ABSTAIN/ BROKER
FOR AGAINST WITHHELD NON-VOTES
3,534,553 116,419 41,890 429,913
(2)AUTHORIZATION OF PREFERRED STOCK - To approve an
amendment to the Articles of Incorporation of LNB Bancorp,
Inc. to provide for 1,000,000 authorized shares of Voting
Preferred Stock.
ABSTAIN/ BROKER
FOR AGAINST WITHHELD NON-VOTES
2,865,383 317,986 47,743 891,663
(3)ELIMINATION OF PREEMPTIVE RIGHTS - To approve an
amendment to the Articles of Incorporation of LNB Bancorp,
Inc. to eliminate the preemptive rights of shareholders to
purchase additional shares upon issuance.
ABSTAIN/ BROKER
FOR AGAINST WITHHELD NON-VOTES
2,886,214 270,398 74,499 891,664
The total number of shares of LNB Bancorp, Inc. Common Stock, $1.00 par
value, outstanding as of October 27, 1999, the record date of the Special
Meeting, was 4,122,775. The above three Proposed Amendments were approved
by an affirmative vote of the holders of at least two-thirds (66 2/3%) of
the outstanding shares of Common Stock of the Corporation entitled to vote
at the Special Meeting which were 4,122,775. The percentage of
affirmative votes on the above three proposals is as follows:
Affirmative
Vote
-----------
Proposal 1 85.73
Proposal 2 69.50
Proposal 3 70.00
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Certificate of Amended Articles of Incorporation of LNB Bancorp, Inc., is
herein incorporated by reference to Item 7, Exhibit 99.1 of this Form 8-K.
(B) Change in Executive Management of LNB Bancorp, Inc. and its wholly
owned subsidiary Lorain National Bank.
The Board of Directors of LNB Bancorp, Inc., and its wholly owned
subsidiary, The Lorain National Bank, today reported that veteran Bank
executive James F. Kidd has announced his retirement as President and
Chief Executive Officer of The Lorain National Bank and the Bancorp. He
will continue to serve the Bank and Bancorp as Vice Chairman of the Board.
In accordance with an established management succession plan, Gary C.
Smith, Senior Executive Vice President since May 1999, was appointed to
succeed Mr. Kidd. A press release relative to this change in Executive
Management is attached as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits:
99.1 LNB Bancorp, Inc. - Certificate of Amended Articles of
Incorporation of LNB Bancorp, Inc.(amended as of December
20, 1999)
99.2 The press release dated December 21, 1999 of Lorain
National Bank, the wholly-owned subsidiary of LNB Bancorp,
Inc., related to Changes in Executive Management
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LNB BANCORP, INC.
(registrant)
Date: December 23, 1999 /s/Gregory D. Friedman
______________________
Gregory D. Friedman,
Executive Vice President and
Chief Financial Officer
Date: December 23, 1999 /s/Mitchell J. Fallis
_________________________
Mitchell J. Fallis,
Vice President and
Chief Accounting Officer
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LNB Bancorp, Inc.
Form 8-K
Exhibit Index
Exhibit Page
Number Number
99.1 LNB Bancorp, Inc., - Certificate of Amended 06
Articles of Incorporation of LNB Bancorp,
Inc.(amended as of December 20, 1999).
99.2 Lorain National Bank Press Release dated 13
December 21, 1999, related to Changes in
Executive Management.
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LNB Bancorp, Inc.
Exhibit to Form 8-K
Exhibit 99.1
LNB Bancorp, Inc. - Certificate of Amended Articles of
Incorporation of LNB Bancorp, Inc.
(amended as of December 20, 1999).
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LNB Bancorp, Inc.
Certificate of Amended Articles of
Incorporation of LNB Bancorp, Inc.
(Amended as of December 20, 1999)
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CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION
OF
LNB BANCORP, INC.
Mr. James F. Kidd, President of LNB Bancorp, Inc., and Mr. Thomas P. Ryan,
as Executive Vice President and Secretary/Treasurer of LNB Bancorp, Inc.,
an Ohio Corporation, for profit, with its principal location at 457
Broadway, Lorain, Ohio, do hereby certify that a meeting of the Share-
holders was duly called and held on Tuesday, December 14, 1999, at 10:00
o'clock a.m., at which meeting a quorum of the Shareholders was present in
person or by proxy.
The said James F. Kidd, as President, and Thomas P. Ryan, as Executive
Vice President and Secretary/Treasurer, do further certify that by a vote
of 3,534,553 shares for; 116,410 shares against; and 41,890 shares
abstaining, which vote constituted an affirmative vote of 85.73% of the
holders and shares entitled to vote, the following resolution was adopted
to amend the Articles of Incorporation, to-wit:
BE IT RESOLVED, that Article IV of the Articles of Incorporation of
LNB Bancorp, Inc. be amended to increase the number of authorized
shares of common stock from 5 million to 15 million shares, said
authorized shares to be subject to the provisions of the amended
ARTICLE IV as set forth in the attached "Exhibit A."
BE IT FURTHER RESOLVED, that ARTICLE IV of the Articles of
Incorporation of LNB Bancorp, Inc., as amended, shall read as set
Forth in attached "Exhibit A."
The said James F. Kidd, as President, and Thomas P. Ryan, as Executive
Vice President and Secretary/Treasurer, do further certify that by a vote
of 2,865,383 shares for; 317,986 shares against; and 512,038 shares
abstaining, which vote constituted an affirmative vote of 69.50% of the
holders and shares entitled to vote, the following resolution was adopted
to amend the Articles of Incorporation, to-wit:
BE IT RESOLVED, that Article IV of the Articles of Incorporation of
LNB Bancorp, Inc. be amended to provide for 1,000,000 authorized
shares of Voting Preferred Stock, said authorized shares to be
subject to the provisions of the amended ARTICLE IV as set forth in
the attached "Exhibit A."
BE IT FURTHER RESOLVED, that ARTICLE IV of the Articles of
Incorporation, of LNB Bancorp, Inc., as amended, shall read as set
forth in the attached "Exhibit A."
The said James F. Kidd, as President, and Thomas P. Ryan, As Executive
Vice President and Secretary/Treasurer, do further certify that by a vote
of 2,886,214 shares for; 270,398 shares against; and 538,795 shares
abstaining, which vote constituted an affirmative vote of 70% of the
holders and shares entitled to vote, the following resolution was adopted
to amend the Articles of Incorporation, to-wit:
BE IT RESOLVED, that ARTICLE XI of the Articles of Incorporation of
LNB Bancorp, Inc. be amended to eliminate pre-emptive rights of
shareholders to purchase additional shares upon issuance.
BE IT FURTHER RESOLVED, that ARTICLE XI of the Articles of
Incorporation of LNB Bancorp, Inc., as amended, shall read as set
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forth in attached "Exhibit B."
IN WITNESS WHEREOF, the above-named officers, acting on behalf of LNB
Bancorp, Inc., an Ohio corporation have subscribed their names this 17
day of December, 1999.
/s/James F. Kidd
______________________________
James F. Kidd, President
/s/Thomas P. Ryan
______________________________
Thomas P. Ryan, Executive Vice
President & Secretary/Treasurer
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"EXHIBIT A"
ARTICLE IV
FOURTH: Subject to the provisions of this Article FOURTH, the total
number of shares of all classes of stock which the Corporation shall have
the authority to issue is 16,000,000 shares consisting of (i)15,000,000
shares of Common Stock, $1 par value (the "Common Stock"); and (ii)
1,000,000 shares of Voting Preferred Stock, no par value (the "Voting
Preferred Stock").
A. Common Stock
The holders of the Common Stock are entitled at all times to one vote for
each share and to such dividends as the Board of Directors may in its
discretion from time to time legally declare, subject, however, to the
voting and dividend rights of the holders of the Voting Preferred Stock.
In the event of any liquidation, dissolution or winding up of the
Corporation, the remaining assets of the Corporation after the payment of
all debts and necessary expenses shall be distributed among the holders of
the Common Stock pro rata in accordance with their respective holdings,
subject, however, to the rights of the holders of the Voting Preferred
Stock then outstanding. The Common Stock is subject to all of the terms
and provisions of the Voting Preferred Stock as fixed by the Board of
Directors as hereinafter provided.
B. Voting Preferred Stock
The Board of Directors is hereby expressly authorized to adopt amendments
to the Articles of Incorporation to provide for the issuance of one or
more series of Voting Preferred Stock, to establish from time to time the
number of shares to be included in each such series, to fix the designation,
powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof,
including without limitation the following, and the shares of each series
may vary from the shares of any other series in the following respects:
(a) the division of such shares into series and the designation
and authorized number of shares of each series;
(b) the dividend rate on the shares;
(c) the dates of payment of dividends, whether the dividends
shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(d) the redemption rights, if any, and the redemption price or
prices for the particular series, if redeemable, and the
terms and conditions of such redemption;
(e) sinking fund requirements, if any;
(f) the preference, if any, of the shares of such series in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of affairs of the Corporation;
(g) the right, if any, of the shares of such series to be
converted into shares of any other series or class and the
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terms and conditions of such conversion; and
(h) any other relative rights, preferences and limitations of
that series.
The holders of Voting Preferred Stock shall be entitled at all times to
one vote for each share, voting as a class. Voting Preferred Stock
redeemed or otherwise acquired by the Corporation shall assume the status
of authorized but unissued Voting Preferred Stock and shall be
unclassified as to series and may thereafter, subject to the provisions of
this Article FOURTH, as it may be amended, be reissued in the same manner
as other authorized but unissued Voting Preferred Stock.
C. Purchase of Securities
The Board of Directors of the Corporation shall have the power to cause
the Corporation from time to time and at any time to purchase, redeem,
hold, sell, transfer or otherwise deal with (1) shares of any class or
series issued by it, subject to the express terms of such shares, (2) any
security or other obligation of the Corporation which may confer upon the
holder thereof the right to convert the same into shares of any class or
series authorized by the Articles of Incorporation, and (3) any security
or other obligation which may confer upon the holder thereof the right to
purchase shares of any class or series authorized by the Articles of
Incorporation. The Corporation shall have the right to repurchase, if and
when any shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the Corporation.
The authority granted in this paragraph C of Article IV of these Articles
of Incorporation shall not limit the plenary authority of the Directors to
purchase, redeem, hold, sell, transfer or otherwise deal with shares of
any class or series, or other securities or obligations issued by the
Corporation or authorized by its Articles of Incorporation.
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"EXHIBIT B"
ELEVENTH: No holders of shares of any class shall have the right to vote
cumulatively in the election of directors.
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LNB Bancorp, Inc.
Exhibit to Form 8-K
Exhibit 99.2
The press release dated December 21, 1999 of Lorain
National Bank, the wholly-owned subsidiary of
LNB Bancorp, Inc., related to Changes in Executive
Management.
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FOR IMMEDIATE RELEASE
CONTACTS:
Thomas P. Ryan Gregory D. Friedman
Executive Vice President Executive Vice President and
and Secretary/Treasurer Chief Financial Officer
(440) 244-7319 (440) 989-3360
LNB BANCORP APPOINTS GARY SMITH SUCCESSOR
TO RETIRING PRESIDENT AND CEO JAMES KIDD
LORAIN, OHIO DECEMBER 21, 1999 The Board of Directors of LNB Bancorp, Inc.
(OTC BB: LNBB), and its wholly owned subsidiary, The Lorain National Bank,
today reported that veteran Bank executive James F. Kidd has announced his
retirement as president and chief executive officer of The Lorain National
Bank and the Bancorp. He will continue to serve the Bank and Bancorp as
Vice Chairman of the Board. In accordance with an established management
succession plan, Gary C. Smith, senior executive vice president since May
1999, was appointed to succeed Mr. Kidd.
Commenting on the transition, Smith said, "I am truly privileged to carry
on the unique team environment championed by Jim, whose leadership has
been inspirational to our entire bank family. We all look forward to
continuing the tradition he has helped to build, and move into the year
2000 focused on providing the kind of service that has become our hallmark
by creating value for our shareholders, controlling our own destiny, and
fulfilling the needs of our customers."
Regarding Smith's appointment, Mr. Kidd said, "We were fortunate to find
someone like Gary, who not only shares our vision of what a community bank
represents, but also possesses the skills and experience necessary to lead
our Bank into the future. With Gary at the helm of our excellent
management team, I am confident that the Bank will sustain its community
bank tradition in the years ahead."
Mr. Kidd, 60, began his career in 1964 as a bank teller. Over the past 35
years he has held a wide variety of positions at the Bank, serving as
president and chief executive officer since January 1996. An active
trustee and former chairman of the Board of Trustees for Lorain County's
Chamber of Commerce, Mr. Kidd is also a member of the Ohio Bankers
Association and Lorain County Together. In addition, he is actively
involved in such community initiatives as the United Way of Lorain County,
where he is a former chairman, and Community Health Partners, where he
serves as trustee and chairman. Mr. Kidd also serves as trustee for the
Center for Leadership in Education and is a member of the Lorain County
Reads program.
Mr. Smith, 52, brings with him more than 30 years of banking experience,
17 of which were served on the executive level of other community banks in
Ohio. Before joining Lorain National Bank in May 1999, he was president of
Bank First National in Newark, Ohio, and previously served as senior
lending officer and Chairman of the Board of Directors Loan Committee for
EST National Bank in Elyria, Ohio. Mr. Smith is a member of the Avon Lake
Kiwanis Club and the Lorain County Chamber's Board, where he serves on its
Executive Committee. Previously, he was a member of the Elyria Rotary,
Sales and Marketing Executives, Lorain County JVS Foundation Board, Avon
Lake Business Association and Robert Morris Associates.
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LNB Bancorp, Inc., with $590 million in assets, is a locally owned,
independent bank holding company. Its subsidiary, The Lorain National
Bank, is an aggressive and proactive community bank operating 21 retail
branch offices and 28 ATMs in the nine communities of Lorain, Elyria,
Amherst, Avon Lake, Oberlin, Vermilion, Olmsted Township, LaGrange and
Westlake. Lorain National Bank's deposits are insured by the Federal
Deposit Insurance Corporation.
Lorain National Bank offers a full range of bank products and services
while specializing in small business, mortgage, and personal banking
services, including investment management and trust services. Additional
information about LNB Bancorp's financial results and Lorain National
Bank's products and services can be accessed at our World Wide Web site on
the Internet at www.4LNB.com or by calling (800) 860-1007.
