NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
BELMONT BANCORP.
April 20, 1999
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, 150 West Main Street, St. Clairsville,
Ohio, on Tuesday, April 20, 1999, at 11:00 a.m. for the following
purposes:
1. To consider and act upon the proposed Amendment to
the Articles of Incorporation to reduce the number of
permitted directors.
2. To elect four (4) persons as Directors to serve for a
three-year term expiring at the annual shareholders'
meeting in 2002.
3. 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, 1999.
4. 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 26, 1999, 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 19, 1999
PROXY STATEMENT
OF
BELMONT BANCORP.
325 Main Street
Bridgeport, Ohio 43912
ANNUAL MEETING OF SHAREHOLDERS
April 20, 1999
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 20, 1999, in the conference
room of Belmont National Bank, 150 West Main Street, 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time of the meeting that have not been revoked will be voted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 19, 1999.
The Board of Directors has fixed the close of business on
February 26, 1999, as the record date for the determination
of shareholders entitled to notice of and to vote at the
Annual Meeting. On the record date 5,236,534 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: AMENDMENT OF ARTICLES OF INCORPORATION
REDUCING NUMBER OF PERMITTED DIRECTORS
Subparagraph (1) of Article THIRTEENTH of the
Corporation's Amended Articles of Incorporation currently
provides that the corporation be managed by a Board of
Directors consisting of not less than fourteen (14) nor more
than eighteen (18) members to be determined annually by a
resolution adopted by the Board of Directors. Prior to the
death of Samuel A. Mumley, the Board of Directors consisted
of fourteen (14) members, the minimum number permitted by
the Articles of Incorporation. Accordingly, upon the death
of Mr. Mumley on February 18, 1999, the number of directors
was reduced below the number permitted under the Articles of
Incorporation thus requiring the naming of another director.
At a special meeting held February 24, 1999, the Board of
Directors unanimously adopted a resolution, subject to
approval by the shareholders, amending the Articles of
Incorporation to permit the Board of Directors to consist of
a minimum of twelve (12) members. The maximum number of
directors would remain at eighteen (18).
Specifically, if adopted the amendment would delete
subparagraph (1) of Article THIRTEENTH of the Amended
Articles of Incorporation and substitute the following:
Section 1. The property, business, and affairs of
the corporation shall be managed and controlled by the
Board of Directors. The number of directors of the
corporation (exclusive of directors to be elected by the
holders of one or more series of Preferred Stock voting
separately as a class or classes) shall not be less than
twelve (12) nor more than eighteen (18), the exact number
of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of
the whole Board of Directors. As used in this Article,
the term "whole Board" means the total number of
Directors which the Corporation would have if there were
no vacancies.
The only change from the present language is the reduction
of the lower limit in the range from fourteen (14) members
to twelve (12).
The Board of Directors believes that the corporation is
managed most effectively by a small number of directors
having a variety of backgrounds. Accordingly, it does not
believe that a reduction of the minimum size of the Board
from fourteen (14) members to twelve (12) members will have
a significant impact upon the corporation or its operation.
There is no present intention to reduce the size of the
Board of Directors below its present thirteen (13) members.
The Articles of Incorporation do not permit a reduction in
the size of the Board of Directors to have the effect of
reducing the term of any sitting director. Because the
Articles of Incorporation presently permits the Board of
Directors to increase the number of its members from time to
time, it is possible that five additional members could be
added to the present Board by the adoption of a resolution
by the Board of Directors. This could be beneficial if, for
example, the corporation would acquire another financial
business or would expand its operations into communities
where it does not currently have operations and desired to
have directors experienced in these new financial businesses
or knowledgeable about these communities. Under the terms of
the Articles of Incorporation, any new directors appointed
as a result of an increase in the number of Directors may
only serve until the next annual shareholders' meeting when
they must stand for election by the shareholders. There are
no current plans to increase the size of the Board of
Directors beyond its existing thirteen (13) members.
Under the terms of the Articles of Incorporation, the
affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the corporation are
required to amend this provision of the Articles of
Incorporation. The Board of Directors unanimously
recommends a vote FOR the Amendment. Proxies not otherwise
specified will be voted in favor of the Amendment.
PROPOSAL NUMBER 2: ELECTION OF DIRECTORS
The Board of Directors of the Corporation by resolution at
its meeting on February 24, 1999, set the number of
Directors at thirteen (13) members contingent upon approval
by the shareholders of the proposal to reduce the minimum
number of directors with four (4) members to be elected to
the class which expires at the annual meeting in 2002. 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.
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 2002:
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
Mary L. Holloway Haning 43 1993 3,966 (1) *
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. 49 1979 26,370 (2) *
Attorney, Partner, Phillips,
Gardill, Kaiser & Altmeyer
Thomas Olszowy 52 1993 44,057 (3) *
Independent Insurance Agent,
Tom Olszowy Insurance Agency
Charles A. Wilson, Jr. 56 1973 53,556 (4) 1.02
Ohio State
Representative;
President, Wilson Funeral &
Furniture Co.
Footnotes
1. This amount includes 2,560 shares held for the benefit
of Mary L. Holloway Haning in trust in which Wesbanco Bank
Wheeling is trustee.
2. This amount includes 180 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 1,500
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. This amount includes 30,254 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 754 shares held
in the name of Tom Olszowy, custodian for Dana Paul Olszowy,
and 2,204 shares held in the name of Tom Olszowy, custodian
for Jonathan T. Olszowy, to which Mr. Olszowy disclaims any
beneficial interest. This amount also includes 10,845
shares held in the name of Thomas P. Olszowy SEP IRA.
4. This amount includes 7,804 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 2000
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
John A. Belot 56 1979 47,600 (5) *
President
Walden Industries, Inc.
Terrence A. Lee, CPA 49 1987 4,433 (6) *
Chairman, Belmont Bancorp.
and Belmont National Bank;
Partner, Lee & Associates
Dana J. Lewis 55 1994 41,642 *
President, Zanco Enterprises,
Inc.
New Philadelphia, Ohio;
Owner/Operator of McDonalds
restaurants
W. Quay Mull, II 56 1984 31,484 (7) *
Chairman of the Board
Mull Industries, Inc.
William Wallace 43 1991 28,927 (8) *
Executive Vice President &
Chief Operating Officer,
Belmont National Bank;
Vice President, Belmont
Bancorp.
Footnotes
5. This amount includes 15,810 shares held jointly by
Terry L. Belot, wife of John A. Belot, and Jason Michael
Belot, son of John A. Belot; 15,810 shares held jointly by
Terry L. Belot and John A. Belot, Jr., son of John A. Belot;
8,936 shares held in the name of Jason Michael Belot; and
1,372 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 2,500 shares held
in the name of Terry L. Belot, IRA, to which Mr. Belot
disclaims any beneficial interest.
6. This amount includes 32 shares held in the name of
Terrence A. Lee, Custodian for Katherine M. Lee, UOTMA; 32
shares held in the name of Terrence A. Lee, Custodian for
Natalie A. Lee, UOTMA; and 32 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 52,704 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.
7. This amount includes 16,080 shares held in the name of
Mull Machine Company of which Mr. Mull is President and
holds a substantial ownership interest.
8. This amount includes 5,775 shares held jointly with
Christine Wallace, Mr. Wallace's wife, in which he shares
voting and investment power; 3,535 shares held in the name
of Christine Wallace, IRA, to which Mr. Wallace disclaims
any beneficial interest; 1,167 shares held in the name of
William Wallace as Custodian for Joseph J. Wallace, UWVTMA;
1,167 shares held in the name of William Wallace as
Custodian for Lauren C. Wallace, UWVTMA; 1,083 shares held
in the name of William Wallace as Custodian for Adrienne C.
Wallace, UWVTMA; and 999 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 2001
Common Stock
Name And Year First % of
Principal Occupation Age Elected Amount Total
J. Vincent Ciroli, Jr. 53 1984 31,980 *
President & Chief Executive
Officer,
Belmont Bancorp. and
Belmont National Bank
John H. Goodman, II 54 1974 109,820 (9) 2.10
Realtor, President
Goodman Group, Inc.
Keith A. Sommer 58 1995 10,658 *
Attorney, Partner, Sommer,
Liberati & Hoffman
James R. Miller 56 1995 1,000 *
President, Howden Air & Gas-
Americas (Oct. 98 to Present)
President, New Philadelphia
Fan Company (Jan. 1997 to
Oct. 98)
Vice President & General
Manager, Joy Technologies Inc.
(April 1992-Dec. 1996)
Footnotes
9. This amount includes 7,134 shares held in the name of
Marylouise Goodman IRA, and 1,236 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 887 shares held in the name of John H.
Goodman, Custodian for Emily Goodman, UOTMA., Mr. Goodman's
minor child. This amount also includes 52,704 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 9,101 shares held by J. Harvey Goodman and John H.
Goodman, II, Trustees under a trust dated April 26, 1995.
As of February 26, 1999, the Directors and Officers of the
Corporation as a group beneficially owned 439,792 shares or
8.40 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
1998. 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 eight (8)
times during the year 1998. 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 sixteen (16) times
during 1998. 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 did not meet during 1998.
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. Belot, Kaiser, Lee, Lewis, Miller, 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 five (5) times
during 1998.
The Bank also has a Trust Committee that met five (5)
times in 1998 whose members are Ms. Haning and Messrs.
Goodman, Mull, Mumley, Sommer, Wallace and Wilson. 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 Three Thousand
Dollars, payable quarterly in arrears, plus an attendance
fee of Three Hundred Dollars for each Bank or Committee
Meeting attended. During 1998, a total of $112,200.00 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 $1,864.80 and
Mr. Terhune received $5,567.04 during 1998 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 advising the Board regarding 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 deems most able to
further its goals and, therefore, should be comparable to
compensation paid by peer organizations in the same region of
the country that the Corporation operates.
Summary Compensation Table
For the year ended December 31, 1998, 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:
Long Term
Incentive
Name and Compen- All Other
Principal Position Year Salary Bonus sation(1) Compensation
J. Vincent Ciroli, Jr. 1998 $161,000.00 $24,150.00 $24,150.00 $23,198.90
President & Chief 1997 $152,000.00 $26,600.00 $26,600.00 $15,707.59
Executive Officer 1996 $152,000.00 $68,400.00 - $16,767.99
Belmont Bancorp. and
Belmont National Bank
William Wallace 1998 $119,000.00 $17,850.00 $17,850.00 $26,249.23
Vice President, 1997 $110,000.00 $19,250.00 $19,250.00 $12,420.97
Belmont Bancorp. and 1996 $110,000.17 $49,500.00 - $15,722.09
Executive Vice President
& Chief Operating Officer,
Belmont National Bank
Jane R. Marsh 1998 $ 79,000.00 $11,850.00 $11,850.00 $13,088.05
Secretary, Belmont 1997 $ 70,000.00 $12,250.00 $12,250.00 $11,350.80
Bancorp. and Senior 1996 $ 70,000.01 $31,500.00 - $ 9,915.19
Vice President,
Controller, and Cashier,
Belmont National Bank
(1) See the description for the Long Term Incentive
Compensation under the heading "Annual Bonus Incentives".
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 has utilized the Sheshunoff tables, the
Executive Studies Group (a division of Ben S. Cole
Financial, Inc.), and the Bank Wage-Hour & Personnel
Service. During 1997, the Committee retained Bank
Compensation Strategies Group located in Dublin, Ohio, to
advise it and the Board concerning salaries for comparable
officers at 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, since 1989 the Board of Directors has
had in place an Executive Incentive Compensation Plan 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.
During 1997, the Compensation Committee retained Bank
Compensation Strategies Group of Dublin, Ohio, to advise the
Committee and the Board on changes to the Executive
Incentive Compensation Plan designed in part to: (i) allow
additional senior executives to be added to the Executive
Incentive Compensation Plan without disrupting the formula;
and (ii) requiring half of each year's bonus to be deferred
and held as phantom stock of the Corporation which is hoped
will enhance the senior executives' interest in the long-
term appreciation of the Corporation's stock. The revised
Senior Executive Incentive Plan adopted during 1997 pays an
incentive bonus calculated as a percentage of salary varying
between 10% and 80% when the Corporation's return on equity
exceeds the average return on equity of a peer group. No
award is made unless the Corporation's return on equity is
at least 10% greater than the peer group average. Half of
any bonus is paid to the executive in cash and the other
half is credited to a non-qualified deferred compensation
plan that invests in the Corporation's phantom stock. That
amount is shown as Long Term Incentive Compensation in the
Summary Compensation Table. The plan is a phantom stock
plan because the portion of the bonus paid to the plan is
converted to units designed to appreciate or depreciate in
relation to the appreciation or depreciation of the
Corporation's common stock. Upon termination of employment
for reasons of death, disability, retirement or any other
reason the executive will be paid his benefit in cash over a
period of years. The Committee believes that the program,
as revised, provides an appropriate link between the
Corporation's short-term performance and long-term
performance (as measured by the appreciation of its stock)
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 1998, the Bank paid $43,651.46 in matching
funds and made a voluntary contribution of $260,783.05, or
ten and four tenths percent (10.4%) of annual salary. In 1998,
the profit sharing contribution attributed to Mr. Ciroli was
$14,148.16; the matching funds contribution was $3,220.10.
The profit sharing contribution paid for Mr. Wallace was
$12,355.20; the matching funds contribution was $2,260.96.
The profit sharing contribution paid for Mrs. Marsh was
$10,228.40 and the matching funds contribution was $1,580.02.
In addition, a contribution was made to a deferred compensation
account to make up profit sharing and matching contributions
that were lost to the executives during 1996, 1997 and 1998,
as their deferred salaries were considered ineligible wages
in the 401(k) plan for a profit sharing or matching
contribution. This contribution was $5,009.54 for Mr.
Ciroli, $11,361.75 for Mr. Wallace and $1,137.43 for Mrs.
Marsh. 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 1998, the
amount of income attributable for a split-dollar insurance
plan was $821.10, $271.32 and $142.20 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 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, 1993 and
assumes reinvestment of dividends.
Belmont Bancorp. Stock Price Performance
PROPOSAL NUMBER 3: 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, 1999. 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 1998 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, 1998, 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, an 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 17,
2000, 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 19, 1999. 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 19, 1999 J. VINCENT CIROLI, JR., PRESIDENT & CEO
