SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment 1)
Annual Report Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file
December 31, 2002 number 0-13203
LNB Bancorp, Inc.
(Exact name of the registrant as specified in its Charter)
Ohio 34-1406303
(State of incorporation) (I.R.S. Employer Identification No.)
457 Broadway, Lorain, Ohio 44052-1769
(Address of principal executive offices) (Zip Code)
(440) 244 - 6000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.00 NASDAQ - National Market
Per Share
Preferred Share Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2)
Yes [X] No [ ]
The aggregate market value of the voting common stock held by non-affiliates
of the Registrant at June 28, 2002 was approximately $86,167,000.
The number of shares of Registrant's Common Stock outstanding on February 28,
2003 was 4,401,232.
1
EXPLANATORY NOTES
The registrant is amending the cover page of its Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for
the fiscal year ended December 31, 2002 for the purpose of:
(i) providing the information required by Form 10-K that it is an
accelerated filer (as defined in Exchange Act Rule 12b-2); and
(ii) providing the information required by Form 10-K as to the aggregate
market value of the voting and non-voting common equity held by non-
affiliates as of last day of the registrant's most recently
completed second fiscal quarter, namely June 28, 2002;
(iii) providing for disclosure under Item 101 Description of Business
certain information regarding registrant's web address and the
availability information regarding the registrant as required by
Item 101(e) of Regulation S-K.; and
The registrant is amending Part I of its Annual Report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for
the fiscal year ended December 31, 2002 for the purpose of:
(iv) provide for an addition to the list of registrant's executive
officers in Part I, in compliance with the requirements of Item
401(b)(2) of Regulation S-K, and General Instruction G of Form 10-K.
INTERNET ACCESS TO OUR SEC FILINGS
Our internet address is www.4LNB.com. We make our annual report on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K,
including amendments to those reports, available on or through our web site,
free of charge, as soon as reasonably practicable after they are filed with,
or furnished to, the SEC.
ADDITION TO THE LIST OF THE REGISTRANT'S EXECUTIVE OFFICERS
EXECUTIVE OFFICERS OF THE REGISTRANT
CURRENT POSITION AND EXECUTIVE
PRINCIPAL OCCUPATION OFFICER
NAME(AGE) DURING PAST 5 YEARS SINCE
Terry M. White Executive Vice President and 2002
(45) Chief Investment Officer (2002 to present)
LNB Bancorp, Inc. and
Lorain National Bank
Senior Vice President (2000 - 2002)
Austin Associates LLC
Executive Vice President,
Chief Financial Officer,
Treasurer, Secretary and
Chief Operating Officer (1993 - 2000)
Lakeland Financial Corporation
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LNB Bancorp, Inc.
(Registrant)
By /s/Gregory D. Friedman
------------------------
Gregory D. Friedman
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
Dated March 27, 2003
3
Certifications
I, Gary C. Smith, President and Chief Executive Officer of LNB Bancorp,
Inc., certify that:
1. I, have reviewed this annual report on Form 10-K/A of LNB Bancorp,
Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
4
and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date March 27, 2003
----------------------
By /s/Gary C. Smith
----------------------
Gary C. Smith,
President and
Chief Executive Officer
5
I, Gregory D. Friedman, Executive Vice President, Chief Financial Officer
and Corporate Secretary of LNB Bancorp, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of LNB Bancorp,
Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and
6
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date March 27 , 2003
----------------------------
By /s/Gregory D. Friedman
----------------------------
Gregory D. Friedman,
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
7
S-K
Reference Page
Number Exhibit Number
(99.1) Certification pursuant to 18 U.S.C. section 1350, as N/A
enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
(99.2) Certification pursuant to 18 U.S.C. section 1350, as N/A
enacted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.