-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADocqUMyGCncQVCa5VDjzD+HBcL0slMXcMDeP7FkLIjD13d3amxKIDTvxm1moR3q 6cGxk+MsYXlZEPdaKRr1gw== 0000950152-07-004545.txt : 20070517 0000950152-07-004545.hdr.sgml : 20070517 20070517164004 ACCESSION NUMBER: 0000950152-07-004545 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070517 DATE AS OF CHANGE: 20070517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LNB BANCORP INC CENTRAL INDEX KEY: 0000737210 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341406303 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58535 FILM NUMBER: 07861724 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 800-860-1007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMG Investments, LLC CENTRAL INDEX KEY: 0001399850 IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8500 STATION STREET, SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 440-951-1111 MAIL ADDRESS: STREET 1: 8500 STATION STREET, SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D 1 l26301asc13d.htm LNB BANCORP, INC. SC 13D LNB Bancorp, Inc. SC 13D
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

LNB Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
502100-10-0
(CUSIP Number)
Christopher J. Hubbert, Kohrman Jackson & Krantz P.L.L., 1375 E. 9th Street, 20th Floor, Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 9, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 
 


 

                     
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1   NAMES OF REPORTING PERSONS:

AMG Investments, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Ohio
       
  7   SOLE VOTING POWER:
     
NUMBER OF   533,681
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   533,681
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  533,681
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  8.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO


 

                     
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1   NAMES OF REPORTING PERSONS:

Richard M. Osborne
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  USA
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   533,681
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    533,681
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  533,681
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  8.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

                     
CUSIP No.
 
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1   NAMES OF REPORTING PERSONS:

Steven A. Calabrese
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  USA
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   533,681
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    533,681
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  533,681
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  8.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

                     
CUSIP No.
 
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  Page  
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Item 1. Security and Issuer.
     This Schedule 13D relates to shares of common stock, par value $1.00 per share (the “Shares”), of LNB Bancorp, Inc., an Ohio corporation (the “Company”), which has its principal executive offices at 457 Broadway, Lorain, Ohio 44052.
Item 2. Identity and Background.
     (a) This Schedule 13D is filed by AMG Investments, LLC, an Ohio limited liability company (“AMG”), Steven A. Calabrese and Richard M. Osborne (collectively, the “Reporting Persons”) for the purpose of reporting acquisitions of Shares of the Company. Mr. Calabrese and Mr. Osborne are the managing members of AMG.
     (b) The address of AMG and the business address of Mr. Osborne is 8500 Station Street, Suite 113, Mentor, Ohio 44060. The business address of Mr. Calabrese is 1110 Euclid Avenue, Suite 300, Cleveland, Ohio 44115.
     (c) The principal business of AMG is to acquire, hold, sell or otherwise invest in all types of securities and other instruments. Currently, AMG’s investments consist solely of Shares of the Company. Mr. Calabrese’s principal occupation is managing partner of Calabrese, Racek and Markos, Inc., a commercial construction and development company located at 1110 Euclid Avenue, Suite 300, Cleveland, Ohio 44115. Mr. Osborne’s principal occupation is President and Chairman of the Board of OsAir, Inc., a property developer and manufacturer of industrial gases for pipeline delivery. OsAir is located at 8500 Station Street, Suite 113, Mentor, Ohio 44060. Mr. Osborne is also Chairman of the Board and Chief Executive Officer of John D. Oil and Gas Company, an oil and gas exploration company. John D. Oil and Gas Company is located at 8500 Station Street, Suite 100, Mentor, Ohio 44060.
     (d) Negative with respect to the Reporting Persons.
     (e) Negative with respect to the Reporting Persons.
     (f) AMG is organized under the laws of the State of Ohio. Mr. Calabrese and Mr. Osborne are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
     The Shares reported in Item 5(c) as having been acquired by AMG were acquired for the aggregate purchase price of approximately $7,596,186 (excluding commissions) with a combination of working capital of AMG and margin debt from Wachovia Securities. Interest on the margin debt is computed at a select rate above the rate banks charge securities brokers (“call money rate”) and is subject to change, without notice, if the brokers call money rate changes. To the extent permitted by law, Wachovia has a lien on certain of the Shares reported herein as having been acquired by AMG.

 


 

                     
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Item 4. Purpose of Transaction.
     AMG purchased the Shares for investment. The Reporting Persons are disappointed in the Company’s performance and believe it is imperative for management and the board of directors of the Company to take immediate steps to maximize shareholder value. The Company’s net income has steadily decreased every year for several years. Although the Company posted a slight increase in net income for the first quarter of 2007 compared to 2006, the improvement was primarily the result of gains recorded on securities and the sale of mortgage loans to Freddie Mac, not the Company’s core lending operations which saw a 5.2% decline in net interest income from the first quarter of 2006 to the comparable 2007 quarter.
     The Reporting Persons are also concerned about the relatively large amount of loans that the Company has outstanding to its officers and directors and their affiliates. At 2006 year-end the Company had outstanding loans to related parties of almost $25 million, representing nearly 4% of the Company’s net loan portfolio. The Reporting Persons believe that this loan exposure to insiders is unusual for similarly situated banks.
     The Company must formulate and implement a plan to improve its performance or consider strategic alternatives. As part of this plan, the Reporting Persons believe the Company should reduce the size of the Company’s board from the current 14 members. The Reporting Persons believe that to operate effectively and efficiently the Board should be right-sized to fit the size of the Company.
     Other than as described above, pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, none of the Reporting Persons currently have plans or proposals that relate to or would result in any of the following:
     (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company;
     (ii) the sale or transfer of a material amount of assets of the Company; (iii) a change in the present board of directors or management of the Company; (iv) a material change in the present capitalization or dividend policy of the Company;
     (v) a material change in the business or corporate structure of the Company;
     (vi) a change to the articles of incorporation, or code of regulations of the Company, or an impediment to the acquisition of control of the Company, by any person;
     (vii) the delisting from the NASDAQ National Market’s Over-the-Counter Bulletin Board of the Company’s Shares;
     (viii) a class of equity securities of the Company; becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 


 

                     
CUSIP No.
 
502100-10-0 
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     (ix) any action similar to any of those enumerated in (i) through (viii) above.
     Each of the Reporting Persons reserves the right to modify its or his plans and proposals described in this Item 4. Further, subject to applicable laws and regulations, AMG, Mr. Calabrese or Mr. Osborne may formulate plans and proposals that may result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of Schedule 13D. As may be required, The Reporting Persons may contact the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency to provide notice or seek approval if they take any actions requiring such notice or approval.
Item 5. Interest in Securities of the Issuer.
     (a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 6,443,673 Shares outstanding.
     AMG beneficially owns 533,681 Shares, or 8.3% of the outstanding Shares. As managing members of AMG, each of Mr. Calabrese and Mr. Osborne may be deemed to beneficially own all Shares held by AMG.
     (b) Mr. Calabrese and Mr. Osborne, as managing members of AMG, have shared power to vote, or to direct the voting of, and shared power to dispose or to direct the disposition of, the Shares held by AMG.
     (c) During the past 60 days, AMG purchased 533,681 Shares in open market transactions as set forth below:
                 
            Approximate Per Share Price (Excluding
Date   Number of Shares   Commissions)
3/12/2007
    200     $ 15.32  
3/12/2007
    15,000     $ 15.42  
3/13/2007
    700     $ 15.16  
3/13/2007
    2,500     $ 15.23  
3/13/2007
    1,400     $ 15.25  
3/13/2007
    100     $ 15.24  
3/13/2007
    6,900     $ 15.21  
3/13/2007
    2,200     $ 15.19  
3/13/2007
    25,300     $ 15.20  
3/13/2007
    200     $ 15.18  
3/14/2007
    100     $ 15.15  
3/14/2007
    1,400     $ 15.23  
3/16/2007
    9,000     $ 15.33  
3/20/2007
    3,500     $ 15.52  
3/21/2007
    2,800     $ 15.48  
3/26/2007
    350     $ 15.30  
4/09/2007
    700     $ 15.15  
4/10/2007
    300     $ 15.15  

 


 

                     
CUSIP No.
 
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            Approximate Per Share Price (Excluding
Date   Number of Shares   Commissions)
4/10/2007
    1,000     $ 15.05  
4/19/2007
    100     $ 14.80  
4/20/2007
    1,000     $ 14.85  
4/20/2007
    802     $ 14.80  
4/24/2007
    2,000     $ 14.60  
4/24/2007
    2,000     $ 14.55  
4/24/2007
    1,750     $ 14.50  
4/26/2007
    900     $ 14.36  
5/07/2007
    105,000     $ 14.11  
5/07/2007
    500     $ 13.95  
5/08/2007
    15,900     $ 14.10  
5/09/2007
    25,000     $ 14.10  
5/09/2007
    305,079     $ 14.03  
     (d) Not applicable.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Not applicable.
Item 7. Material to be Filed as Exhibits.
     7.1 Joint Filing Agreement

 


 

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.
     
Date: May 17, 2007
   
 
  AMG Investments, LLC
 
   
 
  /s/ Richard M. Osborne
 
   
 
  By: Richard M. Osborne
Its: Managing Member
 
   
 
  /s/ Richard M. Osborne
 
   
 
  Richard M. Osborne, Individually
 
   
 
  /s/ Steven A. Calabrese
 
   
 
  Steven A. Calabrese, Individually

 

EX-7.1 2 l26301aexv7w1.htm EX-7.1 EX-7.1
 

EXHIBIT 7.1
AGREEMENT OF JOINT FILING
     Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
     This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement.
     
Date: May 17, 2007
  AMG Investments, LLC
 
   
 
  /s/ Richard M. Osborne
 
   
 
  By: Richard M. Osborne
Its: Managing Member
 
   
 
  /s/ Richard M. Osborne
 
   
 
  Richard M. Osborne, Individually
 
   
 
  /s/ Steven A. Calabrese
 
   
 
  Steven A. Calabrese, Individually

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