1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT
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(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
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For the fiscal year ended December 31, 1997
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from to
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Commission file number 0-20255
Mahoning National Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
OHIO 34-1692031
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 FEDERAL PLAZA, YOUNGSTOWN, OH 44501-0479
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(Address of principal executive offices) (Zip Code)
(330) 742-7000
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(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE, STATED VALUE $1.00
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(Title of Class)
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. /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
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The aggregate market value of Common Stock, No Par Value, $1 Stated
Value Per Share, held by non-affiliates on February 28, 1998, was approximately
$233,100,000.
As of February 28, 1998, there were 6,300,000 shares of Common Stock,
No Par Value, $1 Stated Value Per Share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1997, are incorporated by reference into Parts I, II,
and IV.
(2) The Notice of Annual Meeting of Shareholders and Proxy Statement relating
to the 1998 Annual Meeting of Shareholders of the Corporation on March 17,
1998, is incorporated by reference into Part III.
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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, 1997 Mahoning
National employed approximately 388 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 1997 Annual Report to Shareholders,
included in this Form 10-K as Exhibit 13, and is incorporated herein by
reference.
The following additional financial information as required under Guide 3
disclosure is included in this Form 10-K and is incorporated herein by
reference:
Items I, II, IV, V - the information required is contained in Management's
Discussion and Analysis on pages 33 through 43 in the 1997 Annual Report to
Shareholders, included in this Form 10-K as Exhibit 13, incorporated herein
by reference.
Item III - the information required is contained in Management's Discussion
and Analysis on pages 34 through 37 in the 1997 Annual Report to
Shareholders, included in this Form 10-K as Exhibit 13, incorporated herein
by reference. Potential problem loans at December 31, 1997, that were not
disclosed as nonaccrual, accruing loans 90 days or more past due or
troubled debt restructurings totaled $2.444 million. These loans represent
borrowers with possible credit problems that may effect the ability of the
borrowers to comply with the present loan repayment terms and result in the
disclosure of such loans pursuant to Item III. C.1. All interest bearing
assets have been disclosed as required under Item III. C.1. or 2.
Item VI - the information required can be found on page 13 of the 1997
Annual Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.
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Mahoning National Bancorp, Inc.
Form 10-K
Item VII - the information required can be found on page 14 Consolidated
Statements of Financial Condition, for year end balances, and on page 23,
Note H - Short Term Borrowings, of the 1997 Annual Report to Shareholders,
included in this Form 10-K as Exhibit 13, 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.
In January 1998 the Company consolidated its Southside branch office into
the South and Midlothian branch office at 525 E. Midlothian Boulevard,
Youngstown, Ohio. The Southside office building, a two-story, 5,080 square
foot office building located at 2901 Market Street, Youngstown Ohio was
sold to a local real-estate management company.
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.
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
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Mahoning National Bancorp, Inc.
Form 10-K
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 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Market Information:
The Company's common shares were traded Over-The-Counter, generally in the
Youngstown area in 1997 and 1996. Effective January 5, 1998, the Company's
common shares were listed on The NASDAQ National Market System under the
symbol "MGNB". Currently the following five brokerage firms serve as market
makers for the Company's common stock: McDonald & Company Securities, Inc.,
The Ohio Company, Sandler O'Neill & Partners, L.P., F. J. Morrissey & Co.,
Inc. and Everen Securities, Inc.
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.
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Mahoning National Bancorp, Inc.
Form 10-K
Quarter 1997 1996
High Low High Low
1st 22.75 21.50 21.13 19.00
2nd 22.50 21.50 25.50 20.75
3rd 26.25 22.50 26.25 24.50
4th 33.00 26.00 25.50 22.50
For additional information on the Company's common stock and related
stockholder matters refer to Note-M on pages 25 and 26 of the 1997 Annual
Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.
Holders of Registrant's Stock:
At the close of business on January 31, 1998 there were approximately 1,608
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 "Common Share Information" on page 1 of the 1997 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.
The dividend payout ratio of the Registrant for the past five years
was as follows:
1997 = 33.59%
1996 = 30.66%
1995 = 29.09%
1994 = 29.07%
1993 = 30.38%
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for each of the five years in the period
ending December 31, 1997 can be found on pages 12 and 13 in the 1997
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 1997
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference.
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Mahoning National Bancorp, Inc.
Form 10-K
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the Company's asset/liability management process
is to maximize profits through management of the pricing and mix of assets
and liabilities, while achieving acceptable levels of interest rate risk
and liquidity risk and providing for adequate capitalization. Due to the
fact that the assets and liabilities of a financial institution are
monetary in nature, changes in interest rates and monetary or fiscal policy
affect its financial condition and have potentially the greatest impact on
the net income of the Company. The Company's asset/liability management
program is designed to minimize the impact of sudden and sustained changes
in interest rates on the net present value (NPV) of equity and net interest
income.
The Company's primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risk. All of the Company's transactions are
denominated in U.S. dollars with no specific foreign exchange exposure. The
Company has minimal agricultural loan assets and therefore would not have a
specific exposure to changes in commodity prices. The Company has no market
risk sensitive instruments held for trading purposes.
As part of its effort to monitor and manage interest rate risk the Company
uses simulation analysis and net present value analysis. The simulation
analysis monitors interest rate risk through the impact changes in interest
rates can have on net income. At December 31, 1997, the Company analyzed
the effect of a presumed 100 and 200 basis point increase and decrease in
interest rates through its simulation analysis. The results indicated no
significant impact on net interest income for 1998, and were within the
five percent (5%) of net interest income guidelines established by the
Company. While the results of the simulation indicated no significant
impact on net interest income over the next twelve months, they did
indicate the Company to be negatively impacted by rising interest rates and
positively impacted by falling interest rates due to the liability
sensitive nature of the balance sheet.
The NPV analysis is used to measure the Company's interest rate risk by
computing estimated changes in NPV of its cash flows from assets,
liabilities and off-balance sheet items in the event of a range of assumed
changes in market interest rates. NPV represents the market value of equity
and is equal to the market value of assets minus the market value of
liabilities, with adjustments made for off-balance sheet items. This
analysis assesses the risk of loss in market risk sensitive instruments in
the event of a sudden and sustained 100 to 200 basis point increase or
decrease in market interest rates. The Board of Directors has adopted an
interest rate risk policy which establishes maximum changes in the NPV of
20% in the event of a sudden and sustained 100 to 200 basis point increase
or decrease in market interest rates. The following table presents the
Company's projected change in NPV for the various rate shock levels at
December 31, 1997. All market risk sensitive instruments presented in this
table are
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Mahoning National Bancorp, Inc.
Form 10-K
held to maturity or available for sale. The Company has no trading
securities.
Changes In
Interest Rate Change In % Change NPV of Equity/
(basis points) NPV of Equity In NPV NPV of Assets
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-200 $ 14,969 17.29% 12.47%
-100 8,853 10.23 11.82
0 2,852 3.29 11.18
+100 (3,038) (3.51) 10.53
+200 (8,819) (10.19) 9.89
The above table indicates that at December 31, 1997, in the event of a
sudden and sustained increase in prevailing market interest rates, the
Company's NPV would be expected to decrease, and that in the event of a
sudden and sustained decrease in prevailing market interest rates, the
Company's NPV would be expected to increase. At December 31, 1997, the
Company's estimated changes in NPV were within the targets established by
the Board of Directors.
As with any method of measuring interest rate risk, certain shortcomings
are inherent in the NPV approach. For example, although certain assets and
liabilities may have similar maturities or periods of repricing, they may
react in different degrees to changes in market interest rates. Also, as a
result of competition, the interest rates on certain assets and liabilities
may fluctuate in advance of changes in market interest rates, while
interest rates on other types of assets and liabilities may lag behind
changes in market rates. In the event of a change in interest rates,
expected rates of repayment on assets and early withdrawal levels from
certificates of deposit would likely deviate from those scheduled. In
addition, the proportion of adjustable-rate loans in the Bank's portfolio
could decrease in future periods if market interest rates remain at or
decrease below current levels due to refinance activity. Further, in the
event of a change in interest rates, prepayment and early withdrawal levels
would likely deviate from those assumed in the table. Finally, the ability
of many borrowers to repay their adjustable-rate debt may decrease in the
event of an increase in interest rates.
In order to minimize the potential for adverse effects of material and
prolonged increases in interest rates on the Company's results of
operations, management has implemented and continues to monitor asset and
liability management strategies to better match the maturities and
repricing terms of the Company's interest-earning assets and
interest-bearing liabilities. These strategies include: (1) emphasizing the
origination of adjustable-rate mortgage loans ("ARMs"); and (2) selling a
portion of its fixed-rate residential mortgage loan originations with
servicing retained.
Deposits, which are the Company's primary funding source, are priced based
upon competitive factors and the availability of prudent lending
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Mahoning National Bancorp, Inc.
Form 10-K
and investment opportunities. Pursuant to this strategy, the Company has
generally not offered the highest rates available in its deposit market
except upon specific occasions and for specific products, to control
deposit flow or when market conditions have created opportunities to
attract longer-term deposits at favorable rates. In addition, the Company
does not pursue an aggressive growth strategy which would force the Company
to focus exclusively on competitors' rates rather than deposit
affordability. This policy has assisted the Company in controlling its cost
of funds. The Company has also adopted a strategy of emphasizing
transaction deposit account growth as these products are less susceptible
to repricing in a rising interest rate environment.
An additional source of liquidity is derived from the Federal Home Loan
Bank of Cincinnati (FHLB). The FHLB provides short term funding
alternatives, with an available line of credit of $52.138 million at
December 31, 1997, and funding for one-to-four family residential mortgage
loans and allows the Company to better manage its interest rate risk.
A derivative financial instrument includes futures, forwards, interest rate
swaps, option contracts and other financial instruments with similar
characteristics. The Company has not purchased derivative financial
instruments in the past and does not presently intend to purchase such
instruments in the near future. However, the Company is party to financial
instruments with off-balance sheet risk in the normal course of business to
meet the financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit. These
instruments involve to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the consolidated balance
sheets. The commitments to extend credit generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since
some of these commitments may not be utilized, or utilized in amounts less
than the total committed, the total commitment amounts do not necessarily
represent future cash requirements. The majority of the unfunded
commitments at December 31, 1997 ($153.115 million) are variable rate
commitments, with approximately 20% or $31 million having fixed rates.
Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party up to a
stipulated amount and with specified terms and conditions.
The Company's exposure to interest rate risk is reviewed on a quarterly
basis by the Board of Directors and the ALCO. If estimated changes to NPV
and net interest income are not within the limits established by the Board,
the Board may direct management to adjust its asset and liability mix to
bring interest rate risk within board-approved limits.
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Mahoning National Bancorp, Inc.
Form 10-K
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements, Notes to Consolidated Financial
Statements, and the Report of Independent Auditors can be found on pages 14
through 29 of the 1997 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 year 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.
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 - 51
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 - 64
Current Positions - Vice President of Mahoning National Bancorp,
Inc. (1992). Executive Vice President of Mahoning National Bank
(1989).
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Mahoning National Bancorp, Inc.
Form 10-K
Richard E. Davies
Age - 58
Current Positions - Secretary for Mahoning National Bancorp, Inc.
(1992). Senior Vice President and Cashier for Mahoning National Bank
(1989).
Norman E. Benden, Jr.
Age - 39
Current Positions - Treasurer for Mahoning National Bancorp, Inc.
(1992). Senior Vice President and Chief Financial Officer of Mahoning
National Bank(1996).
Previous five year experience - Senior Vice
President and Comptroller of Mahoning National Bank (1994), Vice
President and Comptroller of 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.
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 - 3,145 shares of common stock
(.050% of class)
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Mahoning National Bancorp, Inc.
Form 10-K
Norman E. Benden, Jr. - 3,459 shares of common stock
(.055% 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.
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 1997 Annual
Report to Shareholders, Exhibit 13 to this Form 10-K, and are
incorporated herein by reference:
Consolidated Statements of Financial Condition -
December 31, 1997 and 1996
Consolidated Statements of Income -
Three years ended December 31, 1997
Consolidated Statements of Changes in
Stockholders' Equity -
Three years ended December 31, 1997
Consolidated Statements of Cash Flows -
Three years ended December 31, 1997
Notes to Consolidated Financial Statements
Report of Independent Auditors
1a. Report of Predecessor Independent Auditors:
The report of the predecessor auditors for the year 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.
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Mahoning National Bancorp, Inc.
Form 10-K
(b) 1. Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the
fourth quarter of 1997. On January 2, 1998, the Registrant filed
a report on Form 8-K which announced that the Registrant,
Mahoning National Bancorp, Inc. had listed its shares of common
stock on the NASDAQ National Market System. The common stock will
trade under the symbol "MGNB".
(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 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) Change-In-Control Protective Agreement between
Mahoning National Bancorp, Inc., and Norman E.
Benden, Jr. - Treasurer (Mahoning National
Bancorp, Inc.), Senior Vice President and Chief
Financial Officer (Mahoning National Bank of
Youngstown), filed with the
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Mahoning National Bancorp, Inc.
Form 10-K
Registrant's Form 10-Q dated June 30, 1997,
is incorporated herein by reference.
(10b) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Richard E. Davies - Secretary (Mahoning
National Bancorp, Inc.), Senior Vice
President and Cashier (Mahoning National
Bank of Youngstown), filed with the
Registrant's Form 10-Q dated June 30, 1997,
is incorporated herein by reference.
(10c) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Parker T. McHenry - Vice President (Mahoning
National Bancorp, Inc.), Executive Vice
President (Mahoning National Bank of
Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.
(10d) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Gregory L. Ridler - Chairman of the Board,
President and Chief Executive Officer
(Mahoning National Bancorp, Inc.), President
and Chief Executive Officer (Mahoning
National Bank of Youngstown), filed with the
Registrant's Form 10-Q dated June 30, 1997,
is incorporated herein by reference.
(10e) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Karen R. DeSalvo - Assistant Vice President
- Marketing (Mahoning National Bank of
Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.
(10f) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Frank Hierro - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.
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Mahoning National Bancorp, Inc.
Form 10-K
(10g) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Dexter Hollen - Vice President and
Compliance Officer (Mahoning National Bank
of Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.
(10h) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
John R. Lewis - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.
(10i) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
J. David Sabine - Senior Vice President and
Senior Trust Officer (Mahoning National Bank
of Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.
(10j) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
David E. Westerburg - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.
(10k) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Donna J. Mowrey - Assistant Vice President
Human Resources (Mahoning National Bank of
Youngstown), included in this form as
Exhibit 10(k), is incorporated herein by
reference.
(10l) Supplemental Executive Retirement Plan
between Mahoning National Bank of Youngstown
and Gregory L. Ridler, originally filed with
the Registrant's Form 10-K dated December
31, 1995, was amended and refiled with the
Registrant's Form 10-Q dated June 30, 1997,
and is incorporated herein by reference.
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Form 10-K
(10m) Split Dollar Life Insurance Plan between
Mahoning National Bank and Gregory L. Ridler
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.
(10n) Executive Phantom Stock Bonus Plan between
The Mahoning National Bank of Youngstown and
Norman E. Benden, Jr., filed with the
Registrant's Form 10-Q dated September 30,
1997, is incorporated herein by reference.
(10o) Executive Phantom Stock Bonus Plan between
The Mahoning National Bank of Youngstown and
Frank Hierro, filed with the Registrant's
Form 10-Q dated September 30, 1997, is
incorporated herein by reference.
(10p) Executive Phantom Stock Bonus Plan between
The Mahoning National Bank of Youngstown and
Gregory L. Ridler, filed with the
Registrant's Form 10-Q dated September 30,
1997, is incorporated herein by reference.
(10q) Executive Phantom Stock Bonus Plan between
The Mahoning National Bank of Youngstown and
David E. Westerburg, filed with the
Registrant's Form 10-Q dated September 30,
1997, is incorporated herein by reference.
(10r) Executive Deferred Cash Bonus Plan between
The Mahoning National Bank of Youngstown and
Parker T. McHenry, filed with the
Registrant's Form 10-Q dated September 30,
1997, 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 Consolidated
Financial Statements on page 19 of the 1997
Annual Report to Shareholders, included in
this Form 10-K as Exhibit 13, incorporated
herein by reference.
16
Mahoning National Bancorp, Inc.
Form 10-K
(12) Statement Regarding Computation of Ratios.
Not applicable.
(13) 1997 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.
(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 year ended
December 31, 1995.
(b) The Registrant's Notice of Annual
Meeting and Proxy Statement dated
March 17, 1998.
17
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,
1998.
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, 1998.
/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/ Charles J. McCrudden, Jr.
- ----------------------------------- --------------------------------------
Daniel B. Roth - Director Charles J. McCrudden, Jr.- Director
18
Mahoning National Bancorp, Inc.
Form 10-K
EXHIBIT INDEX
Exhibit
Number
10(k) Change-In-Control Protective Agreement-Donna J. Mowrey
13 1997 Annual Report to Shareholders
21 Subsidiaries of the Registrant
27 Financial Data Schedule
99(a) Report of Independent Certified Public Accountants. Predecessor
Auditors Report for the year ended December 31, 1995.
99(b) Registrant's Notice of Annual Meeting and Proxy Statement dated March
17, 1998