-----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, JyN2t/+nC47VaAEdVOX8Ei7lFq2FWZbn2OvH3j8mRstkLxUqFPoItW8qYsfE5231 riv+Rphi4s5aIwz/alWiVQ== 0000950152-07-008268.txt : 20071026 0000950152-07-008268.hdr.sgml : 20071026 20071026123257 ACCESSION NUMBER: 0000950152-07-008268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071026 DATE AS OF CHANGE: 20071026 GROUP MEMBERS: RICHARD M. OSBORNE GROUP MEMBERS: STEVEN A. CALABRESE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58535 FILM NUMBER: 071192729 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/A 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/A 1 l28464asc13dza.htm LNB BANCORP, INC. SC 13D/A LNB Bancorp, Inc. SC 13D/A
 

     
 
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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. 2 )*

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)
October 19, 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 Rule 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).

 
 

Page 1 of 6


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

AMG Investments, LLC
     
     
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)
   
 
     
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   564,905
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   564,905
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  564,905
     
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)
   
  7.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

Steven A. Calabrese
     
     
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)
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   564,905
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    564,905
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  564,905
     
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)
   
  7.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

Richard M. Osborne
     
     
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)
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   564,905
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    564,905
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  564,905
     
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)
   
  7.7%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   
Introduction.
     This Amendment No. 2 to Schedule 13D is filed by AMG Investments, LLC, an Ohio limited liability company (“AMG”), Steven A. Calabrese and Richard M. Osborne, relating to shares of common stock, par value $1.00 per share (the “Shares”), of LNB Bancorp, Inc., an Ohio corporation (the “Company”).
Item 2. Identity and Background.
     Item 2(c) is amended and supplemented as follows:
          (c) The principal business of AMG is to acquire, hold, sell or otherwise invest in all types of securities and other instruments. Mr. Calabrese’s principal occupation is managing partner of Calabrese, Racek and Markos, Inc., a full-service commercial/industrial real estate firm that specializes in appraisal, construction and development located at 1110 Euclid Avenue, Suite 300, Cleveland, Ohio 44115. Mr. Calabrese is also a director of Energy West, Incorporated, a public utility company, and 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. Energy West, Incorporated is located at 1 First Avenue South, Great Falls, Montana 59401. 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 and Chairman of the board and a director of Energy West, Incorporated and Corning Natural Gas Corporation, a natural gas utility. Corning Natural Gas Corporation is located at 330 West William Street, Corning, New York 14830.
Item 4. Purpose of Transaction.
     Item 4 is amended and supplemented as follows:
On October 19, 2007, AMG filed a preliminary solicitation statement with the Securities and Exchange Commission soliciting requests from the shareholders of the Company to call a special meeting of shareholders. On October 19, 2007, AMG requested an updated shareholder list from the Company to facilitate the solicitation of requests to call the special meeting. The request for the updated shareholder list is attached as Exhibit 7.1.
Item 7. Material to be Filed as Exhibits.
     7.1    Demand to Examine List of Shareholders of LNB Bancorp, Inc. dated October 19, 2007
     7.2    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: October 26, 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   
 
 
 
Page 6 of 6

 


 

EXHIBIT INDEX
     
Exhibit Number   Description
 
   
7.1
  Demand to Examine List of Shareholders of LNB Bancorp, Inc. dated October 19, 2007
 
   
7.2
  Joint Filing Agreement

 

EX-7.1 2 l28464aexv7w1.htm EX-7.1 EX-7.1
 

EXHIBIT 7.1
AMG Investments, LLC
8500 Station Street
Suite 113
Mentor, Ohio 44060
October 19, 2007
Via Facsimile and Certified Mail
        Return Receipt Requested
LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769
Attn: Terry M. White
          Corporate Secretary
     
Re:
  Demand to Examine List of Shareholders of LNB Bancorp, Inc.
Pursuant to Section 1701.37(C) of the Ohio Revised Code
Dear Mr. White:
AMG Investments, LLC filed today with the Securities and Exchange Commission a preliminary Solicitation Statement to Call a Special Meeting of Shareholders of LNB Bancorp, Inc. A copy of the solicitation statement is attached.
On July 18, 2007 we requested a list of shareholders of LNB pursuant to Ohio Revised Code Section 1701.37(C). On July 27, your attorney, John J. Jenkins, provided our attorney, Christopher J. Hubbert, with a list of the shareholders of record of LNB. On August 2, Mr. Jenkins confirmed to Mr. Hubbert via email that you did not have a list of non-objecting beneficial owners, or NOBO list.
In connection with the proposed special meeting of shareholders, I hereby demand pursuant to ORC Section 1701.37(C) an updated shareholder list for the purpose of obtaining the names, addresses and holdings of other shareholders to whom I may wish to mail AMG’s final solicitation statement and related materials.
Accordingly, please deliver the following information to Kohrman Jackson & Krantz PLL, 1375 East Ninth Street, One Cleveland Center, 20th Floor, Cleveland, Ohio 44114, Attn: Christopher J. Hubbert, Esq.:
  A list of the record holders of all shares of LNB’s stock as of the most recent practicable date, certified by LNB’s transfer agent, showing the names, addresses and the number and class of shares issued to or transferred of record to or by each shareholder;

 


 

  A computer disk containing the record holders of all shares of LNB’s stock as of the most recent practicable date, showing the names, addresses and the number and class of shares issued to or transferred of record to or by each shareholder, including any computer processing data that is necessary to access and use the information; and
  All information in LNB’s possession or control or which can reasonably be obtained from nominees of any central certificate depository system concerning the number and identity of the actual beneficial owners of LNB’s shares, including a breakdown of any holdings in the name of CEDE & Co., Kray & Co., Pacific & Co., NCC & Co., Philadep, DLH, NEST and other similar nominees, and any list of non-objecting beneficial owners (NOBO) in LNB’s possession.
AMG will bear the reasonable costs incurred by LNB in connection with the copying of the above information.
I hereby designate and authorize Kohrman Jackson & Krantz PLL, its employees and any other representative or agent designated by them or me, acting alone or in any combination, to conduct an inspection of the requested list of shareholders.
Please immediately advise Christopher J. Hubbert, Kohrman Jackson & Krantz PLL, phone 216-696-8700, fax 216-621-6536, as to when the shareholder list will be provided.
Sincerely,
AMG Investments, LLC
/s/ Richard M. Osborne
By Richard M. Osborne, Managing Member
     
cc:
  Steven A. Calabrese
Christopher J. Hubbert, Esq.
John J. Jenkins, Esq.

2

EX-7.2 3 l28464aexv7w2.htm EX-7.2 EX-7.2
 

EXHIBIT 7.2
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: October 26, 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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