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Registration No. 33-42261
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________
SECOND BANCORP, INCORPORATED
(Exact name of registrant as specified in its charter)
OHIO 34-1547453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 MAIN AVENUE, S.W.
WARREN, OHIO 44482
(216) 841-0123
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL G. MARANDO, ESQ.
HOPPE, FREY, HEWITT & MILLIGAN
108 MAIN AVENUE, S.W.
500 SECOND NATIONAL TOWER
P.O. BOX 1510
WARREN, OHIO 44482
216-392-1541
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OR PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE POST-EFFECTIVE AMENDMENT BECOMES EFFECTIVE.
____________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
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PROSPECTUS
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SECOND BANCORP, INC.
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Common Stock (no par value)
__________
This Prospectus relates to the sale of shares of Common Stock (the "Common
Stock") of Second Bancorp, Inc. (the "Corporation") under the Corporation's
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan"). The Plan
has been modified to provide each registered holder of the Corporation's Common
Stock with a convenient and economical method of purchasing additional shares
of the Corporation's Common Stock at a 5% discount as set forth in the Plan
without payment of any brokerage commission, service charge or other similar
expense.
Participants in the Plan may acquire additional shares of the Corporation's
Common Stock at the 5% discount beginning September 1, 1995. Current plan
participants will continue to participate under the terms of this amended Plan
until participation is modified or terminated by written request as provided in
this Prospectus.
A participant may elect either to reinvest dividends on all shares held of
record, or to make optional cash payments of not less than $50 each purchase up
to a maximum of $5,000 per quarter and continue to receive regular dividend
payments on all shares. Participants who enroll to reinvest dividends may also
make optional cash payments of not less than $50 each purchase up to a maximum
of $5,000 per quarter. A participant may withdraw from the Plan at any time.
As explained further in the Prospectus, shares of Common Stock may be purchased
for the account of a participant either in the open market or directly from the
Corporation. The price of shares acquired from the Corporation under the Plan
will be the Share Price as defined in the Plan less the 5% discount. The price
of shares purchased in the open market will be the Weighted Average Price at
which the Plan Administrator acquires the shares less the 5% discount as
further explained in this Prospectus.
This Prospectus as originally issued on September 9, 1991 related to 50,000
shares of Common Stock, which had been authorized for sale under the
Corporation's Dividend Reinvestment and Stock Purchase Plan. Giving effect to
a three for two stock split effective May 1, 1992, and a three for two stock
split effective May 1, 1995, of the total revised authorized shares of 90,224,
37,687 shares have been issued by the Corporation prior to the date of this
Prospectus. This Prospectus relates to the remaining 52,537 of such shares,
which have been registered pursuant to a Registration Statement filed with the
Securities and Exchange Commission (the "Commission") on August 16, 1991 (File
No. 33- 42261) together with any amendments or supplements thereto, (the
"Registration Statement") of which this Prospectus is a part.
The Plan does not represent a change in the Corporation's dividend policy,
which will continue to depend on earnings, financial requirements and other
factors. Shareholders who do not wish to participate in the Plan will continue
to receive cash dividends by check in the usual manner. It is suggested that
this Prospectus be retained for future reference.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is September 1, 1995
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AVAILABLE INFORMATION
---------------------
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed by the Corporation can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 75 Park
Place, 14th Floor, New York, New York 10007, and Northwestern Atrium Center,
500 West Madison Ave., Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus does not contain all of the information in the Registration
Statement filed with the Commission of which this Prospectus is a part.
Certain portions of the Registration Statement have been omitted in accordance
with the rules and regulations of the Commission. For Further information with
respect to the Corporation and the securities offered hereby, reference is made
to the Registration Statement, including the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed by the Corporation with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended December
31, 1994;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; and
(d) The description of the Common Stock contained in the Corporation's
registration statement on Form S-4 (Registration No. 33-09239) under the
caption "Description of Holding Shares" as filed on October 2, 1986,
with the Commission pursuant to the 1933 Act, including all amendments
and reports filed for the purpose of updating such description.
All other reports and other documents filed by the Corporation pursuant to
Sections 13(a), 14 and 15(d) of the Exchange Act, since the end of the fiscal
year covered by the Annual Report referred to above and prior to the date of
this Prospectus, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof. Each document or report filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof and prior to the termination of the
offering covered hereby shall be deemed to be incorporated by reference in this
Prospectus from the date of filing of such document until the information
contained in such document is superseded or updated by any subsequently filed
document which is incorporated by reference into this Prospectus.
The Corporation hereby undertakes to provide without charge to each person,
including any beneficial owners, to whom a copy of this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any
or all of the information that has been incorporated by reference in this
Prospectus, (not including exhibits to such information unless the exhibits are
specifically included in the incorporation by reference). Written requests for
such copies should be directed to David L. Kellerman, Treasurer, Second
Bancorp, Inc., 108 Main Avenue, S.W., Warren, Ohio 44481. Telephone requests
may be directed to Mr. Kellerman at 216-841-0182.
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THE CORPORATION
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The Corporation is a one bank holding company which owns all of the
outstanding shares of The Second National Bank of Warren (the "Bank"), which
commenced operations in 1880 and became a subsidiary of the Corporation in
1987. The Corporation and the Bank are located in Warren, Ohio. The Bank is a
full service commercial bank providing personalized banking services to
businesses and individuals through its 24 banking offices located in five
counties in the northeastern Ohio area.
The Bank offers its customers customary commercial banking services, such as
checking, savings and interest-bearing demand, money market and time deposit
accounts; commercial, installment and real estate loans; safe deposit boxes;
collection services; wire and telephone transfers; lockbox, cash management
services and account reconciliation. The Bank also offers full trust services
through its Trust Department and private banking services through a separate
Private Banking Department.
THE PLAN
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The following questions and answers explain and constitute the Corporation's
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
I. PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of shares of the
Corporation's Common Stock with a convenient and economical method of investing
cash dividends and optional cash payments in additional shares of Common Stock
at a 5% discount without payment of any brokerage commission, service charge,
or other similar expense. In the event such additional shares of Common Stock
are purchased directly from the Corporation, and not in the open market, the
Corporation will receive additional funds for general corporate purposes.
II. PARTICIPATION OPTIONS
2. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
As a participant in the Plan, you may have cash dividends on all of your
shares automatically reinvested, and also, IF YOU WISH, make optional cash
purchases of not less than $50 each purchase up to a total of $5,000 per
calendar quarter; or you may make optional cash purchases of not less than $50
each purchase up to a total of $5,000 per calendar quarter, even if your
dividends on shares held by you are not being reinvested.
III. ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
(A) The Plan provides holders of record of the Corporation's Common Stock
with the opportunity to reinvest their dividends automatically in additional
shares of the Corporation's Common Stock at a 5% discount from the Share Price
or Weighted Average Price as defined in the response to Question 12.
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(B) No brokerage commissions or service charges will be paid by you in
connection with any purchases made under the Plan.
(C) Your funds will be fully invested in the Corporation's Common Stock
because the Plan permits fractional shares to be credited to your Plan account.
Dividends on such fractional shares, as well as on whole shares, will be
reinvested in additional shares and such shares will be credited to your Plan
account.
(D) You will avoid the need for safekeeping of stock certificates for
shares credited to your Plan account.
(E) Periodic statements reflecting all current activity, including
purchases and latest share balance, will simplify your recordkeeping.
IV. ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Mellon Security Trust Company ("Mellon") has been designated by the
Corporation to administer the Plan, keep records, send statements of account to
each participant, and perform other duties related to the Plan. Shares
purchased for you under the Plan will be held for you in safekeeping by or
through Mellon until a written request is received from you for the issuance of
certificates for all or part of your shares as more fully explained in Question
27. Mellon also acts as dividend disbursing and transfer agent for the
Corporation's Common Stock.
Shares purchased with reinvested dividends and optional cash payments will
be registered in the name of Mellon's nominee. You should continue to hold
those shares presently or subsequently registered in your name and should not
undertake to transfer such shares to the Corporation or Mellon. In the event
Mellon should resign or otherwise cease to act as administrator of the Plan,
the Corporation will make such other arrangements as it deems appropriate for
the administration of the Plan.
V. PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of the Corporation's Common Stock are eligible to
participate in the Plan. If your stock is registered in a name other than your
own (e.g., in the name of a broker or nominee), and you would like to
participate, you must either make appropriate arrangements for your broker or
nominee to participate on your behalf, or you must become a shareholder of
record by having those shares with respect to which you wish to participate
transferred to your name.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Corporation to permit your
participation.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
No. A shareholder of record who desires to participate in the Plan with
respect to the dividend reinvestment feature must have the dividends on all
shares reinvested under the Plan.
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A shareholder of record who desires to participate in the Plan ONLY with
respect to the optional cash purchase feature will receive dividend checks with
respect to all shares of Capital Stock held of record.
7. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE OR CHANGE OPTIONS UNDER THE
PLAN?
As a holder of record of Common Stock, you may join the Plan by completing
and signing an Enrollment Card and returning it to Mellon. Once enrolled in
the Plan, you will continue to be enrolled without further action on your part.
You may change your investment options at any time by completing, signing and
returning a new Enrollment Card to Mellon. If your shares are registered in
more than one name (i.e., joint tenants, trustees, etc.), all registered
holders must sign the Enrollment Card exactly as their names appear on the
account registration.
You may obtain an Enrollment Card at any time by contacting:
Mellon Security Trust Company
Re: Dividend Reinvestment
P.O. Box 750
Pittsburgh, PA 15230
(800) 756-3353
8. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
As an eligible shareholder, you may join the Plan at any time. Reinvestment
of dividends will start with the next quarterly dividend payment after receipt
of your Enrollment Card, provided it is received by Mellon on or before the
record date for that dividend; otherwise, it will be necessary to delay
reinvestment of dividends until the next quarterly payment date. In the past,
record dates for dividends paid by the Corporation have preceded the dividend
payment dates by approximately 2 weeks. Dividend payment dates ordinarily are
the last day of January, April, July and October.
(See Question 9 for information on making an initial optional cash purchase.)
You will remain a participant in the Plan until you elect to discontinue the
reinvestment of dividends, or sell or otherwise dispose of all the shares held
in your name and withdraw all shares of Common Stock credited to your Plan
account.
9. WHAT DOES THE ENROLLMENT CARD PROVIDE?
The Enrollment Card provides for the purchase of additional shares of the
Corporation's Common Stock through the following investment options:
(A) "DIVIDEND REINVESTMENT"
This option directs the Corporation to invest in accordance with the Plan
cash dividends on all shares of Common Stock currently or subsequently
registered in your name and on all whole and fractional shares of Common Stock
credited to your Plan account. This option also permits you to make optional
cash payments for the purchase of additional shares of Common Stock in
accordance with the Plan.
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(B) "OPTIONAL CASH PURCHASES ONLY"
This option permits you to make optional cash payments for the purchase of
additional shares of Common Stock in accordance with the Plan, without
reinvesting dividends on shares held by you. If you desire this option, a
check payable to Mellon Security Trust Company, covering your initial optional
cash purchase must accompany your Enrollment Card. Cash dividends on shares
purchased with optional cash payments will automatically be reinvested in
additional shares of Common Stock. If you wish to receive cash dividends on
such shares, you must withdraw the shares from your Plan account by written
notification to Mellon at the address set forth in Question 7.
VI. PURCHASES
10. HOW ARE SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN?
Mellon will apply reinvested dividends and optional cash payments to acquire
shares of the Corporation's Common Stock for the account of the Plan's
participants, as the Corporation directs, either directly from the Corporation
or in the open market or in privately negotiated transactions. Shares acquired
directly from the Corporation will consist of authorized but unissued shares or
shares held in the Corporation's Treasury account. (See Question 37 for the
circumstances under which shares will be purchased on the open market and the
effect such purchases would have on Plan participants.)
11. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for a participant's account on
an Investment Date (as defined in Question 12) will depend on the amount of any
dividends and any optional cash payments and the applicable purchase price of
the Common Stock. Your Plan account will be credited with the number of shares
(including any fractional share computed to four decimal places) that results
from dividing the amount of dividends and any optional cash payments to be
invested by the applicable purchase price. The amount of your dividends for
purposes of this computation will include cash dividends payable on all shares
with respect to which you are participating and shares in your Plan account,
whether purchased with reinvested dividends or optional cash payments.
The Plan does not represent a change in the Corporation's dividend policy or
a guarantee of future dividends, which will continue to be determined by the
Board of Directors based upon the Corporation's earnings, financial condition
and other factors.
12. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER
THE PLAN?
If Mellon purchases the shares of Common Stock from the Corporation,
dividends and optional cash payments will be reinvested or invested, as the
case may be, on the Investment Date, which will be the dividend payment date
during a month in which a dividend is paid, and in any other month will be the
fifteenth day of such month. However, if the Investment Date falls on a date
when trading is not being reported on the NASDAQ NMS, the business day
immediately succeeding such date on which trading is being reported on the
NASDAQ will be the Investment Date. If Mellon purchases the shares of Common
Stock in the open market or in privately negotiated transactions, dividends
will be reinvested, and optional cash purchases will be invested on, or near
(within 5 business days of), the Investment Date.
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For the purpose of making purchases, Mellon will commingle your funds with
those of other participants in the Plan. Mellon will apply any dividends and
any optional cash payments to the purchase of Common Stock pursuant to the Plan
on the Investment Date, except when prohibited under any applicable federal or
state securities laws.
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE BANK.
If Mellon purchases the shares of Common Stock from the Corporation, the
purchase price will be the mean between the high bid and low ask prices of
shares of the Common Stock as reported by the NASDAQ National Market System on
the Investment Date (the "Share Price") less a 5% discount. If Mellon
purchases the shares of Common Stock in the open market or in privately
negotiated transactions, the purchase price will be the weighted average of the
prices actually paid for the shares at the time such purchases are made (the
"Weighted Average Price") less a 5% discount. It should be recognized that
since investment prices are determined as specified above, a participant loses
any advantage otherwise available from being able to select the timing of
investments.
VII. OPTIONAL CASH PURCHASES
13. HOW ARE OPTIONAL CASH PURCHASES MADE?
The option to make cash purchases is available to you at the time of joining
the Plan by properly completing, signing and returning to Mellon an Enrollment
Card. If you wish to enroll in the "Optional Cash Purchases Only" feature of
the Plan, a check or money order payable to Mellon Security Trust Company,
covering your first optional cash purchase must accompany your Enrollment Card.
DO NOT SEND CASH. Thereafter, additional optional cash purchases may be made
through the use of the form sent with each periodic statement.
Each optional cash purchase made by you must be at least $50, and such
purchases cannot, in any one calendar quarter, exceed a total of $5,000. The
same amount of money need not be sent each calendar quarter, and there is no
obligation to make additional optional cash purchases after enrollment in the
Plan.
14. WHEN WILL PAYMENTS FOR OPTIONAL CASH PURCHASES BE INVESTED?
Optional cash payments received from you at least 5 business days prior to
an Investment Date will be applied to the purchase of shares of Common Stock
for your account on such Investment Date or within 5 business days thereafter
as provided in the answer to Question 12. Any optional cash payment received
less than 5 business days prior to an Investment Date will be applied to the
purchase of shares of Common Stock for your account on the next following
Investment Date unless you request in writing that your optional cash payment
be returned. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON OPTIONAL CASH
PAYMENTS. Therefore, although optional cash payments may be made at any time,
you are strongly urged to make optional cash payments shortly before an
Investment Date. However, you should allow sufficient time to ensure that an
optional cash payment is received by Mellon at least 5 business days prior to
an Investment Date.
15. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH PAYMENTS BE RETURNED?
Your uninvested optional cash payments will be returned to you upon written
request received by Mellon at least 5 business days prior to an Investment
Date.
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VIII. COSTS
16. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
Participants bear none of the costs of the Plan. All costs of
administration of the Plan and any brokerage commissions and service charges
incurred in connection with purchases of shares are paid by the Corporation.
However, if you request Mellon to sell your shares in the event of withdrawal
from the Plan as explained in Question 26, you must pay any brokerage
commission and any applicable transfer tax incurred.
If the Corporation, at some future date, determines to cause participants in
the Plan to be charged with any brokerage commission or other charges incurred
incident to the purchase of shares for the Plan or to pass through to the
participants in the Plan some of the costs of administering the Plan,
participants will be given advance notice. Such a determination is not
presently contemplated by the Corporation.
IX. FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
17. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
All participants are urged to consult their own tax advisors to determine
the particular tax consequences, including consequences under state and local
tax laws, which may result from their participation in the Plan and the
subsequent disposal by them of the Common Stock purchased pursuant to the Plan.
A general description of federal tax consequences to a Plan participant under
Internal Revenue Service rulings applicable to dividend reinvestment plans
similar to the Plan is set forth below.
Reinvested Dividends. In the case of reinvested dividends, when Mellon
acquires shares for a participant's account directly from the Corporation, the
participant will be considered to have received a dividend for federal income
tax purposes equal to the fair market value of the shares purchased with the
reinvested dividends. The tax basis of such shares will also equal the fair
market value of the shares on the Investment Date. The holding period of such
shares will begin on the day following the Investment Date.
Alternatively, when Mellon purchases Common Stock for a participant's
account on the open market with reinvested dividends, the participant will be
considered to have received a dividend for federal income tax purposes equal to
the fair market value of the shares purchased with the reinvested dividends
plus that portion of any brokerage commissions paid by Mellon which are
attributable to the purchase of the participant's shares. The tax basis of such
shares will also equal the fair market value of the shares acquired for the
participant's account plus that portion of the brokerage commissions and other
service charges paid by the Corporation which are attributable to such shares.
The holding period of such shares will begin on the day following the date on
which the shares are credited to the participant's account.
Optional Cash Payments. In the case of shares acquired by Mellon with
Optional Cash Payments directly from the Corporation, the participant will be
considered to have received a dividend equal to the amount of the excess, if
any, of the fair market value of the purchased shares on the Investment Date
over the amount of the optional cash payment. The tax basis of such shares
will equal the amount of the optional cash payment plus such excess, if any.
The holding period of such shares will begin on the day following the
Investment Date.
In the case of shares acquired on the open market with optional cash
payments, a participant will be considered to have received a dividend equal to
(i) the excess, if any, of the fair market value of shares purchased with the
optional cash payment on the participant's behalf over the amount of the
optional cash payment, plus (ii) that portion of the brokerage commissions and
other service charges, if any, paid by the Corporation which are attributable
to such shares. The tax basis of such shares will equal the sum of (i) the
amount of such excess, if any, (ii) the amount of the optional payment, and
(iii) the allocable portion of the brokerage fees and other service charges, if
any, paid by the Corporation. The holding period of such shares will begin on
the day following the date on which the shares are credited to the
participant's account.
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Additional Information. For federal income tax purposes, the fair market
value of shares acquired for the participant's account either with reinvested
dividends or optional cash payments will be equal to 100% of the
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average of the high and low sales prices of shares of the Corporation's Common
Stock as reported by the NASDAQ National Market System as of the date the
shares are acquired for the participant's account (See Question 12).
The dividend income received by a corporate shareholder generally will be
eligible for a 70% dividend's-received deduction subject to the conditions and
restrictions of the Internal Revenue Code.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either
upon the participant's withdrawal of certain of those shares or upon
termination of participation in, or termination of, the Plan. However, gain or
loss may be recognized when the participant sells or exchanges shares
previously received. A participant must recognize gain or loss upon receipt of
a cash payment for a fractional share equivalent credited to the participant's
account upon termination of participation in, or termination of, the Plan. In
either event, the amount of gain or loss will be the difference between the
amount that the participant received for the shares or a fractional share
equivalent and the tax basis therefor.
18. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO PARTICIPANTS IN THE
PLAN?
If you, as a participant in the Plan, fail to provide and certify your
Federal taxpayer identification number or social security number to the Bank,
you may be subject to a withholding tax on dividend payments, and Mellon will
reinvest dividends net of the required amount of tax withheld.
X. REPORTS TO PARTICIPANTS
19. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practical after each purchase of Common Stock under the Plan for
your account, a statement of account will be mailed to you, normally within 10
business days following the Investment Date. These statements are your
continuing record of current activity and cost of your purchases and should be
retained for tax purposes. In addition, you will receive copies of
communications sent to all holders of the Corporation's Common Stock, including
the Corporation's Quarterly Reports and Annual Reports to Shareholders, the
Notice of Annual Meeting and Proxy Statement and information you will need for
reporting your dividend income for Federal income tax purposes.
XI. DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. Dividends on all shares of Common Stock, including fractional shares,
credited to your Plan account, whether such shares were purchased with
reinvested dividends on shares held by you or with optional cash payments, will
be automatically reinvested in additional shares of Common Stock until such
shares are withdrawn from your Plan account.
XII. CERTIFICATES FOR SHARES
21. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Certificates will not be issued to you for shares credited to your Plan
account unless you request Mellon in writing to do so, whether upon termination
of your participation in the Plan or otherwise, or unless the Plan is
terminated. Shares purchased through the Plan will be credited to your Plan
account, but they will not be registered in your name. Shares of Common Stock
purchased under the Plan and held by Mellon will be registered in the name of
Mellon's nominee and credited to your Plan account. The number of shares
credited to your Plan account will be shown on the periodic statement of your
account. This service eliminates the need for safekeeping by you to protect
against loss, theft or destruction of stock certificates.
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At any time, you may request in writing that Mellon send you a certificate
for all or part of the whole shares credited to your Plan account. This
request should be mailed to Mellon at the address set forth in Question 7. Any
remaining whole and fractional shares will continue to be credited to your Plan
account. Certificates for fractional shares will not be issued under any
circumstances. Certificates for whole shares credited to your Plan account
will normally be issued within 10 business days of receipt by Mellon of your
written request.
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22. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO
PARTICIPANTS?
Plan accounts are maintained in the name in which your shares are registered
at the time you enroll in the Plan. Consequently, certificates for whole
shares purchased under the Plan will be similarly registered when issued to you
upon your request.
23. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. Shares credited to your Plan account may not be pledged or assigned and
any such purported pledge or assignment shall be void. If you wish to pledge
or assign such shares, you must withdraw such shares from your Plan account.
XIII. TERMINATION OF PARTICIPATION IN THE PLAN
24. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may direct Mellon in writing at any time to discontinue the reinvestment
of dividends on shares held of record by you. This notice should be mailed to
Mellon at the address set forth in Question 7. Optional cash purchases may be
made even after you have elected to discontinue the reinvestment of dividends
on shares registered in your name. However, you are never obligated to make
optional cash purchases.
If you elect to discontinue the reinvestment of dividends on shares held of
record in your name, you may either withdraw the whole shares of Common Stock
credited to your Plan account (see Question 26) or retain any or all such
shares in such account. Dividends on shares of Common Stock retained in your
Plan account will continue to be reinvested.
25. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time. If your
notice to discontinue reinvestments is received by Mellon at least 5 business
days before the record date for a particular cash dividend, the next dividend
will be paid to you in cash. If your notice to discontinue reinvestment is
received by Mellon less than 5 business days before the record date for a
particular cash dividend, the next dividend will be reinvested for your
account. Thereafter, all dividends on shares held of record by you will be
paid to you in cash unless you elect to enroll in the dividend reinvestment
option of the Plan again, which you may do at any time by submitting a new
Enrollment Card.
Any optional cash payment which has been received by Mellon prior to receipt
of a notice to discontinue dividend reinvestment will be invested in accordance
with the Plan, unless return of the payment is expressly requested in a notice
received at least 5 business days prior to an Investment Date.
XIV. WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
26. HOW DOES A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
You may withdraw all or a portion of the shares of Common Stock credited to
your Plan account by notifying Mellon in writing, specifying the number of
shares to be withdrawn. This notice should be mailed to Mellon at the address
set forth in Question 7. Certificates for whole shares of Common Stock so
withdrawn will be issued to you, normally within 10 business days of receipt of
your written request. In no case will certificates for fractional shares be
issued. If your notice of withdrawal is not received by Mellon at least 5
business days before the record date for a particular dividend, the next
dividend will be reinvested for your account. After you withdraw shares of
Common Stock from your Plan account, cash dividends on such shares will
continue to be reinvested in accordance with the Plan if you are enrolled under
the "Dividend Reinvestment" option of the Plan or, if not, will be paid to you
in cash. THE WITHDRAWAL OF SHARES FROM YOUR PLAN ACCOUNT DOES NOT CONSTITUTE
TERMINATION OF PARTICIPATION IN THE PLAN. TO TERMINATE PARTICIPATION IN THE
PLAN, SEE QUESTIONS 24 AND 25.
11
<PAGE> 15
You may, IF YOU WISH, also request that all of the shares, both whole and
fractional, credited to your Plan account be sold. Such request must be in
writing, signed by each person in whose name the Plan account appears with
signatures guaranteed by a member of the Securities Transfer Agents Medallion
Program (available at brokerage firms and most commercial banks and trust
companies). If such sale is requested, Mellon, within 10 business days after
receiving the request, will execute a sale order for your account through a
broker. You will receive a check for the proceeds of the sale less any
brokerage commission, applicable withholding tax and any applicable transfer
tax incurred.
12
<PAGE> 16
27. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN YOU SELL, OR OTHERWISE
WITHDRAW, ALL SHARES FROM YOUR PLAN ACCOUNT?
Any fractional share in your Plan account will be aggregated with other
fractional shares and sold by Mellon, and a cash payment will be made for the
sale price of such fractional share less any applicable withholding tax and
transfer tax incurred. The net proceeds for any fractional share, together
with any certificates for whole shares, will be mailed to you.
XV. OTHER INFORMATION
28. WHAT HAPPENS WHEN YOU SELL OR TRANSFER ALL OF THE SHARES HELD OF RECORD
IN YOUR NAME?
If you dispose of all the shares held of record in your name, the dividends
on the shares credited to your Plan account will continue to be reinvested
until you notify Mellon that you wish to withdraw all shares of Common Stock
credited to your Plan account.
29. WHAT HAPPENS WHEN YOU SELL OR TRANSFER SOME BUT NOT ALL OF THE SHARES
REGISTERED IN YOUR NAME?
If you are reinvesting the dividends on the shares registered in your name
and you dispose of a portion of such shares, the Corporation will continue to
reinvest the dividends on the remainder of the shares which are registered in
your name.
30. WHAT HAPPENS IF THE CORPORATION DECLARES A STOCK DIVIDEND OR A STOCK
SPLIT?
Shares of Common Stock distributed by the Corporation pursuant to a stock
dividend or a stock split with respect to shares of Common Stock credited to
your Plan account will be added to your account.
Shares distributed pursuant to a stock dividend or a stock split with
respect to shares of Common Stock registered in your name will be mailed to
you.
31. HOW WILL A PARTICIPANT'S SHARES HELD BY MELLON BE VOTED AT SHAREHOLDERS'
MEETINGS?
Shares held by Mellon for you will be voted as you direct. A proxy card
will be sent to you in connection with any annual or special meeting of
shareholders, as in the case of shareholders not participating in the Plan.
This proxy will apply to all shares credited to your Plan account and, if
properly signed, will be voted in accordance with the instructions that you
give on the proxy card.
As in the case of shareholders not participating in the Plan, if no
instructions are indicated on a properly signed and returned proxy card, all of
the shares credited to your Plan account will be voted in accordance with the
recommendations of the Corporation's management. If the proxy card is not
returned or is returned unsigned, your shares would be voted only if you or a
duly appointed representative voted in person at the meeting.
32. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND MELLON UNDER THE
PLAN?
The Corporation and Mellon, in administering the Plan, will not be liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death, or any claim with respect to the
timing or the price of any purchase or sale. PARTICIPANTS SHOULD RECOGNIZE
THAT NEITHER THE CORPORATION NOR MELLON CAN ASSURE THEM OF A PROFIT OR PROTECT
THEM AGAINST A LOSS ON SHARES PURCHASED OR SOLD UNDER THE PLAN.
13
<PAGE> 17
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Corporation reserves the right to suspend or terminate the Plan at any
time, including the period between a dividend record date and the related
dividend payment date. The Corporation also reserves the right to make
modifications to the Plan. Participants will be notified of any such
suspension, termination or modification. Upon a termination of the Plan,
except in the circumstances described below, any uninvested optional cash
payments will be returned, a certificate for whole shares credited to your Plan
account will be issued, and a cash payment will be made for any fractional
share credited to your account.
14
<PAGE> 18
In the event the Corporation terminates the Plan for the purpose of
establishing another dividend reinvestment and Common Stock purchase plan,
participants in the Plan will be enrolled automatically in such other plan and
shares credited to their Plan accounts will be credited automatically to such
other plan, unless notice is received to the contrary.
The Corporation also reserves the right to terminate any shareholder's
participation in the Plan at any time.
34. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THE
PLAN?
Any additional questions should be addressed to:
Mellon Security Trust Company
Re: Dividend Reinvestment
Second Bancorp, Inc.
P.O. Box 750
Pittsburgh, PA 15230
(800) 756-3353
35. HOW IS THE PLAN TO BE INTERPRETED?
The Plan, the Enrollment Card signed by participants and the participant's
accounts shall be governed by and construed in accordance with the laws of Ohio
and applicable state and Federal securities laws, and cannot be modified
orally. Any question of interpretation arising under the Plan will be
determined by the Corporation, and any such determination will be final.
The Corporation may adopt rules and regulations to facilitate the
administration of the Plan.
36. WHAT ARE SOME OF THE RESPONSIBILITIES OF PARTICIPANTS?
You will have no right to draw checks or drafts against your Plan account or
to give instructions to Mellon with respect to any shares of Common Stock or
cash held therein except as expressly provided herein.
You should notify Mellon promptly in writing of any change of address.
Notices to participants will be given by letter addressed to them at their last
address of record with Mellon under the Plan.
37. UNDER WHAT CIRCUMSTANCES WILL SHARES BE PURCHASED FROM THE CORPORATION
OR ON THE OPEN MARKET?
Prior to the record date for any dividend payment date, the Board of
Directors of the Corporation may by resolution determine the maximum number of
authorized but unissued shares, or treasury shares, of Common Stock that the
Corporation will sell to Mellon under the Plan on such dividend payment date.
Such limitation will remain in effect for each subsequent dividend payment date
unless the Board of Directors, prior to a dividend record date, adopts a
further resolution eliminating the limitation or amending the maximum number
previously determined. If on any dividend payment date Mellon would be unable
to purchase sufficient shares from the Corporation to satisfy the requirements
of the Plan for that dividend payment date, Mellon will purchase the required
shares in excess of those sold by the Corporation for that dividend payment
date on the open market. In purchasing shares for any such dividend payment
date, Mellon will first apply reinvested dividends to purchase shares and will
then apply optional cash payments to purchase the additional required shares.
Open market purchases will be made as soon as possible after the applicable
dividend payment date, but not more than 5 business days after such date.
38. CAN ADJUSTMENTS BE MADE IN THE NUMBER OF SHARES SUBJECT TO THE PLAN?
15
<PAGE> 19
The shares of Common Stock registered for use in the Plan are subject to
adjustment as follows:
a. In the event that a dividend shall be declared upon the Common Stock
payable in shares of said stock, the number of shares of Common Stock available
for issuance pursuant to the Plan shall be adjusted by adding thereto the
number of shares which would have been distributed thereon if such shares had
been outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend.
16
<PAGE> 20
b. In the event that the outstanding shares of Common Stock shall be
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, then there shall be substituted for the shares available for
issuance pursuant to the Plan, the number and kind of shares of stock or other
securities which would have been substituted therefor if such shares had been
outstanding on the date fixed for determining the shareholders entitled to
receive such changed or substituted stock or other securities.
c. In the event there shall be any change, other than specified above, in
the number or kind of outstanding shares of Common Stock or of any stock or
other securities into which such Common Stock shall be changed or for which it
shall have been exchanged, then if the Board of Directors of the Corporation
shall determine, in its discretion, that such change equitably requires an
adjustment in the number or kind of shares which are available for issuance
pursuant to the Plan, such adjustment shall be made by the Board of Directors
and shall be effective and binding for all purposes of the Plan.
d. No adjustment or substitution provided for herein shall require the
Corporation to issue or to sell a fractional share under the Plan and the total
adjustment or substitution may be limited accordingly.
USE OF PROCEEDS
---------------
In the event shares of Common Stock are sold to the Plan (either as newly
issued shares or shares issued out of the Corporation's Treasury account), the
Corporation intends to apply the proceeds received in such sales for its
general corporate purposes. The Corporation does not know precisely the number
of shares of its Common Stock that it will ultimately sell under the Plan or
the prices at which those shares will be sold. In the event shares of the
Common Stock are purchased by the Plan in the open market or in privately
negotiated transactions, the Corporation will not receive any proceeds from
such purchases.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
----------------------------------------------
The articles of incorporation and code of regulations of the Corporation
provide for the indemnification of the Corporation's directors and officers
against liabilities arising by reason of their positions as directors or
officers of the Corporation to the full extent permitted by Ohio law.
Section 1701.13 of the General Corporation Law of Ohio permits
indemnification of directors and officers by a corporation under certain
circumstances and also permits a corporation to purchase and maintain liability
insurance on behalf of directors and officers. The Corporation maintains a
Directors and Officers Liability Insurance Policy.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, the Corporation has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
EXPERTS
-------
The consolidated financial statements of Second Bancorp, Inc., incorporated
by reference in the Corporation's annual report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
17
<PAGE> 21
LEGAL MATTERS
-------------
The legality of the shares of Common Stock to be sold pursuant to the Plan
has been passed upon by the firm of Hoppe, Frey, Hewitt & Milligan, counsel for
the Corporation. John L. Pogue, a partner in the firm, serves as a Director
and Secretary of the Corporation.
18
<PAGE> 22
<TABLE>
============================================= =========================
CONTENTS
<CAPTION>
Page
----
<S> <C> <C>
Available Information ................ 1
Documents Incorporated by Reference .. 1
The Corporation ...................... 2
The Plan ............................. 2
Purpose ............................ 2
Participation Options .............. 2 __________
Advantages ......................... 2
Administration ..................... 3
Participation ...................... 3
Purchases .......................... 5 SECOND BANCORP, INC.
Optional Cash Purchases ............ 6
Federal Income Tax Consequences .... 7
Reports to Participants ............ 8 __________
Dividends .......................... 8
Certificates for Shares ............ 8
Termination of Participation ....... 9
Withdrawal of Shares ............... 9
Other Information .................. 10
Use of Proceeds ...................... 13 DIVIDEND REINVESTMENT
Disclosure of Commission Position on AND
Indemnification for Securities Act STOCK PURCHASE PLAN
Liabilities ........................ 13
Experts .............................. 14
Legal Matters ........................ 14
__________ __________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER PROSPECTUS
TO SELL OR A SOLICITATION OF AN OFFER TO BUY
THE SECURITIES COVERED BY THIS PROSPECTUS IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS __________
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SEPTEMBER 1, 1995
ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS
OF THE CORPORATION SINCE THE DATE HEREOF.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN AS CONTAINED HEREIN, IN CONNECTION
WITH THE OFFER DESCRIBED HEREIN, AND IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON.
============================================= =========================
</TABLE>
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The following is an estimate of the expenses which will be incurred in
connection with the issuance and distribution of the Common Stock being
registered:
<TABLE>
<CAPTION>
To be borne by the Corporation:
<S> <C>
Plan Administrator's Fees and Service Charges .................... $ 5,000.00*
Printing ......................................................... 3,000.00
Legal Fees ....................................................... 10,000.00
Accounting Fees .................................................. 4,000.00
Blue Sky Fees .................................................... 200.00*
----------
Total .......................................................... $22,200.00
<FN>
________
*Estimated for the one year period from the date of the Prospectus.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Articles of Incorporation of the Corporation and the Regulations of
the Corporation provide in substance that the Corporation shall indemnify, to
the full extent permitted by the laws of the State of Ohio, any director,
officer, employee or agent of the Corporation for any costs or expenses
incurred by him in his capacity, or arising out of his status, as a director,
officer, employee or agent of the Corporation. Such indemnification shall not
be deemed exclusive of any other rights to which any person indemnified may be
entitled, as a matter of law or otherwise, and shall inure to the benefit of
the heirs, executors and administrators of any such person.
Section 1701.13(E) of the General Corporation Law of the State of Ohio
(which is applicable to the Corporation) permits a corporation to indemnify its
officers and directors and to pay their expenses subject to certain limitations
and exceptions.
The Corporation has purchased a liability insurance policy which insures
directors and officers of the Corporation against certain liabilities which
might be incurred by them in such capacities.
ITEM 16. EXHIBITS
--------
The following exhibits are filed herewith as part of this Registration
Statement:
NUMBER DESCRIPTION
------ -----------
3.1 Second Bancorp's Articles of Incorporation, as amended, and Code of
Regulations, as amended
4.1 Form of Common Stock Certificate
4.2 Form of Enrollment Card
5.1 Opinion of Hoppe, Frey, Hewitt & Milligan as to legality of securities
being registered
II-1
<PAGE> 24
NUMBER DESCRIPTION
------ -----------
23.1 Consent of Hoppe, Frey, Hewitt & Milligan (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney
ITEM 17. UNDERTAKINGS
------------
(A) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned Corporation hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 25
SIGNATURES
----------
SECOND BANCORP, INC.
Pursuant to the requirements of the Securities Act of 1933, Second Bancorp,
Inc., certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warren, State of Ohio, on the _____ day of August,
1995.
SECOND BANCORP, INC.
By: s/Alan G. Brant
-------------------------
Alan G. Brant
Chairman and President
s/David L. Kellerman
------------------------------
David L. Kellerman
Treasurer (Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the _____ day of August, 1995.
Alan G. Brant John A. Anderson
Director and Principal Executive Officer Director
R. J. Wean, III Norman C. Harbert
Director Director
J. C. Gibson Robert J. Webster
Director Director
John L. Pogue
Director
By: s/John L. Pogue
--------------------
John L. Pogue,
Attorney-in-fact
II-3
<PAGE> 26
INDEX TO EXHIBITS
Number Description
------ -----------
3.1 Second Bancorp, Inc.'s Articles of Incorporation,
as amended, and Code of Regulations, as amended ...................
4.1 Form of Common Stock Certificate ..................................
4.2 Form of Enrollment Card ...........................................
5.1 Opinion of Hoppe, Frey, Hewitt & Milligan
as to legality of securities being registered .....................
23.1 Consent of Hoppe, Frey, Hewitt & Milligan
(included in Exhibit 5.1) .........................................
23.2 Consent of Ernst & Young ..........................................
24.1 Power of Attorney .................................................
<PAGE> 1
EXHIBIT 3.1
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
684430
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: ARF MIS
----------------------------------------------------
------------------------------------------------------------------------ of:
SECOND BANCORP INCORPORATED
Recorded on Roll F990 at Frame 0694 of
UNITED STATES OF AMERICA the Records of Incorporation and
STATE OF OHIO Miscellaneous Filings.
OFFICE OF THE SECRETARY OF STATE
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 26TH DAY OF AUG,
A.D. 1986.
[IMAGE] /s/ Sherrod Brown
SHERROD BROWN
Secretary of State
<PAGE> 2
ARTICLES OF INCORPORATION OF
SECOND BANCORP, INCORPORATED
The undersigned, acting as the incorporator of a
corporation for profit under the general corporation laws of
the State of Ohio, adopts the following Articles of
Incorporation:
FIRST: The name of the Corporation shall be Second
----- Bancorp Incorporated.
SECOND: The place in Ohio where its principal office is to
------ be located is at 108 Main Avenue S.W., in the City
of Warren, Trumbull County, Ohio, but the
Corporation may establish and maintain its
principal office, or other offices, at other
places in the United States of America, as its
Board of Directors may from time to time
determine.
THIRD: The purpose for which the Corporation is formed is
----- to engage in business as a "bank holding company"
in accordance with, and to the extent permitted
by, the Bank Holding Company Act of 1956 (Pub. Law
511, 84th Cong. 2d Sess., approved May 9th, 1956)
as amended, and consistent therewith to engage in
any other lawful act or activity for which
corporations may be formed under Chapter 1701 of
the Ohio Revised Code, to the extent that such act
or activity is not then prohibited by the Bank
Holding Company Act of 1956, as amended. The
Corporation may from time to time, pursuant to
authorization by the Board of Directors and
without action by the shareholders, purchase or
otherwise acquire shares of the Corporation of any
class or classes in such manner, upon such terms
and in such amounts as the Board of Directors
shall derermine; subject, however, to such
limitation or restriction, if any, as is contained
in the express terms of any class of shares of the
Corporation outstanding at the time of the
purchase or acquisition in question.
FOURTH: The maximum number of shares of capital shares
------ which this Corporation is authorized to issue or
to have outstanding at any time shall be one
thousand (1000) shares all of which shall be
common shares. The shares will have no par value
stated. The Board of Directors of the Corporation
is hereby empowered to issue from time to time
<PAGE> 3
shares of its capital shares, whether now or
hereafter authorized. No holders of any class of
shares of the Corporation shall have any
pre-emptive rights to purchase or to have offered
to them for purchase any shares or other
securities of the Corporation.
FIFTH: The amount of stated capital with which this
----- Corporation will begin business shall be five
hundred dollars ($500.00).
SIXTH: (A) The number of directors constituting
----- the Board of Directors shall be such number, not
more than eighteen (18), as shall be fixed from
time to time in accordance with the Regulations of
the Corporation and the number so fixed shall
constitute the Board of Directors until the number
of directors is thereafter changed pursuant to the
provisions of the Regulations, but the number
thereof shall in no event be less than six (6) and
the number of directors in each class shall in no
event be less than three (3).
(B) The Board of Directors shall be and is
divided into two classes, Class I and Class II,
which shall be as nearly equal in number as
possible. Each director shall serve for a term
ending on the date of the second annual meeting
following the annual meeting at which such
director was elected, provided, however, that each
initial director in Class I shall hold office
until the annual meeting of shareholders in 1987;
and each initial director in Class II shall hold
office until the annual meeting of shareholders in
1988.
(C) In the event of any increase or decrease
in the authorized number of directors, (i) each
director then serving as such shall nevertheless
continue as a director of the class of which he or
she is a member until the expiration of his or her
current term, or his or her prior death,
retirement, resignation or removal and (ii) the
newly created or eliminated directorship resulting
from such increase or decrease shall be
apportioned by the Board of Directors among the
two classes of directors so as to maintain such
classes as nearly equal as possible.
2
<PAGE> 4
(D) Notwithstanding any of the foregoing
provisions of this Article SIXTH, each director
shall serve until his or her successor is elected
and qualified or until his or her death,
retirement, resignation, or removal. Should a
vacancy occur or be created, whether arising
through death, resignation or removal of a
director, or through an increase in the number of
directors of any class, such vacancy shall be
filled by a majority vote of the remaining
directors of the class in which such vacancy
occurs, or by the sole remaining director of the
class if only one such director remains, or by the
majority vote of the remaining directors of the
other class if there be no remaining member of the
class in which the vacancy occurs. A director so
elected to fill a vacancy shall serve for the
remainder of the then present term of office of
the class to which he or she was elected.
(E) Wherever the term "Board of Directors"
is used in these Articles of Incorporation, such
terms shall mean the Board of Directors of the
Corporation; provided, however, that, to the
extent any committee of directors of the
Corporation is lawfully entitled to exercise the
powers of the Board of Directors, such committee,
to the extent provided by resolution of the Board
of Directors or the Regulations, may exercise any
power or authority of the Board of Directors under
these Articles of Incorporation in management of
the business and affairs of the Corporation,
including without limitation, the declaration of a
dividend or the authorization of the issuance of
shares.
SEVENTH: Each person who is or was a director, officer,
------- employee or agent of the Corporation shall be
indemnified by the Corporation to the full extent
permitted by the corporation laws of the State of
Ohio, now or hereafter in force, against any
liability, cost or expense incurred by him in his
capacity as a director, officer, employee, or
agent, or arising out of his status as a director,
officer, employee, or agent. The corporation may,
but shall not be obligated to maintain insurance
at its expense, to protect itself and any such
person against any such liability cost or expense.
The rights of indemnification provided in this
3
<PAGE> 5
Article SEVENTH shall be in addition to any rights
to which any person concerned may otherwise be
entitled by the Regulations of the Corporation
from time to time in effect, by contract or as a
matter of law, and shall inure to the benefit of
the heirs, executors and administrators of any
such person.
EIGHTH: 1) A. In addition to any affirmative vote
------ required by law:
(i) any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter
defined) with (a) any Related Person (as
hereinafter defined) or (b) any other
corporation (whether or not itself a Related
Person) which is, or after such merger or
consolidation would be, an Affiliate (as
hereinafter defined) of a Related Person; or
(ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one
transaction of a series of transactions) to
or with any Related Person or any Affiliate
of any Related Person of any assets of the
Corporation or any Subsidiary having an
aggregate Fair Market Value (as hereinafter
defined) equal to 10% or more of the
consolidated net worth of the Corporation; or
(iii) the issuance or transfer by the
Corporation or any Subsidiary (in one
transaction or a series of transactions) of
any securities of the Corporation or any
Subsidiary to any Related Person or any
Affiliate of any Related Person in exchange
for cash, securities or other property (or a
combination thereof) having an aggregate Fair
Market Value equal to 10% or more of the
consolidated net worth of the Corporation; or
(iv) the adoption of any plan or proposal
for the liquidation or dissolution of the
Corporation; or
(v) any reclassification of securities
(including any reverse share split), or
recapitalization of the Corporation, or any
merger or consolidation of the Corporation
4
<PAGE> 6
with any of its Subsidiaries or any other
transaction (whether or not with or into or
otherwise involving a Related Person) which
has the effect, directly or indirectly, of
increasing the proportionate share of the
outstanding shares of any class of Equity
Security (as hereinafter defined) of the
Corporation or any Subsidiary which is
directly or indirectly owned by any Related
Person or any Affiliate of any Related
Person, shall require the affirmative vote of
the holders of at least 75% of the voting
power of the then outstanding shares of
capital shares of the Corporation entitled to
vote generally in the election of directors.
Such affirmative vote shall be required
notwithstanding the fact that no vote may be
required or that a lesser percentage may be
specified, by law or otherwise.
B. The term "Business Combination" used
in this Article EIGHTH shall mean any
transaction which is referred to in any one
or more of clauses (i) through (v) of
paragraph A of this Section.
2) Notwithstanding the requirements of the
previous Section, no Business Combination between
the Corporation (or any Subsidiary) and a Related
Person or any Affiliate of a Related Person may be
effected unless all of the following conditions
are met.:
A. The aggregate amount of the cash
and the Fair Market Value as of the date of
the consummation of the Business Combination
of consideration other than cash to be
received per share by holders of any class of
Equity Security in such Business Combination
shall be at least equal to the highest per
share price (including any brokerage
commissions, transfer taxes and soliciting
dealer's fees) paid by the Related Person for
any shares of the same class of Equity
Security previously acquired by it, plus
interest on such amount compounded annually
from the date that the Related Person became
a Related Person (the "Determination Date")
through the date of consummation of the
5
<PAGE> 7
Business Combination (the "Consummation
Date") at the rate publicly announced as the
"Prime Rate" of interest (announced by such
major bank as may be selected by a majority of
the Continuing Directors), from time to time
in effect, LESS the aggregate amount of
any cash dividends paid and the Fair Market
Value of any dividends paid in other than
cash on each share from the Determination
Date through the Consummation Date, up to,
but not exceeding, the amount of interest
payable per share.
B. The consideration to be received by
holders of a particular class of Equity
Security shall, except to the extent a
shareholder agrees otherwise, be in cash or
in the same form as the Related Person has
previously paid for shares of such class of
Equity Security. If the Related Person has
paid for shares of any class of Equity
Security with varying forms of consideration,
the form of consideration for such class of
Equity Security shall be either cash or in
the form used to acquire the largest number
of shares of such class of Equity Security
previously acquired by it. The price
determined in accordance with paragraph A of
this Section shall be subject to appropriate
adjustment in the event of any share
dividend, share split, combination of shares
or similar event.
3) The provisions of Sections (1) and (2)
of this Article EIGHTH shall not apply to a
Business Combination if:
A. The Continuing Directors of the
Corporation by a two-thirds vote (i) have
expressly approved a memorandum of
understanding with the Related Person with
respect to the Business Combination prior to
the time that the Related Person became a
Related Person and the Business Combination
is effected on substantially the same terms
and conditions as are provided by the
memorandum of understanding, or (ii) have
otherwise approved the Business Combination
(this provision is incapable of satisfaction
6
<PAGE> 8
unless there is at least one Continuing
Director); or
B. The Business Combination is solely
between the Corporation and another
corporation, one hundred percent of the
Voting Shares of which is owned directly or
indirectly by the Corporation.
In the event the Continuing Directors
shall approve a Business Combination as set
forth in paragraph A above, or the Business
Combination is solely between the Corporation
and another corporation described in
paragraph B above, such Business Combination
shall require only such shareholder vote, if
any, as is required by law.
4) For the purpose of this Article EIGHTH:
A. "Person" shall mean any individual,
firm, corporation or other entity.
B. "Related Person" shall mean any
Person who or which:
(i) is the beneficial owner, directly
or indirectly, of 10% or more of the voting
power of the outstanding Voting Shares; or
(ii) is an Affiliate or Associate of the
Corporation and at any time within the
two-year period immediately prior to the date
in question was the beneficial owner,
directly or indirectly, of 10% or more of the
voting power of the then outstanding Voting
Shares; or
(iii) is an assignee of or has otherwise
succeeded to any shares of Voting Shares
which were at any time within the two-year
period immediately prior to the date in
question beneficially owned by any Related
Person, if such assignment or succession
shall have occurred in the course of a
transaction or series of transactions not
involving a public offering within the
meaning of the Securities Act of 1933, as
amended.
7
<PAGE> 9
Provided, however, that the term "Related
Person" shall not include (i) the Corporation
or any Subsidiary, (ii) any one or any group
of the Continuing Directors, or (iii) any
profit-sharing, employee shares ownership or
other employee benefit plan of the
corporation or any Subsidiary of the
Corporation or any trustee of or other
fiduciary with respect to any such plan when
acting in that capacity.
C. A Person shall be a "beneficial
owner" of any Voting Shares:
(i) which such Person or any of its
Affiliates or Associates (as hereinafter
defined) beneficially owns, directly or
indirectly; or
(ii) which such Person or any of its
Affiliates or Associates has (a) the right to
acquire (whether such right is exercisable
immediately or only after the passage of
time) pursuant to any agreement, arrangement
or understanding or upon the exercise of
conversion rights, exchange rights, warrants
or options, or otherwise, or (b) the right
to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which is beneficially owned,
directly or indirectly, by any other Person
with which such Person or any of its
Affiliates or Associates has any agreement,
arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of
any shares of Voting Shares.
D. For the purpose of determining
whether a Person is a Related Person pursuant
to paragraph B of this Section, the number
of shares of Voting Shares deemed to be
outstanding shall include shares deemed owned
through application of paragraph C of this
Section, but shall not include any other
shares of Voting Shares which may be issuable
pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
8
<PAGE> 10
E. "Affiliate" or "Associate" shall
have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act
of 1934, as in effect on January 1, 1986.
F. "Subsidiary" means any corporation
of which a majority of any class of Equity
Security is owned, directly or indirectly, by
the Corporation; provided, however, that for
the purposes of the definition of Related
Person set forth in paragraph B of this
Section, the term "Subsidiary" shall mean
only a corporation of which a majority of
each class of Equity Security is owned,
directly or indirectly , by the Corporation.
G. "Continuing Director" means any
member of the Board of Directors who is
unaffiliated with the "Related Person" and
was a member of the Board of Directors prior
to the time that the Related Person became a
Related Person, and any successor of a
Continuing Director who is unaffiliated with
the Related Person and is recommended to
succeed a Continuing Director by two-thirds of
the Continuing Directors then on the Board of
Directors.
H. "Fair Market Value" means: (i) in
the case of stock, the highest closing sales
price during the 30-day period immediately
preceding the date in question of a share of
such stock on the Composite Tape for New York
Stock Exchange--Listed Stocks, or, if such
stock is not quoted on the composite Tape, on
the New York Stock Exchange, or, if such stock
is not listed on the Exchange, on the
principal United States securities exchange
registered under the Securities Exchange Act
of 1934 on which such stock is listed, or, if
such stock is not listed on any such
exchange, the highest closing bid quotation
with respect to a share of such stock during
the 30-day period preceding the date in
question on the National Association of
Securities Dealers, Inc. Automated Quotations
Systems or any system then in use, or if no
such quotations are available, the fair
9
<PAGE> 11
market value on the date in question of a
share of such stock as determined by a
two-thirds vote of the Continuing Directors;
and (ii) in the case of property other than
cash or stock, the fair market value of such
property on the date in question as
determined by a two-thirds vote of the
Continuing Directors.
I. In the event of any Business
Combination in which the Corporation
survives, the phrase "consideration other
than cash to be received" as used in
paragraph A of this Section shall include the
shares of any class of Equity Security
retained by the holders of such shares.
J. "Equity Security" shall have the
meaning ascribed to such term in Section
3(a)(11) of the Securities Exchange Act of
1934, as in effect on January 1, 1986.
K. "Voting Shares" means shares of any
Equity Security of a corporation which are
entitled to vote in the election of Directors
of such corporation.
L. The phrase "series of related
transactions" shall be deemed to include not
only a series of transactions with the same
Related Person but also a series of separate
transactions with a Related Person or any
Affiliate or Associate of such Related
Person.
5) The Continuing Directors shall, by
two-thirds vote, have the power and duty to
determine for the purposes of this Article EIGHTH
on the basis of information known to them after
reasonable inquiry, (A) whether a Person is a
Related Person, (B) the number of shares of Voting
Shares beneficially owned by any Person, (C)
whether a Person is an Affiliate or Associate of
another, (D) whether the assets which are the
subject of any Business Combination have, or the
consideration to be received for the issuance or
transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an
aggregate Fair Market Value equal to 10% or more
10
<PAGE> 12
of the consolidated net worth of the corporation.
The Continuing Directors shall, by two-thirds
vote, have the further power to interpret all
other terms and provisions of this Article EIGHTH.
6) Nothing contained in this Article EIGHTH
shall be construed to relieve any Related Person
from any fiduciary obligation imposed by law.
NINTH: Notwithstanding any statutory provision now or
----- hereafter in force requiring for any purpose the
vote, consent, waiver or release of the holders of
shares entitling them to exercise two-thirds, or
any other proportion, of the voting power of the
Corporation or of any class or classes of shares
thereof, such action, unless otherwise expressly
required by statute or by these Articles, may be
taken by the vote, consent, waiver or release of
the holders of shares entitling them to exercise a
majority of the voting power of the Corporation or
of such class or classes. Each of Articles
SIXTH, SEVENTH and EIGHTH and this Article NINTH,
of these Articles of Incorporation may be amended
at any regular or special meeting of the
shareholders only by the affirmative vote of the
holders of at least 75% of the voting power of the
outstanding shares of this Corporation.
TENTH: Any and every statute of the State of Ohio
----- hereafter enacted, whereby the rights, powers or
privileges of corporations or of the shareholders
of corporations organized under the laws of the
State of Ohio are increased or diminished or in
any way affected, or whereby effect is given to
the action taken by any number, less than all, of
the shareholders of any such corporation, shall
apply to the Corporation and shall be binding not
only upon the Corporation, but upon every
shareholder of the Corporation to the same extent
as if such statute had been in force at the date
of filing these Articles of Incorporation of the
Corporation in the office of the Secretary of
State of Ohio. The right to alter, amend, change
or repeal any clause or provision of these
Articles of Incorporation, in the manner now or
hereafter prescribed by law, is hereby reserved to
the Corporation; and all rights conferred on
11
<PAGE> 13
officers, Directors and shareholders herein are
granted subject to such reservation.
Executed this 15th day of August, 1986.
----
/s/ John L. Pogue
---------------------------
John L. Pogue, Incorporator
12
<PAGE> 14
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
684430
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS INC
----------------------------------------------------
------------------------------------------------------------------------ of:
SECOND BANCORP INCORPORATED
Recorded on Roll G122 at Frame 0896 of
UNITED STATES OF AMERICA the Records of Incorporation and
STATE OF OHIO Miscellaneous Filings.
OFFICE OF THE SECRETARY OF STATE
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 19TH DAY OF MARCH,
A.D. 1987.
[IMAGE] /s/ Sherrod Brown
SHERROD BROWN
Secretary of State
<PAGE> 15
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION OF
SECOND BANCORP INCORPORATED
---------------------------
Alan G. Brant, President, and John L. Pogue, Secretary of Second
Bancorp Incorporated, an Ohio corporation (the "Corporation") for profit with
its principal place of business in Warren, Ohio, do hereby certify that the
following resolution amending the Articles of Incorporation was duly adopted
and approved pursuant to Section 1701.69 and Section 1701.54 of the Ohio
Revised Code, by a unanimous written action of the sole shareholders of the
Corporation in lieu of a meeting with the same force and effect as if it had
been adopted at a duly convened meeting of the shareholders of the
Corporation:
RESOLVED: That Article FOURTH of the Articles of
Incorporation of Second Bancorp Incorporated be amended by
deleting the present Article FOURTH and substituting
therefor the following for the purpose of increasing the
number of authorized shares:
FOURTH: The maximum number of shares of capital shares
which this corporation is authorized to issue or to have
outstanding at any time shall be ten million (10,000,000)
shares, all of which shall be common shares. The shares
will have no par value stated. The Board of Directors of
the Corporation is hereby empowered to issue, from time to
time, shares of its stock, whether now or hereafter
authorized. No holders of any class of shares of the
Corporation shall have any pre-emptive rights to purchase
or to have offered to them for purchase any shares or
other securities of the Corporation.
IN WITNESS WHEREOF, the above named officers, acting for and on
behalf of the Corporation, have subscribed their names this 17th day of
March, 1987.
Second Bancorp Incorporated
By /s/ Alan G. Brant
----------------------------------
Alan G. Brant, President
By /s/ John L. Pogue
----------------------------------
John L. Pogue, Secretary
<PAGE> 16
THE STATE OF OHIO
BOB TAFT
Secretary of State
684430
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD INC
----------------------------------------------------
------------------------------------------------------------------------ of:
SECOND BANCORP INCORPORATED
Recorded on Roll H067 at Frame 0757 of
UNITED STATES OF AMERICA the Records of Incorporation and
STATE OF OHIO Miscellaneous Filings.
OFFICE OF THE SECRETARY OF STATE
WITNESS MY HAND AND THE SEAL OF THE
SECRETARY OF STATE, AT THE CITY OF
COLUMBUS, OHIO, THIS 14TH DAY OF JAN,
A.D. 1991.
[IMAGE] /s/ Bob Taft
BOB TAFT
Secretary of State
<PAGE> 17
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SECOND BANCORP, INCORPORATED
Alan G. Brant, President, and John L. Pogue, Secretary of Second
Bancorp, Incorporated, an Ohio Corporation (the "Corporation") for profit with
its principal place of business in Warren, Ohio do hereby certify that the
following resolutions amending the articles of incorporation was duly adopted
and approved pursuant to Section 1701.69 of the Ohio Revised Code at a special
meeting of the holders of the shares of a corporation entitling them to vote on
the proposal to amend the Articles of Incorporation as contained in the
following resolution, which was duly called for such purpose and held on the
30th day of October, 1990, at which meeting a quorum of such shareholders was
present in person and by proxy and that by the affirmative vote of the holders
of shares entitled under the Articles of Incorporation to exercise at least a
majority of the voting power of the corporation on such proposal, the following
resolution was adopted.
RESOLVED, that Article FOURTH of the Articles of Incorporation of Second
Bancorp, Incorporated be amended by deleting the present Article FOURTH and
substituting therefor the following:
FOURTH: The maximum number of shares of capital stock which this
Corporation is authorized to have issued or to have outstanding at
any time shall be thirteen million (13,000,000) shares, consisting
of ten million (10,000,000) shares of Common Stock, without par
value ("Common Shares"), one and one-half million (1,500,000)
shares of Class A Serial Preferred Stock, without par value
("Class A Serial Preferred Shares"), and one and one-half million
(1,500,000) shares of Class B Serial Preferred Stock, without par
value ("Class B Serial Preferred Shares"). The Board of Directors
of the Corporation is hereby empowered to issue, from time to time,
shares of its stock, whether now or hereafter authorized. No
holders of any class of shares of the Corporation shall have any
pre-emptive rights to purchase or to have offered to them for
purchase any shares or other securities of the Corporation.
(A) EXPRESS TERMS OF THE COMMON SHARES
The Common Shares shall be subject to the terms of the Class
A Serial Preferred Shares and the Class B Serial Preferred Shares
(collectively, the "Serial Preferred Shares") and the express terms
<PAGE> 18
of any series thereof. Each of the Common Shares shall be equal to
all other Common Shares and the holders thereof shall be entitled
to one vote for each share on all questions presented to the
shareholders.
(B) EXPRESS TERMS OF THE CLASS A SERIAL PREFERRED SHARES
Section 1. Series.
Class A Serial Preferred Shares may be issued from time to time
in one or more series. All Class A Serial Preferred Shares shall
be of equal rank and shall be identical, except in respect of matters
as may be fixed or changed by the Board of Directors as hereinafter
provided, and each share of each series shall be identical with all
other shares of such series, except as to the date from which
dividends are cumulative. All Class A Serial Preferred Shares shall
be of equal rank to all Class B Serial Preferred Shares with respect
to payment of dividends and payment upon liquidation, dissolution
or winding up of the Corporation, Subject to the provisions of this
paragraph (B), which provisions shall apply to all Class A Serial
Preferred Shares, the Board of Directors hereby is authorized to
adopt amendments to the Articles of Incorporation in respect of any
unissued or treasury shares of Class A Serial Preferred Shares and
thereby fix or change:.
(a) the division of such shares into series and the
designation and authorized number of shares of each
series;
(b) the dividend or distribution rate;
(c) the dates of payment of dividends or distributions and
the dates from which they are cumulative;
(d) sinking fund requirements;
(e) redemption rights and price;
(f) liquidation price;
(g) conversion rights; and
(h) restrictions on the issuance of shares of any class or
series.
In the event that the Ohio Revised Code is hereafter amended to grant
the directors of a corporation additional authority to establish the
express terms of any unissued or treasury shares, this paragraph (B)
shall be deemed to be amended to grant the Board of Directors of the
Corporation the authority to fix or change all such other express
terms of the Class A Serial Preferred Shares as from time to time
may be permitted by applicable law.
Section 2. Voting.
(a) The holders of Class A Serial Preferred Shares shall be
entitled to one vote for each Class A Serial Preferred Share held
by them upon all matters presented to the shareholders and, except
as required by law or the Articles of Incorporation of the
2
<PAGE> 19
Corporation, the holders of Class A Serial Preferred Shares, the
holders of Class B Serial Preferred Shares snd the holders of Common
Shares shall vote together as one class on all matters.
(b) During any period in which dividends on any Class A
Serial Preferred Shares are cumulatively in arrears in the amount
of six or more full quarterly dividends, the holders of each series
of the Class A Serial Preferred Shares, voting together as a class,
will have the right to elect two directors which two directorships
shall be in addition to that number of directors then determined as
constituting the number of members of the Board of Directors pursuant
to the Articles of incorporation of the Corporation.
(c) The approval of the holders of a majority of the
outstanding Class A Serial Preferred Shares of all series, voting
together as a class, shall be required in order to amend the Articles
of Incorporation of the Corporation to affect adversely the rights
of the holders of the Class A Serial Preferred Shares or to take any
action that would result in the creation of or an increase in the
number of authorized shares senior or superior with respect to
dividends or upon liquidation to the Class A Serial Preferred Shares.
Section 3. Dividends.
(a) The holders of Class A Serial Preferred Shares of each
series, in preference to the holders of Common Shares and of any
other class of shares ranking junior to the Class A Serial Preferred
shares, shall be entitied to receive dividends, when and as declared
by the Board of Directors, out of the assets of the Corporation which
are by law available for the payment of dividends. Such dividends
shall be payable quarterly at the rate per share per annum as shall
have been fixed by the Board of Directors pursuant to Section I of
this paragraph (B).
(b) Dividends on the Class A Serial Preferred Shares shall
be cumulative from and after the date or dates fixed by the Board
of Directors pursuant to Section I of this paragraph (B).
(c) All dividends declared on the Class A Serial Preferred
Shams for any dividend period and on the Class B Serial Preferred
Shares and any other class or series of shares ranking on a parity
with the Class A Serial Preferred Shares as to dividends shall be
declared pro rata so that the amounts of dividends per share declared
for such period on the Class A Serial Preferred Shares and on the
Class B Serial Preferred Shares and any other class or series of
shares ranking on a parity with the Class A Serial Preferred Shares
as to dividends that were outstanding during such period shall in
all cases bear to each other the same proportions that the respective
dividend rates of such shares for such period bear to each other.
(d) No dividends (other than a dividend payable in Common
Shares or other shares ranking junior to the Class A Serial Preferred
3
<PAGE> 20
Shares) or other distribution shall be paid or declared, in respect
of the Common Shares or any other shares ranking junior to the Class
A Serial Preferred Shares, nor shall any Common Shares or any other
shares ranking junior to the Class A Serial Preferred Shares be
purchased, or otherwise acquired by the Corporation, unless:
(i) all accrued and unpaid dividends on all series of
Class A Serial Preferred Shares, including the full dividends
for the current quarterly dividend period, shall have been
declared and paid or provision shall have been made for such
payment; and
(ii) there shall be no arrearages with respect to any
redemption or sinking fund obligations of the Corporation on
any series of Class A Serial Preferred Shares.
Section 4. Liquidation.
(a) In the event of a voluntary or involuntary dissolution,
liquidation, or winding up of the affairs of the Corporation, before
any payment shall be made to the holders of Common Shares or of any
other shares ranking junior to the Class A Serial Preferred Shares,
the holders of the Class A Serial Preferred Shares shall be entitled
to be paid from the assets available therefor the liquidation price
fixed by the Board of Directors pursuant to Section I of this
paragraph (B), and all accrued and unpaid dividends thereon. In the
event the net assets of the Corporation legally available therefor
are insufficient to permit the payment upon all outstanding Class
A Serial Preferred Shares of the full preferential amount to which
they are respectively entitled, then such remaining net assets shall
be distributed ratably upon outstanding Class A Serial Preferred
Shares in proportion to the full preferential amount to which each
such share is entitled.
(b) After payment to the holders of Class A Serial Preferred
Shares of the full preferential amounts as aforesaid, the holders
of Class A Serial Preferred Shares, as such, shall have no right or
claim to any of the remaining assets of the Corporation.
(c) The merger or consolidation of the Corporation into or
with any other corporation, the merger of any other corporation into
it, or the sale, lease or conveyance of all or substantially all the
property or business of the Corporation, shall not be deemed to be
a dissolution, liquidation or winding up for the purposes of this
Section 4.
C) EXPRESS TERMS OF THE CLASS B SERIAL PREFERRED SHARES
Section 1. Series.
Class B Serial Preferred Shares may be issued from time to am
in one or more series. AH Class B Serial Preferred Shares shall be
4
<PAGE> 21
of equal rank and shall be identical, except in respect of matters
as may be fixed or changed by the Board of Directors as hereinafter
provided, and each share of each series shall be identical with all
other shares of such series. All Class B Serial Preferred Shares
shall be of equal rank to all Class A Serial Preferred Shares with
respect to payment of dividends and payment upon liquidation,
dissolution or winding up of the Corporation. Subject to the
provisions of this paragraph (C), which provisions shall apply to
all Class B Serial Preferred Shares, the Board of Directors hereby
is authorized to adopt amendments to the Articles of Incorporation
in respect of any unissued or treasury shares of Class B Serial
Preferred Shares and thereby fix or change:
(a) the division of such shares into series and the
designation and authorized number of shares of each
series;
(b) the dividend or distribution rate;
(c) the dates of payment of dividends or distributions;
(d) sinking fund requirements;
(e) redemption rights and price;
(f) liquidation price;
(g) conversion rights; and
(h) restrictions on the issuance of shares of any class or
series.
In the event that the Ohio Revised Code is hereafter amended to grant
the directors of a corporation additional authority to establish the
express terms of any unissued or treasury shares, this paragraph (C)
shall be deemed to be amended to grant the Board of Directors of the
Corporation the authority to fix or change all such other express
terms of the Class B Serial Preferred Shares as from time to time
may be permitted by applicable law.
Section 2. Voting.
(a) The holders of Class B Serial Preferred Shares shall be
entitled to one vote for each Class B Serial Preferred Share held
by them upon all matters presented to the shareholders and, except
as required by law or the Articles of Incorporation of the
Corporation, the holders of Class B Serial Preferred Shares, the
holders of Class A Serial Preferred Shares and the holders of Common
Shares shall vote together as one class on all matters.
(b) The approval of the holders of a majority of the
outstanding Class B Serial Preferred Shares of all series, voting
5
<PAGE> 22
together as a class, shall be required in order to amend the Articles
of Incorporation of the Corporation to affect adversely the rights
of the holders of the Class B Serial Preferred Shares or to take any
action that would result in the creation of or an increase in the
number of authorized shares senior or superior with respect to
dividends or upon liquidation to the Class B Serial Preferred Shares.
Section 3. Dividends.
(a) The holders of Class B Serial Preferred Shares of each
series, in preference to the holders of Common Shares snd of any
other class of shares ranking junior to the Class B Serial Preferred
Shares, shall be entitled to receive dividends, when and as declared
by the Board of Directors, out of the assets of the Corporation which
are by law available for the payment of dividends. Such dividends
shall be payable quarterly at the rate per share per annum as shall
have been fixed by the Board of Directors pursuant to Section 1 of
this paragraph (C).
(b) Dividends on the Class B Serial Preferred Shares shall
not be cumulative.
(c) All dividends declared on the Class B Serial Preferred
Shares for any dividend period and on the Class A Serial Preferred
Shares and any other class or series of shares ranking on a parity
with the Class B Serial Preferred Shares as to dividends shall be
declared pro rata so that the amounts of dividends per share declared
for such period on the Class B Serial Preferred Shares and on the
Class A Serial Preferred Shares and any other class or series of
shares ranking on a parity with the Class B Serial Preferred Shares
as to dividends that were outstanding during such period shall in
all cases bear to each other the same proportions that the respective
dividend rates of such shares for such period bear to each other.
(d) No dividends (other than a dividend payable in Common
Shares or other shares ranking junior to the Class B Serial Preferred
Shares) or other distribution shall be paid or declared, in respect
of Common Shares or any other shares ranking junior to the Class B
Serial Preferred Shares, nor shall any Common Shares or any other
shares junior to the Class B Serial Preferred Shares be purchased,
retired or otherwise by the Corporation, unless:
(i) the full dividends on all series of Class B Serial
Preferred Shares for the current quarterly dividend period,
shall have been declared and paid or provision shall have been
made for such payment;
(ii) the full dividends on all series of Class B Serial
Preferred Shares for each of the four consecutive,
immediately quarterly dividend periods shall have been declared
and paid on the dates fixed for such payment by the Board of
Directors or provision shall have been made for such payments;
6
<PAGE> 23
and
(iii) there shall be no arrearages with respect to any
redemption or sinking fund obligations of the
Corporation on any series on Class B Serial Shares.
Section 4. Liquidation.
(a) In the event of a voluntary or involuntary dissolution,
liquidation, or winding up of the affairs of the Corporation,
before any payment shall be made to the holders of Common Shares
or of any other shares ranking junior to the Class B Serial
Preferred Shares, the holders of the Class B Serial Preferred
Shares shall be entitled to be paid from the assets available,
therefor the liquidation price fixed by the Board of Directors
pursuant to Section 1 of this paragraph (C), and all current
dividends payable thereon. In the event the net assets of the
Corporation legally available therefor are insufficient to permit
the payment upon all outstanding Class B Serial Preferred Shares
of the full preferential amount to which they are respectively
entitled, then such re net assets shall be distributed ratably
upon outstanding Class B Serial Preferred Shares in proportion
to the full preferential amount to which each such share is
entitled.
(b) After payment to the holders of Class B Serial Preferred
Shares of the full preferential amounts as aforesaid, the holders
of Class B Serial Preferred Shares, as such, shall have no right or
claim to any of the re g assets of the Corporation.
(c) The merger or consolidation of the Corporation into or
with any other corporation, the merger of any other corporation
into it, or the sale, lease or conveyance of all or substantially
all the property or business of the Corporation, shall not be
deemed to be a dissolution, liquidation or winding up for the
purposes of this Section 4.
IN WITNESS WHEREOF, the above-named officers, acting before and on
behalf of the corporation, have subscribed their names this 7TH day of
January, 1991.
SECOND BANCORP, INCORPORATED
By /s/ Alan G. Brant
-----------------------------------
Alan G. Brant, President
By /s/ John L. Pogue
-----------------------------------
John L. Pogue, Secretary
7
<PAGE> 24
SECOND BANCORP, INCORPORATED
REGULATIONS
ARTICLE I
---------
OFFICES
-------
SECTION 1. The registered office of the Corporation shall be
in the City of Warren, County of Trumbull, State of Ohio.
SECTION 2. The Corporation may also have offices at such other
places both within and without the State of Ohio as the Board of
Directors may from time to time determine or the business of the Corpora-
tion may require.
ARTICLE II
----------
MEETINGS OF SHAREHOLDERS
------------------------
SECTION 1. All meetings of the shareholders for the election
of Directors shall be held either at the principal office of the Corpora-
tion or at such other place either within or without the State of Ohio as
shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of shareholders for any
other purpose may be held at such time and place within or without the
State of Ohio, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
SECTION 2. Annual meeting of shareholders shall be held at
2:3O p.m. on the second Tuesday in May in each year if not a legal
holiday, and if a legal holiday, then on the next day not a legal holi-
day, or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting,
which date shall be within thirteen months subsequent to the later of the
date of incorporation or the last annual meeting of shareholders, at
which they shall elect by a pluralitv vote a Board of Directors, and
transact such other business as may properly be brought before the
meeting.
SECTION 3. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairman of the Board and
Page 1 of the Regulations of
Second Bancorp, Incorporated
/s/ John L. Pogue
------------------------------------
Secretary
<PAGE> 25
shall be called by the Chairman of the Board or Secretary at the request
in writing of a majority of the Board of Directors, or at the request in
writing of shareholders owning at least 25% of the outstanding voting
share of the Company. Such request shall state the purpose or purposes
of the proposed meeting.
SECTION 4. Written notice of the annual and any special
meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be given not less than
ten nor more than sixty days before the date of the meeting, to each
shareholder entitled to vots at such meeting.
SECTION 5. The holders of not less than a majority of the
share issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings
of the shareholders for the transaction of business except as otherwisa
provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in
person or represented by proxy, by majority vote shall have power to
adjourn the meeting from time to time.
SECTION 6. When a quorum is present at any meeting, the vote
of the holders of a majority of the share having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which, by express provision
of the statutes or of the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and control
the decision of such question.
SECTION 7. Unless otherwise provided in Articles of Incorpora-
tion, or by statute, each shareholder shall at every meeting of che
shareholders be entitled to one vote in person or by proxy for each share
of the capital shares having voting power held by such shareholder.
SECTION 8. If a record date shall not be fixed pursuant to
statutory authority, the record date for the determination of share-
holders who are entitled to notice of, or who are entitled to vote at, a
meeting of the shareholders, shall be the close of business on the date
next preceding the day on which notice is given, or the close of business
on the date next preceding the day on which the meeting is held, as the
case may be.
SECTION 9. Inspectors of Election may be appointed to act at
any meeting of shareholders in accordance with statute. At any meeting
Page 2 of the Regulations of
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/s/ John L. Pogue
----------------------------------
Secretary
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<PAGE> 26
of shareholders, an alphabetically arranged list, or classified lists, of
the shareholders of record as of the applicable record date who are
entitled to vote, showing their respective addresses and the number and
classes of shares held by each, shall be produced on the request of any
shareholder.
ARTICLE III
-----------
DIRECTORS
---------
SECTION 1. The number of Directors which shall constitute the
whole board may be fixed or changed at a meeting of the shareholders
called for the purpose of electing directors at which a quorum is
present, by the affirmative vote of the holders of 75% of the shares
represented at the meeting and entitled to vote on such proposal. In
addition to such authority given to the shareholders to fix or change the
number of Directors, a majority of the Directors then in office whether
or not constituting a quorum, may increase or decrease the number of
Directors by not more than two in any one year, provided that no decrease
in the number of Directors shall of itself have the effect of shortening
the term of any incumbent Director. The Directors shall be elected at
the annual meeting of the shareholders at which their term expires, or if
not so elected, at a special meeting of the shareholders called for that
purpose, and each director elected shall hold office until his successor
is elected and qualified. Directors need not be shareholders. Vacancies
in the office of any Director due to death, resignation, removal or other
cause, and newly-created directorships resulting from any increase in the
authorized number of Directors, may be filled by a majority of the
Directors then in office, whether or not constituting a quorum, or by a
sole remaining Director, and the Directors so chosen shall hold office
until the next annual election of Directors at which the term of the
Directors in their class shall expire, and until their successors are
duly elected and qualified.
SECTION 2. The business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corpora-
tion and do all such lawful acts and things as are not by any provision
of the statutes or by the Articles of Incorporation or by these Regula-
tions directed or required to be exercised or done by the shareholders.
SECTION 3. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Ohio, and regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be
determined by the Board.
Page 3 of the Regulations of
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/s/ John L. Pogue
-------------------------------
Secretary
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<PAGE> 27
SECTION 4. Special meetings of the Board may be called by the
Chairman of the Board on twenty-four hours' notice to each Director,
either personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or the Secretary in like manner and
on like notice on the written request of three Directors.
SECTION 5. At all meetings of the Board of Directors, a
majority of the total number of the whole Board shall constitute a quorum
for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically
provided herein, by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 6. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting, if all
members of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board.
SECTION 7. The Directors may from time to time create a
committee or committees of Directors to act in the intervals between
meetings of the Directors and may delegate to such committee or
committees any of the authority of the Directors other than that of
filling vacancies among the Directors or in any committee of the
Directors. No committee shall consist of less than three Directors. The
Directors may appoint one or more Directors as alternate members of any
such committee, who may take the place of any absent member or members at
any meeting of such committee.
In particular, the Directors may create and define the powers
and duties of an Executive Committee. Except as above provided and
except to the extent that its powers are limited by the Directors, the
Executive Committee during the intervals between meetings of the
Directors shall possess and may exercise, subject to the control and
direction of the Directors, all of the powers of the Directors in the
management and control of the business of the Corporation, regardless of
whether such powers are specifically conferred by these Regulations. All
action taken by the Executive Committee shall be reported to the
Directors at their first meeting thereafter.
Unless otherwise ordered by the Directors, a majority of che
members of any committee appointed by the Directors pursuant to this
section shall constitute a quorum at any meeting thereof, and the act of
Page 4 of the Regulations of
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/s/ John L. Pogue
--------------------------------
Secretary
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<PAGE> 28
a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Action may be taken by any
such committee without a meeting by a writing or writings signed by all
of its members. Any such committee shall prescribe its own rules for
calling and holding meetings and its method of procedure, subject to any
rules prescribed by the Directors, and shall keep a written record of all
action taken by it.
ARTICLE IV
----------
NOTICES
-------
SECTION 1. Whenever, under the provisions of the statutes or
of the Articles of Incorporation or of these Regulations, notice is
required to be given to any Director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such Director or shareholder, at his
address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Notices to
Directors may also be given by telegram.
SECTION 2. Whenever any notice is required to be given under
the provisions of the statutes or of the Articles of Incorporation or of
these Regulations, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
---------
OFFICERS
--------
SECTION 1. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, a President,
a Vice-President, a Secretary and a Treasurer. The Board of Directors
may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held
by the same person.
SECTION 2. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board
of Directors, provided, however, that a failure to elect officers shall
not dissolve or otherwise affect the Corporation.
Page 5 of the Regulations of
Second Bancorp, Incorporated
/s/ John L. Pogue
------------------------------------
Secretary
-5-
<PAGE> 29
SECTION 3. The officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to
their respective offices or as may be specified from time to time by the
Directors regardless of whether such authority and duties are customarily
incident to such office.
ARTICLE VI
----------
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
SECTION 1. The Corporation shall indemnify, to the full extent
then permitted by law, any person who was or is a party or is threatened
to be made a party to any threatened pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, trustee, officer, employee or agent of another
corporation, domestic or foreign, non-profit or for profit, partnership,
joint venture, trust or other enterprise; provided, however, that the
Corporation shall indemnify any such agent (as opposed to any Director,
officer or employee) of this Corporation to an extent greater than that
required by law only if and to the extent that the Directors may, in
their discretion, so determine. The indemnification provided hereby
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any law, the articles of
incorporation or any agreement, vote of shareholders or of disinterested
Directors or otherwise, both as to action in official capacities and as
to action in another capacity while he is a Director, officer, employee
or agent of the Corporation, and shall continue as to a person who has
ceased to be a Director, trustee, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
SECTION 2. The Corporation may, to the full extent then
permitted by law and authorized by the Directors, purchase and maintain
insurance on behalf of any persons described in Section 1 of this Article
VI against any liability asserted against and incurred by any such person
in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify such person against
such liability.
ARTICLE VII
-----------
GENERAL PROVISIONS
------------------
SECTION 1. Dividends upon the capital shares of the
Corporation, subject to the provisions of the Articles of Incorporation,
Page 6 of the Regulations of
Second Bancorp, Incorporated
/s/ John L. Pogue
---------------------------------
Secretary
-6-
<PAGE> 30
if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of capital shares, subject to the provisions of
the Articles of Incorporation.
SECTION 2. The Board of Directors shall present at each annual
meeting, and at any special meeting of the shareholders when called for
by vote of the shareholders, a full and clear statement of the business
and condition of the Corporation.
SECTION 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
SECTION 4. The fiscal year of the Corporation shall be
December 31st.
SECTION 5. The Directors shall have authority to make such
rules and regulations as they deem expedient concerning the issuance,
transfer and registration of certificates for shares and the shares
represented thereby and may appoint transfer agents and registrars
thereof.
SECTION 6. Any person claiming a certificate for shares to
have been lost, stolen or destroyed shall make an affidavit or affirma-
tion of that fact, shall give the Corporation and its registrar or
registrars and its transfer agent or agents a bond of indemnity satis-
factory to the Directors or to the Executive Committee or to the
President or a Vice President and the Secretary or the Treasurer, and, if
required by the Directors or the Executive Committee or such officers,
shall advertise the same in such manner as may be required, whereupon a
new certificate may be executed and delivered of the same tenor and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.
SECTION 7. Unless otherwise ordered by the Directors, any
officer or assistant officer of the Corporation in person or by proxy or
proxies appointed by him shall have full power and authority on behalf of
the Corporation to vote, act and consent with respect to any shares
issued by other corporations which the Corporation may own.
SECTION 8. In case any provision of these Regulations shall be
inconsistent with the Articles, the Articles shall govern.
Page 7 of the Regulations of
Second Bancorp, Incorporated
/s/ John L. Pogue
------------------------------
Secretary
-7-
<PAGE> 31
SECTION 9. These Regulations, other than Article III, Section
1, Article VI, Article VII, Section 8 and this Section 9, each of which
may be amended only by the affirmative vote or the written consent of the
shareholders of record entitled to exercise 75% of the voting power of
all shares entitled to vote on such proposal, may be amended by the
affirmative vote or the written consent of the shareholders of record
entitled to exercise a majority of the voting power on such proposal,
provided, however, that if an amendment is adopted by written consent
without a meeting of the shareholders, the Secretary shall mail a copy of
such amendment to each shareholder of record who would have been entitled
to vote thereon and did not participate in the adoption thereof.
These regulations adopted by the Corporation on the 6th day of
October, 1986.
SECOND BANCORP INCORPORATED
By /s/ Alan G. Brandt
-------------------------------
President
Attest /s/ John L. Pogue
---------------------------
Secretary
Page 8 of the Regulations of
Second Bancorp, Incorporated
/s/ John L. Pogue
--------------------------------
Secretary
-8-
<PAGE> 1
Exhibit 4.1
[SECOND BANCORP, INC. LOGO]
SECOND BANCORP, INC.
A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF OHIO
THIS CERTIFIES THAT SPECIMEN
-----------------------------------------------------------
IS THE OWNER OF ************* NO ************ SHARES OF THE COMMOND STOCK OF
---------------------------------
SECOND BANCORP, INCORPORATED
HEREINAFTER CALLED THE "CORPORATION," TRANSFERABLE ONLY ON THE BOOKS OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON
THE SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THE AMOUNT OF THE COMMON STOCK IS SET FORTH ON THE BOOKS OF THE CORPORATION.
THE PAR VALUE AND DESCRIPTION OF THE SHARES OF COMMON STOCK IS SET FORTH IN THE
ARTICLES OF INCORPORATION OF THE CORPORATION AND THE AMENDMENTS THERETO, WHICH
ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. EVERY REGISTERED OWNER
AND EACH ASSIGNEE OR OTHER HOLDER HEREOF BY ACCEPTANCE HEREOF AGREE AND ASSENT
TO THE PROVISIONS OF SUCH ARTICLES OF INCORPORATION AND THE AMENDMENTS THERETO,
AND AGREE TO BE BOUND THEREBY.
IN WITNESS WHEREOF, THE CORPORATION HAS CAUSED THIS CERTIFICATE TO BE SIGNED
BY ITS DULY AUTHORIZED OFFICERS AND ITS SEAL TO BE HEREUNTO AFFIXED.
DATED _______________ 19 ____
/s/ /s/
-------------------------------------- ------------------------------------
VICE PRESIDENT PRESIDENT
--------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ______Custodian_______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to
of survivorship and not as Minors/Act ___________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
"Corporation will furnish, without charge, to each shareholder who so requests,
a statement of the rights, priviliges, restrictions, voting powers, limitations
and qualifications of the stock of the Corporation. Requests may be directed to
the Corporation at 108 Main Street S.W., Warren, Ohio 44481."
ASSIGNMENT
FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers into
________________________________________________________________________________
(Please print or typewrite name and address of Assignee)
________________________________________________________________________________
________________________________________________________________________________
(Social Security or Taxpayer identification or Number of Assignee)
of common stock represented by the within Certificate and do hereby irrevocably
constitute and appoint ____________________________________, attorney in fact,
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_________________________________, 19_______
_______________________
(Signature)
In the presence of__________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration or enlargement or any charge whatever.
<PAGE> 1
Exhibit 4.2
ENROLLMENT CARD
SECOND BANCORP DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
Completion and return of this Enrollment Card authorizes your enrollment in
the Second Bancorp Dividend Reinvestment and Common Stock Purchase Plan as you
indicate below:
A. DIVIDEND REINVESTMENT
__ I wish to be a participant in the Plan and hereby appoint Mellon Security
Transfer Company, as my agent to apply all cash dividends payable to me on
all shares of Common Stock now or subsequently registered in my name,
together with any optional cash payments, to the purchase of whole and
fractional shares of Common Stock of Second Bancorp.
B. OPTIONAL CASH PURCHASES ONLY
__ I wish to participate in the optional cash feature of the Plan by investing
cash from time to time. I hereby appoint Mellon Security Transfer Company,
as my agent to apply all cash received from me to the purchase of whole and
fractional shares of Common Stock of Second Bancorp. Each optional cash
payment must be at least $50.00, and such purchases cannot exceed a total of
$5,000.00 in any one quarter.
I understand that, in accordance with the terms of the Plan, cash dividends
on all of the shares credited to my account under the Plan will be reinvested
in accordance with the Plan and that I may terminate this authorization and
appointment by notifying Mellon Security Transfer Company, in writing.
(Please sign on the other side of this card.)
RETURN TO: MELLON SECURITY TRANSFER COMPANY
DIVIDEND REINVESTMENT DEPARTMENT
P.O. BOX 750
PITTSBURGH, PA 15230
ATTN.: SECOND BANCORP
Dividend Reinvestment and Stock Purchase Plan
___/___/____
Mo. Day Year
Sign here exactly as name appears at left.
________________________________________
________________________________________
In case of joint owners, all joint owners
must sign.
IF THE ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE RETURNING.
<PAGE> 1
Exhibit 5.1
[HOPPE, FREY, HEWITT & MILLIGAN LETTERHEAD]
August 11, 1995
Second Bancorp, Inc.
108 Main Avenue, S.W.
Warren, Ohio 44481
RE: Second Bancorp, Inc.
Dividend Reinvestment and
Common Stock Purchase Plan
Registration Statement No. 33-42261 on Form S-3
Post Effective Amendment No. 1
Gentlemen:
We have acted as your counsel in connection with the adoption of a
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") pursuant to
which the Corporation will issue up to 90,224 shares of its Common Stock, no
par value (the "Common Shares").
We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion, and based thereupon, we are
of the opinion that the Common Shares, upon their issuance in accordance with
the terms of the Plan, will be duly authorized, validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
Post Effective Amendment No. 1 to the Form S-3 Registration Statement No.
33-42261 filed by the Corporation under the Securities Act of 1933, as amended,
and to the reference to us under the caption "Legal Matters" in the prospectus
comprising a part of such Registration Statement.
Very truly yours,
HOPPE, FREY, HEWITT & MILLIGAN
Michael G. Marando, Partner
MGM:jdw 808
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
33-42261) pertaining to the Dividend Reinvestment and Common Stock Purchase
Plan and related Prospectus of Second Bancorp, Inc. for the Registration of
52,537 shares of its common stock, and to the incorporation by reference
therein of our report dated January 26, 1995, with respect to the consolidated
financial statements and schedules of Second Bancorp, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1994.
Ernst & Young LLP
-------------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
August 18, 1995
<PAGE> 1
POWER OF ATTORNEY
SECOND BANCORP, INCORPORATED
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John L. Pogue and Michael G. Marando and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign one or more Registration
Statements pursuant to the Securities Act of 1933, as amended, with respect to
the registration of shares of Second Bancorp, Incorporated's Common Stock to be
issued from time to time pursuant to Second Bancorp, Incorporated's Dividend
Reinvestment and Common Stock Purchase Plan and any and all amendments
(including post-effective amendments) thereto, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent and each of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
WITNESS the due execution hereof by the following persons in the capacities
indicated on this 24th day of August, 1995.
/s/ Alan G. Brandt /s/ John A. Anderson
--------------------------------- -----------------------------------
Alan G. Brant, Director and John A. Anderson, Director
Principal Executive Officer
/s/ R. J. Wean /s/ Norman C. Harbert
--------------------------------- -----------------------------------
R. J. Wean, III, Director Norman C. Harbert, Director
/s/ J. C. Gibson /s/ Robert J. Webster
--------------------------------- -----------------------------------
J. C. Gibson, Director Robert J. Webster, Director
/s/ John L. Pogue
---------------------------------
John L. Pogue, Director
