0001104659-15-046472.txt : 20150619 0001104659-15-046472.hdr.sgml : 20150619 20150619170258 ACCESSION NUMBER: 0001104659-15-046472 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150619 DATE AS OF CHANGE: 20150619 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13203 FILM NUMBER: 15942996 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Northwest Bancshares, Inc. CENTRAL INDEX KEY: 0001471265 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 100 LIBERTY STREET CITY: WARREN STATE: PA ZIP: 16365 BUSINESS PHONE: (814) 726-2140 MAIL ADDRESS: STREET 1: 100 LIBERTY STREET CITY: WARREN STATE: PA ZIP: 16365 425 1 a15-14473_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 16, 2015

 

NORTHWEST BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-34582

 

27-0950358

(State or Other Jurisdiction
of Incorporation)

 

(Commission File No.)

 

(I.R.S. Employer
Identification No.)

 

100 Liberty Street, Warren, Pennsylvania

 

16365

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (814) 726-2140

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01                                           Other Events

 

Pursuant to the Agreement and Plan of Merger by and between Northwest Bancshares, Inc. (the “Company”) and LBN Bancorp, Inc. (LNB Bancorp”), LNB Bancorp issued a press release stating that its shareholders voted to approve the previously announced merger of LNB Bancorp into the Company.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving the Company’s and LNB Bancorp’s expectations or predictions of future financial or business performance or conditions.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

 

In addition to factors previously disclosed in the Company’s and LNB Bancorp’s reports filed with the U.S. Securities and Exchange Commission and those identified elsewhere in this document, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to meet the closing conditions to the merger; delay in closing the merger; difficulties and delays in integrating LNB Bancorp business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of the Company’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

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Item 9.01.                                        Financial Statements and Exhibits

 

(a)

Financial statements of businesses acquired. Not Applicable.

 

 

(b)

Pro forma financial information. Not Applicable.

 

 

(c)

Shell company transactions: Not Applicable.

 

 

(d)

Exhibits. None.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

NORTHWEST BANCSHARES, INC.

 

 

 

 

 

DATE: June 19, 2015

By:

/s/ William W. Harvey, Jr.

 

 

William W. Harvey, Jr.

 

 

Chief Financial Officer

 

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