UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 15, 2007
(Date of report/date of earliest event reported)
LNB Bancorp, Inc.
(Exact name of registrant as specified in charter)
Ohio 0-13203 34-1406303
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
457 Broadway
Lorain, Ohio 44052-1769
(Address of principal executive offices)
(440) 244-6000
(Registrant's telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
Item 8.01. Other Events.
On January 16, 2007, LNB Bancorp, Inc. ("LNB") and Morgan Bancorp, Inc.
("Morgan") issued a joint press release announcing the execution of an Agreement
and Plan of Merger, dated as of January 15, 2007. Additionally, LNB sent a
letter dated January 16, 2007 to its shareholders regarding the agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein. A copy of the letter to the shareholders is
attached hereto as Exhibit 99.2.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
LNB and Morgan will be filing relevant documents concerning the transaction
with the Securities and Exchange Commission, including a registration statement
on Form S-4 which will include a proxy statement/prospectus. Shareholders will
be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about LNB and Morgan, at the Securities and
Exchange Commission's internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to LNB Bancorp, Inc.,
457 Broadway, Lorain, Ohio 44052, Attention: Investor Relations, (440) 244-7185,
or Morgan Bancorp, Inc., 178 West Streetsboro Street, Hudson, Ohio 44236. The
final proxy statement/prospectus will be mailed to shareholders of Morgan.
Shareholders are urged to read the proxy statement/prospectus, and other
relevant documents filed with the Securities and Exchange Commission regarding
the proposed transaction when they become available, because they will contain
important information.
The directors and executive officers of LNB and Morgan and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding LNB's directors and executive officers is
available in its proxy statement filed with the SEC on March 17, 2006.
Information regarding Morgan's directors and executive officers and other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated January 16, 2007
99.2 Shareholder Letter dated January 16, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LNB BANCORP, INC.
By: /s/ Terry M. White
------------------
Name: Terry M. White
Title: Chief Financial Officer
Date: January 16, 2007
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated January 16, 2007
99.2 Shareholder Letter dated January 16, 2007