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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Belmont Bancorp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
080-162-100
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(CUSIP Number)
David R. Giffin
151 South Rose Street
Suite 623
Kalamazoo, Michigan 49007
(616) 381-1788
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP NO. 080-162-100 13D Page 2 of 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David R. Giffin
David R. Giffin Trust, dated April 7, 1992, as amended*
(see #14 below)
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
900,000
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 900,000
EACH 10 SHARED DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON
IN
* David R. Giffin is the grantor, trustee, and beneficiary of the
trust. For purposes of this Schedule 13D, the trust is being
disregarded.
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ITEM 1 SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the common
stock (the "Common Stock") of Belmont Bancorp., an Ohio corporation (the
"Issuer"). The Issuer's principal executive address is 325 Main Street,
Bridgeport, Ohio 43912.
ITEM 2 IDENTITY AND BACKGROUND
(a-b) This Statement is being filed by David R. Giffin ("Mr. Giffin")
individually and as the Trustee of the David R. Giffin Trust, dated April 7,
1992, as amended (the "Trust"). The address of Mr. Giffin and the Trust is 151
South Rose Street, Suite 623, Kalamazoo, Michigan 49007. Mr. Giffin is the
grantor, trustee, and beneficiary of the Trust and as such, Mr. Giffin has the
sole voting authority and investment discretion with respect to the Common Stock
acquired by the Trust.
(c) Mr. Giffin's principal occupation is as an investment manager. He is
employed by Pension Systems Incorporated, whose address is 151 South Rose
Street, Suite 623, Kalamazoo, Michigan 49007. Its principal business is
administering qualified retirement plans.
(d-e) During the last five years, neither Mr. Giffin nor the Trust has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Giffin is a citizen of the United States.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Common Stock covered by this Statement is
$1,480,000.00. This purchase price was paid out of funds maintained by the Trust
and no part was financed.
ITEM 4 PURPOSE OF TRANSACTION
The securities covered by this Statement were acquired for the purpose of
investment. Mr. Giffin individually, through his pension plan, or as Trustee of
the Trust or any other trust, may purchase additional shares of Common Stock or
dispose of all or some portion of the Common Stock owned by him personally, his
pension plan, the Trust or another trust as permitted by applicable securities
laws. Mr. Giffin has no present plan or proposal which would result in the
acquisition of additional securities of the Issuer by any person, an
extraordinary corporate transaction (with respect to corporate governance,
structure, assets or capitalization), the delisting of any of the Issuer's
securities, the termination of the registration of any class of the Issuer's
Securities, or any similar transaction.
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ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) As of close of business on June 19, 2000, Mr. Giffin owned beneficially
900,000 shares of Common Stock (111,000 shares held by his pension plan and
789,000 shares held in trust), which will constitute approximately 9.4% (1.2% by
his pension plan and 8.2% in trust) of the 9,601,403 shares outstanding at the
completion of the offering detailed in the Issuer's Prospectus dated May 17,
2000. The 9,601,403 shares outstanding are based upon the assumption that
1,500,000 shares are sold in connection with such offering. If all 3,000,000
shares are sold, Mr. Giffin's beneficial ownership will be 8.1% (1.0% by his
pension plan and 7.1% in trust).
(b) Mr. Giffin has the sole power to vote and dispose of such shares.
(c) Mr. Giffin has acquired a beneficial interest in a total of 740,000 shares
of Common Stock in the last sixty (60) days. On June 19, 2000, the Trust
acquired 740,000 shares of Common Stock pursuant to an offering at $2.00 per
share.
(d-e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as noted below, neither Mr. Giffin nor the Trust has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer, including, but not limited to
transfer or voting of any securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
A licensed broker-dealer has entered into an agreement with the Issuer to sell
up to 1,500,000 shares of the Common Stock on a best efforts basis. This
broker-dealer will receive a commission of $0.30 per share of Common Stock it
sells. Mr. Giffin is a licensed securities salesperson and is affiliated with
the broker-dealer. He will earn a commission on any sales he makes.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP NO. 080-162-100 13D Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
/s/ David R. Giffin
Name/Title: David R. Giffin
Individually and as Trustee of
the David R. Giffin Trust,
dated April 7, 1992, as
amended.
June 19, 2000
