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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark one)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from .................. to ..................
Commission File No. 333-88863
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OHIO LEGACY CORP
---------------------------------
(Name of small business issuer in its charter)
Ohio 034-1903890
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
132 East Liberty Street, Wooster, Ohio 44691
- -------------------------------------- -----
(Address of principal executive offices) (Zip code)
(330) 263-1955
-----------------------
(Issuer's telephone number including area code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock no par value
-------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
The issuer has no gross revenues for its most recent fiscal year.
There was no voting stock held by non-affiliates of the issuer as of March 20,
2000. As of the said date, the issuer had 135 shares of common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
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PART I
ITEM I. DESCRIPTION OF BUSINESS
GENERAL
Ohio Legacy Corp ("Company"), an Ohio corporation, was incorporated in July
1999. From the date of inception through December 1999, the Company conducted no
business other than matters incidental to the organization of the business. On
December 17, 1999, the Company commenced an initial public offering of a minimum
of 900,000 shares and a maximum of 1,200,000 shares of common stock pursuant to
a Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission ("SEC") in October 1999. The purpose of the offering is to fund the
start-up of a community bank, Ohio Legacy Bank, with banking operations
initially to be located in Wayne and Stark County, Ohio. The offering was
originally scheduled to conclude on February 14, 2000 but was extended until
April 14, 2000. From the proceeds of the offering, which are expected to be
between $8,350,000 and $11,140,000 after sales agent commissions and offering
expenses, between $7,350,000 and $10,140,000 will be used to capitalize Ohio
Legacy Bank. The Company currently maintains its offices at 132 East Liberty
Street, Wooster, Ohio 44691. The Company's telephone number is (330) 263-1955.
The registration of the logos of both the Company and Ohio Legacy Bank as
trademarks has been applied for through the Patent Trademark Office. As of the
filing of this document, registration has not been received.
It is anticipated that when Ohio Legacy Bank opens for business, it will employ
approximately fifteen full-time employees and five part-time employees.
Initially, the executive officers of Ohio Legacy Bank will consist of two
persons, the Chief Executive Officer and President and the Senior Vice-President
of Lending and President of the Stark County Division. The remaining employees
will provide personal banking services to customers and staff support in the
areas of accounting, lending and operations. Other non-banking services such as
data processing, compliance and internal audit will be outsourced to companies
specializing in these areas.
COMPETITION
Two primary service areas will be served by Ohio Legacy Bank - Wayne and Stark
County, Ohio. These primary service areas, which are currently being served by
13 financial institutions, represent the geographic areas from which each office
is expected to generate approximately 75.0 percent of its business.
The statistical data below is publicly available and was provided by Sheshonoff
Data Information Services.
WAYNE COUNTY AND WOOSTER. As of June 30, 1998, the primary service area of Wayne
County was served by 19 financial institution offices, 17 of which were bank or
savings and loan offices. Total deposits in Wooster increased by 17.2 percent or
$124.5 million, between June 30, 1996 and June 30, 1998. Deposits from June 1997
to June 1998 increased by nearly 15.0 percent or $110.0 million.
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It is important to note some of the competitive changes that have occurred in
Wooster since June 1998. The most significant change was the acquisition of
Signal Bank by FirstMerit, which affected nearly $417.0 million in deposits in
Wooster. Since the time of the acquisition, FirstMerit has closed three of the
branch offices and consolidated the accounts with the remaining offices. In
addition, First National Bank, The Savings Bank and Trust Company, United
National Bank and Wayne Savings & Loan have opened new banking offices in
Wooster in 1999. Therefore, despite the branch closings from the
Signal-FirstMerit merger, the net number of branches serving Wooster remains
approximately the same at the end of 1999.
Total deposits in Wayne County grew by more than 13.0 percent between 1996 and
1998, reaching $1.4 billion in June 1998. It is important to note that Wooster
represents more than 60.0 percent of total deposits in the county.
STARK COUNTY AND CANTON. The deposits in Canton decreased by 6.9 percent, or
$110.2 million since 1996, resulting in total deposits of nearly $1.5 billion in
June 1998. It is important to note that the majority of the deposit loss was the
result of branch closings in 1998 by Bank One, which totaled nearly $114.3
million. In addition to Bank One, deposit losses occurred at Charter One,
FirstMerit, and KeyBank; while National City Bank, The Citizens Banking Company,
and United National realized solid increases in deposits. Further, while overall
deposits in Canton decreased, North Canton realized a solid increase in
deposits. Total deposits in North Canton increased from $399.2 million in June
1996 to $420.9 million in June 1998, for growth of 5.4 percent. Bank One and
FirstMerit both realized deposit decreases of $846,000 and $3.7 million,
respectively, while KeyBank, National City Bank, Star Bank, and United National
all realized deposit gains since 1996.
Similar to Wooster and its relationship to Wayne County, the Canton/North Canton
market area represents a significant percentage of county-wide deposits, with
nearly 49.0 percent of total Stark County deposits.
SUMMARY. In reviewing the competitive nature of both markets, there are two
positive characteristics that suggest the potential for success of Ohio Legacy
Bank. First, both markets have significant deposit bases, which have provided
growth for the majority of financial institutions serving the areas. Wooster has
a deposit base approaching $850.0 million and has realized solid growth since
1996. Canton has a deposit base of approximately $1.9 billion, and while total
deposits have decreased, we believe that this is due largely to the branch
divestitures by Bank One rather than a decrease in the overall deposit base. The
overall size of the deposit base in both markets suggests the opportunity for
the new bank to generate deposit growth. Second, the presence of locally-owned
and managed community banks in both markets is limited. Larger regional banks
hold nearly 58.0 percent of market share in Wooster, nearly 60.0 percent of
market share in Canton, and nearly 67.0 percent of market share in North Canton.
While the larger regional banks in the markets are strong, several studies
recently conducted by Young & Associates have indicated that smaller community
banks have been growing at a faster rate than larger regional banks presumably
by offering a higher level of customer service and by benefiting from positive
customer perception of local ownership, local management, and community
involvement. Though no assurances can be given, management believes that the
large deposit market shares held by the larger regional banks provide Ohio
Legacy Bank with the opportunity to effectively position itself as a stable and
attractive community banking alternative.
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BUSINESS STRATEGY
There are no unusual customer groups in the Canton market area. The College of
Wooster is within the Wayne County service area and its presence is evident in
some of the demographic characteristics, however, its overall impact is minimal.
Both markets have a diversified economic base that is not overly dependent on
any single industry.
Ohio Legacy Bank intends to operate a full-service financial institution with an
emphasis on serving small businesses. Therefore, Ohio Legacy Bank's product and
service line will consist of all traditional banking activities, including the
following:
- LENDING: Ohio Legacy Bank will offer loans to individuals,
partnerships, and limited liability companies or other corporate
borrowers for a variety of purposes. Anticipated commercial lending
will include lines of credit, term loans, equipment loans, letters of
credit, commercial real estate, construction, and Small Business
Administration lending. Loan products will also include consumer
loans, secured and unsecured, home equity lines of credit, home
improvement loans, general lines of credit including overdraft lines,
and mortgage lending. It is anticipated that Ohio Legacy Bank will
eventually set up the capability to sell loans in the secondary market
while maintaining servicing. The volume of loans to be sold will be
determined based on asset/liability and capital positions.
- DEPOSIT: Deposit products will include interest-bearing and
non-interest bearing checking accounts, money market savings accounts,
certificates of deposit, regular savings accounts, individual
retirement accounts, and cash management services.
- OPERATIONS/OTHER: Ohio Legacy Bank will offer ATM services and will
seek to offer direct dial-up cash management services to commercial
accounts. Ohio Legacy Bank also intends to offer internet banking
services to both retail and commercial customers. While it is our
opinion that both markets would support trust services, Ohio Legacy
Bank will not offer trust services initially and will consult the
Office of the Comptroller of the Currency ("OCC") for guidance prior
to any future decisions with respect to fiduciary services.
Market characteristics in both Wayne and Stark County suggest the ability to
generate solid deposit and loan growth both in consumer and commercial services.
Therefore, both office locations will offer Ohio Legacy Bank's complete line of
services.
SUPERVISION & REGULATION
GENERAL
Effective on March 15, 2000, both the Company and Ohio Legacy Bank have received
conditional approval for operation from the OCC, Federal Deposit Insurance
Corporation ("FDIC") and the Federal Reserve Bank of Cleveland. This approval is
subject to final capitalization and will cause both the Company and Ohio Legacy
Bank to be subject to extensive state and federal banking laws and regulations
which impose specific requirements or restrictions on and provide for general
regulatory oversight of virtually all aspects of
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operations. These laws and regulations are generally intended to protect
depositors, not shareholders. Changes in applicable laws or regulations may have
a material effect on business and prospects. Beginning with the enactment of the
Financial Institution Reform, Recovery, and Enforcement Act in 1989 and
following with the Federal Deposit Insurance Corporation Improvement Act in
1991, numerous additional changes have been proposed. The Company's operations
may be affected by legislative changes and the policies of various regulatory
authorities, including changes brought about by the Financial Services
Modernization Act of 1999. The Company cannot predict the effect that fiscal or
monetary policies, economic control, or new federal or state legislation may
have in the future on the Company's business and earnings.
THE COMPANY
Upon receipt of final approval, the Company will be a registered bank holding
company that is subject to regulation under the Bank Holding Company Act of
1956, as amended ("BHCA"). The Company will be required to file with the Federal
Reserve quarterly and annual reports and such additional information as the
Federal Reserve may require pursuant to the BHCA. The Federal Reserve may
conduct examinations of the Company and its subsidiaries.
The Federal Reserve may require that the Company terminate an activity or
terminate control of or liquidate or divest certain subsidiaries or affiliates
when the Federal Reserve believes the activity or the control of the subsidiary
or affiliate constitutes a significant risk to the financial safety, soundness
or stability of any of its banking subsidiaries. The Federal Reserve also has
the authority to regulate provisions of certain bank holding company debt,
including authority to impose interest ceilings and reserve requirements on such
debt. Under certain circumstances, the Company must file written notice and
obtain approval from the Federal Reserve prior to purchasing or redeeming its
equity securities.
Under the BHCA and regulations adopted by the Federal Reserve, a bank holding
company and its non-banking subsidiaries are prohibited from requiring certain
tie-in arrangements in connection with any extensions of credit, lease or sale
of property, or furnishing of services. Further, the Company is required by the
Federal Reserve to maintain certain levels of capital.
The Company is required to obtain the prior approval of the Federal Reserve for
the acquisition of more than 5% of the outstanding shares of any class of voting
securities or substantially all of the assets of any bank or bank holding
company. Prior approval of the Federal Reserve is also required for the merger
or consolidation of the Company and another bank holding company.
The Company is prohibited by the BHCA, except in certain statutorily prescribed
instances, from acquiring direct or indirect ownership or control of more than
5% of the outstanding voting shares of any company that is not a bank or bank
holding company and from engaging directly or indirectly in activities other
than those of banking, managing or controlling banks, or furnishing services to
its subsidiaries. However, the Company, subject to the prior approval of the
Federal Reserve, may engage in, or acquire shares of companies engaged in,
activities that are deemed by the Federal Reserve to be so closely related to
banking or managing or controlling banks as to be proper incident thereto.
Under Federal Reserve regulations, a bank holding company is required to serve
as a source of financial and managerial strength to its subsidiary banks and may
not conduct its operations in
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an unsafe or unsound manner. In addition, it is the Federal Reserve's policy
that in serving as a source of strength to its subsidiary banks, a bank holding
should stand ready to use available resources to provide adequate capital funds
to its subsidiary banks during periods of financial stress or adversity and
should maintain the financial flexibility and capital-raising capacity to obtain
additional resources for assisting its subsidiary banks. A bank holding
company's failure to meet its obligations to serve as a source of strength to
its subsidiary banks will generally be considered by the Federal Reserve to be
an unsafe and unsound banking practice or a violation of the Federal Reserve's
regulations or both.
The Company's securities will be registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1933, as amended ("Exchange
Act"). As such the Company is subject to the information, proxy solicitation,
insider trading and other requirements and restrictions of the Exchange Act.
OHIO LEGACY BANK
Upon receipt of final approval, Ohio Legacy Bank, as a national banking
association, will be subject to primary supervision, examination and regulation
by the OCC. Ohio Legacy Bank will also be subject to periodic examination by the
Federal Deposit Insurance Corporation and to a lesser extent by the Federal
Reserve. If, as a result of an examination of a bank, the FDIC should determine
that the financial condition, capital resources, asset quality, earnings
prospects, management, liquidity, or other aspects of the bank's operations are
unsatisfactory or that the bank or its management is violating or has violated
any law or regulation, various remedies are available to the FDIC. Such remedies
include the power to enjoin "unsafe or unsound" practices, to require
affirmative action to correct any conditions resulting from any violation or
practice, to issue an administrative order that can be judicially enforced, to
direct an increase in capital, to restrict the growth of the bank, to assess
civil monetary penalties, to remove officers and directors, and ultimately to
terminate the bank's deposit insurance.
RECENT LEGISLATION
On November 12, 1999, President Clinton signed the Graham-Leach-Bliley Act of
1999 ("GLB Act"), which is intended to modernize the financial services
industry. The GLB Act sweeps away large parts of a regulatory framework that had
its origins in the Depression Era of the 1930s. Effective March 11, 2000, new
opportunities will be available for banks, other depository institutions,
insurance companies and securities firms to enter into combinations that permit
a single financial service organization to offer customers a more complete array
of financial products and services. The GLB Act provides a new regulatory
framework for regulation through the financial holding company, which will have
as its umbrella regulator the Federal Reserve Board. The functional regulation
of the financial holding company's separately regulated subsidiaries will be
conducted by their primary functional regulator. The GLB Act makes satisfactory
or above Community Reinvestment Act compliance for insured depository
institutions and their financial holding companies necessary in order for them
to engage in new financial activities. The GLB Act provides a federal right to
privacy of non-public personal information of individual customers. The Company
and Ohio Legacy Bank are also subject to certain state laws that deal with the
use and distribution of non-public personal information.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company's headquarters and the Wayne County banking center will be located
at 305 West Liberty St., Wooster, Ohio 44691. The Company has entered into a
fifteen-year lease agreement for the property, with two five-year renewal
options. The one-story brick and frame structure will be built with
approximately four thousand square feet. The anticipated completion date is
September 2000. The annual base rent is approximately $50,000 plus an amount
equal to the yearly amortization of the construction costs, which are estimated
to be $550,000 over 180 months, with interest charged at the prime rate plus
1/2%. The base rent increases every five years by the percentage increase in the
Consumer Price Index over the same five year period. The facility will include a
vault, safe deposit boxes, personal banker stations, an automated teller
machine, a night depository drop and drive-up teller stations.
A lease has also been obtained for temporary facilities four blocks from the
permanent site at 132 E. Liberty St., Wooster, Ohio. The temporary site is being
used for administrative purposes during the organization of Ohio Legacy Bank.
Once the charter has been approved, it will be used as a branch office until the
permanent site is completed.
The Stark County banking center will be located at 3900 Dressler Road in Canton,
Ohio. The Company has entered into a ten year lease agreement for the property
with two five year renewal options. Annual rent payments will be $52,500 for the
first five years of the lease, with 15% increases for each renewal term. This
facility will be approximately 3,500 square feet and will include a vault, safe
deposit boxes, personal banking stations, an ATM, a night depository drop and
drive-up teller stations. Additionally, the Company will pay $8,000 annually for
the drive-through area for the entire term of the lease.
Under the terms of the lease agreements for both the Wooster and Canton
facilities, the Bank will be responsible for leasehold improvements relating to
those portions of the facilities specifically designed to meet the physical
needs of the business of banking. At no time will the book value of these
improvements exceed 10% of assets. All physical assets of the Bank will be
adequately insured against loss.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor Ohio Legacy Bank is party to any pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
In August 1999, as part of its initial capitalization, the Company sold 135
shares of common stock at a price of $1,000 per share to its nine organizing
directors, totaling $135,000. Under Section 4(2) of the Securities Act, the
offering was exempt from registration. No underwriters were involved in the sale
and no underwriting discounts or commissions were paid. Until the offering
becomes fully subscribed, there will be no market for the securities. Upon full
subscription of the offering and just prior to the closing, a 100 to 1 stock
split will take effect concerning the 135 common shares purchased by the
organizers prior to the offering.
The effective date of the Securities Act registration statement was December 14,
1999 and the Commission file number is 333-88863. The offering will end on April
14, 2000. The managing underwriter is Charles Webb and Company, a Division of
Keefe, Bruyette & Woods, Inc.
A minimum of 900,000 shares and a maximum of 1,200,000 shares of common stock
will be issued at a price of $10.00 per share. Total expenses incurred in
connection with the issuance and distribution of the registered securities and
other offering expenses are estimated to be between $650,000 and $860,000
depending on the size of the offering and will be made in the form of direct
payment to others. Net offering proceeds to the issuer after deducting total
sales commissions and offering expenses are estimated to be between $8,350,000
and $11,140,000.
Upon full subscription of the offering, the Company does not expect a liquid
market to develop for its common shares for several years, if at all. A public
market having depth and liquidity depends on having enough buyers and sellers at
any given time. Because the initial stock offering is relatively small, the
Company does not expect to have enough shareholders or outstanding shares to
support an active trading market.
The offering price of $10 for the common shares was arbitrarily determined by
the Company after consultation with the sales agent. This price is not based
upon earnings or any history of operations. The Company took into account the
following factors in determining the offering amount:
- capital requirements of the OCC for Ohio Legacy Bank;
- expenses related to the simultaneous opening of two separate banking
centers; and
- general market conditions for the sale of securities.
The Company does not expect to pay any dividends in the foreseeable future. Any
profits the Company earns will be retained and used to finance the growth of
Ohio Legacy Bank. The Company has no current plans to initiate payment of cash
dividends, and future dividend policy will depend on Ohio Legacy Bank's
earnings, capital requirements, regulatory restrictions, financial condition and
other factors deemed relevant by our board of directors.
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ITEM 6. PLAN OF OPERATION
The Company was formed to own and hold all of the common stock of Ohio Legacy
Bank. In July and August of 1999, the organizers filed applications with the OCC
and with the FDIC to receive a national bank charter and federal deposit
insurance. The OCC and FDIC granted the Company a charter and deposit insurance
effective March 15, 2000 dependent upon, among other things, the Company's
compliance with legal requirements imposed by the OCC and the FDIC, including
capitalization of Ohio Legacy Bank with at least a specified minimum amount of
capital of $7,050,000. Having received these regulatory approvals from the OCC
and the FDIC, the Company has also filed for and received approval with the
Federal Reserve to become a bank holding company.
Ohio Legacy Bank's operating principle focuses on superior customer service
through knowledgeable employees and efficient operating systems and technology.
Customers will each have one employee assigned to them to serve all of their
needs, while at the same time having access to any senior manager when
necessary. Policies and procedures will be tailored to the local markets rather
than larger regional or state areas.
Within the Bank's designated market of Wayne and Stark Counties, the
directorship and management plan to focus on the small businesses within the
area, residential real estate mortgages and a growing consumer market. They will
rely on themselves, shareholders and employees for business development.
Over the next twelve to twenty-four months, Ohio Legacy Bank plans to offer
competitive products in its markets and management believes it will have no
trouble satisfying the cash requirements for funding loans. Ohio Legacy Bank
does not plan to pay the highest rates on deposits, but feels it can compete
with exceptional customer service. At the same time, Ohio Legacy Bank does not
expect to charge the lowest rates and fees on its loans. Ohio Legacy Bank will
work with customers to design products and systems that will meet their
individual needs, without just being another low cost provider.
Assuming securities offered in the December 1999 offering are fully subscribed,
the Company does not anticipate any need to raise additional capital for the
next three to five years. From the proceeds of the offering, which are expected
to be between $8,350,000 and $11,140,000 after sales agent commissions and
offering expenses, between $7,350,000 and $10,140,000 will be used to capitalize
Ohio Legacy Bank.
It is anticipated that expenditures for furniture, fixtures, and equipment will
be approximately $425,000 in the first year of operation. Of this amount, it is
expected that $250,000 will be for leasehold improvements, $35,000 will be for
computer equipment and remaining amount will be for bank equipment such as
vaults, safe deposit boxes, ATMs. These expenditures are expected to meet the
needs of Ohio Legacy Bank for the next few years.
Ohio Legacy Bank will be opened with approximately fifteen full-time employees
and five part-time employees and it is expected that this number of employees
will be sufficient for the Bank's first two years of operations.
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ITEM 7. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Ohio Legacy Corp
Wooster, Ohio
We have audited the accompanying balance sheet of Ohio Legacy Corp as of
December 31, 1999, and the related statements of operations, changes in
stockholders' equity and cash flows for the period from July 1, 1999 (date of
inception) to December 31, 1999. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ohio Legacy Corp as of December
31, 1999, and the results of its operations and its cash flows for the period
from July 1, 1999 (date of inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
Crowe, Chizek and Company LLP
Columbus, Ohio
February 2, 2000
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OHIO LEGACY CORP
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash and due from banks $ 116,757
Deferred offering costs 79,552
Other assets 84,218
---------
Total assets $ 280,527
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 129,171
Notes payable to stockholders 135,000
---------
Total liabilities 264,171
Stockholders' equity
Common stock - no par value, 2,500,000 shares authorized;
13,500 shares issued and outstanding 135,000
Deficit accumulated during the development stage (118,644)
---------
Total stockholders' equity 16,356
---------
Total liabilities and stockholders' equity $ 280,527
=========
</TABLE>
See accompanying notes to financial statements.
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OHIO LEGACY CORP
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from July 1, 1999 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
EXPENSES
Salaries and benefits $ 31,171
Professional fees 69,920
OCC application fee 15,000
Telephone, supplies and other 2,553
--------
Net loss $118,644
========
</TABLE>
See accompanying notes to financial statements.
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OHIO LEGACY CORP
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from July 1, 1999 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
Total
Common Accumulated Stockholders'
Stock Deficit Equity
--------- ----------- -------------
<S> <C> <C> <C>
Issuance of common stock $ 135,000 $ -- $ 135,000
Net loss -- (118,644) (118,644)
--------- --------- ---------
Balance December 31, 1999 $ 135,000 $(118,644) $ 16,356
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
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OHIO LEGACY CORP
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from July 1, 1999 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(118,644)
Adjustments to reconcile net loss to net cash from operating activities
Increase in deferred offering costs (79,552)
Increase in other assets (84,218)
Increase in accounts payable 129,171
---------
Net cash from operating activities (153,243)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 135,000
Proceeds from notes payable to stockholders 135,000
---------
Net cash from financing activities 270,000
---------
Net change in cash and cash equivalents 116,757
Cash and cash equivalents at beginning of period --
---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 116,757
=========
</TABLE>
See accompanying notes to financial statements.
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OHIO LEGACY CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION: Ohio Legacy Corp (the Corporation) was incorporated July 1, 1999,
and was a development stage company as of December 31, 1999. The Corporation
will be devoting its efforts to the offering of its common shares to the general
public and to obtaining regulatory approvals, recruiting personnel and financial
planning related to the organization of Ohio Legacy. The Corporation is
expected, upon completion of a public stock offering, to purchase 100% of the
common stock of Ohio Legacy Bank, a national-chartered bank. The Corporation
will file an application to become a bank holding company with the Board of
Governors of the Federal Reserve System pursuant to the Bank Holding Company Act
of 1956, as amended.
The Corporation intends to sell between 900,000 and 1,200,000 shares of its
common stock at $10.00 per share. The offering is expected to raise between
$8,350,000 and $11,140,000, net of estimated underwriting commissions and
offering expenses. The Board of Directors and Executive Officers of the
Corporation are expected to own approximately 156,000 shares of common stock at
$10.00 per share after the public offering.
NATURE OF BUSINESS: The Corporation, through its subsidiary, Ohio Legacy Bank,
intends to open banking centers in Wooster and Canton, Ohio, and offer a full
range of consumer and commercial banking services to individuals and businesses
in the Wayne and Stark County, Ohio, markets.
USE OF ESTIMATES: To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions based
on available information. These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures provided, and future
results could differ. Areas involving the use of management's estimates and
assumptions include the realization of deferred tax assets.
CASH FLOWS: Cash and cash equivalents include cash and deposits with a financial
institution with original maturities under ninety days.
ORGANIZATION AND STOCK OFFERING COSTS: Costs directly associated with the
organization of the Corporation and Ohio Legacy Bank have been expensed as
incurred. Costs directly associated with preparing the stock offering have been
deferred and will be deducted from the proceeds received in the offering. If the
stock offering is not completed, any deferred costs will be charged to
operations.
INCOME TAXES: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance reduces
deferred tax assets to the amount expected to be realized.
(Continued)
15
<PAGE> 16
OHIO LEGACY CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
COMPREHENSIVE INCOME: Comprehensive income consists of net income (loss) and
other comprehensive income. Other comprehensive income includes items such as
unrealized gains and losses on securities available for sale and changes in
minimum pension liability, which are also recognized as separate components of
stockholders' equity. The Corporation had no other comprehensive income items
for the period presented. As a result, comprehensive income consists only of net
loss for the period presented.
STOCK SPLIT: As part of its initial capitalization, the Corporation sold 135
shares of common stock at a price of $1,000 per share to its nine organizing
directors, totaling $135,000. Upon full subscription of the offering and just
prior to the closing, a 100 to 1 stock split will take effect concerning the 135
common shares purchased by the organizers prior to the offering. All historical
share information has been retroactively adjusted to reflect the effect of the
100 to 1 stock split.
NOTE 2 - STOCK OPTIONS
The Corporation's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan. A total of 100,000 common shares are
available for grants under the plan. The number of shares may be adjusted by the
Board in the event of an increase or decrease in the number of common shares
outstanding resulting from dividend payments, stock splits, recapitalization,
merger, share exchange acquisition, combination or reclassification.
The following types of awards may be granted under the plan to eligible persons:
nonqualified stock options, incentive stock options and restricted stock. Under
the plan, each nonemployee Director will be granted 2,500 nonqualified options
at the time that person first becomes a Director or at the closing of the
offering. The initial option grant will vest annually in equal amounts over a
three-year term. In addition, each nonemployee Director will receive an annual
grant of 1,000 nonqualified options during his tenure on the Board, which will
vest immediately. The exercise price of an option shall not be less than the
fair market value of the underlying common stock on the date of the grant. No
options have been granted as of December 31, 1999.
In the event of a change in control of the Corporation, outstanding options may
become immediately exercisable in full at the discretion of the compensation
committee. Otherwise, all outstanding options will terminate unless the
successor corporation agrees to assume or replace such options with an
equivalent entitlement.
(Continued)
16
<PAGE> 17
OHIO LEGACY CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 3 - STOCK WARRANTS
The Corporation expects to grant 150,000 warrants to the Board of Directors and
Executive Officers of the Corporation. The Corporation expects to account for
this stock-based compensation under the provisions of APB No. 25 and as such
will disclose the pro forma impact of the grant on net income in accordance with
SFAS No. 123.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Bank has entered into one-year employment agreements with its Chief
Executive Officer and President, and its Senior Loan Officer and President of
the Stark County Division. Each employment agreement will renew automatically
for an additional year unless either party furnishes at least sixty days notice
to the other of its intent to terminate the agreement. Both individuals will
receive an annual base salary of $100,000 and will be eligible for bonuses at
the Board's discretion. The agreements also entitle the employees to participate
in any formally established stock option, health insurance and other fringe
benefit plans for which management personnel are eligible. In the event of a
change in control, both parties would receive 2.99 times their annual
compensation.
The employment agreement with the Chief Executive Officer and President begins
and becomes valid when the Bank begins operations. The employment agreement with
the Senior Loan Officer and President of the Canton Division commenced October
6, 1999. Should the Bank not open, the contract will pay the Senior Loan Officer
and President of the Stark County Division until he finds other employment and
will make up for any short fall in salary below $100,000 during the contract
term.
The Corporation's headquarters and the Wayne County banking center will be
located at 305 West Liberty Street, Wooster, Ohio 44691. The Corporation has
entered into a fifteen-year lease agreement for the property, with two five-year
renewal options, with its owner. The Corporation was required to pay the lessor
$5,000 upon execution of the lease, which is nonrefundable and does not apply
against any rent payments, as consideration for the lessors not seeking to
enforce the provisions of the lease until October 31, 1999 (grace period). The
Corporation can extend the grace period until June 15, 2000 by delivering
written notices at various interim dates and making nonrefundable extension
payments which total $100,000 on or before each extension deadline. Extension
payments made will be credited dollar-for-dollar against monthly rent
installments. The initial rent during the construction period shall be the prime
rate plus 1/2% times the construction financing amount. Following the initial
rent, monthly rent for the first five years will be base rent of $4,200 plus an
amount equal to the monthly payment to amortize the construction costs, which
are estimated to be $550,000 over 180 months, with an interest rate of prime
plus 1/2%. The base rent increases every five years by the percentage increase
in the Consumer Price Index over the same five year period. The lease is
expected to be accounted for as a capital lease.
(Continued)
17
<PAGE> 18
OHIO LEGACY CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)
The Stark County banking center will be located at 3900 Dressler Road in Canton,
Ohio. The Corporation has entered into a ten-year lease agreement for the
property with two five-year renewal options. Annual rent payments will be
$52,500 for the first five years of the lease, with the lease increasing 15% for
each renewal term. Additionally, the Company will pay $8,000 annually for the
drive-through area for the term of the lease. The lease is expected to be
accounted for as an operating lease.
The Corporation also entered into a one-year lease beginning January 1, 2000 for
temporary facilities four blocks from the permanent site at 132 East Liberty
Street, Wooster, Ohio. The temporary site will be used for administrative
purposes during the organization of Ohio Legacy Bank. Once the Bank receives its
charter, it will also be used as a branch office until the permanent site is
completed. Monthly rent will be $1,895.
Estimated rental commitments under these leases for their noncancelable periods
assuming the payments begin on January 1, 2000, prime rate is 8.5%and the
Consumer Price Index increases by 12.25% each five years are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ending December 31,
2000 $ 200,582
2001 177,842
2002 177,842
2003 177,842
2004 177,842
Thereafter 1,611,683
-------------
Total $ 2,523,633
=============
</TABLE>
NOTE 5 - INCOME TAXES
The tax benefit of $40,339 associated with the net operating loss carryforward
of $118,644 has been offset with a valuation allowance as of December 31, 1999
since the Corporation is in the development stage and has no history of
generating taxable income. The net operating loss carryforward generated in 1999
expires December 31, 2019.
18
<PAGE> 19
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no changes to or disagreements with the accountants concerning the
accounting and financial disclosures.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16 (a) OF THE EXCHANGE ACT
DIRECTORS AND OFFICERS
The following table sets forth the names, ages, classes and positions of the
Company's and Ohio Legacy Bank's executive officers and directors. The articles
of incorporation provide for a classified board of directors, so that, as nearly
as possible, one-third of the directors are elected each year to serve three
year terms. The terms of office of the classes of directors expire as follows:
Class I at the 2003 annual meeting of shareholders, Class II at the 2002 annual
meeting of shareholders and Class III at the 2001 annual meeting of
shareholders. Executive officers serve at the discretion of the board of
directors, a summary of the background and experience of each of these
individuals is set forth after the table.
<TABLE>
<CAPTION>
Position with the Position with Ohio Legacy
----------------- -------------------------
Name Age Class Company Bank
---- --- ----- ------- ----
<S> <C> <C> <C> <C>
D. William Allen 48 III Director Director
Robert Belden 52 II Director Director
J. Edward Diamond 61 I Director Director
L. Dwight Douce 51 I President, Chief President, Chief Executive Officer
Executive Officer and and Director
Director
Scott Fitzpatrick 47 III Director Director
Gregory Long 50 II Director Director
Michael Meenan 45 III Director Director
Steve Pettit 40 Vice President Senior Vice President of Lending,
President of Stark County
Division
Daniel Plumly 46 I Director and Secretary Director
Thomas Schervish 59 II Director Director
</TABLE>
D. William Allen (Director) Since 1997, Mr. Allen has been in commercial real
estate sales and management for George N. Swallow, Inc. From 1994 to 1997, Mr.
Allen served as the President, Chief Operating Officer and owner of Service
Packaging Corporation. Mr. Allen currently serves as the President of Meals on
Wheels of Stark and Wayne Counties and as Secretary of the Board of Governors of
Mercy Medical Hospital. Mr. Allen is also involved with the Pro Football Hall of
Fame Festival, where his involvement spans 25 years, and served as its General
Chairman in 1993. Mr. Allen's activities also include Congress Lake Club Board
of Directors, Greater Canton Chamber of Commerce Vice Chairman of the Board of
Directors, Chairman of the Norma Tschantz
19
<PAGE> 20
and Walter C. Deuble Caddy Scholarship Fund, Clubs for Kids Board of Directors,
Buckeye Council of the Boy Scouts of America, United Way and Walsh University.
Robert Belden (Director) Since 1995, Mr. Belden has served as the President of
the Belden Brick Company, a Canton based company since 1885. From 1983 to 1995,
Mr. Belden served as the Vice President of Marketing for Belden Brick. Mr.
Belden served as a director of both Signal Corporation and Signal Bank from 1988
to 1999. He graduated from the University of Notre Dame in 1969 with a BS degree
in Mathematics and then graduated from the University of Michigan Graduate
School of Business in 1971. Mr. Belden has been very active in community affairs
including the American Red Cross, Canton Regional Chamber of Commerce, Junior
Achievement of Stark County, Stark County Foundation and others.
J. Edward Diamond (Director) Mr. Diamond, a private investor since 1984 in the
Canton area, is the retired Chairman of Glendale Oxygen Company, a Canton based
supplier of cryogenic gases and welding supplies. He has served on the boards of
Arrowhead Country Club, The Canton Club, The Canton Ballet and The Canton
Symphony Orchestra Association. He is a graduate of the University of Virginia
and has been a resident of Canton his entire life.
L. Dwight Douce (President/Chief Executive Officer and Director) Mr. Douce has
more than 26 years of financial institution experience in a diverse number of
positions, with 16 years experience in the Wooster area. From October of 1996 to
February of 1999, Mr. Douce served as President-Chief Operating Officer of
Signal Bank, a $1.8 billion commercial bank headquartered in Wooster, which
operated more than 25 branches. From 1985 to October of 1996, Mr. Douce served
as Executive Vice President and Chief Financial Officer of First Federal Savings
and Loan Association (Signal Bank's predecessor). During Mr. Douce's tenure,
Signal Bank grew from a $200 million to a $1.8 billion financial services
institution. Mr. Douce graduated from Capital University with a b.s. in business
administration. He has been a resident of the Wooster area for the last sixteen
years and has been very active in civic and social activities including the
Wayne Development Council, American Heart Association, Kiwanis, United Way and
other activities.
Scott Fitzpatrick (Director) Since 1983, Mr. Fitzpatrick has served as a partner
in Fitzpatrick Enterprises in Canton, Ohio. The partnership is primarily
involved in the development and sale of real estate and management of
properties.
Gregory Long (Director) Mr. Long is a licensed CPA with over 27 years experience
in the business and, since 1983, has served as the President of Long & Wilson,
Inc. CPA's of Wooster, Ohio. Mr. Long is actively involved as a board member of
the Wayne County Historical Society and is President of Buckeye Council, Inc.,
Boy Scouts of America. He is also a member of Rotary Club and a coach in Wooster
Youth Baseball, and is retired from the Army Reserve as a Lt. Col. and is
Scoutmaster of Boy Scout Troop 61 of Wooster.
Michael Meenan (Director) Since 1989, Mr. Meenan has served as the President and
owner of Riverview Industrial Wood Products, Inc. based in Wooster. Mr. Meenan
is involved in the local rotary organization as well as other non-profit
organizations in the Wooster area.
Steven G. Pettit (Senior Vice President of Lending, President of Stark County
Division) Mr. Pettit has 15 years of commercial banking experience in a diverse
number of lending positions in both Stark and Wayne Counties. From February to
September of 1999, Mr. Pettit held the position of Senior Vice President, Senior
Loan Officer for two regions of FirstMerit Bank, N.A. From March of
20
<PAGE> 21
1996 to February of 1999, Mr. Pettit held the same position at Signal Bank,
N.A., a $1.8 billion financial institution. From January of 1994 to March of
1996, Mr. Pettit served as Manager of Commercial Lending for First Merit. Mr.
Pettit graduated from the University of Tennessee with a B.S. degree in Business
Administration and from Ashland University with an MBA in Executive Management.
Mr. Pettit has been a resident of the Canton Area his entire life and has been
active in various social and civic activities, including Meals on Wheels of
Stark and Wayne Counties and the United Way.
Daniel Plumly (Director and Secretary) Since 1981, Mr. Plumly has been a partner
with Critchfield, Critchfield & Johnston, the largest law firm in Wooster. Mr.
Plumly served on the board of directors of Signal Corporation and Signal Bank
from 1986 to 1999. Mr. Plumly is the Vice President of Meals on Wheels of Stark
and Wayne Counties and is involved in coaching youth football, basketball and
lacrosse. He also serves as Chairman of the Board of Governors of Wooster
Country Club, as a trustee of the Wooster Boosters Club, as a member of the
Board of Trustees of the United Methodist Church, as a member of the Board of
Directors of Main Street, Inc. and as a trustee of the Wooster Lacrosse Club.
Thomas Schervish (Director) Since 1984, Mr. Schervish has served as the owner
and president of Stark Management Company, which owns and operates a number of
restaurant franchises in the Stark County area. The company also provides
management and consulting services to other local businesses. He graduated from
the University of Detroit with a B.S. in marketing. Mr. Schervish is very active
in community affairs including the Pro Football Hall of Fame, Stark Development
Board, Rotary, Walsh University Board of Trustees, Junior Achievement and
others.
EXECUTIVE OFFICERS
The Company's executive officers who are not also directors are as follows:
Steve Pettit, age 40, Vice President of the Company and Senior Vice President of
Lending and President of the Stark County Region for the Bank, has 15 years
experience in commercial banking in a diverse number of lending positions in
both Stark and Wayne Counties. Most recently, Mr. Pettit held the position of
Senior Vice President, Senior Loan Officer for two regions of FirstMerit Bank,
N.A.
The executive officers of Ohio Legacy Corp are not subject to any legal
proceedings.
ITEM 10. EXECUTIVE COMPENSATION
The Company and Ohio Legacy Bank have entered into one-year employment
agreements with Mr. Douce, as its Chief Executive Officer and President, and Mr.
Pettit, as its Senior Vice President of Lending and President of the Stark
County Division. Each employment agreement renews automatically for an
additional year unless either party furnishes at least sixty days notice to the
other of their intent to terminate the agreement. Mr. Douce's employment
agreement commences on the date that Ohio Legacy Bank begins operations. Mr.
Pettit's employment agreement commenced effective October 6, 1999. If Ohio
Legacy Bank does not open, Mr. Pettit will continue to be paid under his
employment agreement for a period of one year from the commencement date of this
agreement.
21
<PAGE> 22
Upon change of control of Ohio Legacy, both Mr. Douce and Mr. Pettit will have
the right to terminate their employment and receive a severance equal to 2.99
times their current annual compensation. In addition, all previously granted
stock options will vest in the event of a termination of employment upon a
change in control.
The following table summarized the compensation to be received by each Executive
Officer of Ohio Legacy Corp.
<TABLE>
<CAPTION>
Contingent
Capacity Salaries, Fees, Forms
In Which Commissions Of
Name Served And Bonuses Benefits Remuneration
<S> <C> <C> <C> <C>
L. Dwight Douce President & Chief Executive
Officer & Director $100,000 $0 $0
Steve Pettit Senior V.P. of Lending &
President of the Stark County
Division $100,000 $0 $0
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table gives information about the anticipated beneficial ownership
of The Company's capital stock after the offering by:
- - each person expected to own more than 5% of Ohio Legacy's common shares;
- - each of Ohio Legacy's executive officers and directors; and
- - all of Ohio Legacy's executive officers and directors as a group.
22
<PAGE> 23
<TABLE>
<CAPTION>
Percent of
----------
Name Common Warrants Expected to Class Percent of Class
- ---- ------ -------------------- ----- ----------------
Shares (1) be Granted (2) (Minimum)(3) (Maximum)(3)
---------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Directors and executive
officers:
L. Dwight Douce 25,000 25,000 4.70 3.67
Gregory Long 15,000 15,000 2.82 2.20
Michael Meenan 10,000 10,000 1.88 1.47
Daniel Plumly 15,000 15,000 2.82 2.20
D. William Allen 10,000 10,000 1.88 1.47
Robert Belden 10,000 10,000 1.88 1.47
J. Edward Diamond 25,000 25,000 4.70 3.67
Thomas Schervish 30,000 25,000 5.18 4.02
Scott Fitzpatrick 15,000 15,000 2.82 2.20
Steve Pettit 1,000 .09 .07
------ ------ ---- ----
Directors and executive
officers as a group (10) 156,000 150,000 28.77% 22.44%
</TABLE>
1.) Reflects common shares purchased prior to the initial public offering and
common shares expected to be purchased in the initial offering.
2.) Reflects warrants expected to be granted in connection with the Company's
initial capitalization and initial public offering. In recognition of the
financial risk and efforts they have undertaken in organizing the Company,
the organizers are expected to be granted up to an aggregate of 150,000
warrants. Organizers will receive a warrant for each common share they own
subject to an individual limit of 25,000 warrants and an overall limit of
150,000 warrants in order to comply with the 15% limit imposed on grants of
warrants and options to directors, officers, promoters, 5% shareholders and
employees for a period of one year following the offering.
3.) The minimum and maximum percentages were calculated based on the exercise
of 150,000 warrants, which would increase the total number of outstanding
shares by 150,000.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ohio Legacy Bank expects to have banking and other transactions in the ordinary
course of business with the organizers, directors, and officers and their
affiliates, including members of their families or corporations, partnerships,
or other organizations in which such organizers, officers, or directors have a
controlling interest, on substantially the same terms, including price, or
interest rates and collateral, as those prevailing at the time for comparable
transactions with unrelated parties. These transactions are also restricted by
the agencies that regulate the Company and the Bank. These transactions are not
expected to involve more than the normal risk of collectibility nor present
other unfavorable features.
23
<PAGE> 24
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Regulation S-B
Exhibit Reference to
Number Description of Document Prior Filing
- ------ ----------------------- ------------
3.1 Amended and Restated Articles *
of Incorporation.
3.2 Code of Regulations. *
4.1 See pages 1 through 9 of Exhibit 3.1 for
Provisions defining the rights of the
holders of common shares. *
4.2 Form of Ohio Legacy Corp Common Share
Certificate. *
10.1 Omnibus Stock Option, Stock Ownership
and Long Term Incentive Plan. *
10.2 Employment Agreement dated November 29,
1999 by and among Ohio Legacy Corp, Ohio
Legacy Bank and L. Dwight Douce. *
10.3 Employment Agreement dated November 29,
1999 by and among Ohio Legacy Corp, Ohio
Legacy Bank and Steven G. Pettit. *
10.4 Lease agreement dated August 24, 1999 by and
between Jack K. and Heidi M. Gant and Ohio
Legacy Corp. *
10.5 Lease agreement dated November 30, 1999 by
and between Schoeppner Properties and Ohio
Legacy Corp. *
10.6 Form Stock Purchase Warrant. *
21 List of subsidiaries of Ohio Legacy Corp. *
24 Power of Attorney. *
27 Financial Data Schedule.
* Indicates documents which have been previously filed as part of the
Issurer's Registration Statement Under the Securities Act of 1933 on
Form SB-2 (file number 333-88863) dated December 14, 1999. All of such
previously filed documents are hereby incorporated by reference in
accordance with Item 601 of Regulation S-B. Such documents are
available to shareholders without charge upon request.
24
<PAGE> 25
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the last quarter of the period covered
by this report.
25
<PAGE> 26
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, as amended, the
Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 30, 2000.
OHIO LEGACY CORP
By: /s/ L. Dwight Douce
-----------------------
L. Dwight Douce, President, Chief
Executive Officer and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Issuer and in the capacities noted below and
on March 30, 2000.
/s/ L. Dwight Douce /s/ D. William Allen
- ------------------------------- --------------------
L. Dwight Douce, President, Chief D. William Allen, Director
Executive Officer and Director
/s/ Robert Belden /s/ J. Edward Diamond
- ------------------------------- ---------------------
Robert Belden, Director J. Edward Diamond, Director
/s/ Scott Fitzpatrick /s/ Gregory Long
- ------------------------------- ---------------------
Scott Fitzpatrick, Director Gregory Long, Director
/s/ Michael Meenan /s/ Daniel Plumly
- ------------------------------- ---------------------
Michael Meenan, Director Daniel Plumly, Director and Secretary
/s/ Thomas Schervish
- --------------------
Thomas Schervish, Director
26
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION OF OHIO LEGACY CORP. AS OF DECEMBER 31, 1999
AND THE RELATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE PERIODS THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-07-1999
<PERIOD-END> DEC-31-1999
<CASH> 116,757
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 280,527
<DEPOSITS> 0
<SHORT-TERM> 135,000
<LIABILITIES-OTHER> 129,171
<LONG-TERM> 0
0
0
<COMMON> 135,000
<OTHER-SE> (118,644)
<TOTAL-LIABILITIES-AND-EQUITY> 280,527
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 118,644
<INCOME-PRETAX> (118,644)
<INCOME-PRE-EXTRAORDINARY> (118,644)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (118,644)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
