-----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, VRuhXaAWzHCy1zep9IbAn+rgjnPkpsH9ZRlsvZ4eUD/jYXxOZFQzDxYzJaRm5vrH VKj2jGouf83uLn5gSuRq+g== 0001144204-08-001546.txt : 20080110 0001144204-08-001546.hdr.sgml : 20080110 20080110155200 ACCESSION NUMBER: 0001144204-08-001546 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080110 DATE AS OF CHANGE: 20080110 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: 08523561 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 v099358_sc13d.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
(Amendment No. 4)

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)

January 7, 2008
(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(e), 13d-1(f) or 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 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).


 
CUSIP No. 502100-10-0
Page 2 of 7
 
 
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
 
 
AMG Investments, LLC
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)     o
(See Instructions)                                                                                                       (b)     x
   
       
3
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (see instructions)
 
 
OO, WC
5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)                                 ¨ 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ohio
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
 
SOLE VOTING POWER
 
600,000
 
 
 
8
 
SHARED VOTING POWER
 
 
 
 
 
9
 
SOLE DISPOSITIVE POWER
 
600,000
 
 
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
600,000
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(see instructions)       ¨ 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
 
 
 
8.2%
14
 
TYPE OF REPORTING PERSON (see instructions)
 
 
OO
 

 
CUSIP No. 502100-10-0
Page 3 of 7
 
 
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
 
 
Steven A. Calabrese
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)     o
(See Instructions)                                                                                                       (b)     x
  
     
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)                                 ¨ 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
 
SOLE VOTING POWER
 
 
8
 
SHARED VOTING POWER
         
 
 
 
600,000
 
 
 
9
 
SOLE DISPOSITIVE POWER
 
 
10
 
SHARED DISPOSITIVE POWER
  
 
 
 
 
600,000
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
600,000
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(see instructions)       ¨ 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
 
 
 
8.2%
14
 
TYPE OF REPORTING PERSON (see instructions)
 
 
IN


 
CUSIP No. 502100-10-0
Page 4 of 7
 
 
 
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
 
 
Richard M. Osborne
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)     o
(See Instructions)                                                                                                       (b)     x
       
             
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)                                 ¨ 
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
 
SOLE VOTING POWER
 
 
8
 
SHARED VOTING POWER
     
 
 
 
600,000
 
 
 
9
 
SOLE DISPOSITIVE POWER
 
 
10
 
SHARED DISPOSITIVE POWER
     
 
 
 
 
600,000
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
600,000
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(see instructions)       ¨ 
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
 
 
 
8.2%
14
 
TYPE OF REPORTING PERSON (see instructions)
 
 
IN
 

 
CUSIP No. 502100-10-0
Page 5 of 7
 
Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 4 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 (“LNB”).
 
Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented as follows:

The Shares reported in Item 5(c) as having been acquired by AMG were acquired for the aggregate purchase price of approximately $294,336 (excluding commissions) with a combination of working capital 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 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.
 
Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

Last November AMG solicited the support of LNB’s shareholders to call a special meeting. AMG is dissatisfied with LNB’s performance and sought to call the special meeting of shareholders to consider and vote upon several proposals, including the removal and replacement of certain members of LNB’s current board of directors. Although LNB’s management opposed the special meeting, the holders of more than 25% of LNB’s outstanding shares (the threshold to call a meeting under Ohio law) supported AMG and asked that the meeting be held. On December 12, AMG submitted its request for the meeting to LNB. Under Ohio law, LNB had fifteen days to call the meeting. Instead, management waited the full fifteen days and then denied AMG’s request because of what LNB claims is an inconsistency in the record date used by the company that mailed a portion of AMG’s solicitation materials. LNB’s shareholders have spoken, and AMG intends to continue to press LNB to hold the meeting. On January 9, 2008, AMG sent a letter to LNB demanding management call and hold the meeting. The letter is attached as Exhibit 7.1.

As LNB’s largest shareholder, AMG has a significant stake in understanding LNB’s loan portfolio and the exposure it creates for the bank. In particular, AMG believes that LNB’s loan exposure to insiders is unusual for similarly situated banks. On January 7, 2008, AMG sent a letter to LNB requesting that LNB explain to all shareholders its loans to related parties in greater detail. The letter is attached as Exhibit 7.2.
 

 
CUSIP No. 502100-10-0
Page 6 of 7
 
Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by LNB, there are 7,295,663 Shares outstanding.

AMG beneficially owns 600,000 Shares, or 8.2% 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.
 
(c) Since the filing of Amendment No. 3 to Schedule 13D on December 10, 2007, AMG purchased 19,895 Shares in open market transactions as set forth below:

 
Date
 
 
Number of Shares
 
Approximate Per Share Price (Excluding Commissions)
 
12/31/2007
   
1,000
 
$
14.69
 
1/02/2007
   
18,895
 
$
14.80
 

Item 7. Material to be Filed as Exhibits.

7.1
Letter to LNB Bancorp, Inc. dated January 9, 2008 re: Special Meeting
   
7.2
Letter to LNB Bancorp, Inc. dated January 7, 2008 re: Loans to Insiders
   
7.3
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: January 10, 2008
 
    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
 

 
EXHIBIT INDEX

Exhibit Number
 
Description
     
7.1
 
Letter to LNB Bancorp, Inc. dated January 9, 2008 re: Special Meeting
     
7.2
 
Letter to LNB Bancorp, Inc. dated January 7, 2008 re: Loans to Insiders
     
7.3
 
Joint Filing Agreement


 
EX-7.1 2 v099358_ex7-1.htm Unassociated Document
Exhibit 7.1
AMG Investments, LLC
8500 Station Street, Suite 113
Mentor, Ohio 44060
Phone: 440-951-1111
Fax: 440-255-8645

January 9, 2008
 
VIA FACSIMILE AND CERTIFIED U.S. MAIL
 
Robert F. Heinrich
Corporate Secretary
LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769

Re: Request to Call Special Meeting

Dear Mr. Heinrich,

We are in receipt of your December 27 letter denying our request to call a special meeting of LNB Bancorp’s shareholders. Ohio Revised Code § 1701.40(A)(3) clearly states that shareholders “who hold twenty-five percent of all shares outstanding” are entitled to call a special meeting. On December 12 we delivered to Terry M. White requests by the holders of nearly 30% of LNB’s outstanding stock (2,132,359 shares of LNB’s 7,295,663 shares outstanding) to call a special meeting. Under Ohio Revised Code § 1701.41(B) LNB was required to notice the meeting within fifteen days. Instead you chose to wait the full fifteen days and then deny our request. We believe LNB’s delaying tactics and refusal to hold the meeting are in clear violation of Ohio law. Your shareholders have spoken, and we will take all necessary action to enforce their rights.

The pretext for your denial appears to be an inconsistency in the record date used by Broadridge. We do not believe this is an appropriate basis to deny our request under either Ohio law or LNB’s code of regulations. It is merely a red herring and further evidence of LNB’s unwillingness to let its shareholders voice their opinion. Ohio law does not mandate a specific record date for the solicitation. We selected November 5, 2007 as a convenience and Broadridge, through no fault of AMG, chose to date its proxy as of the 8th. However, if you review your records, you will find that on November 8 the record holders requesting the meeting and the street holders requesting the meeting through Broadridge together held well in excess of 25% of LNB’s outstanding shares. The 25% requirement was met on November 5th as well. As I’m sure you are aware, LNB’s stock is very thinly traded. Just over 15,000 shares traded from the 5th to the 8th. Even assuming all of these shares were sold by street holders who requested the meeting and that none of them were acquired by street holders requesting the meeting, shareholders holding more than 25% on the 5th voted in favor of holding the meeting. Because shareholders holding more than 25% of LNB’s stock have requested a special meeting, under Ohio law and its own organizational documents LNB is required to call and hold the meeting.
 

 
Therefore, we are renewing our request to hold the special meeting and demand that LNB call the meeting immediately. We are hopeful that this time LNB will chose to comply with Ohio law and the clear wishes of its shareholders. If not, we will, as noted, proceed as necessary to enforce the shareholders’ rights.

If you have any questions regarding our request to hold the special meeting, please contact our attorney, Christopher J. Hubbert, at 216-736-7215 or cjh@kjk.com. Please feel free to contact us if we can otherwise be of any assistance.

Respectfully Submitted,
 
AMG INVESTMENTS, LLC
 
       
/s/ Richard M. Osborne
   

 
/s/ Steven A. Calabrese
   

   
 
By Richard M. Osborne and Steven A. Calabrese, Co-Managers

cc: Daniel E. Klimas
      President and Chief Executive Officer
      John J. Jenkins, Esq.
 
2

 
EX-7.2 3 v099358_ex7-2.htm
Exhibit 7.2

AMG Investments, LLC
8500 Station Street, Suite 113
Mentor, Ohio 44060
Phone: 440-951-1111
Fax: 440-255-8645

January 7, 2008

VIA FACSIMILE AND CERTIFIED U.S. MAIL

Sharon L. Churchill
Chief Financial Officer
LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769

Re: LNB’s Loan’s To Officers, Directors and Their Affiliates

Dear Ms. Churchill,

As the largest shareholder of LNB Bancorp, we have a significant stake in making sure we understand LNB’s loan portfolio and the exposure it creates for the bank. In reviewing LNB’s filings with the Securities and Exchange Commission, we noted that in its Form 10-K for the year ended December 31, 2006, LNB reported that at 2006 year-end the bank had outstanding loans to officers, directors and their affiliates of almost $25 million, representing nearly 4% of LNB’s net loan portfolio. We believe that this loan exposure to insiders is unusual for similarly situated banks and are concerned about the relatively large amount of loans that LNB has outstanding to its officers, directors and their affiliates.

Although your 10-K states these loans are “made on substantially the same terms and conditions as transaction with non-related parties,” you do not disclose the average term, length to maturity or interest rate, what percentage of these loans are secured, the adequacy of the security, and other critical terms that are necessary to evaluate this significant portion of the bank’s portfolio.

To better enable LNB’s shareholders to evaluate the bank’s loans to related parties, we request that LNB make available to all shareholders through SEC filings or otherwise the following disclosure regarding the bank’s loans to its officers, directors and their affiliates:

·
Range of and average term of the loans and length to maturity;

·
Range of and average interest rates;

·
Percentage of the loans that are recourse and non-recourse;
 

 
·
The nature and adequacy of any security;

·
Whether the related party debtors are in compliance with applicable loan covenants;
 
·
Whether payment on these loans is current or past due;

·
Whether LNB has established any loan loss reserves against these loans; and

·
How these and other key terms compare to the bank’s non-related party loans.

Of course we recognize the bank is bound by various privacy regulations and are not asking you to disclose the names of individual borrowers (unless LNB is required to do so by applicable securities laws). We thank you in advance for your careful consideration of this matter. Please feel free to contact us if you have any questions regarding our concerns or if we can otherwise be of any assistance.

Respectfully Submitted,
 
AMG INVESTMENTS, LLC

/s/ Richard M. Osborne

 
/s/ Steven A. Calabrese

 
By Richard M. Osborne and Steven A. Calabrese, Co-Managers
 
2

EX-7.3 4 v099358_ex7-3.htm
EXHIBIT 7.3
 
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: January 10, 2008   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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