1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-K
ANNUAL REPORT
-----------------------
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
- ---
For the fiscal year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from . . . . . . to . . . . . .
Commission file number 0-20255
-------
Mahoning National Bancorp, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-1692031
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 FEDERAL PLAZA, YOUNGSTOWN, OH 44501-0479
- -------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(330) 742-7000
--------------
(Registrant's telephone number) Securities
registered pursuant to Section 12(b) of the Act:
NONE
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE, STATED VALUE $1.00
----------------------------------------------
(Title of Class)
Indicate by check mark if disclosure of delinquent files 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.
/X/
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ----
The aggregate market value of Common Stock, No Par Value, $1 Stated
Value Per Share, held by non-affiliates on February 28, 1997, was approximately
$142,931,000
As of February 28, 1997, there were 6,300,000 shares of Common Stock,
No Par Value, $1 Stated Value Per Share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1996, are incorporated by reference into Parts I,
II, and IV.
(2) The Notice of Annual Meeting of Shareholders and Proxy Statement
relating to the 1997 Annual Meeting of Shareholders of the Corporation
is incorporated by reference into Part III.
2
Mahoning National Bancorp, Inc.
Form 10-K
PART I
ITEM 1. BUSINESS
Mahoning National Bancorp, Inc. ("the Registrant") was incorporated in
1992 under the laws of the state of Ohio as a bank holding company.
The Registrant has one wholly-owned subsidiary, The Mahoning National
Bank of Youngstown (Mahoning National), which was organized under the
laws of the State of Ohio in 1868.
The Registrant has no employees; however, as of December 31, 1996
Mahoning National employed approximately 391 full-time equivalent
employees.
The Registrant and its subsidiary do not have any banking offices in a
foreign country and with the exception of State of Israel Bonds
totaling $60 thousand, has no foreign assets, liabilities or related
income and expense for the years presented.
A description of the Registrant's business and discussion of operations
is set forth on pages 32 through 43 of the 1996 Annual Report to
Shareholders, included in this Form 10-K as Exhibit 13, and is
incorporated herein by reference.
ITEM 2. PROPERTIES
The main office of the Registrant and its sole subsidiary, Mahoning
National, is a thirteen-story office building located at 23 Federal
Plaza in Youngstown, Ohio. Mahoning National owns both the land and the
building at this location. The Registrant and Mahoning National occupy,
and use for banking business 88,343 square feet of the approximately
182,000 square feet of usable space. The remainder of the building is
leased to business and professional tenants.
The Southside branch of Mahoning National is a two-story, 5,080 square
foot office building located at 2901 Market Street, Youngstown, Ohio.
Approximately one half of the building is used for banking services
with the remainder of the building unoccupied and available for rent to
business or professional tenants. Mahoning National owns both the land
and building at this location.
The Campbell branch office of Mahoning National is located at 809
McCartney Road, Campbell, Ohio. This 3,600 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.
The South and Midlothian branch of Mahoning National is located at 525
E. Midlothian, Youngstown, Ohio. This 3,400 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.
The Kinsman branch office of Mahoning National is located at 8222 Main
Street, Kinsman, Ohio. This 4,680 square foot office is used strictly
for banking services. Mahoning National owns both the land and building
at this location.
Page 2 of 81
3
Mahoning National Bancorp, Inc.
Form 10-K
The Brookfield branch office of Mahoning National is located at 579
Bedford Road, Brookfield, Ohio. This 3,700 square foot office is used
strictly for banking services. Mahoning National owns both the land and
the building at this location.
The South & 224 branch office of Mahoning National, a 3,460 square foot
office located at 7235 South Avenue, Youngstown, Ohio is used strictly
for banking services. Mahoning National owns the building but leases
the land at this location. The lease on the land at South & 224 expires
on 05/31/04 with two 5 year options.
The Boardman branch office of Mahoning National is located at 711
Boardman-Canfield Road, Boardman, Ohio. This 3,500 square foot office
is used strictly for banking services. Mahoning National owns both the
land and building at this location.
The Canfield branch office of Mahoning National is located at 11 Manor
Hill Drive, Canfield, Ohio. This 3,100 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.
The Registrant's subsidiary, Mahoning National maintains an additional
fifteen banking offices which are located in Mahoning and Trumbull
Counties in northeastern Ohio. All of these locations are leased and
used strictly for banking services.
All of the properties owned or leased by the Registrant's subsidiary
are considered by management to be suitable and adequate for current
operations.
ITEM 3. LEGAL PROCEEDINGS
There is no pending material litigation, other than the ordinary
routine litigation incidental to the business, to which the Registrant
or its subsidiary is a party to or of which any property is subject to.
Further, there are no material proceedings to which any director,
officer or affiliate of the Registrant, or any associate of any such
director, officer or affiliate is a party adverse to the Registrant or
its subsidiary.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the
Registrant during the fourth quarter of 1996.
Page 3 of 81
4
Mahoning National Bancorp, Inc.
Form 10-K
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Market Information:
The Registrant's common stock is traded Over-The-Counter generally in
the Youngstown area. In local newspaper listings (Youngstown
Vindicator) the Registrant's common shares may be reported as Mah Nat
Bancorp.
For additional information on the Company's common stock and related
stockholder matters refer to Note-M on pages 25 and 26 of the 1996
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, included herein by reference.
The prices presented below are bid prices which represent prices
between broker-dealers and do not include retail mark-ups or mark-downs
or any commission to the broker-dealer. These prices may not reflect
prices in actual transactions.
Quarter 1996 1995
High Low High Low
1st 22.13 19.00 14.25 14.00
2nd 30.00 19.63 14.25 13.75
3rd 28.75 24.50 14.50 14.13
4th 26.25 22.50 20.00 14.50
Holders of Registrant's Stock:
At the close of business on January 31, 1997 there were approximately
1,572 stockholders of record of Mahoning National Bancorp, Inc. common
stock.
Dividend Information:
For the frequency and amount of cash dividends declared in the past two
years refer to "Market and Dividend Information" on page 1 of the 1996
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, included herein by reference. While the Company expects comparable
cash dividends will be paid in the future, they will be dependent upon
earnings, financial condition of the Company and other business
factors.
Page 4 of 81
5
Mahoning National Bancorp, Inc.
Form 10-K
The dividend payout ratio of the Registrant for the past five years
was as follows:
1996 = 30.66%
1995 = 29.09%
1994 = 29.07%
1993 = 30.38%
1992 = 34.20%
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for each of the five years in the period
ending December 31, 1996 can be found on pages 12 and 13 in the 1996
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This information is contained on pages 33 through 43 in the 1996 Annual
Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements, Notes to Consolidated Financial
Statements, and the Report of the Independent Auditors can be found on
pages 14 through 29 of the 1996 Annual Report to Shareholders, included
in this Form 10-K as Exhibit 13, incorporated herein by reference. The
report of the predecessor auditors for the two years ended December 31,
1995 is incorporated herein by reference as Exhibit 99(a) - Report of
Independent Certified Public Accountants.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
For information regarding the registrants change in accountants in 1996
refer to Form 8-K dated May 13, 1996, Change in Registrant's Certifying
Accountant.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the caption "Election of Directors and
Information with Respect to Directors and Officers" on pages 2 and 3 of
the Notice of Annual Meeting and Proxy Statement, included in this Form
10-K as Exhibit 99(b), is incorporated herein by reference.
Page 5 of 81
6
Mahoning National Bancorp, Inc.
Form 10-K
Listed below are the names, ages, positions held and terms in office
for the Registrant's executive officers and their positions held with
the sole subsidiary, The Mahoning National Bank of Youngstown. The
executive officers of the Registrant and the subsidiary serve at the
direction of the Board of Directors, and are elected annually by the
Board of Directors of the appropriate entity.
Gregory L. Ridler
Age - 50
Current Positions - Chairman of the Board, President and Chief
Executive Officer of Mahoning National Bancorp, Inc. (1992).
President and Chief Executive Officer of Mahoning National
Bank (1989).
Parker T. McHenry
Age - 63
Current Positions - Vice President of Mahoning National
Bancorp, Inc. (1992). Executive Vice President of Mahoning
National Bank (1989).
Richard E. Davies
Age - 57
Current Positions - Secretary for Mahoning National Bancorp,
Inc. (1992). Senior Vice President and Cashier for Mahoning
National Bank (1989).
Norman E. Benden, Jr.
Age - 38
Current Positions - Treasurer for Mahoning National Bancorp,
Inc. (1992). Senior Vice President and Chief Financial Officer
(1996).
Previous five year experience - Senior Vice President and
Comptroller (1994), Vice President and Comptroller for
Mahoning National Bank (1992).
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
The information pertaining to compliance with Section 16(a) of
the Securities Exchange Act of 1934 can be found on page 11 of
the Notice of Annual Meeting and Proxy Statement, included in
this Form 10-K as Exhibit 99(b), incorporated herein by
reference.
Page 6 of 81
7
Mahoning National Bancorp, Inc.
Form 10-K
ITEM 11. EXECUTIVE COMPENSATION
The information pertaining to executive compensation can be found on
pages 6 through 10 of the Notice of Annual Meeting and Proxy
Statement, included in this Form 10-K as Exhibit 99(b), incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Security ownership of certain beneficial owners.
None
(b) Security ownership of management.
The information pertaining to security ownership of management
can be found on page 4 of the Notice of Annual Meeting and
Proxy Statement, included in this Form 10-K as Exhibit 99(b),
incorporated herein by reference.
The following details the security ownership of the executive
officers of the Registrant:
Richard E. Davies - 2,396 shares of common stock
(.038% of class)
Norman E. Benden, Jr. - 3,421 shares of common stock
(.054% of class)
(c) Changes in control.
There are no contracts or arrangements known to the
Registrant, that at a subsequent date, could result in a
change in control of the Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
The information pertaining to certain relationships and related
transactions can be found under the caption "Transactions with
Management" on page 11 of the Notice of Annual Meeting and Proxy
Statement, included in this Form 10-K as Exhibit 99(b), incorporated
herein by reference.
Page 7 of 81
8
Mahoning National Bancorp, Inc.
Form 10-K
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements of
the Registrant appear on pages 14 through 29 of the
Registrant's 1996 Annual Shareholders Report, Exhibit
13 to this Form 10-K, and are incorporated herein by
reference:
Consolidated Statements of Financial Condition -
December 31, 1996 and 1995
Consolidated Statements of Income -
Three years ended December 31, 1996
Consolidated Statements of Changes in
Stockholders' Equity -
Three years ended December 31, 1996
Consolidated Statements of Cash Flows -
Three years ended December 31, 1996
Notes to Consolidated Financial Statements
Report of Independent Auditors
1a. Report of Predecessor Independent Auditors:
The report of the predecessor auditors for the two
years ended December 31, 1995 is incorporated herein
by reference as Exhibit 99(a) - Report of Independent
Certified Public Accountants.
2. Financial Statement Schedules:
Schedules normally required of Form 10-K are omitted
since the required information is not applicable, not
deemed material or is shown in the respective
consolidated financial statements or notes thereto.
(b) 1. Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant
during the fourth quarter of 1996.
(c) 1. Exhibits:
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession. Not applicable.
(3a) The Articles of Incorporation of Mahoning National
Bancorp, Inc., filed on the Registrant's Form S-4,
File # 33-45045 effective February 11, 1992, in
addition Form 8-K, dated March 21, 1995,
Certificate of Amendment by Shareholders to the
Page 8 of 81
9
Mahoning National Bancorp, Inc.
Form 10-K
Articles of Incorporation of Mahoning National
Bancorp, Inc., and Form 8-K, dated March 19,
1996, Certificate of Amendment by Shareholders
to the Articles of Incorporation of Mahoning
National Bancorp, Inc., and Amendment of Article
Fourth of the Articles of Incorporation of
Mahoning National Bancorp, Inc., is incorporated
herein by reference.
(3b) The Bylaws of Mahoning National Bancorp, Inc.,
filed on the Registrant's Form S-4, File
#33-45045 effective February 11, 1992, is
incorporated herein by reference.
(4) Instruments defining the Rights of Security
Holders, Including Indentures, filed on the
Registrant's Form S-4, File # 33-45045 effective
February 11, 1992, is incorporated herein by
reference.
(9) Voting Trust Agreement
Not applicable.
(10) Material Contracts:
(10a) The Change of Control Agreement between
Mahoning National Bancorp, Inc., and
Gregory L. Ridler - Chairman of the
Board, President and Chief Executive
Officer, filed with the Registrant's
Form 10-K dated December 31, 1992 is
incorporated herein by reference.
(10b) Lease between Manufacturer Finance
Programs Inc. and Mahoning National
Bancorp, Inc., filed with the
Registrant's Form 10-K dated December
31, 1992 is incorporated herein by
reference.
(10c) Executive Phantom Stock Bonus Plan
between The Mahoning National Bank of
Youngstown and Executive Officers -
Gregory L. Ridler, filed with the
Registrant's Form 10-K dated December
31, 1993 is incorporated herein by
reference.
(10d) Executive Phantom Stock Bonus Plan
between The Mahoning National Bank of
Youngstown and Executive Officers -
Patrick A. Sebastiano, filed with the
Registrant's Form 10-K dated December
31, 1993 is incorporated herein by
reference.
(10e) Executive Phantom Stock Bonus Plan
between The Mahoning National Bank of
Youngstown and Executive Officers -
Frank Hierro, filed with the
Page 9 of 81
10
Mahoning National Bancorp, Inc.
Form 10-K
Registrant's Form 10-K dated December
31, 1993 is incorporated herein by
reference.
(10f) Executive Phantom Stock Bonus Plan
between The Mahoning National Bank of
Youngstown and Executive Officers -
Norman E. Benden, Jr., filed with the
Registrant's Form 10-K dated December
31, 1993 is incorporated herein by
reference.
(10g) Executive Deferred Cash Bonus Plan
between The Mahoning National Bank and
Executive Officers - Parker T. McHenry,
filed with the Registrant's Form 10-K
dated December 31, 1993 is incorporated
herein by reference.
(10h) Supplemental Executive Retirement Plan
between Mahoning National Bank and
Gregory L. Ridler is incorporated herein
by reference.
(10i) Split Dollar Life Insurance Plan between
Mahoning National Bank and Gregory
Ridler is incorporated herein by
reference.
(11) Statement Regarding Computation of Per
Share Earnings.
The necessary information can be found
under Note A-12 of the Notes to the
Consolidated Financial Statements on
page 19 of the 1996 Annual Report to
Shareholders, included in this Form 10-K
as Exhibit 13, incorporated herein by
reference.
(12) Statement Regarding Computation of
Ratios.
Not applicable.
(13) 1996 Annual Report to Shareholders.
(16) Letter Regarding Change in Certifying
Accountant. Refer to Form 8-K, dated May
13, 1996, Change in Registrants
Certifying Accountant, incorporated
herein by reference.
Page 10 of 81
11
Mahoning National Bancorp, Inc.
Form 10-K
(18) Letter Regarding Change in Accounting
Principles
Not applicable.
(21) Subsidiaries of the Registrant.
(22) Published Report Regarding Matters
Submitted to Vote of Security Holders.
Not applicable.
(23) Consents of Experts and Counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
(28) Information from Reports Furnished to
State Insurance Regulatory Authorities.
Not applicable.
(99) Additional Exhibits.
(a) Report of Independent Certified
Public Accountants. Predecessor
auditors report for the two
years ended December 31, 1995.
(b) The Registrant's Notice of
Annual Meeting and Proxy
Statement dated March 18, 1997.
Page 11 of 81
12
SIGNATURES
Pursuant to the requirement 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 on the 17th day of March,
1997.
MAHONING NATIONAL BANCORP, INC.
(Registrant)
/s/ Gregory L. Ridler
-------------------------------
GREGORY L. RIDLER
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the 17th day of March, 1997.
/s/ Norman E. Benden, Jr. /s/ Gregory L. Ridler
- --------------------------------- -------------------------------------
Norman E. Benden, Jr. - Treasurer Gregory L. Ridler
(Principal Financial and Chairman of the Board,
Accounting Officer) President and Chief Executive Officer
/s/ Frank A. Kramer /s/ Warren P. Williamson, III
- --------------------------------- -------------------------------------
Frank A. Kramer - Director Warren P. Williamson, III - Director
/s/ Daniel B. Roth /s/ Dominic A. Bitonte
- ---------------------------------- -------------------------------------
Daniel B. Roth - Director Dominic A. Bitonte - Director
Page 12 of 81
13
Mahoning National Bancorp, Inc.
Form 10-K
EXHIBIT INDEX
Exhibit Page
Number
13 1996 Annual Report to Shareholders 14
21 Subsidiaries of the Registrant 63
27 Financial Data Schedule 64
99(a) Report of Independent Certified Public Accountants.
Predecessor Auditors Report for the two years ended
December 31, 1995. 65
99(b) Registrant's Notice of Annual Meeting and
Proxy Statement dated March 18, 1997 67
Page 13 of 81