NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
BELMONT BANCORP.
April 16, 1996
To the Shareholders of BELMONT BANCORP.:
The Annual Meeting of Shareholders of BELMONT BANCORP. will be
held in the Belmont National Bank conference room at Belmont
National Bank, 980 National Road, Wheeling, West Virginia, on
Tuesday, April 16, 1996, at 1:00 p.m. for the following
purposes:
1. To elect five (5) persons as Directors to serve for a
three-year term expiring at the annual shareholders'
meeting in 1999.
2. To consider and act upon a proposal to ratify the
appointment of S. R. Snodgrass A.C. as independent auditors
for the year ending December 31, 1996.
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
Only shareholders of record at the close of business on
February 29, 1996, are entitled to notice of and to vote at the
meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND
DATE THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE. PROXIES MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING
THEREOF. THUS, IF YOU ARE PRESENT AT THE MEETING AND SO REQUEST
YOUR PROXY WILL NOT BE USED.
BY ORDER OF THE BOARD OF DIRECTORS.
JANE R. MARSH, Secretary
Bridgeport, Ohio
March 15, 1996
PROXY STATEMENT
OF
BELMONT BANCORP.
325 Main Street
Bridgeport, Ohio 43912
ANNUAL MEETING OF SHAREHOLDERS
April 16, 1996
This Proxy Statement is furnished to the shareholders of
Belmont Bancorp. in connection with the solicitation by the Board
of Directors of Belmont Bancorp. (the "Corporation") of proxies
for the Annual Meeting of Shareholders of the Corporation to be
held on April 16, 1996, in the conference room of Belmont
National Bank, 980 National Road, Wheeling, West Virginia, and
any adjournment thereof. Shares represented by properly executed
proxies received at the time of the meeting that have not been
revoked will be voted at the meeting in the manner described in
the proxies. Any proxy may be revoked any time before it is
exercised.
This Proxy Statement and the accompanying Proxy are being
mailed to shareholders on March 15, 1996.
The Board of Directors has fixed the close of business on
February 29, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date 2,114,644 shares of Common Stock of
the Corporation were outstanding and entitled to be voted at the
meeting. Each share of Common Stock is entitled to one vote
except in the election of Directors where shareholders are
entitled to cumulate their votes. Cumulative voting permits each
shareholder as many votes as shall equal the number of his shares
of Common Stock multiplied by the number of Directors to be
elected, and he may cast all of such votes for a single Director
or he may distribute them among the number to be voted for, as he
may see fit.
The proxies are solicited by the Board of Directors of the
Corporation, and the cost thereof is borne by the Corporation.
Proxies may be revoked by the shareholders who execute them at
any time prior to the exercise thereof, by written notice to the
Corporation or by announcement at the Shareholders' Meeting.
Unless so revoked, the shares represented by all proxies will be
voted by the persons named in the proxies at the Shareholders'
Meeting and at all adjournments thereof, in accordance with the
specifications set forth therein, or, absent such specifications,
in accordance with the judgment of the holders of such proxies.
PROPOSAL NUMBER 1: ELECTION OF DIRECTORS
The Board of Directors of the Corporation by resolution at its
meeting on January 16, 1996, set the number of Directors at
fourteen (14) members with five (5) members to be elected to the
class which expires at the annual meeting in 1999. All nominees
are currently Directors of the Corporation and its principal
subsidiary, Belmont National Bank. Except for James R. Miller
and Mary L. Holloway Haning, each nominee has continuously served
in his principal occupation for the past five years.
The following persons have been nominated for election to the
Board of Directors to serve for a three-year term expiring at the
annual shareholders' meeting in 1999:
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
Mary L. Holloway Haning 40 1993 1,565 (1) *
Special Projects Coordinator,
Plastic Surgery, Inc.
(Sept. 1995-Present)
Director of Admissions,
Wheeling Country Day School
(1987-June 1995)
Charles J. Kaiser, Jr. 46 1979 9,548 (2) *
Attorney, Partner, Phillips,
Gardill, Kaiser & Altmeyer
Samuel A. Mumley (3) 64 1996 100 *
Executive Secretary,
Ohio Valley Athletic
Conference
Thomas Olszowy 49 1993 15,066 (4) *
Independent Insurance Agent,
Tom Olszowy Insurance Agency
Charles A. Wilson, Jr. 53 1973 21,816 (5) 1.03
President,
Wilson Funeral & Furniture Co.
Footnotes
1. This amount includes 1,024 shares held for the benefit of
Mary L. Holloway Haning in trust in which Wesbanco Bank Wheeling
is trustee.
2. This amount includes 72 shares held in the name of Deborah
P. Kaiser, IRA, wife of Charles J. Kaiser, Jr., to which Mr.
Kaiser disclaims any beneficial interest and 600 shares held in
the name of Marchak Investment Co., a partnership, in which Mr.
Kaiser is a general partner and holds a substantial beneficial
interest.
3. Samuel A. Mumley was appointed to the Board on February 20,
1996, to serve out the remainder of the term of William P.
Goddard who retired.
4. This amount includes 11,982 shares held in the names of Tom
and Diana Olszowy joint tenants with right of survivorship in
which Mr. Olszowy shares voting and investment power. This
amount also includes 302 shares held in the name of Tom Olszowy,
custodian for Dana Paul Olszowy, and 802 shares held in the name
of Tom Olszowy, custodian for Jonathan T. Olszowy, to which Mr.
Olszowy disclaims any beneficial interest.
5. This amount includes 3,122 shares held in the name of Wilson
Funeral and Furniture Company of which Mr. Wilson is President,
holds a substantial stock interest and has voting power.
*Denotes less than a 1% interest.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
ABOVE NOMINEES TO THE BOARD OF DIRECTORS OF BELMONT BANCORP.
In addition to the foregoing nominees, the following persons
are presently serving as members of the Board of Directors:
Directors Whose Term of Office Will Expire at the Annual
Shareholders' Meeting in 1997
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
John A. Belot 53 1979 20,631 (6) 1.0
President,
Walden Industries, Inc.
Terrence A. Lee, CPA 46 1987 1,715 (7) *
Chairman, Belmont Bancorp.
and Belmont National Bank;
Partner, Lee, O'Connor &
Associates
Dana J. Lewis 52 1994 10,652 *
President, Zanco
Enterprises, Inc.
New Philadelphia, Ohio;
Owner/Operator of McDonald
restaurants
W. Quay Mull, II 53 1984 12,594 (8) *
Chairman of the Board
Mull Industries, Inc.
William Wallace 40 1991 9,614 (9) *
Executive Vice President &
Chief Operating Officer,
Belmont National Bank;
Vice President, Belmont
Bancorp.
Footnotes
6. This amount includes 6,324 shares held jointly by Terry L.
Belot, wife of John A. Belot, and Jason Michael Belot, son of
John A. Belot; 6,324 shares held jointly by Terry L. Belot and
John A. Belot, Jr., son of John A. Belot; 5,500 shares held in
the name of Jason Michael Belot; and 549 shares held in the name
of John A. Belot, Jr. Mr. John A. Belot has retained voting
rights with respect to these shares. This amount also includes
1,000 shares held in the name of Terry L. Belot, IRA, to which
Mr. Belot disclaims any beneficial interest.
7. This amount includes 12 shares held in the name of Terrence
A. Lee, Custodian for Katherine M. Lee, UOTMA; 12 shares held in
the name of Terrence A. Lee, Custodian for Natalie A. Lee, UOTMA;
and 12 shares held in the name of Terrence A. Lee, Custodian for
Tara N. Lee, UOTMA; Mr. Lee's minor daughters. This amount does
not include 21,084 shares held in the name of John H. Goodman, II
and Terrence A. Lee, Trustees for a trust dated February 2, 1991,
to which Mr. Lee disclaims any beneficial interest.
8. This amount includes 8,040 shares held in the name of Mull
Machine Company of which Mr. Mull is President and holds a
substantial ownership interest.
9. This amount includes 2,576 shares held jointly with Christine
Wallace, Mr. Wallace's wife, in which he shares voting and
investment power; 2,038 shares held in the name of Christine
Wallace, IRA, to which Mr. Wallace disclaims any beneficial
interest; 444 shares held in the name of William Wallace as
Custodian for Joseph J. Wallace, UWVTMA; 444 shares held in the
name of William Wallace as Custodian for Lauren C. Wallace,
UWVTMA; 412 shares held in the name of William Wallace as
Custodian for Adrienne C. Wallace, UWVTMA; and 380 shares held in
the name of William Wallace as Custodian for William J. Wallace,
UWVTMA; Mr. Wallace's minor children.
Directors Whose Term of Office Will Expire at the Annual
Shareholders' Meeting in 1998
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
J. Vincent Ciroli, Jr. 50 1984 9,983 *
President & Chief
Executive Officer,
Belmont Bancorp. and
Belmont National Bank
John H. Goodman, II 51 1974 45,026 (10) 2.13
Realtor, President
Goodman Group, Inc.
Keith A. Sommer 55 1995 2,734 *
Attorney, Partner, Sommer,
Sollovan, Liberati &
Shaheen
James R. Miller 53 1995 400 *
Vice President &
General Manager
Joy Technologies Inc.,
April 1992 - present
Specialty Operations
Manager,
Westinghouse Electric,
1970-1992
Footnotes
10. This amount includes 2,854 shares held in the name of
Marylouise Goodman IRA, and 130 shares held in the name of
Marylouise Goodman, wife of John H. Goodman, II, to which Mr.
Goodman disclaims any beneficial interest. This amount also
includes 21,084 shares held in the name of John H. Goodman, II
and Terrence A. Lee, Trustees under a trust dated February 2,
1991, to which Mr. Goodman disclaims any beneficial interest.
This amount also includes 1,605 shares held by John H. Goodman,
II and J. Harvey Goodman, Trustees under a trust dated February
13, 1995 and 4,587 shares held by J. Harvey Goodman and John H.
Goodman, II, Trustees under a trust dated April 26, 1995.
As of February 29, 1996, the Directors and Officers of the
Corporation as a group beneficially owned 161,444 shares or 7.63
percent of the outstanding common stock of the Corporation.
Transactions with Directors and Officers
Certain Directors and Executive Officers and their associates
were customers of and had transactions with the Bank in the
ordinary course of the Bank's business during 1995. From time to
time the law firm of Phillips, Gardill, Kaiser & Altmeyer, of
which Charles J. Kaiser, Jr., a director of both the Corporation
and the Bank, is a partner, has rendered legal services to the
Corporation and the Bank. It is contemplated that this firm will
be retained to perform legal services during the current year.
Meetings of the Board of Directors and Committees and
Compensation of Members
The Board of Directors of the Corporation met eight (8) times
during the year 1995. Each member of the Board of Directors of
the Corporation attended seventy-five percent (75%) or more of
the total number of meetings of the Board and its committees of
which they were members. The Board of Directors of Belmont
National Bank met twelve (12 ) times during 1995. The Directors
of the Corporation and the Bank are the same.
The Board of Directors elects an Executive Committee annually.
Messrs. Ciroli, Goodman, Kaiser, Lee, Mull, Olszowy and Wilson
are members of the Executive Committee of both the Corporation
and the Bank. Meetings of the Executive Committee are called to
consider Corporation or Bank business which may arise between
normally scheduled meetings or to consider in depth policies and
make recommendations to the Board of Directors. The Executive
Committee of the Bank met six (6) times during 1995.
The Executive Committee of the Corporation also serves as a
Nominating Committee. As such, the Committee seeks and
recommends individuals for nomination as directors. The
Nominating Committee will consider as prospective directors
persons suggested to them by any shareholder.
Messrs. Goodman, Kaiser, Lee, Miller, Mull and Olszowy are
members of the Audit Committee of the Bank and the Corporation.
The Audit Committee reviews the reports of the Bank's internal
auditor, the reports of the Corporation's independent Certified
Public Accountants, the adequacy of internal controls and
procedures, and reports to the Board of Directors of the
Corporation and the Bank. This Committee met five (5) times
during 1995.
The Bank also has a Trust Committee that met four (4) times in
1995 whose members are Ms. Haning and Messrs. Belot, Goddard,
Lewis, Sommer, Wallace, Wilson and Logan B. Sturgeon. The Trust
Committee of the Bank approves the operations of the Trust
Department and reports to the Board of Directors.
Directors who are not employees of the Corporation or the Bank
receive an annual retainer fee of Two Thousand Dollars, payable
quarterly in arrears, plus an attendance fee of Two Hundred
Dollars for each Bank or Committee Meeting attended. Also,
Directors receive an attendance fee of One Hundred Dollars per
regularly scheduled quarterly Bancorp. Meeting, not to exceed
Four Hundred Dollars. During 1995, a total of $76,533.50 was
paid to Directors.
In addition to the fees paid to Directors, Mr. Richard G.
Anderson and Mr. Wilbur L. Terhune, each of whom is a retired
Chairman of the Board, received payments under a Deferred
Compensation Plan adopted by the Board of Directors on December
15, 1983. Mr. Anderson received $2,747.04 and Mr. Terhune
received $5,567.04 during 1995 under this plan. The Deferred
Compensation Plan provided an early retirement benefit to covered
individuals equal to eighty percent (80%) of a factor
corresponding to the number of years the employee's early
retirement date preceded his normal retirement date, multiplied
by the employee's average compensation as defined under the
Bank's retirement plan, minus the employee's monthly accrued
benefit under the Bank's retirement plan on a straight life
annuity basis. This amount is further reduced by the employee's
primary social security benefit. Mr. Terhune's benefit is
further reduced by a pension which he receives from a plan
unrelated to the Corporation or the Bank.
EXECUTIVE COMPENSATION
The Executive Committee without the executive officers serves
as the Compensation Committee for Belmont National Bank. The
officers of the Corporation are currently serving without
compensation from Belmont Bancorp. They are, however,
compensated by Belmont National Bank for services rendered as
officers of the Bank. This Committee is responsible for setting
compensation levels for the President and CEO, J. Vincent Ciroli,
Jr.; the Executive Vice President and COO, William Wallace; and
the Senior Vice President, Controller and Cashier, Jane R. Marsh.
The Committee also consults with senior officers with respect to
the compensation and benefits of other officers and employees of
the Corporation.
Compensation Philosophy
The Corporation bases different portions of its executive
compensation program on differing measures of corporate
performance. As a result, the Corporation's compensation program
currently reflects the following themes:
A material portion of compensation should be meaningfully
related to corporate performance.
Since the Corporation has chosen a senior executive team to
manage the operations of the Corporation, bonus compensation
for these senior executives should be based on team effort
and performance of the Corporation as a whole.
Bonus compensation should be related to the return on
shareholders' equity and should be payable only if
the shareholders have received a reasonable return on
the equity.
Compensation should play a critical role in attracting and
retaining executives whom the Corporation deemsmost able to
further its goals and,therefore, should be comparable to
compensation paid by comparable peer organizations.
Summary Compensation Table
For the year ended December 31, 1995, J. Vincent Ciroli, Jr.,
William Wallace and Jane R. Marsh were the only officers
compensated in excess of $100,000. Their compensation is
summarized in the following table:
Name and All Other
Principal Position Year Salary Bonus Compensation
J. Vincent Ciroli, Jr. 1995 $145,000.00 $116,000.00 $14,159.04
President & 1994 $129,900.06 $88,181.00 $9,439.38
Chief Executive 1993 $126,600.00 $41,143.00 $8,488.62
Officer;
Belmont Bancorp. and
Belmont National Bank
William Wallace 1995 $105,000.00 $84,000.00 $11,162.44
Vice President, 1994 $94,734.91 $64,303.00 $6,685.09
Belmont Bancorp. and 1993 $92,365.56 $30,021.00 $5,703.84
Executive Vice
President & Chief
Operating Officer,
Belmont National Bank
Jane R. Marsh 1995 $58,000.02 $46,400.00 $6,097.44
Secretary, Belmont 1994 $51,877.20 $35,212.00 $3,665.09
Bancorp. and Senior 1993 $50,572.80 $16,437.00 $3,063.22
Vice President,
Controller,and
Cashier, Belmont
National Bank
Pay Mix and Measurement
The Corporation's executive compensation program is based on
three components, each of which is intended to serve the overall
compensation philosophy.
Base Salary is targeted at the competitive median for peer
banking organizations. In order to determine these amounts, the
Committee utilizes the Sheshunoff tables, the Executive Studies
Group (a division of Ben S. Cole Financial, Inc.), and the Bank
Wage-Hour & Personnel Service. Salaries for the executive
officers named in the Summary Compensation Table are reviewed by
the Committee on an annual basis and may be increased or
decreased at that time based on the Committee's agreement of how
the management team and the respective individual contributes to
the Corporation, as well as increases in median competitive pay
levels.
Annual Bonus Incentives for executive officers are intended to
reflect the Corporation's belief that management's contribution
to corporate performance comes, in part, from maximizing the
Corporation's return on common shareholders' equity.
Accordingly, the Board of Directors adopted an Executive
Incentive Compensation Plan in 1989 to provide incentive
compensation based upon the earnings of Belmont National Bank.
Amounts paid under the Plan are included in the "Bonus" column in
the Summary Compensation Table above. The individuals covered by
the Plan are J. Vincent Ciroli, Jr., William Wallace and Jane R.
Marsh. Since 1990, the formula for calculating the Executive
Incentive Compensation Plan bonus was based upon the return on
equity (ROE) achieved by Belmont National Bank. Twenty percent
(20%) of earnings in excess of a selected rate of return on
shareholders' equity as of the beginning of each year comprised
the bonus pool. The selected rate of return on shareholders'
equity is established annually by the Board of Directors. The
bonus pool is allocated among the executive officers based upon
the ratio of the participant's salary to total participants'
salaries. For the year 1995, the formula was altered to
correlate the return on equity base to ninety percent (90%) of
the December 31, 1995, Uniform Bank Performance Report's
calculation of net income as a percent of average total equity
for the peer group of which the Bank is a part. Since the
information will not be available until March of the following
year, the bonus was calculated and paid based upon the September
1995 peer numbers and final adjustments made when the final
information is received. Ninety percent of the peer group's
return on average equity at September 30, 1995 was 13.15%. The
selected rates of return on beginning shareholders' equity was
thirteen percent (13.00%) for 1994 and 1993. The Committee
believes that this program provides an appropriate link between
the Corporation's performance and the incentives paid to the
executive officers. The return on equity goal is established by
the Committee annually.
Other Compensation is provided so that the Corporation's overall
benefits are comparable with other similar organizations so as to
attract and retain competent management.
The Bank has a Defined Contribution 401(k) Savings Plan which
allows employees who work over 1,000 hours per year to defer up
to 10% of their pre-tax salary to the Plan. The Bank matches
fifty percent (50%) of the first four percent (4%) deferred. The
Bank may also make voluntary contributions to the Plan. In 1995,
the Bank paid $33,314.54 in matching funds and made a voluntary
contribution of $131,515.05, or seven and one tenth percent (7
1/10%) of annual salary. In 1995, the profit sharing
contribution attributed to Mr. Ciroli was $10,650.00; the
matching funds contribution was $2,900.04. The profit sharing
contribution paid for Mr. Wallace was $8,857.67; the matching
funds contribution was $2,100.02. The profit sharing
contribution paid for Mrs. Marsh was $4,850.32 and the matching
funds contribution was $1,160.12. This compensation is
included in the "All Other Compensation" column in the Summary
Compensation Table above.
The Bank provides reimbursement for club fees, membership dues
and entertainment expenses for business use by Mr. Ciroli and Mr.
Wallace. The Bank also provides Mr. Ciroli and Mr. Wallace with
the use of a company car. Personal benefits from such
expenditures are less than 10% of salary and bonus and,
therefore, have been excluded from the Summary Compensation Table
above.
The Bank maintains a split-dollar life insurance plan for
several of its officers. Under the plan, the Bank maintains
ownership of all cash value in the insurance policies and a
portion of the death benefits. The participant's named
beneficiary is entitled to three times the participant's annual
salary at his death. Annually, the participant recognizes taxable
income to the extent of the assumed term cost of the coverage.
At the death of the participant, the Bank's share of the death
benefit will be sufficient to recover all costs associated with
the plan. For 1995, the amount of income attributable for a
split-dollar insurance plan was $609.00, $204.75 and $87.00 for
Mr. Ciroli, Mr. Wallace and Mrs. Marsh respectively. These
amounts are included in the "All Other Compensation" column in
the Summary Compensation Table above.
The Corporation adopted a Supplemental Retirement Plan for the
three executive officers at its meeting on January 18, 1994, and
subsequently amended the plan on December 19, 1995, in order to
augment the retirement benefits payable to these officers and
make them more comparable to the benefits provided under the
defined benefit plan which was terminated in 1990. The persons
covered under the plan are J. Vincent Ciroli, Jr., President and
Chief Executive Officer; William Wallace, Vice President of the
Corporation and Executive Vice President and Chief Operating
Officer of the Bank; and Jane R. Marsh, Secretary of the
Corporation and Senior Vice President, Controller and Cashier of
the Bank. Under the Plan the Corporation credited the sum of
$163,000 to a book reserve account for the benefit of Mr. Ciroli,
the sum of $19,000 for Mr. Wallace and the sum of $3,000 for Ms.
Marsh. The balance in the book reserve account will be invested
as directed by the Board and distributed to the officer over a
ten (10) year period following retirement. The officer will bear
the risk of earnings in the book reserve account. Under the Plan
the maximum amount that can be paid to Mr. Ciroli is $43,000 per
annum; to Mr. Wallace $40,000 per annum; and to Ms. Marsh $11,250
per annum. The supplemental retirement benefits may be forfeited
if the employee is terminated for cause.
COMPENSATION COMMITTEE
John H. Goodman, II Thomas Olszowy
Charles J. Kaiser, Jr. W. Quay Mull, II
Terrence A. Lee Charles A. Wilson, Jr.
Stock Price Performance Graph
The following graph compares for each of the last five years
ending December 31 the cumulative total return of the
Corporation's Common Stock, All Nasdaq U.S. Stocks Index and SNL
Securities' Index of Banks with Assets Size less than $500
million. The cumulative total return of the Corporation's Common
Stock assumes $100 invested on December 31, 1990 and assumes
reinvestment of dividends.
Belmont Bancorp. Stock Price Performance
SNL SECURITIES'
INDEX OF BANKS WITH ALL NASDAQ U.S.
BELMONT BANCORP. ASSETS LESS THAN $500M STOCKS
MEASUREMENT POINT-
12/31/90 $100.00 $100.00 $100.00
YEAR ENDED 12/31/91 104.70 138.00 160.56
YEAR ENDED 12/31/92 114.73 194.18 186.86
YEAR ENDED 12/31/93 125.43 226.91 214.51
YEAR ENDED 12/31/94 234.90 230.34 209.68
YEAR ENDED 12/31/95 439.46 297.62 296.30
PROPOSAL NUMBER 2: SELECTION OF AUDITORS
The Board of Directors has retained S.R. Snodgrass A.C. as
independent auditors for both the Corporation and the Bank for
the year ending December 31, 1996. There will be presented to
the shareholders at the Annual Meeting a proposal that this
selection be ratified by the shareholders. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT THIS SELECTION BE SO
RATIFIED. The services rendered by S.R. Snodgrass A.C. during
the year 1995 involved auditing services primarily and consisted
of the examination of the financial statements of the Corporation
and its subsidiaries, principally the Bank. It is expected that
a representative of the accounting firm will be present at the
shareholders' meeting. Such representative will be given the
opportunity to make a statement if he desires to do so, and will
be available to respond to appropriate questions from the
shareholders who are present.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors, executive officers, and persons who
own more than 10% of a registered class of the Corporation's
equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Corporation. Officers,
directors and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Corporation's knowledge, based
solely on a review of the copies of such reports furnished to the
Corporation and written representations that no other reports
were required, during the two fiscal years ended December 31,
1995, all section 16(a) filing requirements applicable to the
Corporation's officers, directors, and greater than 10%
beneficial owners were complied with.
Other Matters
As of the date of this Proxy Statement, the Board of Directors
and Management were unaware of any matters not referred to in
this proxy statement for action at the meeting. If any other
business comes before the meeting, the persons named in the proxy
will have the authority to vote the shares represented by them in
accordance with their best judgment.
Method and Cost of Solicitation
The solicitation of proxies will be made primarily by mail.
Proxies may also be solicited personally and by telephone by
regular employees and Directors of the Corporation and the Bank
without any additional remuneration and at minimal cost.
Management intends to request banks, brokerage houses,
custodians, nominees, and fiduciaries to obtain authorization for
the execution of proxies. The Corporation will bear the entire
cost of soliciting proxies.
Shareholder Proposals for Next Year's Annual Meeting
Proposals which shareholders intend to present at next year's
annual meeting, now scheduled to be held on April 15, 1997, will
be eligible for inclusion in the Corporation's proxy material for
that meeting if they are submitted to the Corporation in writing
no later than November 8, 1996. A proponent may submit a maximum
of two proposals of not more than 300 words each for inclusion in
the proxy material. At the time of the submission of the
proposal, a shareholder may also submit a written statement of
not more than 200 words in support thereof for inclusion in the
proxy material for the meeting, if requested by the proponent, in
the event that the proposal is opposed by the Corporation. When
submitted to the Corporation, a proposal should be accompanied by
a written notice of the proponent's intention to appear
personally at the meeting for the purpose of presenting the
proposal for action.
Bridgeport, Ohio BY ORDER OF THE BOARD
March 15, 1996 OF DIRECTORS
J. VINCENT CIROLI, JR.,
PRESIDENT & CEO
APPENDIX A
PROXY
BELMONT BANCORP., BRIDGEPORT, OHIO
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1996
KNOW ALL MEN BY THESE PRESENT that I the undersigned Shareholder of
BELMONT BANCORP. do hereby nominate, constitute and appoint David L. Barnes
and Kelley Archer, or either of them, my true and lawful attorney with full
power of substitution, for me and in my name, place and stead to vote all
of the Common Stock of said Corporation standing in my name at the Annual
Meeting of its Shareholders to be held at Belmont National Bank, 980
National Road, Wheeling, West Virginia, on April 16, 1996, at 1:00 P.M., or
at any adjournments thereof with all the powers the undersigned would
possess if personally present as follows:
1. For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them to
serve a three-year term expiring at the annual shareholders' meeting in
1999:
Mary L. Holloway Haning Thomas Olszowy
Charles J. Kaiser, Jr. Charles A. Wilson, Jr.
Samuel A. Mumley
with full authority to cumulate the votes represented by such shares and to
distribute the same among the nominees in such manner and numbers as said
proxies in their discretion may determine.
THE AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES LISTED ABOVE
MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF THE
NOMINEE.
For 2. To consider and act upon a proposal to ratify the
Against appointment of S.R. Snodgrass A.C. as independent auditors
Abstain for the year ending December 31, 1996.
For 3. In accordance with the judgment of the said proxies to vote
Against upon such other matters as may be presented for
Abstain consideration and action.
DATED ___________________ ________________________________________
________________________________________
Signature(s)
When signing in a fiduciary capacity,
please give full title.
All joint owners should sign.
Please sign, date and return your Proxy promptly in the enclosed envelope
to BELMONT NATIONAL BANK, 154 West Main Street, St. Clairsville, Ohio
43950.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
ALL OF THE ABOVE ITEMS.
