SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
( X ) Definitive Proxy Statement by Rule 14a-6(e)(2))
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
BELMONT BANCORP.
_______________________________________________________________________
(Name of Registrant as Specified In Its Charter
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
( X )$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
( )$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( )Fee computed on table below per Exchange Act Rules14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transactions computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( )Fee paid previously with preliminary materials.
( )Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
BELMONT BANCORP.
April 21, 1997
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, 100 Plaza Drive, St. Clairsville,
Ohio, on Monday, April 21, 1997, at 11:00 a.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 2000.
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, 1997.
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 28, 1997, 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 21, 1997
PROXY STATEMENT
OF
BELMONT BANCORP.
325 Main Street
Bridgeport, Ohio 43912
ANNUAL MEETING OF SHAREHOLDERS
April 21, 1997
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 21, 1997, in the conference
room of Belmont National Bank, 100 Plaza Drive, St.
Clairsville, Ohio, 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 21, 1997.
The Board of Directors has fixed the close of business on
February 28, 1997, 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 the shareholders' shares
of Common Stock multiplied by the number of Directors to be
elected, and the shareholder may cast all of such votes for
a single Director, or such votes may be distributed among
the nominees, as each shareholder 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 20, 1997, 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 2000.
All nominees are currently Directors of the Corporation and
its principal subsidiary, Belmont National Bank. Each of
the nominees to be elected has continuously served in the
principal occupation shown for the past five years.
<TABLE>
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 2000:
<CAPTION>
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
<S> <C> <C> <C> <C>
John A. Belot 54 1979 18,706 (1) * President,
Walden Industries, Inc.
Terrence A. Lee, CPA 47 1987 1,733 (2) *
Chairman, Belmont Bancorp.
and Belmont National Bank;
Partner, Lee & Associates
Dana J. Lewis 53 1994 13,370 *
President, Zanco Enterprises,
Inc., New Philadelphia, Ohio;
Owner/Operator of McDonalds
restaurants
W. Quay Mull, II 54 1984 12,594 (3) *
Chairman of the Board
Mull Industries, Inc.
William Wallace 41 1991 9,867 (4) *
Executive Vice President &
Chief Operating Officer,
Belmont National Bank;
Vice President, Belmont Bancorp.
</TABLE>
Footnotes
1. 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; 3,575
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.
2. 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 21,194 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.
3. 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.
4. This amount includes 2,632 shares held jointly with
Christine Wallace, Mr. Wallace's wife, in which he shares
voting and investment power; 2,061 shares held in the name
of Christine Wallace, IRA, to which Mr. Wallace disclaims
any beneficial interest; 453 shares held in the name of
William Wallace as Custodian for Joseph J. Wallace, UWVTMA;
453 shares held in the name of William Wallace as Custodian
for Lauren C. Wallace, UWVTMA; 421 shares held in the name
of William Wallace as Custodian for Adrienne C. Wallace,
UWVTMA; and 388 shares held in the name of William Wallace
as Custodian for William J. Wallace, UWVTMA; Mr. Wallace's
minor children.
* 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:
<TABLE>
Directors Whose Term of Office Will Expire at the Annual
Shareholders' Meeting in 1998
<CAPTION>
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
<S> <C> <C> <C> <C>
J. Vincent Ciroli, Jr. 51 1984 10,043 *
President & Chief Executive
Officer, Belmont Bancorp.
and Belmont National Bank
John H. Goodman, II 52 1974 44,886 (5) 2.12
Realtor, President
Goodman Group, Inc.
Keith A. Sommer 56 1995 2,734 *
Attorney, Partner, Sommer,
Liberati & Hoffman
James R. Miller 54 1995 400 *
President, New Philadelphia
Fan Company (Jan. 1997 to
Present) Vice President &
General Manager,
Joy Technologies Inc.
(April 1992-Dec. 1996)
</TABLE>
Footnotes
5. This amount includes 2,854 shares held in the name of
Marylouise Goodman IRA, and 133 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 21,194 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 1,612 shares
held by John H. Goodman, II and J. Harvey Goodman, Trustees
under a trust dated February 13, 1995 and 4,283 shares held
by J. Harvey Goodman and John H. Goodman, II, Trustees under
a trust dated April 26, 1995.
<TABLE>
Directors Whose Term of Office Will Expire at the Annual
Shareholders' Meeting in 1999
<CAPTION>
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
<S> <C> <C> <C> <C>
Mary L. Holloway Haning 41 1993 1,565 (6) *
Teacher, Mount De Chantal
School (Sept. 1996 -
Present) Special Projects
Coordinator, Plastic Surgery,
Inc. (Sept. 1995-Sept. 1996)
Director of Admissions,
Wheeling Country Day School
(1987-1995)
Charles J. Kaiser, Jr. 47 1979 10,548 (7) *
Attorney, Partner, Phillips,
Gardill, Kaiser & Altmeyer
Samuel A. Mumley 65 1996 100 *
Executive Secretary,
Ohio Valley Athletic
Conference
Thomas Olszowy 50 1993 15,066 (8) *
Independent Insurance Agent,
Tom Olszowy Insurance Agency
Charles A. Wilson, Jr. 54 1973 21,816 (9) 1.03 President,
Wilson Funeral & Furniture
Co.
</TABLE>
Footnotes
6. This amount includes 1,024 shares held for the benefit
of Mary L. Holloway Haning in trust in which Wesbanco Bank
Wheeling is trustee.
7. 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.
8. 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.
9. 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.
As of February 28, 1997, the Directors and Officers of the
Corporation as a group beneficially owned 162,428 shares or
7.68 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
1996. From time to time the law firms of Phillips, Gardill,
Kaiser & Altmeyer, of which Charles J. Kaiser, Jr. is a
partner, and Sommer, Liberati & Hoffman, of which Keith A.
Sommer is a partner, have rendered legal services to the
Corporation and the Bank. Messrs. Kaiser and Sommer are
directors of both the Corporation and the Bank. It is
contemplated that these firms 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 six (6)
times during the year 1996. 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 thirteen (13 ) times
during 1996. 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 eight (8) times during 1996.
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 Bank's compliance officer, and
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 four (4) times
during 1996.
The Bank also has a Trust Committee that met three (3)
times in 1996 whose members are Ms. Haning and Messrs.
Belot, Lewis, Mumley, 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 1996, a total
of $81,266.67 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 $2,423.04 and
Mr. Terhune received $5,567.04 during 1996 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 but
with the addition of James R. Miller and Keith A. Sommer
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 equity.
-- Compensation should play a critical role in attracting
and retaining executives whom the Corporation deems most 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, 1996, 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:
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
J. Vincent Ciroli, Jr. 1996 $152,000.00 $68,400.00 $16,767.99
President & 1995 $145,000.00 $116,000.00 $14,159.04
Chief Executive 1994 $129,900.06 $88,181.00 $9,439.38
Officer
Belmont Bancorp. and
Belmont National Bank
William Wallace 1996 $110,000.17 $49,500.00 $15,722.09
Vice President, 1995 $105,000.00 $84,000.00 $11,162.44
Belmont Bancorp. and 1994 $94,734.91 $64,303.00 $6,685.09
Executive Vice President
& Chief Operating Officer
Belmont National Bank
Jane R. Marsh 1996 $70,000.01 $31,500.00 $9,915.19
Secretary, Belmont 1995 $58,000.02 $46,400.00 $6,097.44
Bancorp. and Senior 1994 $51,877.20 $35,212.00 $3,665.09
Vice President,
Controller, and Cashier,
Belmont National Bank
</TABLE>
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, and comparisons
with other Ohio and regional banking organizations of
similar size. 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 analysis 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 has been 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 has
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. Beginning in 1996, a sliding
cap was placed on the calculation of the bonus pool so that
no bonus would exceed eighty percent (80%) of an executive
officer's base salary. 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 was not 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 was received.
The selected rates of return on beginning shareholders'
equity was thirteen percent (13.00%) for 1994. In part
based upon the delay in obtaining peer numbers and in part
based upon the variance between the Bank's performance and
peer performance, for the year 1996 the selected rate of
return on beginning shareholder's equity was established at
eighteen percent (18%). 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 1996, the Bank paid
$36,166.74 in matching funds and made a voluntary
contribution of $184,462.57, or nine percent (9%) of annual
salary. In 1996, the profit sharing contribution attributed
to Mr. Ciroli was $13,500.00; the matching funds
contribution was $2,583.99. The profit sharing contribution
paid for Mr. Wallace was $13,500.00; the matching funds
contribution was $1,991.09. The profit sharing contribution
paid for Mrs. Marsh was $8,389.08 and the matching funds
contribution was $1,400.11. 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 1996, the
amount of income attributable for a split-dollar insurance
plan was $684.00, $231.00 and $126.00 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 during
1995 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 W. Quay Mull, II
Charles J. Kaiser, Jr. Thomas Olszowy
Terrence A. Lee Keith A. Sommer
James R. Miller 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, 1991 and
assumes reinvestment of dividends.
Belmont Bancorp. Stock Price Performance
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, 1997. 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 1996 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, 1996, 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 20,
1998, 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 21, 1997. At
the time of the submission of the proposal, a proponent may
also submit a statement in support of the proposal. The
proposal and its supporting statement in the aggregate
shall not exceed 500 words. 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 OF DIRECTORS
March 21, 1997 J. VINCENT CIROLI, JR.,
PRESIDENT & CEO
APPENDIX A
PROXY
BELMONT BANCORP., BRIDGEPORT, OHIO
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1997
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, 100
Plaza Drive, St. Clairsville, Ohio, on April 21, 1997, at 11:00 A.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
2000:
John A. Belot W. Quay Mull, II
Terrence A. Lee William Wallace
Dana J. Lewis
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, 1997.
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.
