0001193125-12-140200.txt : 20120330 0001193125-12-140200.hdr.sgml : 20120330 20120329173126 ACCESSION NUMBER: 0001193125-12-140200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120330 DATE AS OF CHANGE: 20120329 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEDELI UMBERTO P CENTRAL INDEX KEY: 0001099159 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: P O BOX 318003 CITY: INDEPENDENCE STATE: OH ZIP: 44131 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: 12725244 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 440-244-6000 MAIL ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 SC 13D/A 1 d324831dsc13da.htm SC 13D/A SC 13D/A

 

 

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 TO 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)

 

Umberto P. Fedeli, The Fedeli Group, 5005 Rockside Road, Fifth Floor, Independence, OH 44131, (216) 328-8080

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 15, 2012

(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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) 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).

 

 

 

 

Page 1 of 8


CUSIP No. 502100-10-0   Page 2 of 8

 

  1   

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Umberto P. Fedeli

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    PF

  5  

CHECK BOX 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

 

    671,967

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

    671,967

   10   

SHARED DISPOSITIVE POWER

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    671,967

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    8.5%

14

 

TYPE OF REPORTING PERSON*

 

    IN

 


CUSIP No. 502100-10-0   Page 3 of 8

 

Item 1. Security and Issuer.

This Amendment No. 4 to 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”), and is filed by Umberto P. Fedeli.

 

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 Mr. Fedeli were acquired for the aggregate purchase price of approximately $29,410.20 (excluding commissions) with Mr. Fedeli’s personal funds.

 

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

Mr. Fedeli, a long-time investor in community banks and thrifts, purchased the Shares for investment.

On August 10, 2011, in his most recent amendment to his Schedule 13D, Mr. Fedeli stated his view that the Company’s board of directors must consider ways to replace the Company’s federal TARP funds. Mr. Fedeli further stated that if the Company is unable to improve profitability significantly, through the combination of simultaneously addressing ongoing credit problems and significantly and sustainably decreasing costs and improving revenue, along with adopting a successful strategy to replace TARP, he believes there will be no choice but for the Company to consider strategic alternatives, such as a sale or merger, to enhance shareholder value. For Mr. Fedeli, a sale or merger is not the desired outcome. He prefers an aggressive, prudent long-term growth strategy to improve performance and allow the Company to control its own destiny and flourish as a healthy community bank.

On March 15, 2012, Mr. Fedeli sent a letter to the board of directors of the Company, in which he reiterated his views that the board of directors of the Company needs to act with a sense of urgency with respect to its replacement of TARP funds, and when replacing TARP, the Company should do so in a manner that is not significantly dilutive to the Company’s shareholders. In his letter, Mr. Fedeli indicated that the Company is but one of hundreds of small and medium-sized banks and thrifts that will need to replace its TARP funding. If the Company is unable to replace TARP by the end of 2013, the dividend payments on the TARP funds will increase substantially, from 5% ($1.26 million annually) to 9% ($2.27 million annually). The $2.27 million dividend payment represents 61% of the Company’s 2011 net income available to common shareholders. The $1.0 million increase, or 27% of the 2011 net income, would need to be paid by the Company and reduce the income available to the shareholders. With the Company’s own deadline to replace its TARP funding now less than two years away, Mr. Fedeli indicated in his March 15 letter that he believes the sense of urgency is simply accelerating. As every day draws closer to the TARP deadline, Mr. Fedeli believes that the Company will have more and more competition in the marketplace looking to replace TARP capital, and the Company needs to decide quickly on its own course of action.


CUSIP No. 502100-10-0   Page 4 of 8

 

In the spirit of continuing to attempt to work with the Board and management of the Company, Mr. Fedeli proposed in the March 15 letter to provide capital to the Company for the purpose of repaying the Company’s TARP obligations. Mr. Fedeli would do so far in advance of the date on which the prohibitive 9% dividend rate begins. Mr. Fedeli would make this capital investment in the Company in a manner that is not significantly dilutive or is non-dilutive to the shareholders of the Company. Mr. Fedeli also invited members of the board of the Company and others to participate along with him.

In his letter, Mr. Fedeli indicated that he is willing to enter into an appropriate confidentiality agreement to enable him to conduct due diligence. Mr. Fedeli also stated that he cannot predict the exact form his proposal would take, including the type of capital instrument or instruments that would be required or whether some existing or future cash assets of the Company could or should be used in part to redeem the Company’s TARP funds, nor can he predict whether it would be beneficial for the Company and its shareholders to pay back the TARP funds at par. After comprehensive due diligence, Mr. Fedeli stated he would be prepared to formulate a detailed proposal, present it to the board of directors of the Company and enter into discussions regarding the exact form a capital infusion, for the sole purpose of replacing TARP, would take. In addition to the completion of due diligence, Mr. Fedeli’s offer is subject to obtaining all necessary regulatory approvals. A copy of the March 15, 2012 letter is attached to this Amendment No. 4 to Schedule 13D as Exhibit 7.1 and incorporated by reference.

In response to Mr. Fedeli’s March 15, 2012 letter, Daniel Klimas, President and CEO of the Company, sent a letter to all the shareholders of the Company. Mr. Fedeli appreciates that the Company is taking the step that he has long encouraged of open and meaningful communication with the shareholders. Mr. Fedeli also appreciates that the Company is recognizing that the replacement of TARP is critical to all the shareholders, as Mr. Fedeli himself has been saying for a long time. With his interests directly aligned with the shareholders, Mr. Fedeli encourages the board of the Company to be proactive and address TARP replacement in a manner that benefits all shareholders.

Where Mr. Fedeli differs with the approach taken by the Company is the timing. While he appreciates that the board of the Company is continuing to study TARP and methods of replacing it, Mr. Fedeli is not attempting as referenced in Mr. Klimas’ letter to create an “exaggerated sense of urgency that does not exist”. The facts, of the TARP deadline approaching at the end of the next year, the Company being one of hundreds of small and medium-sized banks that need to take similar steps and the possible $1.0 million annual dividend increase, mean that the Company needs to move forward with a plan and place it into action. No transaction to replace TARP funding, whether it involves Mr. Fedeli or anyone else, will not be done overnight.

It is also important to note that contrary to the statements in Mr. Klimas’ letter that Mr. Fedeli is seeking a form of convertible preferred shares that would increase his stake in the Company significantly, Mr. Fedeli made no such proposal. Mr. Fedeli has had prior discussions with Mr. Klimas and members of the board of the Company regarding various potential, mutually beneficial capital investment instruments that could be used to replace the TARP funds. As stated in his letter and in his prior statements, Mr. Fedeli believes that in its replacement of TARP funds it is critical that the Company act in a manner that benefits all shareholders.


CUSIP No. 502100-10-0   Page 5 of 8

 

Specifically, Mr. Fedeli indicated that when he is prepared to make a proposal, after due diligence, it would not be significantly dilutive or it would be non-dilutive to the Company’s shareholders.

The offer made by Mr. Fedeli in his March 15 letter — to sign a confidentiality agreement, commence due diligence and formulate an exact proposal to replace TARP, in which members of the board and others are invited to participate along with him — stands.

Mr. Fedeli has met with the Company’s board of directors and its management team regarding TARP repayment and other issues facing the Company and has had discussions with other shareholders of the Company regarding the Company’s future. In addition to continuing discussions with other shareholders, Mr. Fedeli intends to continue to meet with management and members of the board of directors to learn more about their progress and to share ideas and thoughts on how to best maximize shareholder value over the long-term, including repayment of the TARP funds.

 

Item 5. Interest in Securities of the Issuer.

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

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 7,941,854 Shares outstanding.

Mr. Fedeli beneficially owns a total of 671,967 Shares, or 8.5% of the outstanding Shares.


CUSIP No. 502100-10-0   Page 6 of 8

 

(c) In the past sixty days, Mr. Fedeli purchased 5,365 Shares in open market transactions as set forth below:

 

Date

  

Number of Shares

  Approximate Per Share Price
(Excluding Commissions)
 

02/23/2012

   4,903   $ 5.50   

02/27/2012

   462   $ 5.30   

 

Item 7. Material to be Filed as Exhibits.

7.1    March 15, 2012 Letter to the board of directors of LNB Bancorp, Inc.


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: March 29, 2012

 

/s/ Umberto P. Fedeli

Umberto P. Fedeli

 

Page 7 of 8


EXHIBIT INDEX

 

Exhibit

Number

  

Description

7.1

   March 15, 2012 Letter to the board of directors of LNB Bancorp, Inc.

 

Page 8 of 8

EX-7.1 2 d324831dex71.htm EX-7.1 EX-7.1

March 15, 2012

Mr. Daniel E. Klimas and Board of Directors

LNB Bancorp, Inc.

457 Broadway

Lorain, Ohio 44052

Dear Dan and Members of the Board of Directors:

When we met in October, one of the issues that we discussed briefly was the need for LNB to replace its TARP borrowings from the U.S. Treasury. I have also, for a considerable length of time, been very open about my belief that LNB needs to act with a sense of urgency with respect to its replacement of TARP funds; and when replacing TARP, LNB should do so in a manner that is not significantly dilutive to the Company’s shareholders. As the largest individual shareholder of LNB, I want to take this opportunity to update you on my current thinking regarding TARP.

I appreciate that LNB understands the risks of not replacing TARP in a timely manner or in a manner that is beneficial to all shareholders. As LNB itself notes in its most recent Form 10-K filed with the Securities and Exchange Commission on March 7, 2012,

“Unless the Corporation is able to redeem the Series B Preferred Stock during the first five years, the dividend payments on this capital will increase substantially at that point, from 5% ($1.26 million annually) to 9% ($2.27 million annually). Depending on market conditions at the time, this increase in dividends could significantly impact the Corporation’s liquidity, and as a result, adversely affect the Corporation’s business, financial condition and results of operations.”

Of course, the risk of the potential rate increase in 2014 is compounded because the dividend payments on the preferred stock are not deductible by LNB.

I also appreciate that LNB recognizes that the uncertainty created by how LNB will repay its TARP funds is also causing uncertainty in the marketplace and is potentially creating a negative impact on the price of LNB’s shares in the public market. As LNB states in its most recent Form 10-K, as long as LNB’s TARP funds remain unpaid the restrictions that exist on dividend payments and repurchases or redemptions relating to LNB’s common shares, “combined with the dilutive impact of the warrant may have an adverse effect on the market price of the Corporation’s Common Shares, and, as a result, they could adversely affect the Corporation’s business, financial condition and results of operations.”

Further, I appreciate that as LNB notes in its Form 10-K for the year ended December 31, 2011 LNB is studying the TARP issue:

“The Corporation intends to redeem the Series B Preferred Stock and repay its TARP obligations at a time and in a manner that it believes is appropriate after considering, among other things, the Corporation’s anticipated capital requirements, projected dividend capacity from the Bank, the availability and relative attractiveness of alternative sources of capital, the Corporation’s risk profile, its earnings performance and asset quality trends, and input from its regulators.”

Nevertheless LNB is but one of hundreds of small and medium-sized banks and thrifts that will need to replace its TARP funding. With LNB’s own deadline now less than two years away, I believe that the sense of urgency about which I have been speaking for over a year and a half is accelerating. As every day draws closer to the TARP deadline, LNB


will have more and more competition in the marketplace looking to replace TARP capital. LNB needs to decide quickly on its own course of action.

In the past, I have proposed to increase my ownership in LNB and have the opportunity to participate in the management and leadership of the company. In the spirit of continuing to work with the Board and management of LNB, I propose to provide capital to LNB for the purpose of repaying LNB’s TARP obligations. I will do so far in advance of the date on which the prohibitive 9% dividend rate begins; and I will do so in a manner that is not significantly dilutive or is non-dilutive to the shareholders of LNB, thereby removing the uncertainty that LNB acknowledges exists in the marketplace today. I am pleased to invite members of the Board and others to participate along with me.

I am willing to enter into an appropriate confidentiality agreement to enable me to conduct due diligence. At this time I cannot predict the exact form my proposal will take, including the type of capital instrument or instruments that will be required or whether some existing or future cash assets of LNB could or should be used in part to redeem LNB’s TARP funds. I also cannot predict whether it would be beneficial for LNB and its shareholders to pay back the TARP funds at par. After comprehensive due diligence, I will be prepared to formulate an exact proposal, present it to the Board of Directors and enter into discussions regarding the exact form a capital infusion would take, for the sole purpose of replacing TARP. Of course, in addition to the completion of due diligence, my offer is subject to obtaining all necessary regulatory approvals.

I believe my proposal will benefit all LNB shareholders and enable the Board of Directors to move from studying TARP to providing a solution to the Corporation’s TARP problem. I would appreciate your assistance and consent to proceed with due diligence and then advance to formulating a specific proposal and obtaining the necessary regulatory approvals.

I am confident that you will give prompt consideration to my suggestions and offer. As I believe time is of the essence, I am also confident you can appreciate the urgent need for LNB to address TARP. I respectfully request that you respond to my proposal expeditiously. Because of the significance of the resolution of the TARP issue to LNB and its shareholders, which LNB itself notes in several places in its annual report on Form 10-K, I believe further public discussion of the issue and its potential solutions will benefit LNB and its shareholders. Therefore, I will express my views publically and file this letter with the Securities and Exchange Commission as part of a Schedule 13D filing.

I look forward to working with you to complete the necessary refunding of TARP. Thank you for your kind consideration, and I look forward to your response.

 

Regards,
/s/ Umberto P. Fedeli
UPF/ald