-----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, BGyH4x/prq+BG9BZ+oeAFSfQfhG6DYPYyjGL2i8HCcaD5NDrHf2aTLOQQ2KHjhDR sge2GPEIy224YuRzb7i/5w== 0000950152-08-001316.txt : 20080222 0000950152-08-001316.hdr.sgml : 20080222 20080222122943 ACCESSION NUMBER: 0000950152-08-001316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080222 DATE AS OF CHANGE: 20080222 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: 08635364 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 l30284asc13dza.htm LNB BANCORP, INC./AMG INVESTMENTS, LLC SC 13D/A LNB Bancorp, Inc./AMG Investments, LLC 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 RULE 13d-2(a)
(Amendment No. 5)
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)
February 15, 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).
 
 

Page 1 of 7


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
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* (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
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   330,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   330,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  330,000
     
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
   
  4.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
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* (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
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   90,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   330,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   90,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
    330,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  420,000
     
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
   
  5.8%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN


 

                     
CUSIP No.
 
502100-10-0 
  Page  
  of   

 

           
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* (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
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   90,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   330,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   90,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
    330,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  420,000
     
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
   
  5.8%
     
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. 5 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 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 because 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.
     After three requests by AMG, LNB filed, on February 5, 2008, a notice and preliminary proxy statement with the Securities and Exchange Commission (“SEC”) stating that a special meeting of LNB will be held on March 18, 2008 at The Lorain National Bank, 521 Broadway, Lorain, Ohio 44052 at 10:00 a.m. local time. However, LNB’s proxy statement attempted to re-word, limit and bar AMG’s proposals as written in its solicitation statement and preliminary proxy statement filed with the SEC. AMG believes that the LNB’s notice was deficient and that LNB is not entitled to limit the purpose and proposals at the special meeting. Therefore, on February 14, 2008, AMG submitted its own notice of the special meeting in keeping with the concepts and proposals outlined in its solicitation statement and preliminary proxy statement.
     In addition, AMG’s counsel has had discussions with the staff of the Board of Governors of the Federal Reserve System regarding AMG’s ownership of LNB’s stock and the solicitation of proxies for the election of directors to LNB’s board. Based on those discussions and at the request of the Federal Reserve Board staff, AMG distributed 270,000 shares of LNB stock to its members in a pro-rata distribution on February 15, 2008. On February 22, 2008, Mr. Calabrese and Mr. Osborne filed an amendment to AMG’s preliminary proxy statement relating to the special meeting of LNB’s shareholders containing proposals identical to AMG’s preliminary proxy statement.
Item 5. Interest in Securities of the Issuer.
     Items 5(a), 5(b) and 5(c) are amended and supplemented as follows:
     (a) According to the most recently available filing with the SEC by LNB, there are 7,295,663 Shares outstanding.
     AMG owns 330,000 Shares, or 4.5% of the outstanding Shares. Mr. Calabrese beneficially owns 420,000 Shares, including the 330,000 Shares owned by AMG and 90,000 Shares owned by him individually, or 5.8% of the outstanding Shares. Mr. Osborne beneficially owns 420,000

 


 

                     
CUSIP No.
 
502100-10-0 
     
Page 6 of  7
Shares, including the 330,000 Shares owned by AMG and 90,000 Shares owned by him individually, or 5.8% of the outstanding Shares. Together, Mr. Calabrese and Mr. Osborne have the power to vote 510,000 Shares, or 7.0% of the outstanding Shares.
     (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 330,000 Shares owned by AMG. Each of Mr. Calabrese and Mr. Osborne have sole power to vote, or to direct the voting of, and sole power to dispose or to direct the disposition of, 90,000 Shares owned individually. Together, Mr. Calabrese and Mr. Osborne have the power to vote 510,000 Shares, or 7.0% of the outstanding Shares.
     (c) On February 15, 2008, AMG made a pro-rata distribution of a total of 270,000 Shares to its members. 90,000 of AMG’s Shares were distributed to each of Mr. Calabrese and Mr. Osborne. There have been no other transactions in the Shares since the filing of Amendment No. 4 to Schedule 13D on January 10, 2008.
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: February 22, 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
   
Page 7 of 7

 


 

EXHIBIT INDEX
     
Exhibit Number   Description
 
7.1
  Joint Filing Agreement

 

EX-7.1 2 l30284aexv7w1.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: February 22, 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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