FORM SC 13D/A

0000950152-08-010805.txt : 20081229 0000950152-08-010805.hdr.sgml : 20081225 20081229155057 ACCESSION NUMBER: 0000950152-08-010805 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081229 DATE AS OF CHANGE: 20081229 GROUP MEMBERS: RICHARD M. OSBORNE 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: 081272714 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: OSBORNE RICHARD M TRUST CENTRAL INDEX KEY: 0001006422 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 4409743770 MAIL ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 l34959asc13dza.htm FORM SC 13D/A FORM 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. 10)

LNB Bancorp, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

502100-10-0

(CUSIP Number)

Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 E. 9^th Street, 20^th Floor, Cleveland, OH 44114, (216) 696-8700

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

December 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 5


CUSIP No.		502100-10-0		Page		2		of		5

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard M. Osborne

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

200,100*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

200,100*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

200,100*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

2.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Shares owned by the Richard M. Osborne Trust.


CUSIP No.		502100-10-0		Page		3		of		5

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard M. Osborne Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

200,100

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

200,100

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

200,100

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

2.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		502100-10-0		Page		4		of		5

Introduction.

This Amendment No. 10 to Schedule 13D (this “Amendment”) relating to shares of common stock, par value $1.00 per share, of LNB Bancorp, Inc. (“LNB”), an Ohio corporation, is filed by Richard M. Osborne and the Richard M. Osborne Trust (the “Osborne Trust”), an Ohio trust.

Pursuant to Rule 13d-1(k), AMG Investments, LLC, an Ohio limited liability company, Richard M. Osborne, the Osborne Trust, CCAG Limited Partnership, an Ohio limited partnership, and the Steven A. Calabrese Profit Sharing Trust, an Ohio trust (together, the “Group”), constitute a group for purposes of Schedule 13D. Mr. Osborne and Mr. Calabrese are the managing members of AMG.

Item 4. Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On December 15, 2008, the Osborne Trust requested a shareholder list from LNB for the purpose of communicating with other shareholders regarding the affairs of LNB. This request is attached as Exhibit 7.1.

As explained in the Group’s previous amendments to Schedule 13D filed with the Securities and Exchange Commission, Mr. Osborne, Mr. Calabrese and AMG designated Daniel G. Merkel and Thomas P. Perciak to the board of directors of LNB pursuant to the terms of the settlement agreement between LNB and Mr. Osborne, Mr. Calabrese and AMG dated April 18, 2008. On September 30, 2008, Mr. Osborne, Mr. Calabrese and AMG, in a letter to LNB filed as Exhibit 7.1 to the Group’s Amendment No. 9 to Schedule 13D dated September 30, 2008, irrevocably waived their right to designate nominees to LNB’s board pursuant to the settlement agreement and confirmed that Mr. Merkel and Mr. Perciak were no longer designees of AMG, Mr. Osborne and Mr. Calabrese. Subsequently, Mr. Osborne was informed that Mr. Merkel and Mr. Perciak offered to resign from LNB’s board, which resignations were not accepted by LNB due to the positive contributions of Mr. Merkel and Mr. Perciak to LNB.

As a result of the waiver of their right to designate nominees and Mr. Merkel and Mr. Perciak’s proffered (albeit not accepted) resignations, Mr. Osborne believes that the “standstill” restrictions contained in the settlement agreement have terminated pursuant to the terms of the agreement.

Item 7. Material to be Filed as Exhibits.

7.1

Letter from Richard M. Osborne Trust to LNB Bancorp, Inc. dated December 15, 2008

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: December 29, 2008



	/s/ Richard M. Osborne
	Richard M. Osborne, Individually

	Richard M. Osborne Trust
	/s/ Richard M. Osborne
	By: Richard M. Osborne, sole trustee

Page 5 of 5

EXHIBIT INDEX


Exhibit Number		Description

7.1		Letter from Richard M. Osborne Trust to LNB Bancorp, Inc. dated December 15, 2008

EX-7.1 2 l34959aexv7w1.htm EX-7.1 EX-7.1

Exhibit 7.1

RICHARD OSBORNE TRUST
8500 Station Street
Suite 113
Mentor, Ohio 44060

December 15, 2008

Via Facsimile and Certified Mail
Return Receipt Requested

LNB Bancorp, Inc.
457 Broadway
Lorain, Ohio 44052-1769


Attn:		Robert F. Heinrich 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. Heinrich:

The Richard Osborne Trust is the holder of record of 100 shares of the common stock of LNB Bancorp, Inc., an Ohio corporation (“LNB”), and the beneficial owner of 200,000 additional shares of common stock of LNB. I hereby demand a copy of the list of shareholders of LNB pursuant to the Ohio Revised Code (“ORC”).

ORC Section 1701.37(A) requires all Ohio corporations to maintain a list of shareholders showing each shareholder’s name, address and the number and class of shares issued or transferred of record to or by each such shareholder. Pursuant to Section 1701.37(C) of the ORC, the Trust is entitled to inspect the list of LNB shareholders. I hereby demand to examine the shareholder list for the purpose of obtaining the names, addresses and holdings of other shareholders with whom I may wish to communicate with regarding the affairs of LNB.

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 PVF’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 PVF’s shares, including a breakdown of any holdings in the name of CEDE & Co. and other similar nominees, and any list of non-objecting beneficial owners (NOBO) in PVF’s possession.

The Trust 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,

Richard Osborne Trust

/s/ Richard M. Osborne

By: Richard M. Osborne, Trustee

cc: Christopher J. Hubbert, Esq.