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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LNB BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 341406303
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(State of Incorporation or Organization) (IRS Employer Identification No.)
457 BROADWAY, LORAIN, OHIO 44052
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. | |
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form
relates: (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 24, 2000, the Board of Directors of LNB Bancorp, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
Common Share of the Company to shareholders of record at the close of business
on November 6, 2000. One Right will also be distributed for each Common Share
issued after November 6, 2000 until the Distribution Date (which is described in
the next paragraph). Each Right entitles the registered holder to purchase from
the Company units ("Units") of Series A Voting Preferred Shares, no par value
(the "Preferred Shares"), at an exercise price of $60 per Right. The description
and terms of the Rights are set forth in a Rights Agreement dated as of October
24, 2000 (the "Rights Agreement") between the Company and Registrar and Transfer
Company as Rights Agent. The exercise price has been set at $60 based upon the
advice of the Company's financial adviser.
The Rights Agreement provides that the Rights will be evidenced by the
share certificates representing the Common Shares and no separate Rights
Certificates will be distributed until the "Distribution Date" which will be the
earlier to occur of (i) the close of business 10 business days following a
public announcement that a person or group of affiliated or associated persons
has acquired beneficial ownership of 15% or more of the outstanding Common
Shares (an "Acquiring Person") or (ii) the close of business 10 business days
after the latest of (A) the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
a person or group becoming an Acquiring Person, (B) the date on which all
regulatory approvals required for the acquisition of shares pursuant to the
tender or exchange offer have been obtained or waived, or (C) the date on which
any approval required of shareholders of the person making the tender or
exchange offer is obtained. The definition of Acquiring Person excludes the
Company, any subsidiary of the Company or any of the Company's employee benefit
plans.
Until the Distribution Date (A) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Share certificates, (B) new Common Share certificates issued after November 6,
2000 will contain a notation incorporating the Rights Agreement by reference and
(C) the surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by the certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 23, 2010, unless the Company redeems
them at an earlier date. The Company's ability to redeem the Rights is described
below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except for the issuance of Common
Shares in connection with outstanding
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options, convertible securities and as otherwise determined by the Board of
Directors, only Common Shares issued prior to the Distribution Date will be
issued with Rights.
Subject to the right of the Company to redeem the Rights as explained
below, in the event that any person becomes an Acquiring Person, each holder of
a Right, other than the Acquiring Person, will then have the right (the "Flip-In
Right") to receive upon exercise the Units of Preferred Shares (or, in certain
circumstances, other securities of the Company) having a value (immediately
prior to such triggering event) equal to two times the exercise price of the
Right. For this purpose, a Unit of Preferred Shares is deemed to have the same
value as the market price of the Company's Common Shares at that time. One Unit
of Preferred Shares has rights which are comparable in terms of dividends and
voting power and upon liquidation to one Common Share. Each Flip-In Right will
entitle the holder, other than the Acquiring Person, to purchase from the
Company Units of Preferred Shares at 50% of market value.
All Rights that are beneficially owned by any Acquiring Person will be
null and void.
In the event that, at any time following the acquisition of 15% or more
of the Company's Common Shares by a person or group, (i) the Company is acquired
in a merger or other business combination transaction in which the Company is
not the surviving corporation, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right, other than the
Acquiring Person, will then have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Right.
A person or group of affiliated persons will not trigger the separation
and exercisability of the Rights if that person or group becomes the beneficial
owner of 15% or more of the Common Shares solely as a result of the Company's
reducing the number of outstanding shares, unless that person or group
subsequently acquires an additional 1.0% or more of the then outstanding Common
Shares.
The Company may redeem the Rights in whole, but not in part, at a price
of $.001 per Right, at any time until the close of business 10 business days
following acquisition of 15% or more of the Company's Common Shares by a person
or group.
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any
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time period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made when the Rights are
not redeemable.
The inability of a person or group that acquires 15% or more of the
Company's Common Shares to exercise the Rights will result in a substantial
dilution of that person's ownership level and voting power if there is any
significant exercise of the Rights by other shareholders. The ability of the
Board of Directors to redeem the Rights, and other provisions of the Rights
Plan, will enable the Board of Directors to avoid the effect of the Rights in
any negotiated acquisition of the Company that is first approved by the Board of
Directors.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Second
Amended Articles of Incorporation of the Company, as Exhibit B the Form of
Rights Certificate, and as Exhibit C the Summary of Rights, is attached hereto
as Exhibit 1 and is incorporated herein by reference. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to such exhibits.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of October 24, 2000, between LNB Bancorp,
Inc. and Registrar and Transfer Company, which includes as Exhibit A the Second
Amended Articles of Incorporation of the Company, as Exhibit B the Form of
Rights Certificate, and as Exhibit C the Summary of Rights. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until after the
Distribution Date (as that term is defined in the Rights Agreement).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
LNB Bancorp, Inc.
Date: November 2, 2000 By /s/ Gregory D. Friedman
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Gregory D. Friedman
Executive Vice President and
Chief Financial Officer
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EXHIBIT LIST
1. Rights Agreement, dated as of October 24, 2000 between LNB Bancorp, Inc. and
Registrar and Transfer Company, which includes as Exhibit A the Second Amended
Articles of Incorporation of the Company, as Exhibit B the Form of Rights
Certificate, and as Exhibit C the Summary of Rights.
