UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______________*
Industrial Bancorp, Inc.
________________________________________________________________________________
(Name of Issuer)
Common shares, no par value
________________________________________________________________________________
(Title of Class of Securities)
455882 10 0
________________________________________________________________________________
(CUSIP Numbers)
Lawrence R. Rhoades
The Industrial Savings and Loan Association
211 N. Sandusky Street
Bellevue, Ohio 44811
(419) 483-3375
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 20, 1997
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
<PAGE>
CUSIP No. 455882 10 0
1 Names of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons
Lawrence R. Rhoades
2 Check the Appropriate Box if a Member of a Group*
(a) _____
(b) __X__
3 SEC Use Only
4 Source of Funds
OO, SC, PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
United States
|
| 7 Sole Voting Power
|
| 47,221
Number of |
Shares | 8 Shared Voting Power
Beneficially |
Owned | 230,080
by Each |
Reporting Person | 9 Sole Dispositive Power
With |
| 36,000
|
| 10 Shared Dispositive Power
|
| 7,900
|
11 Aggregate Amount Beneficially Owned by Each Reporting Person
277,291
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row 11
5.09%
14 Type of Reporting Person*
IN
-2-
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Shares
Industrial Bancorp, Inc.
211 North Sandusky Street
Bellevue, Ohio 44811
ITEM 2. IDENTITY AND BACKGROUND
(a) Lawrence R. Rhoades
(b) 211 North Sandusky Street
Bellevue, Ohio 44811
(c) Director, Chairman of the Board and Chief Financial Officer
of the Issuer and the Issuer's wholly-owned subsidiary The
Industrial Savings and Loan Association ("Industrial") 211
North Sandusky Street Bellevue, Ohio 44811
(d) During the last five years, Mr. Rhoades has not been
convicted in a criminal proceeding;
(e) During the last five years, Mr. Rhoades has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in 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; and
(f) Mr. Rhoades is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 277,291 shares of which Mr. Rhoades has beneficial ownership,
222,180 shares are held by The Industrial Savings and Loan Association
Management Recognition Plan and Trust (the "MRP Trust"), of which Mr. Rhoades is
a trustee. As a trustee of the MRP Trust, Mr. Rhoades shares voting power over
such shares with the other trustees. The MRP Trust purchased such shares with
$2,630,160 contributed to the MRP Trust by Industrial. Of the remaining 55,111
shares of which Mr. Rhoades has beneficial ownership, 11,211 shares were
allocated to his account under the Industrial Bancorp, Inc. Employee Stock
Ownership Plan (the "ESOP"). Mr. Rhoades has sole voting power, but no
dispositive power, over such shares, which were purchased by the ESOP at a cost
of $112,110 with funds borrowed by the ESOP from the Issuer. The final 43,900
shares of which Mr. Rhoades has beneficial ownership were purchased by Mr.
Rhoades and his spouse with personal funds, at a cost of $459,391.
-3-
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The shares purchased by the ESOP and the MRP Trust were purchased
pursuant to employee benefit plans of the Issuer and Industrial. The shares
purchased by Mr. Rhoades and his spouse were purchased for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Rhoades beneficially owns 277,291 shares, which is 5.09%
of the total issued and outstanding common shares of the
Issuer.
(b) Mr. Rhoades has sole voting and dispositive power with
respect to 36,000 shares which he owns directly and sole
voting power but no dispositive power with respect to the
11,211 shares allocated to his account pursuant to the ESOP.
Mr. Rhoades has shared voting and dispositive power over the
7,900 shares owned by his spouse. Mr. Rhoades is one of
three trustees of the MRP Trust and has shared voting power
but no dispositive power over the 222,180 shares held by the
MRP Trust.
Mr. Rhoades' co-trustees of the MRP Trust are Leon W. Maginnis and David M.
Windau, who are directors of the Issuer and Industrial. To the knowledge of Mr.
Rhoades, the following are the addresses and information with respect to the
employment of Messrs. Maginnis and Windau and of Mr. Rhoades' spouse:
Leon W. Maginnis
Vice President, Hirt Publishing Company, Inc.
250 West Main Street
Bellevue, Ohio 44811
David M. Windau
President, The Industrial Savings and Loan Association
211 North Sandusky Street
Bellevue, Ohio 44811
Joyce Rhoades
Secretary, Bellevue City Board of Education
126 North Street
Bellevue, Ohio 44811
To Mr. Rhoades' knowledge, none of Messrs. Maginnis and Windau and Mrs.
Rhoades has been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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 during the last five years.
To Mr. Rhoades' knowledge, Messrs. Maginnis and Windau and Mrs. Rhoades are
United States citizens.
-4-
<PAGE>
(c) On February 20, 1997, 11,211 shares were allocated to the
account of Mr. Rhoades pursuant to the ESOP, giving Mr.
Rhoades sole voting power over such shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between Mr. Rhoades and any other person with respect to any securities of the
Issuer, except the MRP Trust and an award agreement between Mr. Rhoades and
Industrial pursuant thereto, the Industrial Bancorp, Inc. 1996 Stock Option and
Incentive Plan and an option agreement between Mr. Rhoades and the Issuer
pursuant thereto.
Item 7. Material to be Filed as Exhibits
Exhibit A: Industrial Bancorp, Inc., 1996 Stock Option and Incentive
Plan
Exhibit B: Stock Option Award Agreement under the Stock Option Plan
Exhibit C: The Industrial Savings and Loan Association Management
Recognition Plan and Trust Agreement
Exhibit D: Award Agreement under the MRP
Exhibits A and C are incorporated by reference to the Issuer's
definitive Proxy Statement filed with the Commission on March 21,
1996.
-5-
<PAGE>
Signature
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.
February 27, 1997 Lawrence R. Rhoades
-6-
<PAGE>
Exhibit B
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE INDUSTRIAL BANCORP, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
(NON-QUALIFIED STOCK OPTIONS)
THIS AGREEMENT is made to be effective as of August 1, 1996, by and between
Industrial Bancorp, Inc. (the "COMPANY"), and Lawrence R. Rhoades (the
"OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Industrial
Bancorp, Inc. 1996 Stock Option and Incentive Plan on February 20, 1996;
WHEREAS, the shareholders of the COMPANY approved the PLAN on April 16,
1996; and
WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors of
the COMPANY has appointed a Stock Option Committee (the "COMMITTEE") to
administer the PLAN and the COMMITTEE has determined that an option to acquire
common shares of the COMPANY, no par value per share (the "COMMON SHARES"),
should be granted to the OPTIONEE upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto make
the following agreement, intending to be legally bound thereby:
1. Grant of Option. The COMPANY hereby grants to the OPTIONEE an option
(the "OPTION") to purchase Sixty-Six Thousand Six Hundred Fifty-Four (66,654)
COMMON SHARES (the "OPTION SHARES"). The OPTION is not intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION PRICE. The purchase price (the "OPTION PRICE") to be paid by the
OPTIONEE to the COMPANY upon the exercise of the OPTION shall be $11.00 per
share.
(B) Exercise of the OPTION. Subject to the provisions of the PLAN and the
other provisions of this Agreement, the OPTION shall become exercisable at the
rate of one-fifth of the OPTION SHARES per year commencing on the date that is
one year after the date of this Agreement and shall remain exercisable until the
date of expiration of the OPTION term. The OPTION may be exercised to purchase
<PAGE>
less than the total number of OPTION SHARES subject to the OPTION at any time
and from time to time. The OPTION may not be exercised unless the OPTION SHARES
issued upon such exercise are first registered pursuant to any applicable
federal or state laws or regulations, or, in the opinion of counsel to the
COMPANY, are exempt from such registration. Nothing contained in the PLAN or in
this Agreement shall be construed to require the COMPANY to take any action
whatsoever to make exercisable any OPTION or to make transferable any shares
issued upon the exercise of any OPTION.
(C) OPTION Term. The OPTION shall in no event be exercisable after the
expiration of ten (10) years from the date of this Agreement.
(D) Method of Exercise. The OPTION may be exercised by giving written
notice of exercise to the COMPANY in care of the President or the Treasurer of
the COMPANY stating the number of shares subject to the OPTION in respect of
which it is being exercised. Such notice shall be accompanied by payment in full
of the OPTION PRICE in cash or by certified or cashier's check unless the
COMMITTEE in its sole discretion permits payment of the OPTION PRICE in COMMON
SHARES already owned by the OPTIONEE or by another method approved by the
COMMITTEE.
(E) Satisfaction of Taxes and Tax Withholding. The COMPANY shall be
entitled, if the COMMITTEE deems it necessary or desirable, to withhold (or
secure payment from the OPTIONEE in lieu of withholding) the amount necessary to
satisfy any withholding or employment-related tax obligation attributable to the
exercise of the OPTION or otherwise incurred with respect to the PLAN or the
OPTION, and the COMPANY may defer delivery of any shares pursuant to the
exercise of the OPTION unless indemnified to its satisfaction. The COMMITTEE
may, in its discretion and subject to such rules as the COMMITTEE may adopt,
permit the OPTIONEE to satisfy, in whole or in part, any withholding or
employment-related tax obligation which may arise in connection with the grant,
exercise or disposition of the OPTION by electing to have the COMPANY withhold
OPTION SHARES to be issued, or by electing to deliver to the COMPANY COMMON
SHARES already owned by the OPTIONEE having a Fair Market Value (as that term is
defined in the PLAN) equal to the amount of such tax obligation.
3. Non-Assignability of the OPTION. The OPTION shall not be assignable or
transferable by the OPTIONEE except by will or the laws of descent and
distribution, and the terms and conditions of the OPTION shall be binding upon
the executors, administrators, heirs, successors and assigns of the OPTIONEE.
4. Governing Law. The rights and obligations of the OPTIONEE and the
COMPANY under this Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio in all respects, including, without
limitation, matters relating to the validity, construction, interpretation,
administration, effect, enforcement, and remedies provisions of the PLAN and its
rules and regulations, except to the extent preempted by applicable federal law.
The OPTIONEE and the COMPANY agree to submit to the jurisdiction of the state
and federal courts of the State of Ohio with respect to matters relating to the
PLAN and this Agreement and agree not to raise or assert the defense that such
forum is not convenient.
<PAGE>
5. Rights and Remedies Cumulative. All rights and remedies of the COMPANY
and of the OPTIONEE enumerated in this Agreement shall be cumulative and, except
as expressly provided otherwise in this Agreement, none shall exclude any other
rights or remedies allowed by law or in equity, and each of said rights or
remedies may be exercised and enforced concurrently.
6. Captions. The captions contained in this Agreement are included only for
convenience of reference and do not define, limit, explain or modify this
Agreement or its interpretation, construction or meaning and are in no way to be
construed as a part of this Agreement.
7. Severability. If any provision of this Agreement or the application of
any provision hereof to any person or any circumstance shall be determined to be
invalid or unenforceable, then such determination shall not affect any other
provision of this Agreement or the application of said provision to any other
person or circumstance, all of which other provisions shall remain in full force
and effect, and it is the intention of each party to this Agreement that if any
provision of this Agreement is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
8. Number and Gender. When used in this Agreement, the number and gender of
each pronoun shall be construed to be such number and gender as the context,
circumstances or its antecedent may require.
9. PLAN as Controlling. All terms and conditions of the PLAN applicable to
options granted thereunder which are not set forth in this Agreement shall be
deemed incorporated herein by reference. In the event that any provision in this
Agreement conflicts with any term in the PLAN, the term in the PLAN shall be
deemed controlling.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the COMPANY and the OPTIONEE in respect of the subject matter of this
Agreement, and this Agreement supersedes all prior and contemporaneous
agreements between the parties hereto in connection with the subject matter of
this Agreement. No change, termination or attempted waiver of any of the
provisions of this Agreement shall be binding upon any party hereto unless
contained in a writing signed by the party to be charged.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective as of August 1, 1996.
COMPANY:
INDUSTRIAL BANCORP, INC.
By: David M. Windau
Its: President
OPTIONEE:
Lawrence R. Rhoades
<PAGE>
Exhibit D
THE INDUSTRIAL SAVINGS AND LOAN ASSOCIATION
MANAGEMENT RECOGNITION PLAN
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of May 1, 1996, by and between
The Industrial Savings And Loan Association ("INDUSTRIAL") and Lawrence R.
Rhoades (the "RECIPIENT").
WITNESSETH:
WHEREAS, the Board of Directors of INDUSTRIAL adopted the MRP PLAN on
February 20 , 1996;
WHEREAS, the shareholders of Industrial Bancorp, Inc. (the "COMPANY")
approved the Industrial Savings And Loan Association Management Recognition Plan
and Trust Agreement (the "MRP PLAN") on April 16 , 1996;
WHEREAS, pursuant to the provisions of the MRP PLAN, the Board of Directors
of INDUSTRIAL has appointed a Management Recognition Plan Committee (the "MRP
COMMITTEE") to administer the MRP PLAN and to determine persons to whom awards
will be made pursuant to the MRP PLAN;
WHEREAS, the MRP COMMITTEE has determined that an award of common shares of
the COMPANY, no par value (the "COMMON SHARES"), should be granted to the
RECIPIENT upon the terms and conditions set forth in this Agreement; and
WHEREAS, the Board of Directors of INDUSTRIAL has approved such
determinations of the MRP COMMITTEE;
NOW, THEREFORE, in consideration of the above premises, the parties hereto
make the following agreement, intending to be legally bound thereby:
1. GRANT OF AWARD. The COMPANY hereby grants to the RECIPIENT an award of
Fifty One Thousand (51,000) COMMON SHARES from the pool of COMMON SHARES held by
the Trust established by the MRP PLAN (the "MRP PLAN SHARES"). The RECIPIENT
shall earn and be entitled, subject to the forfeiture and other provisions of
the MRP PLAN, to the MRP PLAN SHARES allocated to the RECIPIENT by this award
(the "AWARDED SHARES") as follows: Ten Thousand Two Hundred (10,200) of the
AWARDED SHARES shall become earned and nonforfeitable by the RECIPIENT on May 1,
1997;
Ten Thousand Two Hundred (10,200) of the AWARDED SHARES shall become earned
and nonforfeitable by the RECIPIENT on May 1, 1998;
<PAGE>
Ten Thousand Two Hundred (10,200) of the AWARDED SHARES shall become
earned and nonforfeitable by the RECIPIENT on May 1, 1999;
Ten Thousand Two Hundred (10,200) of the AWARDED SHARES shall become
earned and nonforfeitable by the RECIPIENT on May 1, 2000; and
Ten Thousand Two Hundred (10,200) of the AWARDED SHARES shall become
earned and nonforfeitable by the RECIPIENT on May 1, 2001.
2. DISTRIBUTION OF SHARES. Pursuant to and as provided in Section 7.02 of
the MRP PLAN, and subject to the other provisions of the MRP PLAN, the AWARDED
SHARES shall be distributed to the RECIPIENT as soon as practicable after they
have been earned; provided, however, that the AWARDED SHARES shall not be
distributed unless the AWARDED SHARES are first registered pursuant to any
applicable federal or state securities laws or regulations or, in the opinion of
counsel to INDUSTRIAL, are exempt from such registration.
3. TRANSFER OF THE AWARDED SHARES. Any sale, transfer or other distribution
by the RECIPIENT of the AWARDED SHARES earned and distributed to the RECIPIENT
is subject to all applicable federal and state laws and regulations.
4. INCORPORATION OF THE MRP PLAN. By entering into this Agreement, the
RECIPIENT agrees to be bound by all of the terms and conditions of the MRP PLAN,
which are incorporated by reference into this Agreement. To the extent that any
provision of this Agreement is in contradiction with any provision of the MRP
PLAN, the applicable provision of the MRP PLAN shall control over the applicable
provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
THE INDUSTRIAL SAVINGS AND LOAN
ASSOCIATION
By: David M. Windau
Its: President
RECIPIENT:
Lawrence R. Rhoades
