UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
and Form 10-KSB and Form 10-QSB
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K SEC FILE NUMBER
[ ] Transition Report on Form 20-F 0-12724
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q CUSIP NUMBER
[ ] Transition Report on Form N-SAR 080162100
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing check above, identify the
Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Belmont Bancorp.
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Full Name of Registrant (Former Name if Applicable)
325 Main Street
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Address of Principal Executive Offices (Street and Number)
Bridgeport, OH 43912
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(City, State and Zip Code)
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Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10Q-SB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed)
The Registrant is unable to timely file its annual report on Form 10-K for
the year ended December 31, 1999 without unreasonable effort or expense due to
two factors: (1) the additional time needed by the Registrant's new president
and chief executive officer (who joined the Registrant in this capacity in
December 1999) to review and assess the information proposed to be disclosed in
the 10-K; and (2) the additional time needed by the Registrant to supply the
information required by its new auditors (who were appointed as the Registrant's
auditors in October 1999) to complete their audit of the Registrant.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Robert A. Brown 304 233-1206
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the
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preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The financial results of the Registrant for 1999 reflect a period when the
Registrant's Belmont National Bank subsidiary (the "Bank") faced one of the most
serious challenges in its 153 year history. The resignation of the Bank's chief
operating officer and senior lending officer in March 1999 followed by the
closure in April 1999 and subsequent bankruptcy of Schwartz Homes, Inc., the
Bank's largest commercial borrower, marked the beginning of a tumultuous year.
In June, the Registrant's chief executive officer resigned, and the Board of
Directors engaged an interim management group to provide executive management
services and to assist in the recruitment of a new chief executive officer.
Throughout 1999, the Bank's staff worked diligently to assess the magnitude of
the losses associated with Schwartz Homes, Inc. and related consumer loans and
to evaluate the entire commercial loan portfolio. The performance of the
Registrant during 1999 was severely impacted by loan losses and additional
overhead costs associated with interim management, legal services, and
collection efforts. Loan charge-offs throughout 1999 reflected an ongoing
assessment of a dynamic loan portfolio.
Set forth below is a brief summary of Registrant's estimated results for
1999 compared to actual results for 1998 and 1997 (expressed in thousands,
except per share data). The actual results for 1999 are subject to modification
upon completion of the audit.
1999 1998 1997
Income (loss) before income taxes $(16,585) $ (4,105) $ 7,366
Net income (loss) $(11,031) $ (1,919) $ 5,945
Basic earnings (loss) $ (2.11) $ (0.37) $ 1.13
per common share
Return on average assets -2.8% -0.5% 1.6%
Return on average common equity -57.7% -5.8% 20.2%
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Belmont Bancorp.
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(Name of Registrant as Specified in its Charter)
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
By /s/ Wilbur R. Roat
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Wilbur R. Roat
President and Chief Executive Officer
Date: March 30, 2000
INSTRUCTIONS: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign n behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
