<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NSD BANCORP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62938D108
(CUSIP Number)
M. PATRICIA OLIVER, ESQ.
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
(216) 479-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 1, 1998
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 62938D108 Page 2 of 9 Pages
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<C> <S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citizens Bancshares, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a)
OF A GROUP* (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
<C> <S> <C> <C>
7 SOLE VOTING POWER
NUMBER OF 262,066 shares of common stock, as of July 1, 1998
SHARES
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
9 SOLE DISPOSITIVE POWER
262,066 shares of common stock, as of July 1, 1998
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,066 shares of common stock, as of July 1, 1998
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.13%
14 TYPE OF REPORTING PERSON*
HC
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
SCHEDULE 13D
CUSIP No. 62938D108 Page 3 of 9 Pages
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Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is the common stock, par value $1.00 per share (the "Common
Stock"), of NSD Bancorp, Inc., a Pennsylvania corporation (the "Issuer"). The
address of the Company's principal executive office is 100 Federal Street,
Pittsburgh, Pennsylvania 15212- 5711.
Item 2. Identity and Background
This statement is being filed by Citizens Bancshares, Inc., an
Ohio corporation registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended ("Bancshares"). The principal business offices
of Bancshares are located at 10 East Main Street, P.O. Box 247, Salineville,
Ohio 43945. As of the date hereof, Bancshares' primary business is commercial
and retail banking. Bancshares is a holding company for three wholly owned
subsidiary banks, a wholly owned reinsurance company and a wholly owned courier
company. The names of the directors and executive officers of Bancshares and
their respective business addresses, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations and other organizations in which such employment
is conducted, are set forth on Schedule I hereto, which Schedule is incorporated
herein by reference.
Neither Bancshares, nor, to the best of its knowledge, any of the
persons listed in Schedule I hereto has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither Bancshares nor, to the best of its knowledge, any of the
persons listed in Schedule I hereto has during the last five years been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates to Bancshares' July 1, 1998 purchase of
132,899 shares of the Issuer's outstanding Common Stock for a purchase price of
$34.76 per share. Bancshares utilized working capital in effectuating the
purchase of Issuer's Common Stock. The July 1, 1998 purchase increased
Bancshares' beneficial ownership of the Issuer's outstanding Common Stock from
4.99% to 10.13%, thus triggering this reporting requirement.
Item 4. Purpose of Transaction
The Common Stock beneficially owned by Bancshares was acquired by
Bancshares for investment purposes.
On May 4, 1998, Bancshares, National City Bank and Polly B.
Lechner, as Trustees (the "Trustees") under Trust Agreement dated December 10,
1986, established by Carl Brandt, as grantor ("Seller"), Pennsylvania State
University, Polly B. Lechner, an individual, and Betsy B. Brandt, an individual,
entered into the Stock Purchase Agreement attached hereto as Exhibit 99(a)(i)
("Stock Purchase Agreement") pursuant to which (i) Seller agreed to sell 262,066
shares of the Issuer's outstanding Common Stock and (ii) Bancshares agreed to
buy such shares for a purchase price of $34.76 per share, or an aggregate of
$9,109,414.16 (the "Purchase Price"). The purchase and sale took place in two
installments: 129,167 shares or approximately 4.99% of the issued and
outstanding shares of the Issuer were purchased and sold on May 4, 1998 and the
remaining 132,899 shares were purchased and sold on July 1, 1998.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 62938D108 Page 4 of 9 Pages
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Other than as set forth in this Item 4 and in the Stock Purchase
Agreement, Bancshares has no present plans or proposals relating to or which
would result in
a. any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
b. any sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
c. any change in the present board of directors or management
of the Issuer, including a change in the number or term of
directors, or the filling of any existing vacancies on the
board;
d. any material change in the present capitalization or
dividend policy of the Issuer;
e. any other material change in the Issuer's business or
corporate structure;
f. changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
g. causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
or a registered national securities association;
h. a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities and Exchange Act of 1934; or
i. any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
Excluding the transactions contemplated by the Stock Purchase
Agreement, Bancshares did not beneficially own, for purposes of Rule 13d-3 under
the Exchange Act, any shares of the Issuer's Common Stock and, during the sixty
days prior to the date of the binding option, Bancshares did not effect any
transactions in shares of the Issuer's Common Stock. As disclosed by such
persons to Bancshares, as of July 1, 1998, none of the executive officers or
directors of Bancshares beneficially owned any shares of the Issuer's Common
Stock nor, during the sixty days prior to the date of the binding option, did
any such executive officer or director effect any transactions in shares of the
Issuer's Common Stock.
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SCHEDULE 13D
CUSIP No. 62938D108 Page 5 of 9 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
See Item 4 of this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
The following documents are filed herewith as exhibits to this
statement:
(a) Form of Stock Purchase Agreement, dated as of July 1, 1998,
by and between Bancshares, National City Bank and Polly B.
Lechner, as Trustees under Trust Agreement dated December
10, 1986, established by Carl Brandt, as grantor,
Pennsylvania State University, Polly B. Lechner, an
individual, and Betsy B. Brandt, an individual.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
CITIZENS BANCSHARES, INC.
By: /s/ Marty E. Adams
------------------
Marty E. Adams
President and Chief Executive Officer
Date: July ___, 1998
<PAGE> 6
SCHEDULE 13D
CUSIP No. 62938D108 Page 6 of 9 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CITIZENS BANCSHARES, INC.
The names, business addresses and present principal occupations of the
directors and executive officers of Citizens Bancshares, Inc. are set forth
below. If no business address is given, the director's or executive officer's
business address is 10 East Main Street, P.O. Box 247, Salineville, Ohio 43945.
The business address of each of the directors of Citizens Bancshares, Inc. is
also the business address of such director's employer, if any. Directors of
Citizens Bancshares, Inc. are identified by an asterisk. Unless otherwise
indicated, all directors and officers listed below are citizens of the United
States.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT AND ADDRESS
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<S> <C>
*Marty E. Adams Vice Chairman of the Board, President, and Chief Executive
Officer of Bancshares and the Citizens Banking Company
("Citizens"), director and Chairman of the Board of First
National Bank of Chester ("FNB")
*Keith D. Burgett, D.V.M. Veterinarian, owner of Carrollton Animal Hospital, and owner of
Burgett Angus Farm. Address: 1246 Antiqua Road S.W., Carrollton,
OH 44615
*Willard L. Davis President of SPM Fleet Services, Inc., Vice President of State
Park Motors, Inc., and co-owner of Cardinal Motors, Inc.
Address: 759 County Hwy 59, Richmond, OH 43944
*Del Goedeker Retired. Address: 200 Geneva Drive, Aliquippa, PA 15001
*Charles I. Homan Director, President and Chief Executive Officer of Michael Baker
Corporation. Address: 130 Glenfield Drive, Beaver, PA 15009
*Fred H. Johnson Retired. Address: Box 61, Summitville, OH 43962
*Fred H. Johnson III Corporate Secretary of Bancshares and Citizens, Director and
President of Summitcrest, Inc. Address: Box 5, Summitville, OH
43962
*H. Lee Kinney Senior Vice President, Community and Customer Relations of The
Citizens Banking Company. Address: 127 South Fourth Street,
Steubenville, OH 43952
*Gerard P. Mastroianni President of Buckeye Village Market, Inc. and President of
Alliance Ventures. Address: 1800 West State Street, Alliance, OH
44601
*James C. McBane Chairman of the Board of Bancshares and Citizens, Director of
FNB, and Principal and Chief Executive Officer of McBane
Insurance Agency, Inc. Address: School Street - Box 340,
Bergholz, OH 43908
*Kenneth E. McConnell Owner and operator of McConnell's Farm and a Partner in
McConnell's Farm Market. Address: 2189 State Route 43, Richmond,
OH 43944
</TABLE>
<PAGE> 7
SCHEDULE 13D
CUSIP No. 62938D108 Page 7 of 9 Pages
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<TABLE>
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*Elden L. Surbey Retired. Address: 6149 Brinker S.W., Navarre, OH 44662
*Glenn F. Thorne President and Chief Executive Officer of Thorne Management,
Inc., Manager of Bias Realty, Ltd., and General Partner of CPW
Properties, Ltd. Address: 1327 Highland Avenue, Salem, OH 44460
*Joseph N. Tosh II President and Chief Executive Officer of Century National Bank &
Trust Company. Address: One Century Place, Rochester, PA
15074-9901
Frank J. Koch Executive Vice President, Citizens. Address: 10 East Main
Street, Salineville, OH 43945
Lawrence P. Crow Senior Vice President and Branch Administrator, Citizens.
Address: 10 East Main Street, Salineville, OH 43945
Thomas G. Leek Senior Vice President, Bank Operations, Citizens. Address: 10
East Main Street, Salineville, OH 43945
Patrick A. Sebastiano Senior Vice President and Trust Officer of FNB. Address: 80
Boardman- Poland Road, Boardman, OH 44512
William L. White III Senior Vice President and Chief Financial Officer, Citizens.
Address: 10 East Main Street, Salineville, OH 43945
Jayson M. Zatta Senior Vice President and Manager, Commercial Banking
Department, Citizens. Address: 10 East Main Street, Salineville,
OH 43945
</TABLE>
<PAGE> 8
SCHEDULE 13D
CUSIP No. 62938D108 Page 8 of 9 Pages
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EXHIBIT INDEX
Exhibit
-------
99.1 Form of Stock Purchase Agreement, dated as of July 1, 1998, by
and between Bancshares, National City Bank and Polly B. Lechner, as Trustees
under Trust Agreement dated December 10, 1986, established by Carl Brandt, as
grantor, Pennsylvania State University, Polly B. Lechner, an individual, and
Betsy B. Brandt, an individual.
<PAGE> 1
Exhibit 99.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this ____ day of _______________, 1998, by and between NATIONAL CITY BANK
and POLLY B. LECHNER, as Trustees (the "Trustees") under Trust Agreement dated
December 10, 1986, as amended and restated and as further amended (the "Trust
Agreement"), established by Carl Brandt, as grantor ("Seller"), PENNSYLVANIA
STATE UNIVERSITY (the "University"), POLLY B. LECHNER, an individual, and BETSY
B. BRANDT, an individual, and CITIZENS BANCSHARES, INC., an Ohio corporation
which is a bank holding company registered under the Bank Holding Company Act of
1956, as amended ("Buyer").
WITNESSETH:
WHEREAS, Seller owns 262,066 shares of common stock (the "Shares") of
NSD Bancorp, Inc., a Pennsylvania corporation (the "Company"); and
WHEREAS, under the Trust Agreement, the Trustees are directed to
distribute to the University 45,000 of the Shares; and
WHEREAS, Polly B. Lechner and Betsy B. Brandt are the sole residuary
beneficiaries under the Trust Agreement; and
WHEREAS, Seller desires to sell the Shares to Buyer and Buyer desires
to acquire the Shares from Seller; and
NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. SALE AND PURCHASE OF SHARES. Upon the terms and subject to the
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller,
the Shares. The purchase and sale shall take place in two installments: 129,167
shares of approximately 4.99% of the issued and outstanding shares of the
Company, shall be purchased and sold upon the execution and delivery of this
agreement (the "Initial Shares"). The remaining 132,899 shares shall be
purchased and sold at the Closing (as hereinafter defined) (the "Remaining
Shares"). Upon the execution and delivery of this Agreement, Seller shall
deliver to Buyer one or more certificates representing the Initial Shares,
together with stock powers duly endorsed for transfer. At the Closing, Seller
shall deliver to Buyer one or more certificates representing the Remaining
Shares, together with stock powers duly endorsed for transfer.
2. CONSIDERATION. The consideration payable for the Shares shall be
$34.76 per share, or an aggregate of $9,109,414.16 (the "Purchase Price"). Upon
the execution and delivery of this Agreement, Buyer shall deliver $4,489,844.92
of the Purchase Price for the Initial Shares by wire transfer of immediately
available funds. At the Closing Buyer shall deliver the balance of the
<PAGE> 2
Purchase Price, or $4,619,569.24, to Seller by wire transfer of immediately
available funds pursuant to wire instructions delivered to Buyer by Seller at
least one business day prior to the date of the Closing.
3. CLOSING. The Closing with respect to the transactions provided for
in this Agreement (the "Closing") shall take place no later than three business
days following satisfaction of the conditions set forth in Section 6. Buyer
agrees to file the required notice for approval of the transaction contemplated
by this Agreement with all requisite regulatory bodies within ten (10) business
days after the execution and delivery of this Agreement.
4. REPRESENTATIONS OF SELLER. Seller represents and warrants to Buyer
as follows:
a. Seller has full right, power and authority under the Trust
Agreement to execute, deliver and perform its obligations under this Agreement.
This Agreement has been duly executed by Seller and is a valid, legally binding
and enforceable obligation of Seller.
b. The execution, delivery and performance of this Agreement by
Seller and the consummation of the transactions contemplated hereby do not (i)
require the consent, approval or authorization of any person, corporation,
partnership, joint venture or other business association or public authority; or
(ii) conflict with or result in a breach or termination of any provision of, or
constitute a default under, or result in the creation of any lien upon any of
the parties or assets of Seller pursuant to any indenture, deed of trust, lease,
contract, agreement or other instrument, or any order, judgment, award, decree,
statute, ordinance, regulation, or any other restriction of any kind or
character, to which Seller is a party, or by which Seller or any of its assets
or properties may be bound.
c. Seller owns the Shares, free and clear of any and all liens,
charges and encumbrances, except for the rights of the University and Polly B.
Lechner and Betsy B. Brandt under the Trust Agreement.
d. With the exception of Berwind Financial L.P., Seller has engaged
no broker, investment banker or agent with respect to the sale of the Shares.
Seller will indemnify and hold harmless Buyer from and against any costs and
fees of any such broker, investment broker or agent engaged or claiming to be
engaged by Seller.
5. Representations of Buyer. Buyer represents and warrants to Seller as
follows:
a. Subject to the approval of the Federal Reserve Board and the
Pennsylvania Department of Banking, Buyer has full right, power and authority to
execute, deliver and perform its obligations under this Agreement. This
Agreement has been duly executed by Buyer and is a valid, legally binding and
enforceable obligation of Buyer.
b. The execution, delivery and performance of this Agreement by
Buyer and the consummation of the transactions contemplated hereby have been
authorized by all necessary corporate action by Buyer and do not (i) require the
consent, approval or authorization of any
<PAGE> 3
person, corporation, partnership, joint venture or other business association or
public authority (except for approval by the Federal Reserve Board); or (ii)
conflict with or result in a breach or termination of any provision of, or
constitute a default under, or result in the creation of any lien upon any of
the properties or assets of Buyer pursuant to any indenture, deed of trust,
lease, contract, agreement or other instrument, or any order, judgment, award,
decree, statute, ordinance, regulation, or any other restriction of any kind or
character, to which Buyer is a party, or by which Buyer or any of its assets or
properties may be bound.
c. Buyer is purchasing the Shares for its own account for investment
purposes and not with a current view to resale. Buyer is an accredited investor
and has the requisite knowledge and experience in financial and business matters
to enable it to evaluate the merits and risks of an investment in the Shares.
d. Buyer has not engaged any broker, investment banker or agent with
respect to the purchase of the Shares. Buyer will indemnify and hold harmless
Seller from and against any costs and fees of any such broker, investment broker
or agent engaged or claiming to be engaged by Buyer.
6. Conditions Precedent to the Obligations of the Parties. The
obligations of each party under this Agreement are subject to the condition that
Buyer shall have received all necessary approvals from the Federal Reserve Board
and the Pennsylvania Department of Banking to consummate the transactions
contemplated by this Agreement. The obligations of Seller under this Agreement
are subject to the condition that the representations and warranties of Buyer
shall be true and correct as of the date of the Closing, and the obligations of
Buyer under this Agreement are subject to the condition that the representations
and warranties of Seller shall be true and correct as of the date of the
Closing.
7. Joinder. Each of the University, Polly B. Lechner and Betsy B.
Brandt agrees to the sale and purchase of the Shares contemplated by this
Agreement. The University agrees that distributions required to be made to them
under the Trust Agreement may be made in cash equal to their pro rata shares of
the Purchase Price (net of expenses of Seller in connection with the sale of the
Shares).
8. Integration. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
oral and written agreements, understandings, commitments and practices among the
parties including, without limitation, that certain letter agreement dated April
20, 1998 by and among Berwind Financial, L.P. (on behalf of Seller), The
Citizens Banking Company and Buyer.
9. Non-Assignability. This Agreement and any rights pursuant hereto
shall not be assignable by Seller or Buyer without the prior written consent of
the other.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
<PAGE> 4
11. Applicable Law. This Agreement and the legal relations between the
parties hereto shall be governed by and in accordance with the laws of the
Commonwealth of Pennsylvania.
12. Notices. All notices and other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid:
(a) If to Buyer:
Citizens Bancshares, Inc.
10 East Main Street
Salineville, OH 43945
Attn: Marty E. Adams, President
(b) If to Seller:
Polly B. Lechner
2185 Ben Franklin Road
Pittsburgh, PA 15237
with a copy to:
Henry E. Rea, Jr.
Brandt, Milnes & Rea
4900 USX Tower
600 Grant Street
Pittsburgh, PA 15219
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed and delivered this Agreement as of the date first
above written.
<TABLE>
<S> <C>
WITNESS/ATTEST: NATIONAL CITY BANK, as Trustee
/s/ By: /s/
- ------------------------------ ------------------------------------------
Henry E. Rea, Jr. Polly B. Lechner, Trustee
/s/ By: /s/
- ------------------------------ ------------------------------------------
Henry E. Rea, Jr. National City Bank, as Trustee
By Susan L. Stout
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
PENNSYLVANIA STATE UNIVERSITY
/s/ By: /s/
- ------------------------------ ------------------------------------------
Joan L. Coble David E. Branigan
Assistant Secretary Associate Treasurer
WITNESS/ATTEST:
/s/ /s/
- ------------------------------ ------------------------------------------
Henry E. Rea, Jr. Polly B. Lechner
/s/ /s/
- ------------------------------ ------------------------------------------
Henry E. Rea, Jr. Betsy B. Brandt
CITIZENS BANCSHARES, INC.
By: /s/
- --------------------------------- -----------------------------------------
Marty E. Adams, President
</TABLE>
