<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1995 Comission file number: 0-13166
CoBancorp Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1465382
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
124 Middle Avenue, Elyria, Ohio 44035
(Address of principal executive offices) (Zip Code)
(216) 329-8000
Registrant's telephone number, including area code
Not applicable
Former name, former address and former fiscal year,
if changed since last report.
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 periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
As of June 30, 1995, there were 3,337,118 outstanding common shares, with no
par value, of the Registrant.
-1-
<PAGE> 2
INDEX
COBANCORP INC.
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Consolidated balance sheets -- June 30, 1995 and December 31, 1994 3
Consolidated statements of income -- Three months ended June 30, 1995
and 1994 and six months ended June 30, 1995 and 1994 4
Consolidated statements of cash flows -- Six months ended
June 30, 1995 and 1994 5
Notes to consolidated financial statements -- June 30, 1995 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION 12
SIGNATURES 13
EXHIBITS 14
</TABLE>
-2-
<PAGE> 3
COBANCORP INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
June 30 December 31
1995 1994
---------------- ----------------
<S> <C> <C>
ASSETS
Cash and due from banks $31,647,781 $29,271,444
Investment securities-(Market value
$171,969,000 at June 30, 1995 and
$147,128,000 at December 31, 1994) 170,619,149 149,807,048
Federal funds sold 8,000,000 2,500,000
Loans 322,404,979 330,132,961
Less allowance for loan losses 5,662,941 5,616,859
---------------- ----------------
Net loans 316,742,038 324,516,102
Bank premises and equipment, net 10,764,005 10,585,653
Accrued income and prepaid expenses 5,033,295 3,980,626
Other assets 9,417,735 11,066,084
---------------- ----------------
Total Assets $552,224,003 $531,726,957
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand-noninterest bearing $66,028,770 $69,649,373
Demand-interest bearing 52,966,581 55,965,771
Savings and other time 363,790,915 340,221,731
---------------- ----------------
Total deposits 482,786,266 465,836,875
Short-term funds 19,320,211 21,357,228
Other liabilities 3,006,757 2,770,882
Employee stock ownership plan obligation 692,760 780,260
---------------- ----------------
Total liabilities 505,805,994 490,745,245
Shareholders' equity
Capital stock, no par value
5,000,000 shares authorized
3,337,118 shares issued and outstanding
(3,310,011 at December 31, 1994) 5,769,049 5,182,737
Capital surplus 16,623,320 16,623,320
Retained earnings 24,783,279 22,868,953
Unrealized gain (loss) on available-for-sale
investment securities (net of income tax) (64,879) (2,913,038)
Employee stock ownership plan obligation (692,760) (780,260)
---------------- ----------------
Total shareholders' equity 46,418,009 40,981,712
---------------- ----------------
Total Liabilities and Shareholders' Equity $552,224,003 $531,726,957
================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE> 4
COBANCORP INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
JUNE 30, 1995
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1995 1994 1995 1994
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans (including fees)
Taxable $7,583,187 $6,686,725 $14,944,178 $12,874,257
Tax-exempt 48,686 40,293 96,733 80,487
Investment securities
Taxable 1,465,094 998,917 2,842,094 2,288,150
Tax-exempt 985,921 885,678 1,958,809 1,739,534
Federal funds sold 15,434 8,829 17,062 32,418
---------------- ---------------- ---------------- ----------------
TOTAL INTEREST INCOME 10,098,322 8,620,442 19,858,876 17,014,846
INTEREST EXPENSE
Deposits 3,883,971 2,623,470 7,235,124 5,249,406
Short-term borrowed funds 217,507 160,941 465,092 277,936
---------------- ---------------- ---------------- ----------------
TOTAL INTEREST EXPENSE 4,101,478 2,784,411 7,700,216 5,527,342
---------------- ---------------- ---------------- ----------------
NET INTEREST INCOME 5,996,844 5,836,031 12,158,660 11,487,504
PROVISION FOR LOAN LOSSES 60,000 83,333 120,000 208,333
---------------- ---------------- ---------------- ----------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,936,844 5,752,698 12,038,660 11,279,171
OTHER INCOME
Service charges on deposit accounts 477,582 434,882 937,197 836,648
Trust fees 327,500 324,999 667,500 649,998
Other 239,420 226,012 447,862 356,935
Securities gains 7,623 117,394 3,505 408,525
---------------- ---------------- ---------------- ----------------
TOTAL OTHER INCOME 1,052,125 1,103,287 2,056,064 2,252,106
OTHER EXPENSES
Salaries, wages and benefits 2,277,578 2,248,027 4,606,927 4,561,083
Occupancy--net 372,488 357,035 759,430 715,231
Furniture and equipment 172,500 142,339 345,000 279,039
Taxes, other than income and payroll 147,280 154,477 296,867 310,785
FDIC insurance 250,185 240,065 500,370 479,261
Other 2,059,877 2,194,693 4,106,712 4,199,538
---------------- ---------------- ---------------- ----------------
TOTAL OTHER EXPENSES 5,279,908 5,336,636 10,615,306 10,544,937
---------------- ---------------- ---------------- ----------------
INCOME BEFORE INCOME TAXES 1,709,061 1,519,349 3,479,418 2,986,340
INCOME TAX EXPENSE 288,000 242,000 598,000 492,000
---------------- ---------------- ---------------- ----------------
NET INCOME $1,421,061 $1,277,349 $2,881,418 $2,494,340
================ ================ ================ ================
NET INCOME PER SHARE $0.43 $0.38 $0.86 $0.75
================ ================ ================ ================
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 5
COBANCORP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
1995 1994
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $2,881,418 $2,494,340
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan and real estate losses 120,000 208,333
Provision for depreciation and amortization 705,304 492,489
Accretion of discounts on purchased loans (52,220)
Amortization of premiums less accretion of
discounts on investment securities (178,405) 66,329
Realized securities (gains) (3,505) (408,525)
(Increase) in interest receivable (363,825) (137,362)
Increase in interest payable 169,881 33,763
(Increase) in other assets (642,284) (547,733)
Increase (decrease) in other liabilities 139,491 (131,459)
---------------- ----------------
Net Cash Provided By Operating Activities 2,775,855 2,070,175
INVESTING AND LENDING ACTIVITIES
Proceeds from sales of available-for-sale
investment securities 11,869,428 28,460,553
Maturities of investment securities 3,199,062 16,194,248
Purchases of investment securities (31,383,289) (20,540,264)
Net decrease in credit card receivables 141,568 188,810
Net decrease (increase) in longer-term loans 7,564,715 (32,134,963)
Purchases of premises and equipment,
net of retirements (749,102) (650,999)
---------------- ----------------
Net Cash Used By Investing Activities (9,357,618) (8,482,615)
DEPOSIT AND FINANCING ACTIVITIES
Net (decrease) increase in demand deposits
and savings accounts (31,321,057) 675,283
Net increase (decrease) in certificates of deposit 48,270,449 (1,432,167)
Net increase (decrease) in short-term funds (2,037,017) 6,026,123
Cash dividends (967,092) (856,733)
Dividend investment plan 253,375 92,180
Long-term incentive plan 259,442 130,721
---------------- ----------------
Net Cash Provided By Financing Activities 14,458,100 4,635,407
---------------- ----------------
Increase (Decrease) In Cash and Cash Equivalents 7,876,337 (1,777,033)
Cash and cash equivalents at beginning of period 31,771,444 32,051,488
---------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $39,647,781 $30,274,455
================= ================
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE> 6
COBANCORP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1995
NOTE A
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of CoBancorp Inc. and its wholly-owned subsidiary, PREMIERBank &
Trust. All material intercompany accounts and transactions have been
eliminated.
BASIS OF PRESENTATION: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. It is the opinion of management that all adjustments made to the
unaudited interim financial statements were of a normal recurring nature.
CASH EQUIVALENTS: For purpose of the Statements of Cash Flows, cash
equivalents include amounts due from banks and federal funds sold. Generally,
federal funds are purchased and sold for periods of less than thirty days.
PER SHARE AMOUNTS: All per share amounts have been adjusted to reflect the
four-for-three stock split in February 1994.
RECLASSIFICATIONS: Certain amounts in the 1994 consolidated financial
statements have been reclassified to conform to the 1995 presentation.
-6-
<PAGE> 7
COBANCORP INC.
JUNE 30, 1995
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion focuses on information about CoBancorp Inc.'s
financial condition and results of operations which is not otherwise apparent
from the consolidated financial statements attached.
EARNINGS RESULTS Net income increased 16.0 percent to $2,881,000 for the
first six months of 1995, from the $2,494,000 earned in the same period of
1994. Earnings per share increased to $0.86, up from $0.75 per share in the
first six months of the prior year.
NET INTEREST INCOME The net interest margin on a fully taxable-equivalent
basis was 5.35 percent for the first six months of 1995, compared to 5.56
percent one year ago. Net interest income for the first six months of 1995
amounted to $13,218,000 compared to $12,425,000 in 1994. These amounts reflect
net interest income adjusted to a fully taxable-equivalent basis by recognizing
the tax effect of interest earned on tax-exempt securities and loans.
The increase in fully-taxable equivalent net interest income of $793,000, or
6.4 percent, is attributable primarily to an increase in earning assets and to
higher interest rates on those assets. These factors were partially offset by
an increase in interest-bearing liabilities and, to a lesser extent, an
increase in the cost of those liabilities.
Average interest-earning assets were $491,852,000 and $445,119,000 for the
first six months of 1995 and 1994, respectively.
The following table sets forth for the periods indicated a summary of the
changes in interest income and interest expense on a fully taxable-equivalent
basis resulting from changes in volume and changes in rates for the major
components of interest-earning assets and interest-bearing liabilities:
-7-
<PAGE> 8
SUMMARY OF NET INTEREST INCOME CHANGES
(RATE/VOLUME VARIANCE)
SIX MONTHS ENDED 6/30/95 VS. 6/30/94
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
CHANGE IN
| INTEREST INCOME/EXPENSE DUE TO
CURRENT CURRENT OLD OLD | ----------------------------------
VOLUME RATE VOLUME RATE | VOLUME RATE BOTH TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Taxable securities $ 83,240 6.83% $ 75,374 6.08% | $ 239 $285 $ 30 $ 554
Nontaxable securities 73,675 8.06% 65,268 8.08% | 339 (6) (1) 332
Federal funds sold & s/t funds 584 5.81% 2,049 3.15% | (23) 27 (19) (15)
Taxable loans: |
Real estate loans 154,350 7.96% 141,832 8.26% | 513 (212) (19) 282
Commercial loans 135,205 9.30% 122,611 7.91% | 494 848 104 1,446
Installment loans 39,094 10.09% 31,263 10.72% | 416 (98) (24) 294
Overdrafts 89 0.00% 212 0.00% | 0 0 0 0
Quickline loans 122 17.39% 110 18.15% | 1 0 0 1
Credit card loans 2,653 39.00% 2,703 34.98% | (9) 54 0 45
Nontaxable loans: |
IRBs 2,840 10.32% 3,913 6.23% | (33) 80 (22) 25
-------- -------- | ------ ---- ---- ------
TOTAL INTEREST-EARNING ASSETS 491,852 8.50% 445,336 8.06% | 1,937 978 49 2,964
Interest-bearing transaction accts: |
NOW 21,009 2.09% 24,145 2.10% | (33) (1) 1 (33)
Advantage 50 30,096 2.02% 29,206 2.02% | 9 1 0 10
Savings accounts: |
Savings 135,266 2.32% 145,599 2.38% | (122) (40) 3 (159)
IMMAs 25,494 2.16% 29,765 2.17% | (46) (1) 0 (47)
Time deposits: |
Christmas/vacation club 1,078 3.92% 2,539 4.01% | (29) (1) 0 (30)
CD under $100,000 99,970 4.84% 86,239 3.93% | 268 389 61 718
CD over $100,000 (regular) 13,171 5.45% 4,987 4.17% | 169 32 52 253
CD over $100,000 (public funds) 44,493 6.11% 11,640 3.35% | 545 160 451 1,156
IRAs 31,054 4.93% 30,041 4.31% | 22 92 3 117
Short-term borrowings: |
Repurchase agreements 3,250 5.27% 4,510 3.19% | (20) 47 (13) 14
Fed funds purchased 5,645 6.15% 1,593 4.01% | 81 17 44 142
Notes payable TT&L 2,211 5.74% 2,765 3.29% | (9) 34 (7) 18
Sweep 13,192 2.15% 12,055 2.14% | 12 1 0 13
-------- -------- | ------ ---- ---- ------
TOTAL INTEREST-BEARING LIABILITIES 425,927 3.64% 385,085 2.89% | 847 730 595 2,172
| ------ ---- ---- ------
NET INTEREST INCOME 5.35% 5.56% | $1,090 $248 ($546) $ 792
| ====== ==== ===== ======
<S> <C>
YTD FTE net interest income (current year) $13,218
YTD FTE net interest income (prior year) 12,425
-------
Change in FTE net interest income $ 792
=======
</TABLE>
Presented on a fully taxable-equivalent basis, using year-to-date average
balances.
-8-
<PAGE> 9
Average Consolidated Balance Sheets, Net Interest Income and Rates
<TABLE>
<CAPTION>
Six months ended June 30, 1995 Six months ended June 30, 1994
----------------------------------- ---------------------------------
Average Interest Average Interest
Daily (Annual- Yield/ Daily (Annual- Yield/
Balance ized) Rate Balance ized) Rate
-------------------- ------ -------------------- ------
(In thousands of dollars) (In thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets
Loans (including fees) (1)
Taxable $331,513 $29,868 9.01% $298,731 $25,732 8.61%
Tax-exempt 2,840 293 (2) 10.32% (2) 3,913 244 (2) 6.23% (2)
Investment securities
Taxable 83,240 5,688 6.83% 75,375 4,581 6.08%
Tax-exempt 73,675 5,936 (2) 8.06% (2) 65,268 5,271 (2) 8.08% (2)
Federal funds sold 584 34 5.82% 1,832 58 3.17%
-------- ------- -------- -------
Total interest-earning assets 491,852 41,819 (2) 8.50% (2) 445,119 35,886 (2) 8.06% (2)
Noninterest-earning assets
Cash and due from banks 23,361 22,841
Bank premises and equipment 10,688 10,679
Other assets 14,968 12,590
Less allowance for loan losses (5,636) (5,354)
-------- --------
43,381 40,756
-------- --------
Total assets $535,233 $485,875
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities
Interest-bearing transaction accounts $ 51,104 1,049 2.05% $ 53,351 1,095 2.05%
Savings 160,760 3,693 2.30% 175,363 4,107 2.34%
Time deposits 189,765 9,848 5.19% 135,447 5,384 3.97%
Short-term borrowings 24,297 929 3.82% 20,923 556 2.66%
-------- ------- -------- -------
Total interest-bearing liabilities 425,926 15,519 3.64% 385,084 11,142 2.89%
------- -------
Noninterest-bearing liabilities
Demand deposits 61,285 56,764
Other liabilities 4,416 4,503
Shareholders' equity 43,606 39,524
-------- --------
Total liabilities and
shareholders' equity $535,233 $485,875
======== ========
Net interest income $26,300 $24,744
======= =======
Net yield/rate on interest earning assets 5.35% (2) 5.56% (2)
<FN>
(1) Nonaccrual loans are included in average loan balance.
(2) Presented on a fully tax equivalent basis using a tax rate of 34%.
</TABLE>
-9-
<PAGE> 10
NET NONINTEREST EXPENSES Total net noninterest expense (total noninterest
expense less total noninterest income) has increased minimally, to $8,559,000
for the first six months of 1995, compared to $8,293,000 the previous year.
However, exclusive of net securities gains and losses, net noninterest expenses
decreased by $139,000 from the first half of last year. During the last
quarter of 1994, the Corporation began a project, using the expertise of a
national consulting firm, to analyze operating efficiencies and bank pricing
and procedures. The benefits from this project are beginning to reflect in the
Corporation's results of operations, as reflected in the one-percent increase
in salaries, wages and benefits over half-quarter 1995, in spite of the
addition of three branches since then. Occupancy, furniture and equipment
costs, and FDIC insurance have increased approximately 9.0 percent or $131,000
compared to last year. However, these increased expenses have been adequately
offset by increased income from service charges on deposits, and decreases in
administrative expenses. The provision for loan losses decreased to $120,000
for the first six months of 1995, compared to $208,000 for the same period last
year. This reflects the continuing emphasis on asset quality.
NONPERFORMING LOANS Nonaccrual loans were above year-end 1994 levels, and at
June 30, 1995, totaled $859,000, compared to $358,000 at December 31, 1994.
The category of accruing loans past due 90 days or more totaled $105,000 at
June 30, 1995 and $51,000 at December 31, 1994. The balance in the allowance
for loan losses was $5,663,000 at June 30, 1995 compared to $5,617,000 at
December 31, 1994.
Except for installment and credit cards, loans on which interest and/or
principal is 90 days or more past due are placed on nonaccrual status and any
previously accrued but uncollected interest is reversed from income. Such
loans remain on a cash basis for recognition of income until both interest and
principal are current. Installment and credit card loans past due greater than
120 days are charged off and previously accrued but uncollected interest is
reversed from income.
The following table summarizes nonaccrual and past due loans (in thousands of
dollars).
<TABLE>
<CAPTION>
June 30, 1995 December 31, 1994
(+000) (+000)
--------- ---------
<S> <C> <C>
Accruing loans past due 90 days or more as to
principal or interest:
Loans secured by real estate $ 1 $ 3
Commercial and industrial 2 0
Loans to individuals 102 48
------ -----
$ 105 $ 51
====== =====
Nonaccrual loans:
Loans secured by real estate $ 851 $ 358
Commercial and industrial 8 0
------ -----
$ 859 $ 358
====== =====
</TABLE>
-10-
<PAGE> 11
ALLOWANCE FOR LOAN LOSSES AND LOAN CHARGE-OFFS In determining the adequacy of
the allowance for loan losses, management evaluates past loan loss experience,
present and anticipated economic conditions and the credit worthiness of its
borrowers. The allowance for loan losses is increased by provisions charged
against income and recoveries of loans previously charged off. The allowance
is decreased by loans that are determined uncollectible by management and
charged against the allowance.
Potential problem loans are those loans which are on the Bank's "watch list."
These loans exhibit characteristics that could cause the loans to become
nonperforming or require restructuring in the future. This "watch list" is
reviewed monthly and adjusted for changing conditions.
At the end of the first six months, the allowance for loan losses as a
percentage of loans was 1.68 percent in 1995, and 1.80 percent in 1994. The
provision for loan losses was $120,000 in the six months ended June 30, 1995,
and $208,000 for the same period of 1994.
The following table contains information relative to loan loss experience for
the six months ended June 30, 1995, and the year ended December 31, 1994.
<TABLE>
<CAPTION>
Six months ended June Year ended
June 30, 1995 December 31, 1994
(+000) (+000)
------ -----
<S> <C> <C>
Allowance for loan losses at
beginning of period $5,617 $5,226
Loans charged off:
Real estate 5 31
Installment 237 296
Credit card 35 61
Other 2 5
Commercial and collateral 6 38
------ ------
285 431
Recoveries on loans charged off:
Real estate 3 33
Installment 133 245
Credit card 6 32
Other 1 1
Commercial and collateral 68 303
------ ------
211 614
Net charge-offs (recoveries) 74 (183)
Provision for loan losses 120 208
------ ------
Allowance for loan losses at end of period $5,663 $5,617
====== ======
Ratio of allowance for loan losses to
total loans at end of period 1.76% 1.70%
==== ====
</TABLE>
-11-
<PAGE> 12
CAPITAL At June 30, 1995, PREMIERBank and Trust's risk-based capital ratios
based on Federal Reserve Board guidelines were as follows:
<TABLE>
<S> <C>
Tier 1 "core" capital to risk-weighted assets 13.75 percent
Total capital to risk-weighted assets 15.00 percent
Tier 1 leverage ratio 8.22 percent
</TABLE>
These ratios substantially exceed the minimums which are in effect for bank
holding companies after the end of 1992.
Return on average assets was 1.13 percent for the first half of 1995, compared
to 1.03 percent for the same period in 1994. Return on average equity was
13.87 percent for the first six months of 1995, compared to 12.72 percent for
the first six months of 1994.
PART II. OTHER INFORMATION
Except as set forth below, the items of Part II are inapplicable or the answers
thereto are negative and, accordingly, no reference is made to said items in
this report.
Item 4--Submission of matters to a vote of security holders
The annual meeting of shareholder's of CoBancorp Inc., was held April
19, 1995, at 11:00 a.m., at the Lorain County Community College,
Classroom/Conferencing Facility, 1005 North Abbe Road, Elyria, Ohio in
accordance with the notice of meeting and proxy statement mailed to
shareholders.
All matters proposed by management in the proxy statement were
approved by the shareholders.
Item 6--Exhibits and Reports on Form 8-K
(a) Exhibits: Second Amended and Restated Articles of
Incorporation of CoBancorp Inc.
Code of Regulations of CoBancorp Inc., dated
April 19, 1995
(b) The registrant was not required to file any reports on Form
8-K during the quarter ended June 30, 1995.
-12-
<PAGE> 13
COBANCORP INC.
JUNE 30, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COBANCORP INC.
(Registrant)
Timothy W. Esson
Executive Vice President
August 10, 1995
-13-
<PAGE> 14
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COBANCORPINC.
These Second Amended and Restated Articles of Incorporation of
CoBancorp Inc. (the "Corporation"), adopted by the shareholders of the
Corporation on April 20, 1994 and April 19, 1995 and by the Board of Directors
on May 15, 1995, supersede the existing Amended and Restated Articles of
Incorporation of the Corporation.
ARTICLE I
The name of the Corporation is CoBancorp Inc.
ARTICLE II
The place in the State of Ohio where the principal office of the
Corporation is to be located is in the City of Elyria, County of Lorain.
ARTICLE III
The purposes for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under the Ohio
General Corporation Laws (ORC Section 1701.01 et seq.).
ARTICLE IV
The aggregate number of common shares which the Corporation shall have
the authority to issue is five million (5,000,000) shares each of no par value.
Shares of the authorized and outstanding common stock shall be subject to
redemption by the Corporation at the direction of a vote of a majority of the
Board of Directors at a regular or special meeting.
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation. No holder of shares of
any class shall have the right to vote cumulatively in the election of
Directors.
Furthermore, the Corporation, through its Board of Directors, shall have
the power to purchase, hold, sell and transfer the shares of its own capital
stock provided that it does not use its funds or property for the purchase of
its own shares of capital stock when such use will cause any impairment of its
capital, except when otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it are not voted upon directly or
indirectly.
-14-
<PAGE> 15
ARTICLE V
The amount of stated capital with which the Corporation will commence
business is at least five hundred dollars ($500.00).
ARTICLE VI
The Board of Directors of the Corporation is hereby authorized to fix
and determine and to vary the amount of working capital of the Corporation, to
determine whether any and, if any, what part of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid to
shareholders, and without action by the shareholders, to use and apply such
surplus or any part thereof at any time or from time to time in the purchase or
acquisition of shares of any class, voting trust certificates for shares,
bonds, debentures, notes, script, warrants, obligations, evidences of
indebtedness of the Corporation or other securities of the Corporation, to such
an extent or amount and in such manner and upon such terms as the Board of
Directors of the Corporation shall deem expedient to the extent not prohibited
by law.
ARTICLE VII
The names and addresses of the incorporators of CoBancorp Inc. are:
Robert T. Bowman
193 Overbrook Drive
Elyria, Ohio 44035
Worth A. Fauver, Jr.
318 Hamilton Circle
Elyria, Ohio 44035
Robert W. Vandemark
917 Garford Avenue
Elyria, Ohio 44035
David C. Smith
238 Pepperdine Drive
Elyria, Ohio 44035
Timothy W. Esson
9392 Bassett Lane
North Royalton, Ohio 44133
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<PAGE> 16
ARTICLE VIII
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an Executive
Committee, which committee shall have and may exercise, to the extent provided
by law, all of the authority of the Board of Directors in the management of the
Corporation. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law.
ARTICLE IX
The preemptive right to purchase additional shares or any other
securities of the Corporation is expressly denied to all shareholders or
securities holders of all classes.
ARTICLE X
Any merger, consolidation, or acquisition of this Corporation by another
corporation without the approval of this Corporation's Board of Directors shall
require the affirmative approval of the holders of 75 percent of the issued and
outstanding common shares of stock of the Corporation and 75 percent of the
issued and outstanding preferred shares or other class of shares, regardless of
limitations or restriction on the voting power thereof, entitled to vote at a
meeting duly called for such purpose.
-16-
<PAGE> 17
CODE OF REGULATIONS
OF
COBANCORP INC.
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the
shareholders of this corporation for the purpose of
fixing or changing the number of directors of the
corporation, electing directors and transacting such
other business as may come before the meeting, shall
be held on the third Wednesday in April of each year,
but if a legal holiday, then on the next business day
following, or at such other time as may be fixed by
the Board of Directors.
Section 2. SPECIAL MEETINTGS. Special meetings of the
shareholders may be called at any time by the Chairman
of the Board of Directors, President, or a Vice
President, or a majority of the Board of Directors
acting with or without a meeting, or the holder or
holders of one-fourth of all shares outstanding and
entitled to vote thereat.
Section 3. PLACE OF MEETINGS. Meetings of shareholders shall
be held at the Main Office of the corporation unless
the Board of Directors decides that a meeting shall be
held at some other place within or without the State
of Ohio and causes the notice thereof to so state.
Section 4. NOTICE OF MEETINGS. Unless waived, a written,
printed, or typewritten notice of each annual or
special meeting stating the day, hour, and place and
the purpose or purposes thereof shall be served upon
or mailed to each shareholder of record (a) as of the
day next preceding the day on which notice is given or
(b) if a record date therefor is duly fixed, of record
as of said date. Such notice shall be given not more
than sixty (60) days, nor less than ten (10) days
before any such meeting. If mailed, it shall be
directed to a shareholder at his address as the name
appears upon the records of the corporation.
All notices with respect to any shares of record in
the names of two or more persons may be given to
whichever of such persons is named first on the books
of the corporation and notice so given shall be
effective as to all the holders of record of such
shares.
Every person who by operation of law, transfer, or
otherwise shall become entitled to any share or right
or interest therein, shall be bound by every notice in
respect of such share which, prior to his name and
address being entered upon the books of the
corporation as the registered holder of such share,
shall have been given to the person in whose name
such share appeared of record.
-17-
<PAGE> 18
Section 5. WAIVER OF NOTICE. Any shareholder, either before or
after any meeting, may waive any notice required to be
given by law or under these Regulations; and whenever
all of the shareholders entitled to vote shall meet in
person or by proxy and consent to holding a meeting, it
shall be valid for all purposes without call or notice,
and at such meeting any action may be taken.
Section 6. QUORUM. The shareholders present in person or by
proxy at any meeting for the determination of the number
of directors, or the election of directors, or for the
consideration and action upon reports, required to be
laid before such meeting, shall constitute a quorum.
At any meeting called for any other purpose, the holders
of shares entitling them to exercise a majority of the
voting power of the corporation, present in person or
represented by proxy, shall constitute a quorum, except
when a greater proportion is required by law, the
Articles of Incorporation or this Code of Regulations.
At any meeting, whether a quorum is present, all
questions and business which shall come before the
meeting shall be determined by the vote of the holders
of a majority of such voting shares as are represented
in person or by proxy, except when a greater proportion
is required by law or the Articles of Incorporation.
At any meeting, whether a quorum is present or not, the
holders of a majority of the voting shares represented
by shareholders present in person or by proxy may
adjourn from time to time and from place to place
without notice other than by announcement at the
meeting. At any such adjourned meeting at which a
quorum is present, any business may be transacted which
might be transacted at the meeting as originally
notified or held.
Section 7. PROXIES. Any shareholder of record who is entitled
to attend a shareholders' meeting, or to vote thereat or
to assent or give consent in writing, shall be entitled
to be represented at such meetings or to vote thereat or
to assent or give consent in writing, as the case may
be, or to exercise any other of his rights, by proxy or
proxies appointed by a writing signed by such
shareholders, which need not be sealed, witnessed or
acknowledged.
A telegram, cablegram, wireless message, facsimile
(fax), or photogram appearing to have been transmitted
by a shareholder, or a photograph, photostatic or
equivalent reproduction of a writing appointing a proxy
or proxies shall be a sufficient writing.
No appointment of proxy shall be valid after the
expiration of eleven (11) months after it is made,
unless the writing specifies the date on which it is to
expire or the length of time it is to continue in force.
-18-
<PAGE> 19
Unless the writing appointing a proxy or proxies
otherwise provides:
(1) Each and every proxy shall have the power of
substitution, and when three (3) or more persons
are appointed, a majority of them or their
respective substitutes may appoint a substitute
or substitutes to act for all;
(2) If more than one proxy is appointed, then (a)
with respect to voting or giving consents at a
shareholders' meeting, or if only one attends
then that one may exercise all the voting and
consenting authority thereat; and if an even
number attend and a majority do not agree on any
particular issue, each proxy so attending shall
be entitled to exercise such authority with
respect to an equal number of shares; (b) with
respect to exercising any other authority, a
majority may act for all;
(3) A writing appointing a proxy shall not be revoked
by the death or incapacity of the maker unless
before the vote is taken or the authority granted
is otherwise exercised, written notice of such
death or incapacity is given to the corporation
by the executor or the administrator of the
estate of such maker or by the fiduciary having
control of the shares in respect of which the
proxy was appointed;
(4) The presence of a shareholder at a meeting shall
not operate to revoke a writing appointing a
proxy. A shareholder, without affecting any vote
previously taken, may revoke such writing not
otherwise revoked by giving notice to the
corporation in writing or in open meeting.
Section 8. VOTING. At any meeting of shareholders, each
shareholder of the corporation shall, except as
otherwise provided by law or the Articles of
Incorporation or by these Regulations, be entitled to one
vote in person or by proxy for each share of the
corporation registered in his name on the books of the
corporation (1) on the record date for the determination
of shareholders entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other
disposal of such share or shares or transfer of the same
on the books of the corporation on or after the record
date, or (2) if no such record date shall have been
fixed, then at the time of such meeting.
Section 9. ACTION WITHOUT MEETING. Any action which may be
authorized or taken at any meeting of shareholders may be
authorized or taken without a meeting in writing or
writings signed by all of the holders of shares who would
be entitled to notice of a meeting of the shareholders
held for such purpose. Such writing or writings shall be
filed with or entered upon the records of the
corporation.
-19-
<PAGE> 20
ARTICLE II
DIRECTORS
Section 1. NUMBER OF DIRECTORS. The election of directors
shall take place at the Annual Meeting of Shareholders,
or at a special meeting called for that purpose, and
shall be by ballot. Directors shall be elected for one
term and shall continue in office until their
successors are elected and qualified. The number of
members of the Board of Directors shall be determined
pursuant to law by Resolution of the shareholders, but
shall be not less than three (3).
Section 2. ELECTION AND TERM OF DIRECTORS. The directors shall be
divided into three classes: Class I, Class II, and
Class III. Such classes shall be nearly equal in
number as possible. The term of office of the initial
Class I directors shall expire at the Annual Meeting of
Shareholders in 1985, the term of office of the initial
Class II directors shall expire at the Annual Meeting
of Shareholders in 1986, and the term of office of the
initial Class III directors shall expire at the Annual
Meeting of Shareholders in 1987, or thereafter in each
case when their respective successors are elected and
have qualified. At each annual election held after
classification of directors, the directors chosen
to succeed those whose terms then expire shall be
identified as being of the same class as the directors
they succeed and shall be elected for a term expiring
at the third succeeding annual meeting or thereafter
when their respective successors in each case are
elected and have qualified. If the number of directors
is changed, any increase or decrease in directors shall
be apportioned among the classes so as to maintain all
classes as nearly equal in number as possible, and any
additional director elected to any class shall hold
office for a term which shall coincide with the terms
of such class. Upon the effectiveness of this
provision, the Board of Directors is authorized to take
such steps as are necessary to implement these
provisions.
Section 3. VACANCIES. Vacancies in the Board of Directors may
be filled by a majority vote of the remaining directors
until an election to fill such vacancies is had.
Shareholders entitled to elect directors shall have the
right to fill any vacancy in the board (whether the
same has been temporarily filled by the remaining
directors or not) at any meeting of the shareholders
called for that purpose, and any directors elected at
any such meeting of shareholders shall serve until the
next annual election of directors and until their
successors are elected and qualified. The
directors may on majority vote change the number of
directors who shall comprise the board or fill any
vacancies which result from the shareholders not
electing the full number of directors which is fixed at
the annual meeting.
Section 4. RETIREMENT. Within thirty (30) days of the
attaimnent of age seventy (70), a director shall become
ineligible to serve as a director of the corporation
and shall retire.
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<PAGE> 21
Section 5. TRANSACTIONS BETWEEN THE CORPORATION AND ITS DIRECTORS
AND OFFICERS. No contract, action, or transaction
shall be void or voidable with respect to the
corporation for the reason that it is between or
affects the corporation and one or more of its
directors or officers, or between or affects the
corporation and any other person in which one or more
of its directors or officers are directors, trustees,
or officers, or have a financial or personal interest,
or for the reason that one or more interested directors
or a committee of the directors that authorizes such
contract, action, or transaction, if in any such case
any of the following apply:
(a) The material facts as to his or their
relationship or interest and as to the
contract, action or transaction are disclosed
or are known to the directors or committee and
the directors or committee, in good faith
reasonably justified by such facts, authorizes
the contract, action, or transaction by the
affirmative vote of a majority of the
disinterested directors, even though the
disinterested directors constitute less than a
quorum of the directors or the committee;
(b) The material facts as to his or their
relationship or interest and as to the
contract, action, or transaction are disclosed
or are known to the shareholders entitled to
vote thereon and the contract, action, or
transaction is specifically approved at a
meeting of the shareholders held for such
purpose by the affirmative vote of the holders
of shares entitling them to exercise a majority
of the voting power of the corporation held by
persons not interested in the contract, action,
or transaction; or
(c) The contract, action, or transaction is fair as
to the corporation as of the time it is
authorized or approved by the directors, a
committee of the directors, or the
shareholders.
Interested directors may be counted in determining the
presence of a quorum at a meeting of the directors, or
of a committee of the directors that authorizes the
contract, action, or transaction that may involve or
affect a change in control of the corporation or his
continuation in office as director of the corporation.
Section 6. INDEMNIFICATION. The corporation shall indemnify its
directors, officers, employees and agents to the
fullest extent permitted under Ohio law.
ARTICLE III
POWERS, MEETING, AND COMPENSATION OF DIRECTORS
Section 1. MEETINGS OF THE BOARD. A meeting of the Board of
Directors shall be held immediately following the
adjournment of each shareholders' meeting at which
directors are elected, or within ten (10) days
thereafter, and notice of such meeting need not be
given.
-21-
<PAGE> 22
The Board of Directors may, by by-laws or resolution,
provide for other meetings of the Board.
Special meetings of the Board of Directors may be held at
any time upon the call of the Chairman of the Board of
Directors, President, a Vice President, or any two
members of the Board.
Notice of any special meeting of the Board of Directors
shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two (2)
days before the day on which the meeting is to be held,
or shall be sent to him at such place by telegraph,
cable, radio, facsimile (fax), or wireless, or be given
personally or by telephone, not later than the day before
the day on which the meeting is to be held. Every such
notice shall state the time and place of the meeting but
need not state the purposes thereof. Notice of any
meeting of the Board need not be given to any director,
however, if waived by him in writing or by telegraph,
cable, radio, wireless, facsimile (fax) or telephone
communication whether before or after such meeting is
held, or if he shall be present at such meeting; and any
meeting of the Board shall be a legal meeting without any
notice thereof having been given, if all the directors
shall be present thereat.
Meetings of the Board shall be held at the office of the
corporation, or at such other place, within or without
the State of Ohio as the Board may determine from time to
time and as may be specified in the notice thereof.
Meetings of the Board of Directors may also be held by
the utilization of simultaneous telephonic communications
linking all directors present at such meetings, and all
such business conducted via such telephonic communication
shall be considered legally enforceable by the
corporation.
Section 2. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business,
provided that whenever less than a quorum is present at
the time and place appointed for any meeting of the
Board, a majority of those present may adjourn the
meeting from time to time, without notice other than by
announcement at the meeting until a quorum is present.
Section 3. ACTION WITHOUT MEETING. Any action may be authorized or
taken without a meeting in a writing or writings signed
by all the directors, which writing or writings shall be
filed with or entered upon the records of the
corporation.
Section 4. COMPENSATION. The directors, as such, shall not receive
any salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein
contained shall be construed to preclude any director
from serving the corporation in any other capacity and
receiving compensation therefor. Members of the Loan
Committee or of any standing or special committee may by
resolution of
-22-
<PAGE> 23
the Board be allowed such compensation for their
services as the Board may deem reasonable, and
additional compensation may be allowed to directors for
special services rendered.
Section 5. BY-LAWS. For the governing of its actions, the Board of
Directors may adopt by-laws consistent with the Articles
of Incorporation and these Regulations.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES. The Board of Directors may by resolution
provide for such standing or special committees as it
deems desirable, and discontinue the same at pleasure.
Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be
delegated to it by the Board of Directors. Vacancies in
such committees shall be filled by the Board of
Directors or as it may provide.
ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board
may from time to time determine, a Secretary and
Treasurer, and, in its discretion, a Chairman of the
Board of Directors and a Vice Chairman of the Board of
Directors. If no such Chairman of the Board is elected
by the Board of Directors, the President of the
corporation shall act as presiding officer of the
corporation. The Board of Directors may from time to
time create such offices and appoint such other
officers, subordinate officers and assistant officers as
it may determine. The President and the Chairman of the
Board shall be, but the other officers need not be,
chosen from among the members of the Board of Directors.
Section 2. TERM OF OFFICE. The officers of the corporation shall
hold office at the pleasure of the Board of Directors
and, unless sooner removed by the Board of Directors,
until the organizational meeting of the Board of
Directors following the date of their election and until
successors are chosen and qualified.
The Board of Directors may remove any officer at any
time, with or without cause, by a majority vote. A
vacancy in any office, however created, shall be filled
by the Board of Directors.
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<PAGE> 24
ARTICLE VI
DUTIES OF OFFICERS
Section 1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one be elected, shall preside at all meetings of the
shareholders and the Board of Directors and shall have
such other powers and duties as may be prescribed by
the Board of Directors or prescribed by Ohio's General
Corporation Act.
Section 2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if one be elected, shall preside at all meetings
of the shareholders and the Board of Directors, in the
absence of the Chairman of the Board. The Vice
Chairman shall have such powers and duties as may be
prescribed by the Board of Directors, or prescribed by
the Chairman of the Board, or the Ohio Revised Code.
Section 3. PRESIDENT. The President shall be the chief executive
officer of the corporation and shall exercise
supervision over the business of the corporation and
over its several officers, subject, however, to the
control of the Board of Directors. In the absence of,
or if a Chairman of the Board shall not have been
elected or a Vice Chairman shall not have been elected,
he shall preside at meetings of the shareholders and
Board of Directors. He shall have the authority to
sign all certificates for shares and all deeds,
mortgages, bonds, contracts, notes and other
instruments requiring his signature; and shall have all
the powers and duties prescribed by the Ohio Revised
Code and such others as the Board of Directors may from
time to time assign to him.
Section 4. VICE PRESIDENTS. The Vice Presidents shall perform such
duties as are conferred upon them by these Regulations
or as may from time to time be assigned to them by the
Board of Directors, the Chairman of the Board or the
President. At the request of the President, or by his
absence or disability, the Vice President, designated
by the President (or in the absence of such
designation, the Vice President designated by the
Board), shall perform all the duties of the President,
and when so acting, shall have all the powers of the
President. The authority of Vice Presidents to sign in
the name of the corporation all certificates for shares
and authorized deeds, mortgages, bonds, contracts,
notes and other instruments, shall be coordinate with
like authority of the President. Any one or more of
the Vice Presidents may be designated as an "Executive
Vice President."
Section 5. SECRETARY. The Secretary shall keep the minutes of all
the proceedings of the shareholders and Board of
Directors, and shall make proper record of the same,
which shall be attested by him; sign all certificates
for shares, and all deeds, mortgages, bonds, contracts,
notes, and other instruments executed by the
corporation requiring his signature; give notice of
meetings of shareholders and directors; produce on
request at each meeting of shareholders for the
election of directors a certified list of
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<PAGE> 25
shareholders arranged in alphabetical order; keep such
books as may be required by the Board of Directors and
file all reports to States, to the Federal Government,
and to foreign countries; and perform such other
duties as may from time to time be assigned to him, by
the Board of Directors, the Chairman of the Board or
by the President.
Section 6. TREASURER. The Treasurer shall have general
supervision of all finances; he shall receive and have
in charge all money, bills, notes, deeds, leases,
mortgages and similar property belonging to the
corporation, and shall do with the same as may from
time to time be required by the Board of Directors.
He shall keep adequate and correct accounts of the
business transactions of the corporation including
accounts of its assets, liabilities, receipts,
disbursements, gains, losses, stated capital, and
shares, together with such other accounts as may be
required, and, upon the expiration of his term of
office, shall turn over to his successor or to the
Board of Directors all property, books, papers, and
money of the corporation in his hands; and he shall
perform such other duties as from time to time may be
assigned to him by the Board of Directors.
Section 7. ASSISTANT AND SUBORDINATE OFFICERS. The Board of
Directors may appoint such assistant and subordinate
officers as it may deem desirable. Each such officer
shall hold office during the pleasure of the Board of
Directors, and perform such duties as the Board of
Directors may prescribe.
The Board of Directors may, from time to time,
authorize any officer to appoint and remove assistant
and subordinate officers, to prescribe their authority
and duties, and to fix their compensation.
Section 8. DUTIES OF OFFICERS MAY BE DELEGATED. In the
absence of any officer of the corporation, or for any
other reason the Board of Directors may deem
sufficient, the Board of Directors may delegate, for
the time being, the powers or duties, or any of them,
of such officer to any other officer, or to any
director.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. FORM AND EXECUTION. Certificates for shares
shall be issued to each shareholder in such form as
shall be approved by the Board of Directors. Such
certificates shall be signed by the Chairman of the
Board of Directors or the President or a Vice
President or by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer
of the corporation, which certificates shall certify
the number and class of shares held by the shareholder
in the corporation, but no certificates for shares
shall be delivered until such shares are fully paid.
When such a certificate is countersigned by an
incorporated transfer agent or registrar, the
signature of any of said officers of the corporation
may be facsimile,
-25-
<PAGE> 26
engraved, stamped or printed. Although any officer
of the corporation whose manual or facsimile
signature is affixed to a share certificate is
delivered such certificate, nevertheless, it shall be
effective in all respects when delivered.
Such certificate for shares shall be transferable in
person or by attorney, but, except as hereinafter
provided in the case of lost, mutilated or destroyed
certificates, no transfer of shares shall be entered
upon the records of the corporation until the
previous certificates, if any, given for the same
shall have been surrendered and canceled.
Section 2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any
certificate for shares is lost, mutilated or
destroyed, the Board of Directors may authorize the
issuance of a new certificate in place thereof upon
such terms and conditions as it may deem advisable.
The Board of Directors in its discretion may refuse
to issue such new certificates until the corporation
has been indemnified by a final order or decree of a
court of competent jurisdiction.
Section 3. REGISTERED SHAREHOLDERS. A person in whose name
shares are of record on the books of the corporation
shall conclusively be deemed the unqualified owner
thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the
corporation nor any transfer agent of the corporation
shall be bound to recognize any equitable interest in
a claim to such shares on the part of any other
person, whether disclosed upon such certificate or
otherwise, nor shall they be obliged to see to the
execution of any trust or obligation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of December in
each year, or on such other day as may be fixed from time to time by the
Board of Directors.
ARTICLE IX
AMENDMENTS
The Regulations may be amended or repealed at any meeting of shareholders
called for that purpose by the affirmative vote of the holders or record of
shares entitling them to exercise a majority of the voting power on such
proposal or, without a meeting, by the unanimous written consent of the
shareholders.
______________________________
Secretary
April 19, 1995
-26-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF COBANCORP INC. AND SUBSIDIARY AND THE RELATED
STATEMENT OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS, AS WELL AS THE RELATED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 31,447
<INT-BEARING-DEPOSITS> 201
<FED-FUNDS-SOLD> 8,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 91,503
<INVESTMENTS-CARRYING> 79,116
<INVESTMENTS-MARKET> 80,466
<LOANS> 322,405
<ALLOWANCE> 5,663
<TOTAL-ASSETS> 552,224
<DEPOSITS> 482,786
<SHORT-TERM> 19,320
<LIABILITIES-OTHER> 3,007
<LONG-TERM> 0
<COMMON> 5,769
0
0
<OTHER-SE> 40,649
<TOTAL-LIABILITIES-AND-EQUITY> 552,224
<INTEREST-LOAN> 15,041
<INTEREST-INVEST> 4,801
<INTEREST-OTHER> 17
<INTEREST-TOTAL> 19,859
<INTEREST-DEPOSIT> 7,235
<INTEREST-EXPENSE> 7,700
<INTEREST-INCOME-NET> 12,159
<LOAN-LOSSES> 120
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 10,615
<INCOME-PRETAX> 3,479
<INCOME-PRE-EXTRAORDINARY> 3,479
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,881
<EPS-PRIMARY> 0.86
<EPS-DILUTED> 0.86
<YIELD-ACTUAL> 5.35
<LOANS-NON> 859
<LOANS-PAST> 105
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,617
<CHARGE-OFFS> 285
<RECOVERIES> 211
<ALLOWANCE-CLOSE> 5,663
<ALLOWANCE-DOMESTIC> 4,612
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,051
</TABLE>
