0001074902-13-000021.txt : 20131105 0001074902-13-000021.hdr.sgml : 20131105 20131105161633 ACCESSION NUMBER: 0001074902-13-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCNB CORP CENTRAL INDEX KEY: 0001074902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311626393 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35292 FILM NUMBER: 131192799 BUSINESS ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 BUSINESS PHONE: 5139321414 MAIL ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 8-K 1 lcnb8k110513.htm 8-K LCNB--8-K-capital closing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 5, 2013
LCNB CORP.
(Exact name of Registrant as specified in its Charter)


Ohio
 
0-26121
31-1626393
(State or other jurisdiction of incorporation)
 
(Commission File No.)
(IRS Employer Identification Number)


2 North Broadway, Lebanon, Ohio
45036
 
(Address of principal executive offices)
(Zip Code)
 

Registrant’s telephone number, including area code: (513) 932-1414
N/A
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

__    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

__    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

__    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

__    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.

On November 5, 2013, LCNB Corp. issued a press release regarding the closing of its previously announced underwritten public offering of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.

Exhibit No.        Description
99.1
Press Release dated November 5, 2013





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
 
 
 
LCNB CORP.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: November 5, 2013
 
 
By: /s/ Robert C. Haines II              
 
 
 
 
 
 
 
 
Robert C. Haines II
Chief Financial Officer
 
 
 
 
 
 
 
 



EX-99.1 2 ex991.htm EXHIBIT LCNBExhibit991

Exhibit 99.1
            
For Immediate Release    

LCNB CORP. ANNOUNCES CLOSING OF $25 MILLION
UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK,
INCLUDING EXERCISE OF UNDERWRITER’S OVER-ALLOTMENT OPTION

LEBANON, Ohio (November 5, 2013) — LCNB Corp. (NASDAQ-Capital Market:LCNB) ( “LCNB”), the holding company for LCNB National Bank, today announced the closing of its previously announced underwritten public offering of common stock. LCNB raised $28.7 million in gross proceeds by issuing 1,642,857 shares of its common stock, which includes the issuance of an additional 214,286 shares of common stock as a result of the underwriter’s exercise of their over-allotment option, at a price to the public of $17.50 per share. FBR Capital Markets & Co. acted as the underwriter for the offering.
 
The net proceeds to LCNB after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $26.9 million. LCNB intends to use the net proceeds from the offering to fund the acquisition of Eaton National Bank & Trust Co. and the remainder of the net proceeds for general corporate purposes.
 
A shelf registration statement relating to the public offering of the shares of voting common stock was filed previously with the Securities and Exchange Commission (“SEC”) and is effective. A final prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website located at www.sec.gov. Copies of the prospectus and related prospectus supplement also may be obtained from FBR Capital Markets & Co., Prospectus Department, 1001 19th Street North, Arlington, VA 22209, (703) 312-9726 or prospectuses@fbr.com.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of LCNB, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.


About LCNB Corp.
LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. Through its subsidiary, LCNB National Bank (the “Bank”), LCNB is engaged in the commercial banking business. The Bank was founded in 1877. The Bank operates from its main office and 30 branch offices (as well as 37 ATMs) in Montgomery, Warren, Butler, Clinton, Clermont, Hamilton, Fayette, and Ross Counties, Ohio, which are among the most appealing areas from a demographic standpoint in Ohio. Additional information on LCNB may be found on its website: www.lcnb.com.

Safe Harbor Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or future predictions, including events or predictions relating to future financial performance, and are generally identifiable by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “plan,” “intend,” or “anticipate” or the negative thereof or comparable terminology. These forward-looking statements are only predictions and estimates regarding future events and



circumstances and involve known and unknown risks, uncertainties and other factors, including, but not limited to: changes in external competitive market factors that might impact results of operations; legislative or regulatory changes or actions; costs and effects of regulatory and legal developments; changes in business strategy or an inability to execute strategy due to the occurrence of unanticipated events; our ability to identify potential candidates for, obtain regulatory approval of, and consummate, acquisition or investment transactions; local, regional and national economic conditions and events; changes in the financial performance and/or condition of our borrowers; changes in the level of non-performing and classified assets and charge-offs; changes in estimates of loan loss reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; changes in our capital structure resulting from future capital offerings or acquisitions; inflation, interest rate, securities market and monetary fluctuations; our ability to grow, increase market share and control expenses and maintain sufficient liquidity; volatility in the credit and equity markets and its effect on the general economy; our ability to integrate First Capital, Eaton National Bank and Trust and future acquisition targets; our ability to receive timely regulatory approval for the acquisition of Eaton National Bank and Trust; and material differences in the actual financial results of merger and acquisition activities compared with expectations.
These forward-looking statements are subject to significant uncertainties and contingencies, many of which are beyond our control. Although the expectations reflected in the forward-looking statements are currently believed to be reasonable, future results, levels of activity, performance or achievements cannot be guaranteed. Accordingly, there can be no assurance that actual results will meet expectations or will not be materially lower than the results contemplated.