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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COBANCORP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
124 Middle Avenue
Elyria, Ohio 44035
(216) 566-8200
34-1465382
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
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JOHN S. KREIGHBAUM
President
CoBancorp Inc.
124 Middle Avenue
Elyria, Ohio 44035
(216) 329-8101
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the Securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Shares,
without par value........ 150,000 shares $28.00 $4,200,000 $ 1,448.28
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<FN>
(1) Calculated on the basis of the last reported sales price on the NASDAQ
National Market System on May 16, 1994, as provided in Rule 457(c).
PAGE OF . EXHIBIT INDEX APPEARS ON SEQUENTIALLY NUMBERED PAGE .
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COBANCORP INC.
CROSS-REFERENCE SHEET
(PURSUANT TO ITEM 501 OF REGULATION S-K)
ITEM NO. LOCATION IN PROSPECTUS
------------------------------------------ ------------------------------------------
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Facing Page of Registration Statement;
Cross Reference Sheet; Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Page of
Prospectus................................ Inside Front and Outside Cover Back Cover
Pages of Prospectus; AVAILABLE
INFORMATION; INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
3. Summary Information, Risk Factors, and
Ratio of Earnings to Fixed Charges........ Not Applicable
4. Use of Proceeds........................... USE OF PROCEEDS
5. Determination of Offering Price........... Not Applicable
6. Dilution.................................. Not Applicable
7. Selling Security Holders.................. Not Applicable
8. Plan of Distribution...................... Not Applicable
9. Description of Securities to be
Registered................................ DESCRIPTION OF CAPITAL STOCK
10. Interests of Named Experts and Counsel.... LEGAL OPINION; EXPERTS
11. Material Changes.......................... INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
12. Incorporation of Certain Information by
Reference................................. INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... INDEMNIFICATION
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Dear Shareholder:
We are pleased to send you this Prospectus describing our newly adopted
Dividend Reinvestment and Stock Purchase Plan (the "Plan"), which replaces
CoBancorp Inc.'s Dividend Investment Plan. Through the Plan, you may
automatically invest cash dividends that you receive on your shares of Common
Stock, no par value (the "Common Stock"), of CoBancorp Inc. (the "Company"), as
well as optional cash payments made by you under the Plan, in additional shares
of Common Stock. The Company reserves the right to suspend, modify or terminate
the Plan at any time.
If you elect to participate in the Plan, you will enjoy the following
benefits:
- You will pay no service charges or brokerage commissions for shares of
Common Stock purchased on your behalf under the Plan.
- Your dollars will be invested in full and fractional shares to four
decimal places.
- Dividends are credited to your account on both full and fractional
shares.
- Your dividends will be invested quarterly and cash payments will be
invested monthly.
- Your recordkeeping will be simplified since you will receive a statement
each time there is activity in your account.
- The shares of Common Stock purchased on your behalf under the Plan will
be held in safekeeping until termination of your participation in the
Plan, or until you request that a certificate be issued to you.
- You may terminate your participation in the Plan at any time.
The following pages of the Prospectus provide complete details of the Plan
in simple question and answer form. We recommend that you review the description
of the Plan carefully and that you retain this Prospectus for future reference.
To enroll in the Plan, simply complete the enclosed Authorization Card and
return it in the enclosed postage-paid envelope. You may enroll in dividend
reinvestment only (partial or whole), in optional cash payments only, or in
both. If you do not participate in the Plan, you will continue to receive checks
for your dividends as they are declared and paid.
Sincerely,
John S. Kreighbaum
President & Chief Executive Officer
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PROSPECTUS
COBANCORP INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
150,000 COMMON SHARES
(WITHOUT PAR VALUE)
CoBancorp Inc. (the "Company") is offering to holders of its Common Stock,
no par value ("Common Stock"), an opportunity to invest cash dividends and
optional cash payments in Common Stock pursuant to the Dividend Reinvestment and
Stock Purchase Plan set forth herein (the "Plan"). Any holder of record of
Common Stock is eligible to participate in the Plan.
A participant in the Plan may purchase Common Stock by:
- reinvesting cash dividends on all shares of the Company held by the
participant, or
- reinvesting cash dividends on part of the shares of the Company held
by the participant (while continuing to receive cash dividends on
the other shares), and/or
- making optional cash payments of at least $30 each, with all such
cash payments not exceeding $25,000 annually, whether or not the
participant's dividends are being reinvested.
Employees of the Company or its subsidiary who are shareholders have the
additional option of utilizing payroll deductions to purchase shares of Common
Stock of the Company at then current market prices, provided that no more than a
total $25,000 in payroll deductions and optional payments may be invested by a
participating employee in any one calendar year.
Common Stock purchased under the Plan will be purchased from the Company,
on the open market, or otherwise from sources other than the Company. The price
of shares of Common Stock purchased for participants in the Plan will be the
closing sales price on the NASDAQ System as reported in THE WALL STREET JOURNAL
(or if there should be no such quote, the average of the bid and asked prices
for such stock as quoted on NASDAQ) on the dividend payment date in the case of
reinvested dividends, and on the purchase date, in the case of optional cash
payments.
Regardless of the source, participants do not pay a brokerage commission or
service charge upon the purchase of Common Stock under the Plan, and the Company
bears the cost of administering the Plan.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS, OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
The date of this Prospectus is May , 1994.
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SAVE THIS DOCUMENT. IT SETS FORTH THE TERMS OF THE PLAN AND
HOW IT OPERATES.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the
following SEC Regional Offices: 7 World Trade Center, Thirteenth Floor, New
York, New York, 10007; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies may be obtained at prescribed rates by writing to the
SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Common Stock of the Company is traded on the National Association of
Securities Dealers, Inc. Automated Quotations ("NASDAQ") National Market System.
The Company has filed with the SEC a Registration Statement on Form S-3
under the Securities Act of 1933, as amended, with respect to the Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, periodic securities reports and other information
relating to the Company filed with the SEC in accordance with the rules and
regulations of the SEC. Such information may be inspected at the public
reference facilities maintained by the SEC at the addresses indicated above.
Copies may be obtained at prescribed rates from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Statements contained
herein concerning the provisions of any documents are not necessarily complete
and, in each instance, reference is made to the complete text of such document.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC by the Company are incorporated
as of their respective dates in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (which incorporates by reference certain portions of
the 1993 Annual Report to Shareholders), filed pursuant to Section 13
of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 1993.
(c) The Company's Definitive Proxy Statement, dated March 21, 1994, in
connection with its Annual Meeting of Shareholders held on April 20,
1994.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of
the Securities Exchange Act of 1934 after the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon such person's
written or oral request, a copy of any or all of the documents described above
under "Incorporation of Certain Documents by Reference," other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests should be directed to:
CoBancorp Inc.
124 Middle Avenue
Elyria, Ohio 44035
Attention: Corporate Secretary
(216) 329-8105
(800) 522-3034 (toll free)
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THE COMPANY AND THE BANK
The Company is an Ohio corporation registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended, and was incorporated in
November, 1983. On September 8, 1984, the Company became the sole stockholder of
PREMIERBank & Trust (the "Bank") through a holding company reorganization of the
Bank, and the Bank's existing shareholders became the shareholders of the
Company. The Company's principal activity to date has consisted of owning all of
the Bank's outstanding common stock.
The Bank was organized in 1926 and engages in a full-service commercial and
consumer banking business. The Bank offers retail and wholesale banking services
including demand savings and time deposits and commercial, mortgage and
consumer/installment loans. The Bank also offers trust and investment services
to its customers. The Bank conducts its operations through its main office
located in Elyria, Ohio and through over 20 branch offices located in Crawford,
Cuyahoga, Delaware, Erie, Franklin, Huron, Lorain and Richland Counties. As an
Ohio-chartered bank and a member of the Federal Reserve System, the Bank's
deposits are insured by the Federal Deposit Insurance Corporation up to
applicable limits.
The principal executive offices of both the Company and the Bank are
located at 124 Middle Avenue, Elyria, Ohio 44035. The telephone number is (216)
329-8000 or (800) 522-3034.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
shares of Common Stock that ultimately may be sold pursuant to the Plan, or the
prices at which such shares will be sold. However, the Company proposes to use
the net proceeds from the sale of shares of Common Stock pursuant to the Plan,
when and as received, for general corporate purposes.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Company's Dividend Reinvestment and Stock Purchase Plan ("Plan") is set
forth below in question and answer format.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides holders of record of Common Stock with a simple and
convenient method of investing cash dividends and optional cash payments in
additional Common Stock without payment of any brokerage commission or service
charge. To the extent that such additional Common Stock shares are purchased
from the Company, the Company will use the additional funds for general
corporate purposes. See "Use of Proceeds" above.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
An eligible shareholder of record who wishes to participate in the Plan may
(i) have cash dividends on all of his or her shares of the Company automatically
reinvested or (ii) have cash dividends on part of his or her shares of the
Company automatically reinvested or (iii) whether or not a participant has
elected to have any such dividends automatically reinvested, invest in
additional Common Stock by making optional cash
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payments of not less than $30 per payment up to an aggregate maximum of $25,000
annually. No commission or service charge is paid by a participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because fractions of common shares (computed to four decimal places), as
well as whole common shares, will be credited to a participant's Plan account.
Dividends on common shares in a participant's Plan account, including a pro rata
dividend on fractional common shares, will be reinvested in additional Common
Stock and such Common Stock credited to a participant's Plan account. A
participant can avoid the need for safekeeping of certificates for Common Stock
credited to the participant's account under the Plan. Periodic statements of
account will provide simplified record keeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Registrar and Transfer Company ("R&T") has been designated by the Company
as its agent to administer the Plan for participants, keep records, send
statements of account to participants and perform other duties related to the
Plan. R&T will purchase shares of Common Stock from the Company or in the open
market as agent for the participants, and such shares will be registered in the
name of R&T (or its nominee), as agent for participants until such participant
terminates participation in the Plan or until a written request is received from
such participant for issuance of a stock certificate for all or a portion of
shares held by R&T for such participant, as more fully explained in Question 26.
R&T also acts as dividend disbursing agent, transfer agent, and registrar for
the Common Stock.
All correspondence concerning the Plan should be addressed to:
Registrar and Transfer Company
ATTN: Dividend Reinvestment Department
10 Commerce Drive
Cranford, New Jersey 07016
or call (800) 368-5948 (Ext. 7234)
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of Common Stock are eligible to participate in the
Plan. In order to be eligible to participate in the Plan, any shareholder whose
shares are registered in a name other than the participant's own name (for
example, in the name of a broker or bank nominee) must become a shareholder of
record by having shares transferred into the participant's own name.
5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
A holder of record of shares of Common Stock may join the Plan at any time
by completing and signing an Authorization Card and returning it to R&T.
Authorization Cards may be obtained at any time by a written request to R&T at
the address noted in Question 3. Where such shares are registered in more than
one name (I.E., joint tenants, trustees, etc.), all registered holders must
sign. Those shareholders who do not wish to participate in the Plan will
continue to receive dividends when and as declared.
If a shareholder returns a properly executed Authorization Card to R&T
without electing an investment option, such Authorization Card will be deemed to
indicate the intention of such shareholder to apply any cash dividends toward
the purchase of additional shares of Common Stock.
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6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. A shareholder of record who desires to participate in the Plan may
elect to have the cash dividends on only some of the shares of the Company owned
by the shareholder be reinvested under the Plan or may elect to make optional
cash payments towards the purchase of additional Common Stock under the Plan
without electing automatic reinvestment of the cash dividends on any of the
shares of the Company owned by the shareholder.
THE AUTHORIZATION CARD
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows each shareholder to decide the extent to
which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Card, a shareholder may choose among the following options:
If "Full Dividend Reinvestment" is elected, all the cash dividends on
all the Common Stock then or subsequently registered in a participant's
name, together with any optional cash payments, will be applied toward the
purchase of additional Common Stock.
If "Partial Dividend Reinvestment" is elected, all the cash dividends
on only the number of shares that are specified on the Authorization Card,
together with any optional cash payments, will be applied toward the
purchase of additional Common Stock.
UNDER EITHER OF THESE TWO PRECEDING ELECTIONS, ANY SUBSEQUENT
DIVIDENDS ON COMMON STOCK HELD IN THE PARTICIPANT'S PLAN ACCOUNT WILL BE
AUTOMATICALLY REINVESTED. Under the Plan, dividends will be reinvested on
a cumulative basis on the shares designated on the Authorization Card and
on all Common Stock held in the Plan account, until a participant changes
or revokes the instructions on the Authorization Card in writing, or until
the participant's participation in the Plan is terminated.
By electing either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment," a participant is automatically entitled to make optional
cash payments.
If "Optional Cash Payment Only" is elected, the Company will
distribute cash dividends on shares registered in the participant's name in
the manner requested by the participant, and any optional cash payments
received toward the purchase of additional Common Stock will be applied
toward purchase of additional shares of Common Stock pursuant to the Plan.
This option should only be elected if the participant does not elect either
"Full Dividend Reinvestment" or "Partial Dividend Reinvestment".
Cash dividends payable on all Common Stock in a participant's Plan account,
whether such shares of Common Stock were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Stock.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change investment options under the Plan at any time by
completing a new Authorization Card (obtainable upon request from R&T at the
address noted in Question 3) and returning it to R&T.
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JOINING THE PLAN
9. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
An eligible shareholder of the Company may join the Plan at any time. If
the Authorization Card is received by R&T at the address specified in Question 3
on or before the record date for a dividend payment, reinvestment of dividends
on the number of shares participating under the Plan will begin with that
dividend payment date. If the Authorization Card is received after the record
date for a dividend payment, reinvestment of dividends will begin on the
dividend payment date following the next record date, if such shareholder is
still a holder of record. All optional cash payments will be invested, following
receipt of the Authorization Card and the optional cash payment, in the manner
described in Questions 12, 13, and 14.
Dividend record dates for Common Stock and the related payment dates are
generally on or about the following dates:
RECORD DATE PAYMENT DATE
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February 18..............................................March 1
May 18....................................................June 1
August 18............................................September 1
November 18...........................................December 1
The Plan does not represent a change in the Company's dividend policy or a
guarantee of future dividends, which will continue to be determined by the Board
of Directors based upon the Company's earnings, financial condition and other
factors.
INVESTMENT DATE
10. WHAT IS THE INVESTMENT DATE?
With respect to dividends being reinvested under the Plan, "Investment
Date" means the date on which such dividends are paid. With respect to the
investment of optional cash payments under the Plan, "Investment Date" means the
dividend payment date in any month in which there is a dividend payment on the
Company's Common Stock or, if there is no dividend payment in the month, then
the first business day of such month; except, if such date falls on a Saturday,
Sunday, or legal holiday, then the Investment Date will be the preceding
business day.
PURCHASES OF COMMON STOCK UNDER THE PLAN
11. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
All Common Stock purchased under the Plan will be purchased directly from
the Company when the closing sales price per share of Common Stock reported on
the NASDAQ National Market System for the Investment Date is at or above
tangible book value per share ("Book Value"). Book Value is the Company's most
recently published quarter-end tangible book value per share for the Common
Stock. When the last closing bid per share of Common Stock for the Investment
Date is below Book Value, as determined by the Company, R&T will acquire shares
of Common Stock for the Plan in the market. Participants will be notified of
changes in the manner in which Common Stock is purchased under the Plan. In the
event the Common Stock shares will be acquired on the open market or otherwise
from sources other than the Company, R&T will acquire the Common Stock on behalf
of the participants.
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12. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?
The purchase price per share for Common Stock purchased from the Company
under the Plan with the reinvestment of cash dividends/optional cash payments
(the latter including payroll deductions by employees who are shareholders) on
the Investment Date will be the closing sales price per share of Common Stock on
the NASDAQ National Market System as reported in THE WALL STREET JOURNAL for the
Investment Date; or, if there shall be no such quote on the Investment Date,
then reference shall be made to the average of the bid and asked prices for such
stock on such date on the NASDAQ National Market System.
If there is no trading in the shares of Common Stock reported on the NASDAQ
National Market System for a significant time prior to such Investment Date, the
purchase price per share of Common Stock shall be determined by the Company on
the basis of such market quotations as are available.
The purchase price to the participant of Common Stock purchased from
sources other than the Company will be the prevailing market price if purchased
on the open market, or the weighted average price paid by the purchasing agent
in all other purchases made with respect to the applicable Investment Date if
purchased otherwise than from the Company or on the open market.
13. WHEN WILL PURCHASES BE MADE WITH REINVESTED DIVIDENDS?
Purchases of Common Stock from the Company being made with reinvested
dividends will be made on the applicable Investment Date. Purchases of Common
Stock from sources other than the Company will be made by R&T commencing as of
the applicable Investment Date and continuing over the period determined
appropriate, under the circumstances, by R&T to acquire the Common Stock, but in
all events within 30 days of the applicable Investment Date. In no event will
interest be paid on funds being held by R&T pending investment of such funds.
14. WHEN WILL PURCHASES BE MADE WITH OPTIONAL CASH PAYMENTS?
An optional cash payment will be invested under the Plan on the first
Investment Date following receipt by R&T at the address specified in Question 3
of such payment if the Common Stock is purchased from the Company. If the Common
Stock is purchased from sources other than the Company, the optional cash
payment will be invested as soon as practicable beginning on the first
Investment Date following receipt by R&T at the address specified in Question 3
of such payment, but in no event later than the second Investment Date following
receipt by R&T of such payment. No interest will be paid on optional cash
payments pending their investment.
15. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of Common Stock shares to be purchased depends on the amount of
a participant's reinvested dividend, the amount of any optional cash payments to
be invested on the Investment Date, and the purchase price of the Common Stock.
Each participant's Plan account will be credited with that number of shares of
Common Stock, including fractions computed to four decimal places, equal to the
participant's total amount to be invested divided by the purchase price per
common share.
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OPTIONAL CASH PAYMENTS
16. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?
All eligible holders of record of shares of the Company (except for brokers
and nominees), who have submitted an Authorization Card, are eligible to make
optional cash payments at any time. Optional cash payments received from a
participant will be used to purchase additional Common Stock. Cash dividends
payable on all Common Stock credited to a participant's Plan account, whether
such Common Stock shares were purchased with reinvested dividends or optional
cash payments, will be automatically reinvested in additional Common Stock.
17. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An optional cash payment may be made by a participant when joining the Plan
by enclosing a check or money order payable to Registrar & Transfer Company with
an Authorization Card returned to R&T. Thereafter optional cash payments may be
made on a monthly basis through the use of appropriate forms attached to each
participant's statement of account. There is no obligation to make additional
cash payments, nor to make all such payments in the same amount.
Each optional cash payment must be at least $30, and all such payments
cannot, in any one calendar year, exceed a total of $25,000 for any participant.
THE COMPANY WILL NOT APPROVE OPTIONAL CASH PURCHASES IN EXCESS OF THE MAXIMUM
AMOUNT SET FORTH HEREIN.
A participant may withdraw any optional cash payment by written notice
received by R&T not less than two business days before the first Investment Date
following receipt of the optional cash payment.
18. HOW DO EMPLOYEES WHO ARE SHAREHOLDERS ELECT TO PARTICIPATE THROUGH PAYROLL
DEDUCTIONS?
Full-time employees who have completed six months' consecutive employment
with the Company or any subsidiary and who are shareholders of record can
participate through payroll deductions by completing an Employee Authorization
Form and returning it to the Senior Vice President of Human Resources. Employees
may authorize payroll deductions in a specified whole-dollar amount from each
regular paycheck as follows: employees paid biweekly may have a minimum of $20
and a maximum of $1,000 deducted per pay period. Once authorized, payroll
deductions will continue until changed or terminated by the employee.
In order to commence payroll deductions, the Employee Authorization Form
must be received by the Company two weeks before the first day of the month in
which the employee wishes to commence deductions. An employee for whom payroll
deductions have already been commenced may change the amount of his deductions
by submitting to the Senior Vice President of Human Resources a new Employee
Authorization Form, or other appropriate form which may be obtained from the
Company, two weeks before the first day of the month in which the employee
wishes to have the amount changed. All deductions made before the last day of
the last full payroll period ending ten (10) days prior to the end of the month
will be invested as of such Investment Date. All deductions made after the last
day of the last full payroll period ending ten (10) days prior to the end of the
month prior to an Investment Date will be held by the Company or R&T and
invested on the next succeeding Investment Date.
NO INTEREST WILL BE PAID BY THE COMPANY OR R&T ON PAYROLL DEDUCTIONS.
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EXPENSES
19. WHAT ARE THE EXPENSES TO PARTICIPANTS IN THE PLAN?
All costs of administration of the Plan will be paid by the Company. There
are no brokerage fees or commissions charged to participants in connection with
the purchase of Common Stock shares under the Plan. Certain expenses (including
a termination fee) may also be incurred by the participant if the participant
receives a cash payment for a fraction of a common share credited to the
participant's Plan account upon the participant's withdrawal of all of the
Common Stock credited to the participant's Plan account or upon termination of
the participant's participation in the Plan (see Question 30).
FEDERAL TAX CONSEQUENCES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, a shareholder who participates in the Plan will have the same
Federal income tax consequences with respect to dividends payable on Common
Stock in a Plan account as if he or she were not a participant in the Plan. In
the case of a cash dividend, a participant will be treated for Federal income
tax purposes as having received on the dividend payment date a dividend equal to
the full amount of the dividend payable with respect to all the participant's
stock, including shares registered in his or her name and those credited to the
participant's Plan account, even if all such dividends are not received by the
participant in cash, but some instead are applied to the purchase of Common
Stock for the participant's account. In the case of Common Stock purchased from
sources other than the Company, commissions and brokerage fees paid by the
Company in connection with such purchases will be taxable income to the
participants in an amount equal to each participant's pro rata share of such
commissions and fees and will be reported as ordinary dividend income for the
calendar year by the Company with respect to each participant's Plan account.
The tax basis of Common Stock purchased from the Company with cash
dividends or optional cash payments will be the amount of the cash dividends or
optional cash payments, as the case may be. In the case of Common Stock
purchased from sources other than the Company, the tax basis will be the
purchase price of the Common Stock plus a participant's pro rata share of
commissions or brokerage fees paid by the Company in making such purchases. The
holding period for Common Stock purchased with reinvested dividends or optional
cash payments will begin on the date following the date on which the Common
Stock shares are purchased for the participant and credited to such
participant's Plan account, regardless of the source of purchase.
A participant will not realize any Federal taxable income when the
participant receives certificates for whole Common Stock shares credited to the
participant's Plan account, either upon the participant's withdrawal of some or
all of the Common Stock credited to the participant's Plan account or
termination of the participant's participation in the Plan. However, a
participant who receives, upon withdrawal of Common Stock from the Plan or
termination of the participant's participation in the Plan, a cash payment for a
fractional share of Common Stock credited to the participant's Plan account will
realize a gain or loss with respect to such fractional common share. A gain or
loss will also be realized by a participant when whole shares of Common Stock
are sold by the participant after withdrawal of such shares from the Plan
account or termination of the participant's participation in the Plan. The
amount of such gain or loss will be the difference between the amount which the
participant receives for full or fractional Common Stock and the tax basis
therefor. Any such gain or loss will be a capital gain or loss if the Common
Stock shares constitute capital assets in the hands of the participant.
9
13
PARTICIPANTS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
PARTICULAR FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES THAT MAY RESULT FROM
THEIR PARTICIPATION IN THE PLAN AND THE SUBSEQUENT SALE OR OTHER DISPOSITION OF
COMMON STOCK UNDER THE PLAN. THE INCOME TAX CONSEQUENCES OF PARTICIPANTS MAY
VARY FROM JURISDICTION TO JURISDICTION.
REPORTS TO PARTICIPANTS
21. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
Each participant in the Plan will receive a statement of account as
promptly as practicable after each purchase of Common Stock for the
participant's Plan account. These statements are a record of the date and cost
of purchases made and should be retained for income tax purposes. In addition,
each participant will receive, from time to time, copies of reports, proxy
statements, and other communications sent to holders of the Common Stock
generally.
Each participant will receive annually Internal Revenue Service information
(on Form 1099) for reporting dividend income received.
DIVIDENDS ON FRACTIONS OF SHARES
22. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes. Dividends will respect to fractional, as well as whole, shares will
be reinvested in additional Common Stock.
CERTIFICATES FOR SHARES
23. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
Common Stock credited to a participant's account in the Plan will be held
in the name of R&T or its nominee. The number of shares credited to an account
under the Plan will be shown on the participant's statement of account. This
service protects against loss, theft, or destruction of certificates. However,
certificates for whole shares will be issued to participants upon the
participant's withdrawal of such shares from the Plan account or termination of
the participant's participation in the Plan, subject to payment of the $2.50
certificate fee or $25.00 termination fee, respectively.
Common Stock credited to the account of a participant under the Plan may
not be pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign any such shares credited to
the participant's Plan account must first withdraw such shares from the Plan
account.
Certificates for fractions of shares will not be issued to participants
under any circumstances.
24. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PARTICIPANTS?
Each account under the Plan will be maintained in the name as shown on the
Authorization Card of each participant. Consequently, certificates for whole
Common Shares will be similarly registered when issued.
25. MAY A PARTICIPANT ADD SHARES TO HIS OR HER ACCOUNT BY TRANSFERRING STOCK
CERTIFICATES THAT THE PARTICIPANT POSSESSES?
Yes. For safekeeping, you may deposit certificates representing shares with
R&T, but it is not necessary to do so in order to reinvest dividends payable
with respect to shares of Common Stock represented by such
10
14
certificates. Such certificates must be presented in transferable form and must
be accompanied by a written request that the certificates be held for your
account.
WITHDRAWAL OF COMMON STOCK IN PLAN ACCOUNT
26. HOW MAY COMMON STOCK BE WITHDRAWN FROM THE PLAN ACCOUNT?
Certificates representing shares credited to a participant's Plan account
may be withdrawn by a participant by notifying R&T in writing (i) specifying the
number of shares to be withdrawn and (ii) paying a fee of $2.50 to Registrar and
Transfer Company for each certificate requested. Certificates for whole shares
of Common Stock so withdrawn will be issued to and registered in the name of the
participant. Cash in lieu of fractional shares will be paid to withdrawing
participants.
27. WILL DIVIDENDS ON COMMON STOCK WITHDRAWN FROM THE PLAN ACCOUNT CONTINUE TO
BE REINVESTED?
If the participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a participant's Plan account
will continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a participant's name are being reinvested, R&T
will continue to reinvest dividends on only the number of shares specified by
the participant on the Authorization Card (together with any other shares
acquired pursuant to the Plan and not withdrawn) unless a new Authorization Card
specifying a different number of shares is delivered.
28. MAY A PARTICIPANT REQUEST THAT SHARES HELD IN HIS OR HER ACCOUNT BE SOLD
UPON TERMINATION OF PARTICIPATION?
No. Upon termination of participation in the Plan, and following a
participant's receipt from R&T of a share certificate for the number of whole
shares in the account, an individual shareholder must make his or her own
arrangements to sell such Common Stock shares.
29. HOW DOES AN EMPLOYEE PARTICIPATING THROUGH PAYROLL DEDUCTIONS WITHDRAW FROM
THE PLAN?
In addition to the withdrawal request sent to R&T, a participating employee
who has elected payroll deductions must notify the Company in writing to
discontinue the payroll deductions sufficiently in advance of the employee's
next paycheck to allow processing. If the notice is so received by the Company,
no further payroll deductions will be made, and the accumulated amount withheld
will be paid to the employee in cash.
TERMINATION
30. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION UNDER THE PLAN?
In order to terminate participation under the Plan, a participant must
notify R&T in writing that the participant wishes to terminate. Notice of
termination must be accompanied by a termination fee of $25.00 (payable to
Registrar and Transfer Company). Such notices should be addressed to R&T at the
address set forth in Question 3 and will be effective only when received by R&T.
When a participant voluntarily terminates his or her participation in the Plan,
or if and when the participant's participation in the Plan or the Plan is
terminated by the Company, a certificate for whole Common Stock shares credited
to the participant's Plan account under the Plan will be issued, and a cash
payment will be made for any fraction of a Common Stock share.
11
15
31. WHEN MAY A PARTICIPANT WITHDRAW COMMON STOCK FROM HIS OR HER PLAN ACCOUNT OR
BE TERMINATED FROM THE PLAN?
A participant may withdraw Common Stock credited to the participant's Plan
account or terminate his or her participation under the Plan at any time. If the
request to withdraw or terminate is received by R&T prior to a dividend record
date, the withdrawal or termination will be processed as soon as practical after
receipt of the request. If the request to withdraw or terminate is received by
R&T on or after the record date for a dividend payment, the withdrawal or
termination may not be processed until shares purchased with the dividends paid
for such record date have been credited to the participant's account. Any
optional cash payment which was received prior to the request for withdrawal or
termination will be reinvested unless return of the amount is requested at the
time of the request for withdrawal or termination and such request is received
at least two business days before the next Investment Date. All subsequent
dividends will be paid to the participant in cash unless the participant
re-enrolls in the Plan. The Company reserves the right, in its sole discretion,
to terminate the Plan or any participant's account at any time.
32. MAY AN EMPLOYEE TERMINATE HIS PARTICIPATION THROUGH PAYROLL DEDUCTIONS AND
STILL REMAIN IN THE PLAN?
Yes. An employee who terminates his payroll deductions may leave his shares
in the Plan. The participant may also continue to make optional cash payments
directly to R&T.
33. MAY A PARTICIPANT RE-ENROLL IN THE PLAN AFTER HAVING PREVIOUSLY WITHDRAWN
FROM THE PLAN?
Generally, a shareholder or eligible employee may elect to re-enroll in the
Plan at any time, simply by following the same procedures described in the
answer to Question 5. However, the Company reserves the right to reject any
Authorization Card from a previous participant on grounds of excessive
enrollment and termination of participation in the Plan. Such reservation is
intended to minimize unnecessary administrative expense and to encourage use of
the Plan as a long-term shareholder investment service.
OTHER INFORMATION
34. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS THE SHARES OF THE COMPANY
REGISTERED IN SUCH PARTICIPANT'S NAME?
If a participant sells or transfers all shares of the Company registered in
the participant's name, the Company will continue to reinvest the cash dividends
on Common Stock credited to the participant's Plan account, subject to the
participant's right to withdraw Common Stock from the Plan account or terminate
participation under the Plan at any time.
35. WHAT HAPPENS IF THE COMPANY ISSUES A DIVIDEND PAYABLE IN COMMON STOCK OR
DECLARES A STOCK SPLIT?
Any dividend payable in Common Stock or split shares distributed by the
Company on Common Stock credited to a participant's Plan account will be added
to such account. Any dividend payable in Common Stock or split shares
distributed by the Company on Common Stock not in the participant's Plan account
will be transmitted directly to the Participant in the same manner as to
shareholders who are not participating in the Plan.
36. HOW WILL COMMON STOCK CREDITED TO A PARTICIPANT'S PLAN ACCOUNT BE VOTED AT
SHAREHOLDERS' MEETINGS?
For each meeting of shareholders, a participant will receive proxy material
that will enable the participant to vote both whole shares registered in the
participant's name directly and whole Common Stock shares
12
16
credited to the participant's Plan account. If a participant elects, such
participant may vote Common Stock, including all whole common shares credited to
the participant's Plan account, in person at the shareholders' meeting.
Fractional shares held in Plan accounts cannot be voted.
If no instructions are indicated on a properly signed and returned proxy
card, all of the participant's common shares -- those registered in the
participant's name and those credited to the participant's Plan account -- will
be voted in accordance with the recommendations of the Company's management.
37. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND R&T UNDER THE PLAN?
Neither the Company nor R&T shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted under the Plan nor
shall they have any duties, responsibilities, or liabilities except as expressly
set forth in the Plan. The Company and R&T will not be liable under the Plan for
any act done in good faith or for any good faith omission to act including,
without limitation, any claim of liability arising (i) out of failure to
terminate a participant's Plan account upon the participant's death or
incompetence prior to receipt of written notice of such participant's death or
incompetence, (ii) with respect to the prices at which shares are purchased for
a participant's account, (iii) with respect to the times when such purchases or
sales are made, or (iv) with respect to any fluctuation in market value of the
Company's Common Stock.
The participant should recognize that the Company and R&T cannot assure the
participant a profit or protect the participant against a loss on the Common
Stock shares purchased under the Plan.
38. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company may amend, suspend, modify, or terminate the Plan at any time,
including the period between a dividend record date and a dividend payment date.
Notice of any such amendment, suspension, modification, or termination will be
sent to all participants. Any such amendment shall conclusively be deemed to be
accepted by the participant unless, prior to the effective date of any such
amendment as set forth in the notice, R&T receives written notice of the
termination of the participant's account. Upon a termination of the Plan, any
uninvested optional cash payments will be returned, certificates for whole
common shares credited to a participant's account under the Plan will be issued,
and a cash payment will be made for any fraction of a Common Stock share
credited to a participant's account.
39. WHERE WILL NOTICES TO A PARTICIPANT BE SENT?
All notices to a participant will be addressed to the participant at the
last address of record with R&T. A participant should notify R&T in writing of
any changes of address at the address set forth in Question 3.
40. WHAT IS SUFFICIENT NOTICE TO A PARTICIPANT?
Any notice or certificate required to be given by R&T to a participant
pursuant to the Plan shall be in writing and shall be deemed to have been
sufficiently given for all purposes once deposited, postage prepaid, in a post
office letter box addressed to the participant at the participant's address as
it shall last appear on R&T records.
41. WHAT LAW GOVERNS THE PLAN?
The terms and conditions of the Plan and the operation thereof shall be
governed by and construed in accordance with the laws of the State of Ohio and
the rules and regulations of the SEC, as they may be amended from time to time.
13
17
42. WHO INTERPRETS THE PLAN?
The Company reserves the right to interpret the Plan as may be necessary or
desirable in connection with the operation of the Plan.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company is authorized to issue 5,000,000 shares of Common Stock, no par
value, of which 3,274,085 shares were issued and outstanding as of May 12, 1994.
Common Stock totalling 184,888 shares was reserved for issuance under the
Company's stock option plan as of May 20, 1994. The remaining 1,541,027 shares
are available for issuance when and as the Board of Directors of the Company
determines it to be advisable, without obtaining the prior approval of the
Company's shareholders.
The rights and privileges of the Common Stock are summarized below.
COMMON STOCK
DIVIDEND RIGHTS. The holders of the Company's Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. The Company's ability to pay dividends is
dependent on receipt of cash dividends from the Bank. Federal regulations limit
the amount of cash dividends which the Bank may pay the Company and may restrict
the amount of dividends payable by the Company.
The Board of Governors of the Federal Reserve System (the "FRB") has the
power to prohibit the payment of dividends by a bank holding company if actions
by such a company constitute an unsafe or unsound practice. The FRB has issued a
policy statement on the payment of cash dividends by bank holding companies,
which expresses the FRB's view that a bank holding company should pay cash
dividends at a rate of earning retention that is consistent with the company's
capital needs, asset quality, and overall financial condition. The FRB also
indicated that it would be inappropriate for a company experiencing serious
financial problems to borrow funds to pay dividends. FRB policy also requires
that a bank holding company serve as a source of financial strength to its
subsidiary banks by standing ready to use available resources to provide
adequate capital funds to those banks during periods of financial stress or
adversity. These policies could affect the ability of the Company to pay cash
dividends.
As a state member bank, the Bank's ability to pay dividends is also subject
to certain statutory and regulatory restrictions. The payment of dividends by
member banks of the Federal Reserve System, without prior Federal regulatory
approval, is limited to the current year's net profits as defined and the
retained net profits for the two preceding years. At April 30, 1994,
approximately $7,944,171 was available to the Bank for the payment of dividends
without prior regulatory approval.
PREEMPTIVE RIGHTS. Shareholders do not have preemptive rights to acquire
additional shares of the Company.
CLASSIFIED BOARD. The Company has a classified Board of Directors, i.e.,
the terms of a generally equal number of directors expire each year over
staggered three year terms.
VOTING RIGHTS. Holders of the Common Stock are entitled to one vote for
each share held.
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18
APPRAISAL RIGHTS. Under Ohio Law, dissenters' rights of appraisal are
available to shareholders in the case of a merger or consolidation. As a result,
shareholders of the Company may exercise rights in the event of a merger or
other similar transaction. Shareholders would have to follow a detailed set of
steps in order to perfect their dissenters' rights of appraisal.
LIQUIDATION RIGHTS. In the event of liquidation, holders of Common Stock
are entitled to receive, pro rata, all assets available for distribution after
the payment of all obligations of the Company, including any debt obligations of
the Company.
ASSESSMENT. All shares of Common Stock, including shares of Common Stock
offered hereby, are, or will be when issued and delivered, fully paid and
non-assessable.
CHANGE IN CONTROL
The following provisions of the Company's Articles of Incorporation (the
"Articles") and Ohio law might have the effect of delaying, deferring or
preventing a change in control of the Company and would operate only with
respect to an extraordinary corporate transaction, such as a merger,
reorganization, tender offer, sale or transfer of assets or liquidation
involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power of a
corporation is required to effect mergers and similar transactions, to adopt
amendments to the articles of incorporation of a corporation and to take certain
other significant actions. Although under Ohio law the articles of incorporation
of a corporation may permit such actions to be taken by a vote that is less than
two-thirds (but not less than a majority), the Company's Articles do not contain
such a provision. The two-thirds voting requirement would have the effect that
holders of in excess of one-third of the outstanding Common Stock of the Company
would be able to prevent implementation of any of the corporate actions
mentioned above.
Any merger, consolidation or acquisition of the Company that does not
receive the Board's approval would, under Article XIII, require the affirmative
approval of the holders of 75% of the issued and outstanding shares of Common
Stock and 75% of the issued and outstanding preferred shares (of which there are
none) in order to be approved. This supermajority voting requirement for merger
transactions not negotiated with Board approval renders shareholder approval of
such matters more difficult than a merger, consolidation or acquisition
negotiated with and approved by the Board.
INDEMNIFICATION
The Company's Articles authorize indemnification of officers and directors
under certain circumstances, including liabilities arising under the Securities
Act of 1993. Under the terms of the Company's directors' and officers' liability
insurance policy, directors and officers of the Company are insured against
certain liabilities, including liabilities arising under the Securities Act of
1933.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
15
19
LEGAL OPINION
The validity of the Common Stock offered hereby has been passed upon for
the Company by Francis X. Grady, of Counsel to Seeley, Savidge and Aussem, 800
Bank One Center, 600 Superior Avenue, Cleveland, Ohio 44114.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K incorporated by reference in this
Prospectus have been audited by Ernst & Young, independent auditors, as set
forth and to the extent indicated in their reports thereon included therein and
incorporated herein by reference.
16
20
- - ------------------------------------------------------
- - ------------------------------------------------------
PROSPECTUS
TABLE OF CONTENTS
PAGE
----
Available Information................... 2
Incorporation of Certain Documents
by Reference.......................... 2
The Company and the Bank................ 3
Use of Proceeds......................... 3
Dividend Reinvestment and Stock
Purchase Plan......................... 3
Purpose............................ 3
Advantages......................... 3
Administration..................... 4
Participation...................... 4
The Authorization Card............. 5
Joining the Plan................... 6
Investment Date.................... 6
Purchases of Common Stock
Under the Plan................... 6
Optional Cash Payments............. 8
Expenses........................... 9
Federal Tax Consequences........... 9
Reports to Participants............ 10
Dividends on Fractions of Shares... 10
Certificates for Shares............ 10
Withdrawal of Common Stock in
Plan Account..................... 11
Termination........................ 11
Other Information.................. 12
Description of Capital Stock............ 14
Indemnification......................... 15
Legal Opinion........................... 16
Experts................................. 16
- - ------------------------------------------------------
- - ------------------------------------------------------
- - ------------------------------------------------------
- - ------------------------------------------------------
COBANCORP INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
--------------------
PROSPECTUS
--------------------
ADDRESS:
124 MIDDLE AVENUE
ELYRIA, OHIO 44035
DATE: , 1994
- - ------------------------------------------------------
- - ------------------------------------------------------
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be incurred in connection with the issuance and distribution
of the shares of Common Stock being offered hereby payable by the Registrant
are estimated as follows:
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,448.28
Printing and Engraving Costs . . . . . . . . . . . . . . . . . . . . . . 2,000.00
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . . . . . . . . 11,500.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . 500.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . .. - 0 -
NASD Filing Fee for Listing of Additional Shares . . . . . . . . . . . . . 3,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000.00
=========
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,148.28
Item 15. Indemnification of Directors and Officers.
Section 1701.13 of the Ohio Revised Code generally permits indemnification of
any director, officer or employee with respect to any proceeding against any
such person provided that: (a) such person acted in good faith, (b) such
person reasonably believed that the conduct was in or not opposed to the best
interests of the corporation, and (c) in the case of criminal proceedings, such
person had no reasonable cause to believe that the conduct was unlawful.
Indemnification may be made against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by such
person in connection with the proceeding; provided, however, that if the
proceeding is one by or in the right of the corporation, indemnification may be
made only against reasonable expenses (including attorneys' fees) and may not
be made with respect to any proceeding in which the director, officer or
employee has been adjudged to be liable to the corporation, except to the
extent that the court in which the proceeding was brought shall determine, upon
application, that such person is, in view of all the circumstances, entitled to
indemnity for such expenses as the court shall deem proper. The termination of
any proceeding by the judgment, order, settlement, conviction or upon a plea of
NOLO CONTENDERE or its equivalent does not, of itself, create a presumption
that the director, officer or employee did not meet the standard of conduct
required for indemnification to be permitted.
Section 1701.13 of the General Corporation Law of the State of Ohio further
provides that indemnification thereunder may not be made by the corporation
unless authorized after a determination has been made that such indemnification
is proper, with that determination to be made (a) by the Board of Directors by
a majority vote of a quorum consisting of directors not parties to the
proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, but
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, (c) by the shareholders; or (d) by the court in which the
proceeding was brought.
Finally, Section 1701.13 of the General Corporation Law of the State of Ohio
provides that indemnification provided by that Section is not exclusive of any
other rights to which those seeking indemnification may be entitled under the
Articles of Incorporation or Code of Regulations or any agreement, vote of
shareholders or disinterested directors or otherwise.
Currently the Articles of Incorporation of CoBancorp Inc. provide
indemnification for any shareholder, officer or director of the Company in
actions against such a person if he acts in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. The provisions further
provide procedures and standards for determining when indemnification is
proper, but do not set forth provisions with respect to advancement of
expenses. The indemnification currently provided to the directors and officers
of CoBancorp Inc. is not the maximum permitted by law and does not
differentiate between a third party action, which requires a lower standard of
care to be entitled to indemnification, and a derivative action, which has a
higher standard of care. Additionally, indemnification is extended to
shareholders and there is no
22
basis in the Ohio Revised Code for providing such indemnification.
CoBancorp Inc. maintains insurance on behalf of any person who is or was a
director or officer against any loss arising from any claim asserted against
him in any such capacity, subject to certain exclusions. CoBancorp Inc. also
maintains fiduciary liability insurance on behalf of any person involved in the
management or administration of any employee benefit plan maintained by
CoBancorp Inc.
Item 16. Exhibits
3.1 Amended and Restated Articles of Incorporation of CoBancorp Inc.
3.2 Code of Regulations of CoBancorp Inc.
4 Instruments defining the rights of security holders including indentures . . . . . (See Exhibits
3.1 and 3.2)
4.1 Dividend Reinvestment and Stock Purchase Plan . . . . . . . . . . . . (Contained as part of the
Prospectus included herein)
5 Opinion regarding Legality
23.1 Consent of Counsel
23.2 Consent of Experts
24.1 Power of Attorney
24.2 Certified Resolutions of Board of Directors of CoBancorp Inc.
99 Additional Exhibits
99.1 Letter to Shareholders
99.2 Authorization Card
Item 17. Undertakings
The undersigned registrant hereby undertakes (i) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement, (ii)
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof, and (iii) to remove from registration by means of a post-effective
amendment to this Registration Statement any of the securities being registered
which remain unsold at the termination of the offering.
23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Elyria, State of Ohio, on May 19, 1994.
COBANCORP INC.
(Registrant)
By: /s/John S. Kreighbaum
--------------------------
John S. Kreighbaum
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/John S. Kreighbaum Date: May 19, 1994
- - ------------------------------------------------------------
John S. Kreighbaum
President & Chief Executive Officer and Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Robert T. Bowman
Chairman of the Board
/s/Timothy W. Esson Date: May 19, 1994
- - ------------------------------------------------------------
Timothy W. Esson
Treasurer
* Date: May 19, 1994
- - ------------------------------------------------------------
Garis F. Distelhorst
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Richard J. Stewart
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Richard A. Van Auken
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Thomas E. Haywood
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Larry D. Jones
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Maureen M. Cromling
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Anthony E. Szambecki
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Theodore S. Altfeld
Director
24
* Date: May 19, 1994
- - ------------------------------------------------------------
Robert S. Cook
Director
* Date: May 19, 1994
- - ------------------------------------------------------------
Michael B. Duffin
Director
Date: May 19, 1994
- - ------------------------------------------------------------
James N. Johnson
Director
* By: /s/John S. Kreighbaum
---------------------------------------
John S. Kreighbaum
Attorney-in-Fact
25
EXHIBIT INDEX
-------------
The following Exhibits are filed in connection with the Registration Statement
of CoBancorp Inc. on Form S-3, pursuant to the requirements of Item 601 of
Regulation S-K:
Exhibit
No. Exhibit Page No.
- - ------- ------- -------
3.1 Amended and Restated Articles of Incorporation Incorporated herein by
of CoBancorp Inc. reference to Exhibit 3
to the Form 10-K of the
Registrant for the year
ended December 31, 1984
3.2 Code of Regulations of CoBancorp Inc. Incorporated herein by
reference to Exhibit 3
to the Form 10-K of the
Registrant for the year
ended December 31, 1984
4 Instruments defining the rights of security holders
including indentures (See Exhibits 3.1
and 3.2)
4.1 Dividend Reinvestment and Stock Purchase Plan (Contained as part
of the Prospectus
included herein)
5 Opinion regarding Legality
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23.1 Consent of Counsel
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23.2 Consent of Experts
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24.1 Power of Attorney
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24.2 Certified Resolutions of Board of
Directors of CoBancorp Inc. --------
99 Additional Exhibits
99.1 Letter to Shareholders
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99.2 Authorization Card
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