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As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-
--------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
BELMONT BANCORP
(Exact Name of Registrant as specified in charter)
OHIO 6021 34-1376776
---- ---- ----------
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
325 Main Street
Bridgeport, OH 43912
(740) 695-3323
(Address and telephone number of principal executive
offices and principal place of business)
Wilbur R. Roat
President and Chief Executive Officer
Belmont Bancorp
325 Main Street
Bridgeport, OH 43912
(740) 695-3323
(Name, address, and telephone number of agent for service)
Copies to:
David G. Edwards, Esq.
Doepken Keevican & Weiss Professional Corporation
58th Floor, USX Tower
600 Grant Street
Pittsburgh, PA 15219
(412) 355-2600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]
<PAGE>
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
maximum aggregate
Title of each class of offering Amount of
securities to be registered price (1) registration fee
--------- ----------------
Common Stock, $.25 par value... $6,000,000 $1,584
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION--May 5, 2000
Prospectus , 2000
BELMONT BANCORP
3,000,000 COMMON SHARES $2.00 PER SHARE
<TABLE>
<S> <C>
Belmont Bancorp
Tier l leverage ratio of 6%, we will discuss
Belmont Bancorp various steps with the regulators, which could
325 Main Street include the following or other actions:
Bridgeport, Ohio 43912
. We could seek to sell all or a portion of the
Trading Bank's assets or deposits or enter into a
strategic partnership with another financial
Our shares are listed on the Nasdaq institution. If we reduce our assets, we could
SmallCap Market with the trading limit our ability to generate earnings in future
symbol BLMT. periods to the extent we sell our most productive
assets. If the Bank is sold or a strategic partner
The Offering: or other person invests in or provides financing to
us, any shares you purchase could have a market
We are offering to our existing value less than the offering price as a result of
shareholders, depositors and other the terms of any such transaction.
persons shares of our common stock,
subject to shares remaining available . At the conclusion of this offering, we could
for purchase upon completion of the seek additional financing through other sources. In
rights offering. This offering will this instance, we could sell common stock or
remain open for the period from securities convertible into common stock at a price
[____], 2000 to [ ], per share less than the price in this offering, and
2000, subject to extension for up to any sales of additional stock would dilute your
an additional 90 days in our sole interest in Belmont. We could also sell preferred
discretion. stock or debt securities, either of which would
have rights preferential to those of our common
We are selling our common stock on a stock.
best efforts basis directly and
through a selling agent.
We plan to use the net proceeds from
this offering to increase the Bank's
capitalization in order to meet a
minimum capital requirement specified
by our Federal regulators of Tier l
Capital at least equal to 6% of
adjusted total assets. At April 30,
2000, the Bank's unaudited estimated
Tier l leverage ratio was
approximately 4.6%. We need to raise
approximately $4.0 million of
additional capital to meet the
required ratio. If we fail to
achieve a
</TABLE>
<TABLE>
<CAPTION>
Price to Public Selling Commissions (1) Proceeds to Belmont (1)
------------------- -------------------------- ---------------------------
<S> <C> <C> <C>
Per Share $ 2.00 $ 0.30 $ 1.70
Total (assuming 1,500,000 shares
are sold in the offering) $3,000,000 $450,000 $2,550,000
Total (assuming 3,000,000 shares
are sold in the offering) $6,000,000 $450,000 $5,550,000
</TABLE>
_____________________________
(1) A selling agent has agreed to seek to sell up to 1,500,000 shares on a best
efforts basis for the commission specified. Belmont expects to offer the
remaining shares directly, also on a best efforts basis.
This investment involves risk. Investors should be able to afford the loss of
their investment. See "Risk Factors" beginning on page 5.
Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
The shares offered hereby are not bank deposits and are not insured by the
Federal Deposit Insurance Corporation or any other agency or company. The
Federal Deposit Insurance Corporation has not passed, and does not pass, upon
the merits of these or any other securities nor do they pass upon the accuracy
or completeness of any prospectus or other selling literature.
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For Pennsylvania Residents: You have accepted an offer to purchase these
securities made pursuant to a prospectus which contains a notice explaining your
right to withdraw your acceptance pursuant to Section 207(m) of the Pennsylvania
Securities Act of 1972 (70 P.S. 1-207(m)), you may elect, within two business
days after the first time you have received the notice and a prospectus to
withdraw from your purchase agreement and receive a full refund of all monies
paid by you. Your withdrawal will be without any further liability to any
person. To accomplish this withdrawal, you need only send a letter or telegram
to the issuer (or underwriter if one is listed on the front page of the
prospectus) indicating your intention to withdraw. Such letter or telegram
should be sent and postmarked prior to the end of the aforementioned second
business day. If you are sending a letter, it is prudent to send it by
certified mail, return receipt requested, to ensure that it is received and also
to evidence the time when it was mailed. Should you make the request orally,
you should ask for written confirmation that your request has been received.
Notice to Ohio Investors: a Registration Statement concerning the shares has
been filed with the Ohio Division of Securities pursuant to Sections
1707.06(a)(1) and 1707.05A of the Ohio Revised Code. These shares have not been
approved or disapproved as an investment for any Ohio resident by the Ohio
Division of Securities, nor has the Division passed upon the accuracy of this
prospectus.
You should rely only on the information contained in this document or
incorporated by reference. We have not authorized anyone to provide you
information that is different. This prospectus shall not constitute an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction in
which it would be unlawful to make such offer or solicitation.
<PAGE>
Belmont Bancorp
3,000,000 shares of Common Stock
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Prospectus Summary...................................... 5
Risk Factors............................................ 7
Where You Can Find More Information..................... 10
Incorporation of Information That We File With the SEC.. 11
Forward-Looking Statements.............................. 11
Use of Proceeds......................................... 12
Determination of Offering Price......................... 12
Dilution................................................ 12
Plan of Distribution.................................... 12
Description of Capital Stock............................ 14
Legal Opinions.......................................... 17
Subscription Agreement.................................. A-1
</TABLE>
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PROSPECTUS SUMMARY
The following summarizes information in other sections of our prospectus.
You should read the entire prospectus carefully.
Belmont
Belmont Bancorp, an Ohio corporation, is a registered bank holding company
headquartered in Bridgeport, Ohio. Our principal business is presently to
operate the Bank, which is a wholly owned subsidiary and our principal asset.
The Bank conducts a general commercial banking business through its 13 banking
offices in eastern Ohio and northern West Virginia. A second subsidiary,
Belmont Financial Network, Inc., invests in low income housing. Our mailing
address is P.O. Box 249, St. Clairsville, Ohio 43950 and our telephone number is
(740) 695-3323.
As of April 30, 2000, we had unaudited consolidated total assets of
approximately $282.2 million, deposits of approximately $227.3 million and
shareholders' equity of approximately $15.9 million.
We provide a wide range of retail banking services to individuals and small
to medium-sized businesses. These services include various deposit products,
business and personal loans, credit cards, residential mortgage loans, home
equity loans, and other consumer oriented financial services including IRA and
Keogh accounts, safe deposit and night depository facilities.
The Offering
Securities Offered................ 3,000,000 common shares, $0.25 par value
at a subscription price of $2.00 per share,
or $6.0 million in the aggregate.
Shares Outstanding/Authorized..... We had 8,101,403 shares of common stock
issued and outstanding as of April 30, 2000.
If the offering is fully subscribed, we
will have 11,101,403 shares issued and
outstanding. We have 17,800,000 shares
authorized.
The Offering...................... We are offering to our existing
shareholders, depositors and other persons
shares of our common stock. We will offer
shares in the offering for the period from
[ ], 2000 to [ ], 2000,
subject to extension for up to 90 days in
our sole discretion. A minimum subscription
of 500 shares is required in this offering.
Use of Proceeds................... We will use the net proceeds of the
offering to increase the capitalization of
the Bank.
Escrow and Acceptance of
Subscriptions.................... We will deposit all subscription funds
received in a non-interest bearing escrow
account with Firstar Bank, N.A., as escrow
agent. The escrow agent will hold in the
escrow account all subscription funds until
we elect to accept or reject subscriptions.
We anticipate seeking the release of funds
not more often than weekly.
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Selling Agent...................... We will enter into a selling agreement with
Beaconsfield Financial Services, Inc. under
which Beaconsfield has agreed on a best
efforts basis to sell up to 1,500,000 of
the shares.
Recent Sales of Securities
On April 14, 2000, we completed a rights and companion ancillary offering
of our common stock in which we sold 2,039,869 shares at $2.00 per share and
received gross offering proceeds of $4,079,738. In addition, in order to
evidence their confidence in Belmont, in November 1999, 10 of our 12 directors
purchased $1.65 million of our stock convertible into common stock. These shares
were converted into 825,000 shares of common stock at the conclusion of the
prior offering based upon the $2.00 per share offering price for our common in
the prior offering. These shares are treated as "restricted securities" as that
term is defined in Rule 144 under the Securities Act of 1933.
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RISK FACTORS
An investment in the shares involves risks, many of which are beyond our
control and represent contingencies that cannot be reliably estimated. You
should carefully consider the following factors and other information in this
prospectus before deciding to invest in shares of our common stock.
If We Do Not Raise Funds Sufficient to Maintain an Adequate Capital Position, We
Will Need to Take Steps Either to Sell the Bank or Seek Alternative Sources of
Financing
The Bank has entered into a consent order with the Office of the Comptroller
of the Currency which required, among other things, that the Bank achieve by
March 31, 2000, and thereafter maintain, Tier 1 capital at least equal to 6% of
adjusted total assets, which is referred to as a 6% Tier 1 leverage ratio. The
Bank would not be treated as "well capitalized" even if it achieved and
maintained a Tier 1 leverage ratio of 6% unless and until the consent order is
terminated or modified to eliminate this capital requirement. Tier 1 capital
consists principally of shareholders' equity less goodwill and a portion of
deferred tax assets. Belmont has also entered into a written agreement with the
Federal Reserve Bank of Cleveland that requires, among other things, that it
maintain an adequate capital position for the Bank.
The Bank took various steps in seeking to satisfy this requirement,
including:
. In October 1999, the Bank sold $38 million in investment securities
and used $33 million of the proceeds to repay borrowings from the
Federal Home Loan Bank of Cincinnati. Although losses and prepayment
penalties associated with the transactions totaled $1.1 million, the
capital required to support the Bank's assets based on the terms of
the consent order was reduced by approximately $2.0 million.
. In February 2000, we commenced a rights and companion ancillary
offering of $10 million of our common stock. Ultimately, we closed the
offering on April 14, 2000 and accepted subscriptions for 2,039,869
shares at $2.00 per share and received gross offering proceeds of $
4,079,738 million.
. In November 1999, 10 of the Bank's 12 directors purchased $1.65
million of our convertible stock. These shares were converted into
825,000 shares of common stock at the conclusion of the prior offering
based upon the $2.00 per share offering price for our common in the
prior offering.
However, the Bank did not achieve the required Tier 1 leverage ratio
by March 31, 2000. Therefore, we are not currently in compliance with the
consent order of the Comptroller of the Currency or the agreement with the
Federal Reserve Bank of Cleveland. At April 30, 2000, the Bank's unaudited
estimated Tier 1 leverage ratio was 4.6%. Management believes we will need to
receive approximately $4.0 million in offering proceeds to achieve a Tier 1
leverage ratio equal to 6%.
On March 30, 2000, the Bank advised the Comptroller of the Currency that it
would not achieve the specified Tier 1 capital level by March 31, 2000 and
submitted a revised capital restoration plan that set forth other means to
achieve the objectives, including by seeking to raise additional capital through
the sale of Belmont's common stock or by selling additional assets or deposits.
On April 14, 2000, the Comptroller of the Currency advised the Bank that it
would require additional detail and support of the actions proposed and,
therefore, could not accept the capital restoration plan as submitted. We have
begun to gather the additional information needed to revise the plan and have
continued a cooperative and on-going dialogue with the Comptroller of the
Currency. If the offering is not successful, we could take the following steps:
7
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. We could seek to sell all or a portion of the Bank's assets or
deposits or enter into a strategic partnership with another financial
institution. If we reduce our assets, we could limit our ability to
generate earnings in future periods to the extent we sell our most
productive assets. If the Bank is sold or a strategic partner or other
person invests in or provides financing to us, any shares you purchase
could have a market value less than the offering price as a result of
the terms of any such transaction.
. At the conclusion of this offering, we could seek additional financing
through other sources. In this instance, we could sell common stock or
securities convertible into common stock at a price per share less
than the price in this offering, and any sales of additional stock
would dilute your interest in Belmont. We could also sell preferred
stock or debt securities, either of which would have rights
preferential to those of our common stock.
We cannot, however, offer any assurance to you that we will be able to
enter into a strategic partnership, obtain additional financing or sell the Bank
or any of its assets on terms favorable to us. If, following this offering, the
Bank is sold or a strategic partner or other person invests in or provides
financing to us, a single investor could obtain control of the Bank and install
a new management team unknown to current shareholders.
Furthermore, since we are not in current compliance with the requirements
of either the Comptroller of the Currency or the Federal Reserve Bank of
Cleveland, they could at any time take various actions or mandate that we take
specified actions, including the following:
. They could continue to monitor our operations as they are currently
doing and allow us more time to improve our capital position.
. They could assume a more active supervisory role and require us to
implement changes in our business model or management.
. They could assume complete control of the management of Belmont and
the Bank and seek to identify a strategic buyer to purchase our assets
or liquidate our assets.
If the Comptroller of the Currency and Federal Reserve Bank of Cleveland
assume complete or significantly greater control of our operations or mandate a
sale of all of our assets, it is likely that such actions could have an adverse
effect on the value of our shares.
If We Continue to Incur Significant Loan Losses, Our Share Value Will Likely
Decline and We Will Need Additional Capital to Meet Capital Requirements
As discussed in our SEC filings and subsequent news releases, we have
recognized significant loan losses and have created significant reserves for
loan losses since the fourth quarter of 1998, principally as a result of a large
commercial borrower ceasing operations in April 1999 and certain irregularities
with regard to consumer loans to customers of that borrower. Belmont has
continued to experience losses in 1999 as it has established additional loan
loss provisions. As of December 31, 1999, we had loan loss reserves of $9.7
million. Based upon our extensive review of our loan portfolio, with the
assistance of outside accountants, we believe that we have appropriately
reserved for loan losses. However, we can offer no assurance that we will not
incur loan losses in the immediate future in excess of the amounts reserved.
If we continue to incur significant loan losses, it is likely that investor
confidence in Belmont will be diminished and that the market price of our shares
will decline. In addition, if these loan losses are significant, we will need
to raise more capital than presently anticipated in order to meet capital
requirements of the Office of the Comptroller of the Currency and the Federal
Reserve Bank of Cleveland. See "Risk Factors--If We Do Not Raise Funds
Sufficient to Maintain an Adequate Capital Position, We Will Need to Take Steps
Either to Sell the Bank or Seek Alternative Sources of Financing."
8
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We have made Significant Loans in Particular Industries, which Heightens our
Risk of Loan Losses
Banks and financial institutions that lend too heavily in a particular
industry are exposed to the risk of substantial loan losses if that industry
should suffer economic hardship. We have lent heavily in particular industries,
principally the amusement industry. The loans and credit facilities we have
made available to the amusement industry totaled $11.7 million, or 8% of our
total loans, at April 30, 2000. William Wallace, formerly the executive vice
president and chief operating officer of the Bank, directed the loans in this
industry due to his belief that this industry was under served by the banking
industry and that higher yields were available on loans made to borrowers in
this industry.
The table set forth below depicts, as of April 30, 2000, the Bank's lending
on an industry-by-industry basis where the loan balance and borrower's available
credit exceed 25% of our Tier 1 capital. Our Tier 1 capital consists principally
of shareholders' equity less goodwill and a portion of deferred tax assets. As
of April 30, 2000, our Tier 1 capital was $12.9 million. Except for the
amusement industry loans, we exceeded this 25% level as a result of the recent
reduction of our capital. We are taking steps to further diversify our loan
portfolio and otherwise lower these percentages by seeking to raise capital in
this offering, but we may not be successful in meeting these objectives. See
"Risk Factors--If We Do Not Raise Funds Sufficient to Maintain an Adequate
Capital Position, We Will Need to Take Steps Either to Sell the Bank or Seek
Alternative Sources of Financing."
<TABLE>
<CAPTION>
Loan Balance and Percent of
Industry Available Credit Tier 1 Capital
<S> <C> <C>
Amusement Industry $11,670,000 90.7%
Commercial Apartments and Rentals 6,205,000 48.2%
Commercial Office Buildings and Rentals 5,412,000 42.1%
Services - Hotel/Motel 4,452,000 34.6%
Commercial Construction Contracting 3,785,000 29.4%
General Building Contracting 3,575,000 27.8%
Miscellaneous Fabricated Metal Products 3,502,000 27.2%
</TABLE>
We Face Intense Competition in Our Market Area Which May Reduce Our Customer
Base
Bank holding companies and their subsidiary banks are subject to vigorous
and intense competition from other banking institutions and from various
financial institutions and other "nonbank" or non-regulated companies or firms
that engage in similar activities. We compete for deposits with other
commercial banks, savings banks, savings and loan associations, insurance
companies and credit unions, as well as issuers of commercial paper and other
securities, including shares in mutual funds. In making loans, we compete with
other commercial banks, savings banks, savings and loan associations, consumer
finance companies, credit unions, insurance companies, leasing companies and
other nonbank lenders. Because of our current need to increase our capital we
may be unable to compete for some loans that we would normally like to make.
We compete not only with financial institutions in Eastern Ohio and
Northern West Virginia but also with a number of large out-of-state and foreign
banks, bank holding companies and other financial and nonbank institutions.
Some of these institutions are engaged in national and international operations
and have more assets
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and personnel than we do. In addition, some of our competitors are not subject
to the extensive bank regulatory structure and restrictive policies that apply
to us.
The principal factors in successfully competing for deposits are convenient
office locations, flexible hours, competitive interest rates and services, while
those relating to loans are competitive interest rates, the range of lending
services offered and lending fees. We believe that the local character of our
business and our community bank management philosophy enables us to compete
successfully in our market area. We anticipate, however, that competition will
continue to increase in the years ahead.
Additional Sales of Capital Stock in the Future Could Dilute Our Stockholders'
Ownership Interests
Our shares of capital stock eligible for future sale could have a dilutive
effect on the market for our common stock and could adversely affect the market
price. Our charter authorizes the issuance of up to 17,800,000 shares of
common stock and 90,000 shares of preferred stock. As of April 30, 2000, we had
8,101,403 shares of common stock and no shares of preferred stock outstanding.
Assuming all 3,000,000 shares offered in this offering are sold, 6,698,597
shares of common stock will be available for future issuance. In order to
improve our capital position we may have to attract new investors in the future
by the sale of stock at a lower price than the current offering price.
Our Charter Contains Anti-takeover Provisions Which Could Discourage
Acquisitions and Adversely Affect the Price of Our Stock
Our Articles of Incorporation contain provisions which may have the effect
of discouraging or impeding a tender offer, proxy contest or similar
transactions involving control of Belmont, including transactions in which our
stockholders might otherwise receive a premium for their shares above then-
current market prices or other transactions they may deem to be in their best
interest.
Ohio Statutory Law Contains Provisions which Could Discourage Acquisitions and
Adversely Affect the Price of our Stock
Certain provisions of the Ohio Revised Code which are applicable to us may
have the effect of discouraging or impeding a tender offer, proxy contest or
similar transactions involving control of Belmont, including transactions in
which our stockholders might otherwise receive a premium for their shares above
then-current market prices or other transactions they may deem to be in their
best interest. These provisions include permitting a company's board to
consider the interests of employees, suppliers, creditors and customers, general
community and societal factors and the long-term and short-term interests of the
company and its shareholders in deciding whether to accept or reject an offer to
purchase the company. Consequently, if we were to receive an offer to purchase
Belmont, our board could base its decision on whether to accept or reject the
offer based on factors other than maximizing shareholder value.
WHERE YOU CAN FIND MORE INFORMATION
Belmont Bancorp files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document that we file at the SEC public reference room
facility located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers, including Belmont Bancorp, that file
documents with the SEC electronically through the SEC's electronic data
gathering, analysis and retrieval system known as EDGAR. Our common stock is
traded on the Nasdaq SmallCap Market under the symbol "BLMT." Our reports,
proxy and information statements may also be reviewed at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
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This prospectus is part of a registration statement filed by us with the
SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information contained in the registration statement.
You may review the registration statement and the exhibits filed with the
registration statement for further information regarding us and the securities
being sold by this prospectus. The registration statement and its exhibits may
be inspected at the public reference facilities of the SEC at the addresses
mentioned above.
INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" information we have filed
with the SEC. This means:
. incorporated documents are considered part of this prospectus;
. we can disclose important information to you by referring you to those
documents.
The SEC allows us to "incorporate by reference" information we have filed
with the SEC. We are incorporating by reference our annual report on Form 10-K
for the year ended December 31, 1999 filed with the SEC on April 14, 2000 under
SEC file number 0-12724. A copy of this annual report on Form 10-K is being
delivered to you with this prospectus.
You may request a copy of any exhibits which are specifically incorporated
by reference in this filing, at no cost, by contacting us orally or in writing
at the following address:
Jane R. Marsh
Corporate Secretary
Belmont Bancorp
154 W. Main Street, P.O. Box 249
St. Clairsville, OH 43950
(740) 695-3323
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents because our financial
condition and results may have changed since that date.
FORWARD-LOOKING STATEMENTS
We have made statements in this prospectus and in the documents
incorporated herein that are forward-looking statements. You can identify these
statements by forward-looking words such as "may," "will," "intend," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. Forward-
looking statements may also use different phrases. Forward-looking statements
address, among other things, (1) our expectations; (2) projections of our future
results of operations or of our financial condition; or (3) other "forward
looking" information.
We believe it is important to communicate our expectations to our
investors. However, events may occur that we are not able to predict accurately
or which we do not fully control that could cause actual results to differ
materially from those expressed or implied by our forward-looking statements,
including:
. our inability to raise or maintain adequate levels of capital, as
required by the Office of the Comptroller of the Currency and the
Federal Reserve Bank of Cleveland.
. our need to further reduce our total assets through the sale of assets
and the repayment of funding sources, which could impair our ability
to generate earnings in future periods.
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. our need to recognize loan losses or create additional loan loss
reserves due to additional problem loans.
. unforeseen adverse conditions in our borrowers' businesses or
financial condition.
. changes in general economic and business conditions and in the banking
industry in particular.
. changes in banking regulations.
. other factors discussed under "Risk Factors."
USE OF PROCEEDS
We intend to use the net proceeds of the offering to increase the Bank's
capitalization. If we sell all 3,000,000 shares offered, our estimated net
proceeds will be $5,375,000 after deducting the selling commissions payable to
Beaconsfield on 1,500,000 shares and our estimated offering expenses. If we
sell only 1,500,000 of the shares offered, our estimated net proceeds will be
$2,375,000 after deducting the selling commissions payable to Beaconsfield on
1,500,000 shares and our estimated offering expenses. Since the offering is
being conducted on a best efforts basis, we do not know how many shares will be
sold by Beaconsfield or by us directly. Although not presently anticipated, we
may enter into agreements with Beaconsfield to sell more than 1,500,000 shares
or with other selling agents to sell additional shares. In either case, we may
pay commissions at rates permitted by the National Association of Securities
Dealers, Inc., which would reduce the net proceeds of the offering available for
our use.
DETERMINATION OF OFFERING PRICE
We considered several factors in setting the per share offering price of
the shares. Our shares are traded on the Nasdaq SmallCap market. In
determining the per share offering price, we took into account the $2.00 per
share price of our shares in our recent rights and ancillary offerings, which
were closed on April 14, 2000, and the prices at which recent trades have taken
place in our shares. We also took into account our need to raise capital in
order to satisfy the requirements of the Office of the Comptroller of the
Currency and the Federal Reserve Bank of Cleveland. Additionally, we considered
our perception as to the current demand for our stock and the stock price
relative to our current book value. As of May 3, 2000, the closing price of our
shares was $2.88 per share.
DILUTION
We estimate that our book value to be $1.96 per share of common stock at
April 30, 2000. We are offering our shares at a price of $2.00 per share, which
is above our estimated book value. Consequently, purchaser of shares in the
offering will pay a premium of $0.04 per share or 2.0% over book value.
PLAN OF DISTRIBUTION
The Offering
We are offering to our existing shareholders, depositors and other persons
shares of our common stock. We will allow all existing shareholders to
participate in the offering except for shareholders who reside in states in
which we cannot register the shares for sale or obtain an exemption from
registration without unreasonable burden or expense. Generally, it is our
intention to accept subscriptions for shares in the offering in the order
received. Each subscriber must purchase a minimum of 500 shares in the
offering.
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<PAGE>
Dates of Offering
The offering will begin on [ ], 2000 and continue until
[ ], 2000, subject to our right to extend the offering for up to
90 additional days.
Best Efforts Offering
We will offer the shares on a best efforts basis. We intend to offer and
sell shares directly and through Beaconsfield Financial Services, Inc., as our
selling agent. See "--Selling Agent," below. In the case of sales made
directly by us, none of our directors, officers or employees who assist us in
this process will receive any additional compensation for their efforts. We
expect to promote the offering through word of mouth to our shareholders,
depositors and others with whom we do business or have relationships. Although
we have no present plans to do so, we may also enter into agreements with
selling agents to offer and sell our shares. If we do engage selling agents, we
expect to pay selling commissions to them at prevailing rates.
Selling Agent
We will enter into a selling agreement with Beaconsfield Financial Services,
Inc., a registered broker-dealer, to serve as our selling agent. Beaconsfield
will seek to sell, on a best efforts basis, up to 1,500,000 of our shares in the
offering. We have agreed to pay Beaconsfield a selling commission equal to 15%
of the shares sold through its efforts. We have also agreed to indemnify it
against certain liabilities under the Securities Act of 1933.
Although not presently anticipated, we may enter into agreements with
Beaconsfield to sell more than 1,500,000 shares or with other selling agents to
sell additional shares. In either case, we may pay commissions at rates
permitted by the National Association of Securities Dealers, Inc.
How to Subscribe
You may subscribe to purchase shares by completing and signing the
subscription agreement which accompanies this prospectus and mailing or
delivering it to the escrow agent or, if you have subscribed for shares through
the selling agent, as the selling agent directs, together with payment in full
for all shares subscribed for. To be accepted, your subscription must be
forwarded to the escrow agent or the selling agent before the expiration of the
offering. You must pay the full subscription price when you return the
subscription agreement. In the event that payment is less than that required to
purchase the number of shares subscribed for, we will issue only the number of
shares for which payment is received.
If you purchase shares through the selling agent, you should make your check
payable and return your subscription agreement to the selling agent, if the
selling agent so directs. Unless otherwise directed by the selling agent,
subscription agreements should be mailed, and checks made payable, to:
Firstar Bank, N.A., escrow agent
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George
If you have any questions about this offering, please call (740) 699-4699
and leave a detailed message. Our representative will return your call within
one business day.
Delivery of Share Certificates
As soon as practicable following our acceptance of your subscription, we
will mail you a certificate evidencing the shares you have purchased.
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<PAGE>
Escrow of Funds and Acceptance of Subscriptions
All subscription funds received in the offering will be deposited in a non-
interest bearing escrow account with Firstar Bank, N.A., as escrow agent. These
funds will be held in the escrow account until released to us upon our
acceptance of subscriptions, which is expected to occur not more often than
weekly. We may elect to accept or reject any or all of the subscriptions in the
offering for any reason. If we decline to accept any subscriptions, the escrow
agent will promptly return the escrowed funds directly to the subscribers.
DESCRIPTION OF CAPITAL STOCK
General
We are authorized to issue 17,800,000 shares of common stock and 90,000
shares of preferred stock. As of April 30, 2000, we had 8,101,403 shares of
common stock and no shares of preferred stock outstanding.
Common Stock
Holders of common stock are entitled to one vote for each share held of
record on all matters on which stockholders may vote. Holders of common stock
are entitled to receive, as, when and if declared by the board of directors from
time to time, such dividends and other distributions in cash, stock or property
from our assets or funds legally available for such purposes subject to any
dividend or liquidation preferences that may be attributable to any preferred
stock outstanding from time to time.
Preferred Stock
Our board of directors, without further action by the stockholders, is
authorized to issue an aggregate of 90,000 shares of preferred stock. We have
no plans to issue any other series of preferred stock. Our board of directors
may issue preferred stock with dividend rates, redemption prices, preferences on
liquidation or dissolution, conversion rights, voting rights and any other
preferences, which rights and preferences could adversely affect the voting
power of the holders of common stock. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions or
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or could discourage or delay a third party from
acquiring, control.
Classification of Board of Directors
Our board of directors has been classified by dividing the directors into
three classes. One class of directors is elected each year for a term of three
years, so that the term of office of one class of directors expires each year.
Cumulative Voting
Our shareholders have cumulative voting rights pursuant to Ohio law. We
may, as permitted by Section 1701.69 of the Ohio Revised Code, propose to
shareholders that our charter be amended to delete the right to vote
cumulatively in the election of directors. If we propose such an amendment to
shareholders, all shareholders would be entitled to notice of the proposed
amendment as provided by law and such an amendment would be subject to other
requirements as to the number of shares which could be voted against the
proposed amendment. The adoption of such amendment would require the
affirmative vote of the holders of a majority of the stock entitled to vote in
the election of directors.
A shareholder voting cumulatively may cast the number of shares he owns
times the number of directors to be elected in favor of one nominee or allocate
such votes among the nominees as he determines.
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Transfer Agent and Registrar
The transfer agent and registrar for our shares is Registrar and Transfer
Company, 10 Commerce Drive, Cranford, New Jersey 07016.
Liquidation Rights
In the event of liquidation, holders of our capital stock are entitled to
certain rights as to assets distributable to shareholders on a pro rata basis,
after satisfaction of our debts.
No Preemptive Rights
Holders of our capital stock have no preemptive right to subscribe for or
to purchase any additional securities which may be issued by us. Preemptive
rights permit a shareholder to subscribe to a sufficient number of shares so as
to maintain their relative pro rata ownership upon the issuance of additional
shares by a corporation, except in certain circumstances.
Dissenters' Rights
Our shareholders have dissenters' rights in connection with certain mergers
and consolidations pursuant to Ohio law.
Right of Redemption
We are specifically empowered by our charter to buy our shares of
outstanding capital stock from our shareholders.
Dividend Rights
Dividends may be paid on our capital stock as declared by our board of
directors out of funds legally available therefor. Dividends may not exceed our
surplus, as defined by the Ohio Business Corporation Act, and may not be
declared if we are insolvent or would thereby be made insolvent. The consent
order entered into with the Office of the Comptroller of the Currency currently
prohibits our payment of dividends.
Assessability
When issued, our capital stock is fully paid and nonassessable.
Antitakeover Provisions
Some Important Charter Provisions
1. Our charter provides for a classified board of directors as described
above.
2. Our charter requires the approval of the holders at least 75% of our
voting stock to approve the merger or consolidation with or the sale of the
assets or business to, any other corporation unless the transaction receives the
prior approval of 60% of our board of directors.
3. Our charter provides that if an acquiring person becomes the owner of
more than 50% of our voting stock as a result of a tender offer, we shall be
obligated to offer to purchase the remaining shareholders' shares at the highest
price paid by the acquiring person.
These provisions may have the effect of deterring hostile takeovers or
delaying changes in our management. The availability of the authorized and
unissued shares of Belmont to be issued into friendly hands with the purpose of
diluting a potential acquiror's ownership of Belmont may also be determined to
have an antitakeover effect. Our charter and code of regulations currently
contain no other provisions that were intended to
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<PAGE>
be or could fairly be considered as antitakeover in nature or effect. Our board
of directors has no present intention to amend the charter to add any
antitakeover provision.
Some Important Ohio Statutory Provisions
We are subject to certain provisions of Ohio law that may discourage or
render more difficult an unsolicited takeover:
Chapter 1704 of the Ohio Revised Code prohibits certain mergers, sales of
assets, issuances or purchases of securities, liquidation or dissolution, or
reclassifications of the then-outstanding shares of an Ohio corporation
involving, or for the benefit of, certain beneficial holders of stock
representing 10% or more of the voting power of the corporation (a "10%
shareholder"), unless:
. the transaction is approved by the directors prior to the time that
the 10% shareholder became a 10% shareholder (a "shareholder
acquisition date");
. the acquisition of 10% of the voting power is approved by the
directors prior to the shareholder acquisition date; or
. the transaction involves a 10% shareholder that has been such for at
least three years and the transaction is either approved by holders of
two-thirds of the voting power of the corporation and the holders of a
majority of the voting power not owned by 10% shareholders, or certain
minimum price and form of consideration requirements are met.
The Control Share Act provides that the acquisition of shares entitling the
holder to exercise voting power in certain ranges (one-fifth or more, one-third
or more, or a majority) can be made only with the prior authorization of:
. the holders of at least a majority of the total voting power; and
. the holders of at least a majority of the total voting power held by
shareholders other than the proposed acquirer, officers of the
corporation elected or appointed by the directors, and directors of
the corporation who are also employees and excluding certain shares
that are transferred after the announcement of the proposed
acquisition and prior to the vote with respect to the proposed
acquisition. The Control Share Act does not specify a remedy for
violation of the Act. However, in at least one situation, a court has
set aside an acquisition made in violation of the Control Share Act.
The Profit Disgorgement Act provides Ohio corporations, or in certain
circumstances the shareholders of an Ohio corporation, a cause of action to
recover profits realized under certain circumstances by persons who dispose of
securities of a corporation within 18 months of proposing to acquire such
corporation.
A provision of the Ohio General Corporation Law provides that in addition
to the interests of the shareholders, our directors may consider:
1. the interests of the corporation's employees, suppliers, creditors and
customers;
2. the economy of the state and nation;
3. community and societal considerations; and
4. the long-term as well as short-term interests of the corporation and
its shareholders, including the possibility that these interests may
be best served by the continued independence of the corporation.
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Reports
Our common stock is registered under Section 12(g) of the Securities and
Exchange Act of 1934, and we file periodic reports with the SEC as required by
the Act. After the offering, we will continue to file periodic reports with the
SEC.
LEGAL OPINIONS
The validity of the shares offered hereby will be passed upon for us by
Doepken Keevican & Weiss Professional Corporation, Pittsburgh, Pennsylvania.
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Annex A
SUBSCRIPTION AGREEMENT
Firstar Bank, N.A.
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George
Ladies and Gentlemen:
The undersigned hereby subscribes for and agrees to purchase the number of
shares of common stock, par value $0.25 (the "Shares"), of Belmont Bancorp., an
Ohio corporation ("Belmont"), indicated below. The undersigned has executed and
delivered this Subscription Agreement in connection with Belmont's offering of
Shares described in the Prospectus dated May [ ], 2000, as may be
supplemented from time to time ("Supplements"), which Prospectus and
Supplements, if any, accompany this Subscription Agreement.
The undersigned agrees to purchase the Shares subscribed for herein for the
purchase price of $2.00 per share and has delivered to our escrow agent, Firstar
Bank, N.A., with this Subscription Agreement a check made payable to "Firstar
Bank, N.A., escrow agent" or, if the undersigned has subscribed for shares
through any authorized selling agent, a check made payable as the selling agent
directs.
The undersigned acknowledges receipt of a copy of (1) our Prospectus, as
supplemented by the Supplements, and (2) our Annual Report on Form 10-K for the
year ended December 31, 1999.
The undersigned acknowledges that we may accept or decline the
undersigned's subscription for any reason whatsoever. Generally, it is our
intention to accept subscriptions for shares in the Offering on a weekly basis.
<TABLE>
<S> <C>
_______________________________________
______________ Shares ($_______________) Please print name(s) of subscriber(s)
subscribed for (minimum of 500 Shares and
total subscription price at $2.00 per _______________________________________
Share) Signature of subscriber
_______________________________________
______________________________________ Signature of co-subscriber
How Shares are to be held if this is a co-
investment, e.g., as joint tenants (with _______________________________________
right of survivorship) or
tenants-in-common ______________________________________
Address
______________________________________
_______________________________________ Date
Social Security or Tax I.D. number(s)
</TABLE>
A-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Filing Fee.......................................... $ 1,584
NASD Filing Fee......................................... 1,100
Printing and Mailing Expenses........................... 50,000 *
Legal Fees and Expenses................................. 50,000 *
Accounting Fees and Expenses............................ 25,000 *
Blue Sky Fees and Expenses.............................. 10,000 *
Transfer Agent Fees..................................... 5,000 *
Escrow Agent Fees....................................... 5,000 *
Miscellaneous........................................... 27,316 *
Total 175,000
--------
</TABLE>
- ----------------
* Estimate
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ohio General Corporation Law ("OGCL") provides that Ohio corporations
may indemnify an individual made a party to any threatened, pending, or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative, because the individual is or was a director, officer, employee or
agent of the corporation, against liability incurred in the proceeding if the
person: (i) acted in good faith and (ii) the individual believes his conduct was
in the corporation's best interest or was not opposed to the corporation's best
interest.
The OGCL further provides that a corporation shall indemnify an individual
who was fully successful on the merits or otherwise in any proceeding to which
the director, officer, employee or agent was a party because the individual was
or is a director, officer, employee or agent of the corporation, for reasonable
expenses incurred by the director in connection with the proceeding. The OGCL
also provides that a corporation may purchase and maintain insurance on behalf
of the individual who is or was a director, officer, employee or agent of the
corporation or who, while a director, officer, employee or agent of the
corporation is or was serving at the request of the corporation as a director,
officer, partner, trustee, employer or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprises, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent.
The Bylaws of Belmont Bancorp. (the "Registrant") provide that the
Registrant shall indemnify a director, officer, employee or agent of the
Registrant to the extent permitted by the OGCL. Such indemnification, unless
ordered by a court, shall only be provided if the Registrant determines that
such indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct as set forth in the OGCL.
Such determination may be made by either:
(1) a majority of a quorum of directors not party to the proceedings; or
(2) if such quorum is not obtainable, or if the majority vote described in
(i) above so directs, in a written opinion by independent legal
counsel; or
(3) by the shareholders; or
(4) by the court in which such proceeding was brought.
II-1
<PAGE>
The Registrant will maintain a directors' and officers' liability insurance
policy, including bank reimbursement, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.
The Registrant also has agreed to indemnify FiCap Strategic Partners, LLC
("FiCap") and Doepken Keevican & Weiss Professional Corporation ("DKW") against
claims arising out of FiCap's engagement by the Registrant. James F. Bauerle, a
member of DKW and formerly an officer of the Registrant, and David G. Brewick
and Gregory W. Doner, formerly officers of the Registrant, are principals of
FiCap.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
1.1 -- Form of Selling Agency Agreement (5)
4.1 -- Charter (1)
4.2 -- Charter Amendment (2)
4.3 -- Bylaws as currently in effect (1)
5.1 -- Opinion of Doepken Keevican & Weiss Professional
Corporation (5)
10.1 -- Letter Agreements with FiCap Strategic Partners, LLC (1)
10.2 -- Deferred Compensation Plan and Trust for J. Vincent Ciroli, Jr.,
William Wallace and Jane R. Marsh (1)
10.3 -- Executive Incentive Cash Agreement for J. Vincent Ciroli,
Jr., William Wallace and Jane R. Marsh (1)
10.4 -- Executive Phantom Stock Agreement for J. Vincent Ciroli,
Jr., William Wallace and Jane R. Marsh (1)
10.5 -- Supplemental Retirement Plan for J. Vincent Ciroli, Jr.,
William Wallace and Jane R. Marsh (1)
10.6 -- Employment Agreement dated December 13, 1999 among Wilbur R. Roat, the Registrant and
Belmont National Bank (3)
13.1 -- Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 filed with
the SEC on April 14, 2000 (Registration No. 0-12724) (4)
23.1 -- Consent of Doepken Keevican & Weiss Professional
Corporation (included in Exhibit 5.1) (5)
23.2 -- Consent of S.R. Snodgrass A.C. (5)
23.3 -- Consent of Crowe, Chizek and Company LLP (5)
99.1 -- Form of Escrow Agreement between the Registrant and Firstar
Bank, N.A., as escrow agent (5)
</TABLE>
- --------------------------
(1) Filed as an exhibit to the Registrant's Registration Statement filed
November 16, 1999 (Registration No. 333-91035).
(2) Filed as an exhibit to Amendment No. 3 to the Registrant's Registration
Statement filed on February 3, 2000 (Registration No. 333-91035).
(3) Filed as an exhibit to the Annual Report on Form 10-K of the Registrant
for the year ended December 31, 1999 (Registration No. 0-12724).
(4) Incorporated herein by reference.
(5) Filed herewith.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of St.
Clairsville, State of Ohio on May 4, 2000.
BELMONT BANCORP.
/s/ Wilbur R. Roat
-------------------------------
By: Wilbur R. Roat
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE TITLE DATE
/s/ W. Quay Mull II
- -------------------------------- Chairman of the Board, May 2, 2000
W. Quay Mull II and Director
/s/ Wilbur R. Roat
- -------------------------------- President and Chief May 4, 2000
Wilbur R. Roat Executive Officer
(principal executive officer)
/s/ Jane R. Marsh
- -------------------------------- Secretary May 4, 2000
Jane R. Marsh (principal financial
and accounting officer)
- -------------------------------- Director
J. Vincent Ciroli, Jr.
- -------------------------------- Director
Mary L. Holloway Haning
/s/ Charles J. Kaiser, Jr.
- -------------------------------- Director May 2, 2000
Charles J. Kaiser, Jr.
/s/ John H. Goodman II
- -------------------------------- Director May 2, 2000
John H. Goodman II
/s/ Dana J. Lewis
- -------------------------------- Director May 2, 2000
Dana J. Lewis
- -------------------------------- Director
James R. Miller
II-4
<PAGE>
/s/ Terrence A. Lee
- -------------------------------- Director May 2, 2000
Terrence A. Lee
/s/ Thomas P. Olszowy
- -------------------------------- Director May 2, 2000
Thomas P. Olszowy
/s/ Keith A. Sommer
- -------------------------------- Director May 2, 2000
Keith A. Sommer
- -------------------------------- Director
Charles A. Wilson, Jr.
II-5
<PAGE>
Exhibit 1.1
BELMONT BANCORP.
SELLING AGENCY AGREEMENT
------------------------
Dear Sirs:
Belmont Bancorp., an Ohio corporation ("Belmont") has filed an S-2
Registration Statement with the Securities and Exchange Commission ("SEC") to
offer and sell upon the terms and subject to the conditions set forth in the
enclosed Prospectus, up to 3,000,000 Common Shares of Belmont's Capital Stock
(the "Shares").
Belmont may use the services of securities dealers (the "Selling Agents")
selected by it who are members of the National Association of Securities
Dealers, Inc. ("NASD") in connection with the offer and sale of up to 3,000,000
Shares at a price of $2.00 per Share. You are invited to become a Selling Agent
and by your confirmation hereof you agree to act in such capacity and to use
your best efforts to find purchasers for [ ] Shares in accordance
with the terms and conditions of this Agreement.
Accompanying this Agreement is a copy of the Prospectus (which includes as
Annex A thereto a form of the Subscription Agreement), and a Blue Sky
Memorandum and the Supplemental Literature (as hereinafter defined) prepared by
Belmont for use in conjunction with the offer and sale of the Shares. No Selling
Agent is authorized to use any solicitation material other than that referred to
in this paragraph or other materials provided or approved in writing by Belmont.
1. Representations and Warranties of Belmont. Belmont represents and
warrants that:
(a) Belmont is a corporation duly organized under the laws of the
State of Ohio and is validly existing under such laws and has power
and authority to conduct business as described in the Prospectus under
laws of the State of Ohio and every other jurisdiction in which it
conducts business.
(b) Belmont has prepared and filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C. a registration
statement on Form S-2 and has prepared and filed and will prepare and
file amendments thereto for the registration of the Shares under the
Securities Act of 1933, as amended (the "Act"). Copies of such
registration statement and amendments will be made available to you
upon request. Such registration statement has become effective under
the Act. Such registration statement, including financial statements
and exhibits, as amended at the time when it became effective, is
herein called the "Registration Statement," and the prospectus, as
first filed pursuant to the Commission's Rule 424(b) under the Act, is
herein called the "Prospectus."
(c) The Commission has not issued any order preventing or suspending
the use of any preliminary prospectus, or any stop order suspending
the effectiveness of the Registration Statement, and no proceedings
for that purpose have been instituted or
1
<PAGE>
are pending before or threatened by the Commission under the Act.
(d) From the time the Registration Statement became effective and at
all times subsequent thereto up to and including the Termination Date
(as hereinafter defined), the Registration Statement and Prospectus,
and all amendments or supplements thereto, have fully complied and
will fully comply with the provisions of the Act and the published
rules and regulations of the Commission thereunder; when the
Registration Statement became effective, and when any posteffective
amendment thereto becomes effective, the Registration Statement as
amended, has not contained and will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
and when the Registration Statement became effective and at all times
subsequent thereto up to and including the Termination Date, the
Prospectus as amended or supplemented has not contained and will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that none of
the representations and warranties in this subparagraph shall apply to
statements in, or omissions from, the Registration Statement or the
Prospectus or any amendment or supplement thereto based upon and in
conformity with written information furnished to Belmont by or on
behalf of you or by or on behalf of any other Selling Agent
specifically for use with reference to you or any such other Selling
Agent in the preparation of the Registration Statement or the
Prospectus or any such amendment or supplement.
(e) All additional written, audio or audio-visual material prepared
by Belmont for use in conjunction with the offer or sale of the Shares
(hereinafter referred to as "Supplemental Literature") will be
distributed by Belmont only in full compliance with the requirements
of the Act (including, without limitation, the requirement that such
Supplemental Literature not be delivered to any prospective purchaser
unless accompanied or preceded by a Prospectus), and at the time the
Registration Statement became effective and at all times subsequent
thereto up to and including the Termination Date, such Supplemental
Literature has not contained and will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make , the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(f) The accountants who have audited the financial statements
incorporated by reference in the Registration Statement and the
Prospectus are independent public accountants, as required by the Act
and the rules and regulations of the Commission thereunder.
(g) The financial statements (including the related notes and
schedules, if any) of the Company set forth in, accompanying or
incorporated by reference in, the Registration Statement and
Prospectus fairly present the financial position of the entities to
which they relate at the dates thereof. Said financial statements have
been
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prepared in accordance with generally accepted accounting principles
consistently applied (except as otherwise noted) throughout the
periods involved; and since the dates of such financial statements
there has been no material adverse change in the financial position of
any such entities except normal changes as contemplated in the
Prospectus.
(h) There are no contracts or other documents required to be filed by
the Act or the rules and regulations of the Commission thereunder as
exhibits to the Registration Statement that have not been so filed.
(i) Belmont has an authorized and outstanding capitalization as set
forth in the Registration Statement and Prospectus. The sale of the
Shares has been duly and validly authorized by Belmont, and when
subscriptions for the Shares have been accepted by Belmont and the
Shares are issued as contemplated in the Prospectus, the Shares will
be validly issued and will conform to the description thereof
contained in the Prospectus. There are no outstanding options,
warrants or other rights to purchase or otherwise acquire any Shares
of Belmont or any common shares of Belmont or any security convertible
into such common shares except as set forth in the Registration
Statement and the Prospectus.
(j) The person or persons who have signed this Agreement on behalf of
Belmont are duly authorized to so sign, and this Agreement is the
valid, legal and binding agreement of Belmont enforceable in
accordance with its terms, except as the obligations of Belmont under
Paragraph 7 hereof may be limited by public policy under certain
circumstances.
(k) At all times subsequent to the date of this Agreement and up to
and including the Termination Date, the representations and warranties
made in this Paragraph 1 will be true and correct with the same effect
as if they had been made on and as of such time.
2. Sale of the Shares by the Selling Agents. Belmont hereby invites you
to become a Selling Agent and as such to effect sales of the Shares, on a best
efforts basis, for the account and risk of Belmont during the period commencing
with the effective date of the Registration Statement and ending on the
Termination Date. Subject to the terms and conditions and upon the basis of the
representations and warranties herein set forth, your acceptance of such
invitation will constitute your agreement to use your best efforts to find
purchasers for the Shares.
Each person desiring to purchase Shares will be required to complete and
execute a Subscription Agreement (the "Subscription Agreement") and to return
such Subscription Agreement together with a check payable to you or to Firstar
Bank, N.A., Escrow Agent, as you direct. You shall ascertain that each
Subscription Agreement sent in by a prospective purchaser of Shares has been
completed and shall then forward such Subscription Agreement and such check (or
your check, as the case may be) as follows: Firstar Bank, N.A., 425 Walnut
Street, ML CN-WN-O6CT, Cincinnati, OH 45202, Attention: Brian George. Such
checks must be transmitted to Firstar Bank, N.A., by the end of the next
business day following receipt by the Selling Agent. In the event Belmont
receives
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such checks directly, it will transmit such checks to the Escrow Agent (as
defined below) for deposit in the Escrow Account by the end of the second
business day following receipt of such checks from the Selling Agents.
Upon receipt of a Subscription Agreement, Belmont will determine promptly
whether it wishes to accept it, it being understood that Belmont reserves the
right to reject the tender of any Subscription Agreement and to reject all
tenders after the maximum number of Shares has been sold. Should Belmont
determine to accept the tender of the Subscription Agreement, Belmont will
promptly advise you of such action. Should Belmont determine to reject the
tender, it will promptly notify in writing the prospective purchaser and you or
such other Selling Agent of such determination and Belmont will return the
tendered Subscription Agreement and a check equal to the purchase price of the
Shares to the prospective purchaser within 10 days of the rejection, absent
delays beyond the control of Belmont. As soon after the Termination Date as is
practicable, Belmont will issue to each such purchaser a notification and a
share certificate evidencing such purchaser's shares.
All payments received and accepted on or prior to the Termination from
purchasers of Shares shall be deposited in a non-interest-bearing escrow account
(the "Escrow Account") with Firstar Bank, N.A.
Nothing contained in this Paragraph 2 shall be construed to impose upon
Belmont the responsibility of assuring that prospective purchasers meet the
suitability standards contained in the Prospectus or to relieve you or any other
Selling Agent of the responsibility of complying with Section 2 of the Rules of
Fair Practice of the NASD.
3. Termination Date. Termination Date as used herein shall mean a date
no later than [ ] unless extended by Belmont to a date no
later than [ ]. Belmont may terminate the offering of Shares
at any time for any reason.
4. Compensation. For your services as a Selling Agent in soliciting and
obtaining purchasers of Shares, Belmont agrees to pay you a percentage selling
commission of 15% for each Share sold by Belmont through your efforts, up to a
maximum of [ ] Shares, or a maximum commission of $[ ] to
be paid within 24 hours of receipt by Belmont of the proceeds from the Escrow
Account.
No Selling Agent will be entitled to a selling commission with respect to
any tendered Subscription Agreement which is rejected by Belmont or in any case
in which it is determined that the solicitation or obtaining of purchasers by
such Selling Agent was made in violation of the securities laws of the United
States or any state or other jurisdiction.
5. Further Agreements of Belmont.
(a) Belmont covenants and agrees that it will pay or cause to be
paid (i) all expenses and fees in connection with the preparation,
printing, filing, delivery and shipment of the Registration Statement
(including this Agreement and all other exhibits to the Registration
Statement), the Prospectus and any amendments or supplements thereto, the
Supplemental Literature and the Blue Sky Memorandum, (ii) filing fees,
counsel fees and
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expenses paid and incurred in connection with the qualification of the
Shares for offering and sale by you under the securities or Blue Sky laws
of the states and other jurisdictions designated in the Blue Sky
Memorandum, and (iii) filing fees, counsel fees and expenses paid and
incurred in connection with the review by the NASD of the terms of the
offering of the Shares.
(b) Belmont will advise you promptly of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or of the institution of any proceedings for that
purpose, and will use its best efforts to prevent the issuance of any such
stop order and to obtain as soon as possible the lifting thereof, if
issued.
(c) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act, any event shall have occurred as a
result of which, in the opinion of counsel for Belmont, the Prospectus as
amended or supplemented includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any time to
amend the Prospectus to comply with the Act, Belmond promptly will prepare
and file with the Commission an appropriate amendment or supplement.
(d) Belmont will deliver to you and to each of the other Selling
Agents from time to time without charge as many copies of the Prospectus
(or, in the event of an amendment or supplement to the Prospectus pursuant
to the provisions of this Agreement, such amended or supplemented
Prospectus) and the Supplemental Literature as you may reasonably request
for the purposes contemplated by the Act, which Prospectuses, as from time
to time amended or supplemented, and Supplemental Literature Belmont
authorizes you and the Selling Agents to use in connection with the sale of
the Shares.
(e) Belmont will use its best efforts to qualify the Shares for sale
under the laws of those states and other jurisdictions indicated in the
Blue Sky Memorandum and will comply to the best of its ability with such
laws so as to permit the continuance of sales of and dealings in the Shares
thereunder. Belmont covenants and agrees that none of the officers or
employees of Belmont will make any offer or sale of the Shares unless such
offer or sale is made in compliance with the Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the applicable state
securities or Blue Sky laws, and the rules and regulations thereunder.
Belmont, however, shall not be obligated to qualify to do business or to
file any general consent to service of process under the laws of any such
state or other jurisdiction.
6. Agreements of the Selling Agents.
(a) You covenant and agree with respect to your participation in the
offering of Shares to comply with any applicable requirements of the Act
and of the 1934 Act, and the published rules and regulations of the
Commission thereunder, and the Conduct Rules of the NASD, including,
without limitations, the requirements of Rule 2310 and the Rule 2700
Series. The NASD has required that you agree not to sell any Shares to a
discretionary
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account without prior written approval of the transaction by your customer.
The NASD has required that you acknowledge that you have obtained
information concerning material facts relating to the offering of Shares,
including but not limited to: (1) items of compensation, (2) issuers
properties and loans, (3) tax aspects, (4) conflicts of interest and risk
factors and (5) appraisals and other pertinent reports. In lieu of directly
obtaining all or any part of the foregoing information, you may rely on the
results of any inquiry conducted by another NASD member, provided that: (1)
you have reasonable grounds to believe that such inquiry was conducted with
due care, (2) the results of such inquiry were provided to you with the
consent of the NASD member or members conducting or directing the inquiry,
and (3) the NASD member conducting such inquiry is not affiliated with
Belmont. You also agree not to deliver the Supplemental Literature to any
person unless the Supplemental Literature is accompanied or preceded by the
Prospectus. You confirm that you are a member of the NASD, and that you are
a member in good standing of that Association. You agree that you will not
reallow commissions to any other broker/dealer, including foreign
broker/dealers registered pursuant to the Securities Exchange Act of 1934.
(b) You agree that you will accept subscriptions only from investors
who have received a copy of the Prospectus. You will not give any
information or make any representation in connection with the offering of
the Shares other than those contained in the Prospectus and Supplemental
Literature furnished by Belmont. You agree not to publish, circulate, or
otherwise use any other advertisement or solicitation material without the
prior written approval of Belmont. You are not authorized to act as agent
of Belmont in any connection or transaction, and you agree not to act as
such agent and not to purport to do so without the prior written approval
of Belmont. You agree that if and when Belmont supplies you with copies of
any supplement to the Prospectus, you will affix such copies of such
supplement to copies of the Prospectus already in your possession, and that
thereafter you will only distribute Prospectuses containing such supplement
and that you will receive subscriptions only from investors who have
received a copy of the Prospectus containing such supplement. You further
agree to comply with all instructions from Belmont concerning the
destruction of out-dated Prospectuses and the use of supplemented or
amended Prospectuses.
(c) You agree to solicit purchases of the Shares only in the states
and other jurisdictions in which the Blue Sky Memorandum indicates that
such solicitation can be made in accordance with any limitations described
therein and in which you are qualified to make offers and sales of the
Shares.
(d) As required by the Statement of Policy of the North American
Securities Administrators Association, you will, for a period of five
years, maintain in your files a copy of the Subscription Agreement for each
investor for whom you act as Selling Agent.
(e) To the extent that information is provided to you marked "For
Broker/Dealer Use Only -Distribution to the Public Prohibited" or is marked
with any legend of similar effect, you covenant and agree not to provide
such information to prospective investors.
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7. Indemnification.
(a) Belmont agrees to indemnify and hold harmless you and each other
Selling Agent and each person, if any, who controls you or any such other
Selling Agent (collectively, the "Indemnified Selling Agents") against any
losses, claims, damages or liabilities, joint or several, to which you or
any such other Selling Agent or such controlling person may become subject
under the Act or otherwise insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained (A) in the Registration Statement (including the Prospectus as
part thereof) or any post-effective amendment thereof (or supplement to the
Prospectus) or (B) in any Supplemental Literature furnished to you or any
such other Selling Agent for use in selling the Shares or (C) in any blue
sky application or other document executed by Belmont specifically for that
purpose or based upon written information furnished by Belmont filed in any
state or other jurisdiction in order to qualify any or all of the Shares
under the securities laws thereof (any such application, document or
information being hereinafter called a "Blue Sky Application"), or (ii) the
omission or alleged omission to state in the Registration Statement
(including the Prospectus as part thereof) or any post-effective amendment
thereof (or supplement to the Prospectus) or in misleading, or (iii) any
untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, if used prior to the effective date of the
Registration Statement, or in the Prospectus (as amended or as
supplemented, if Belmont shall have filed with the Commission any amendment
thereof or supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and will reimburse the
Indemnified Selling Agents for any legal or other expenses reasonably
incurred by the Indemnified Selling Agents in connection with investigating
or defending any such claim, liability or action; provided, however, that
Belmont will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with written information furnished to
Belmont by you or any other Selling Agent specifically for use with
reference to you or such other Selling Agent in the preparation of the
Registration Statement or any such post-effective amendment thereof or any
such Blue Sky Application or any such preliminary prospectus or the
Prospectus or any such amendment thereof or supplement thereto. The
foregoing indemnity agreement is subject to the condition that, insofar as
it relates to any untrue statement, alleged untrue statement, omission or
alleged omission made in any preliminary prospectus (or the Prospectus) but
eliminated or remedied in the Prospectus (or in any amendment or supplement
thereto), such indemnity agreement shall not inure to your benefit or to
the benefit of any other Selling Agent from whom the person asserting any
loss, liability, claim or damage purchased the Shares which are the subject
thereof (or the benefit of any person who controls you or such other
Selling Agent), if a copy of the Prospectus (or of the Prospectus as so
amended or supplemented) was not sent or given to such person at or prior
to the time the subscription of such person was accepted by Belmont. This
indemnity agreement will be in addition to any liability which Belmont may
otherwise have.
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(b) Belmont agrees to indemnify and hold harmless the Indemnified
Selling Agents in the manner and to the extent provided in Subparagraph (a)
of this Paragraph 7; provided, however, that no such indemnification by
Belmont of the Indemnified Selling Agents shall be permitted under this
Agreement unless: (i) there has been a successful adjudication on the
merits of each claim involving alleged Federal or state securities law
violations by the Indemnified Selling Agents; (ii) such claims against the
Indemnified Selling Agents have been dismissed with prejudice on the merits
by a court of competent jurisdiction; or (iii) a court of competent
jurisdiction approves a settlement of the lawsuit against the Indemnified
Selling Agents and finds that indemnification of the settlement and the
related costs should be made.
(c) You and each other Selling Agent severally agree to indemnify and
hold harmless Belmont, each of its officers who signed the Registration
Statement and each person, if any, who controls Belmont within the meaning
of the Act, against any losses, claims, damages or liabilities to which
Belmont or such officer or control persons may become subject under the Act
or otherwise insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained (A) in
the Registration Statement (including the Prospectus as part thereof) or
any post-effective amendment thereof (or supplement to the Prospectus) or
(B) in any Blue Sky Application, or (ii) the omission or alleged omission
to state in the Registration Statement (including the Prospectus as part
thereof) or any post-effective amendment thereof (or supplement to the
Prospectus) or in any Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein in the light of
the circumstances under which they were made, not misleading, or (iii) any
untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date of the
Registration Statement, or in the Prospectus (as amended or as supplemented
if Belmont shall have filed with the Commission any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with
written information furnished to Belmont by or on your behalf or by or on
behalf of such other Selling Agent specifically for use with reference to
you or such other Selling Agent in the preparation of the Registration
Statement or any such post-effective amendment thereof or any such Blue Sky
Application or any such preliminary prospectus or the Prospectus or any
such amendment thereof or supplement thereto; or your failure to comply
with the provisions of Paragraph 6 of this Agreement; and will reimburse
any legal or other expenses reasonably incurred by Belmont in connection
with investigating or defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any liability which
you or such other Selling Agent may otherwise have.
(d) You and each other Selling Agent agree to indemnify each of the
other Selling Agents, if any, to the extent and in the manner each other
Selling Agent agrees to indemnify Belmont in subparagraph (c) of this
Paragraph 7.
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(e) Promptly after receipt by an indemnified party under this
Paragraph 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party under this Paragraph 7, promptly notify in writing the
indemnifying party of the commencement thereof; and the omission so to
promptly notify the indemnifying party will relieve it from any liability
under this Paragraph 7 as to the particular item for which indemnification
is then being sought, but not from any other liability which it may have to
any indemnified party. In case any such action is brought against any
indemnified party, and it promptly notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof
with counsel who shall be to the reasonable satisfaction of such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Any such indemnifying party shall not be
liable to any such indemnified party on account of any settlement of any
claim or action effected without the consent, of such indemnifying party.
8. Effective Date and Termination. Provided that at least one counterpart
of this Agreement shall then have been executed and delivered, this Agreement
shall become effective at, ________________________________ on the first full
business day following the effective date of the Registration Statement or at
such earlier time after the Registration Statement becomes effective as Belmont
shall first release the Shares for sale to the public. For the purposes of this
Paragraph 8, the Shares shall be deemed to have been released for sale to the
public upon release by Belmont of the publication of a newspaper advertisement
relating to the Shares or upon release by Belmont of telegrams, correspondence
or other notification to the Selling Agents or other securities dealers
indicating the effectiveness of the Registration Statement, whichever shall
first occur. This counterpart of this Agreement shall become effective on the
later to occur of the above events or the execution and delivery of this
counterpart.
Until the Closing Date, this counterpart of this Agreement may be
terminated by you at your option by giving notice to Belmont, if (a) since the
respective dates as of which information is given in the registration Statement
or the Prospectus, Belmont shall have become a defendant in any litigation
which, in your opinion, may reasonably be expected to result in a judgment
having materially adverse consequences for Belmont or there shall have been,
since the respective dates as of which information is given in the Registration
Statement or the Prospectus, any material adverse change in the condition,
financial or otherwise, of Belmont which change in your judgment shall render
it inadvisable to proceed with the delivery of the Shares, or (b) there shall
have been any important change in market levels, major catastrophe, substantial
change in national, international or world affairs, national calamity, postal
strike, act of God, or other event or occurrence which, in your judgment, will
materially disrupt the financial markets of the United States, or (c) trading in
securities generally on the New York Stock Exchange shall have been suspended or
minimum prices shall have been established on such Exchange by the Commission or
by such Exchange, or (d) a general banking moratorium shall have been declared
by Federal or state authorities.
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In any case, this Agreement will terminate at the close of business on the
Termination Date; provided, however, that all commissions payable to you under
the terms and conditions hereof shall be paid when due although this Agreement
shall have theretofore been terminated.
Any termination of this counterpart of this Agreement pursuant to this
Paragraph 8 shall be without liability of Belmont to you and without liability
on your part to Belmont.
9. Survival of Indemnities, Warranties and Representations. The
respective indemnity agreements of Belmont, you and any other Selling Agents,
contained in Paragraph 7 hereof, and the representations and warranties of
Belmont set forth in Paragraph 1 hereof, shall remain operative and in full
force and effect regardless of any termination or cancellation of this Agreement
or any investigation made by or on behalf of Belmont, you or any Selling Agent,
or any controlling person referred to in Paragraph 7, and shall survive the
delivery of any payment for the Shares. Any successor of yours or any Selling
Agent or Belmont or of any such controlling person or any legal representative
of any such controlling person, as the case may be, shall be entitled to the
benefit of the respective indemnity agreements.
10. Notices. Except as otherwise provided in this Agreement, (a) whenever
notice is required by the provisions of this Agreement or otherwise to be given
to Belmont, such notice shall be in writing and addressed to Belmont, at P.O.
Box 249, St. Clairsville, Ohio 43950, Attention Wilbur R. Roat, President, and
(b) whenever notice is required by the provisions of this Agreement or otherwise
to be given to you, such notice shall be in writing addressed to you at such
address as you shall have included in the counterpart of this Agreement which
you shall have signed and delivered to Belmont or at such other address as you
shall have furnished in writing to Belmont for the purpose of such notice. Any
notice referred to herein may be given in writing or by telegraph or telephone
and if by telegraph or telephone shall be immediately confirmed in writing.
Notice (unless actual) shall be effective upon mailing or telegraphic
transmission as the case may be.
11. Persons Entitled to Benefit of Agreement. Except as provided in the
next sentence, this Agreement is made solely for the benefit of you and the
other Selling Agents, Belmont or controlling persons referred to in Paragraph 7
hereof, and their respective successors and assigns, and no other person shall
acquire or have any right by virtue of this Agreement, and the term "successors
and assigns" as used in this Agreement shall not include any purchaser, as such
purchaser, of any of the Shares.
12. Not a Separate Entity. Nothing herein contained shall constitute the
Selling Agents or any of them, an association, partnership, unincorporated
business or other separate entity.
13. Governing Law. This Agreement is to be governed by and construed in
accordance with the laws of the State of Ohio.
Please confirm your agreement to become one of the Selling Agents under the
terms and conditions herein set forth by signing and returning the enclosed
duplicate copy of this Agreement at once to Belmont.
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Very truly yours,
BELMONT BANCORP.
By:
--------------------------------------
Wilbur R. Roat
President and Chief Executive Officer
Accepted:
- -------------------------------------------------
Firm (Please type or print)
By:
----------------------------------------------
Signature of Authorized Officer
- -------------------------------------------------
(Please type or print name of Authorized Officer)
Attn.:
-------------------------------------------
Date of Acceptance:
------------------------------
11
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Exhibit 5.1
May 4, 2000
Belmont Bancorp.
325 Main Street
Bridgeport, Ohio 43912
RE: Belmont Bancorp. Registration Statement on Form S-2
---------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Belmont Bancorp., an Ohio corporation (the
"Company"), in connection with the registration with the Securities and Exchange
Commission (the "SEC") by the Company of up to 3,000,000 shares of the Company's
common stock ("Common Stock") pursuant to the Securities Act of 1933, as amended
(the "Act"), for sale by the Company.
In connection with the registration, we have examined the following:
(a) The Certificate of Incorporation and By-laws of the Company, each as
amended to date;
(b) The Registration Statement on Form S-2 (the "Registration Statement"),
including the prospectus which is a part thereof (the "Prospectus"),
relating to the Common Stock, as filed with the SEC;
(c) Resolutions of the Board of Directors of the Company authorizing the
issuance of the Common Stock; and
(d) Such other agreements, documents, records, opinions, certificates and
papers as we have deemed necessary or appropriate in order to give the
opinions hereinafter set forth.
The opinions hereinafter expressed are subject to the following
qualifications and assumptions:
1. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity of all documents submitted to us as copies to the originals
thereof.
2. As to the accuracy of certain factual matters, we have relied on the
certificates of officers of the Company and certificates, letters,
telegrams or statements of public officials.
Based upon and subject to the foregoing, we are pleased to advise you that,
insofar as the laws of the State of Ohio are concerned, it is our opinion that
the shares of Common Stock being registered for sale under the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms described in the Prospectus, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus in
connection with the matters referred to under the caption "Legal Matters."
Very truly yours,
/s/ Doepken Keevican & Weiss
-------------------------------
Doepken Keevican & Weiss Professional Corporation
<PAGE>
Exhibit 23.2
SNODGRASS
Certified Public Accountants and Consultants
Board of Directors
Belmont Bancorp
We consent to incorporation by reference in the registration statement of
Belmont Bancorp. on Form S-2 to be filed with the Securities and Exchange
Commission on May 5, 2000 of our report dated May 19, 1999 on our audits of the
consolidated financial statements of Belmont Bancorp. and subsidiaries as of
December 31, 1998 and for the years ended December 31, 1998, and 1997, which
report is included in the Annual Report on Form 10-K of Belmont Bancorp. for the
year ended December 31, 1999.
/s/ S. R. SNODGRASS, A.C.
Wheeling, West Virginia
May 3, 2000
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-2 of Belmont Bancorp. to be filed with the Securities and
Exchange Commission on May 5, 2000 of our report dated March 2, 2000, except for
Notes 2, 3, 20 and 24 which date is April 13, 2000, on the consolidated
financial statements of Belmont Bancorp. as of December 31, 1999 and for the
year then ended; which report is included in the Annual Report on Form 10-K of
Belmont Bancorp. for the year ended December 31, 1999.
/s/ Crowe, Chizek and Company LLP
Columbus, Ohio
May 4, 2000
<PAGE>
Exhibit 99.1
ESCROW AGREEMENT
ESCROW AGREEMENT made this day of , 2000 by and between Belmont
Bancorp. ("Belmont"), an Ohio Corporation, and Firstar Bank, N.A., a national
banking association ("Bank").
WHEREAS, Belmont has offered to sell up to 3,000,000 newly issued shares
("Shares") of its common stock, at an offering price of $2.00 per share (the
"Offering");
WHEREAS, the Shares are registered pursuant to a Form S-2 Registration
Statement (Registration No. ) filed under the Securities Act of 1933, as
amended;
WHEREAS, the Prospectus provides that Belmont also offer to existing
shareholders, depositors and other persons shares days beginning on ,
2000, subject to Belmont's right to extend the Offering for another days;
WHEREAS, the terms of the offering described in Belmont's Prospectus permit
subscriptions to be accepted and offering proceeds released on a weekly basis,
from and after the date Belmont's Registration Statement is declared effective
by the SEC until , 2000, subject to extension for up to additional days;
WHEREAS, the Prospectus provides that Belmont will deposit all subscription
funds received in a non-interest bearing escrow account with Bank, as escrow
agent; Belmont may elect to accept or reject any or all of the subscriptions in
the Offering; and
WHEREAS, the parties wish to provide for the terms of a deposit account to
be established by Belmont with Bank for the deposit of subscriptions and the
terms of withdrawal thereof.
NOW, THEREFORE, in consideration of the mutual promises herein made and for
other good and valuable consideration, the parties hereto hereby agree as
follows:
FIRST: Belmont shall deliver a certificate signed by it to Bank
setting forth the effective date of the re-opening of the Offering, immediately
after such effective date.
SECOND: All funds received from subscribers for the Shares will be
delivered by Belmont to Bank at 425 Walnut Street, ML CN-WN-06CT, Cincinnati,
Ohio 45202, Attention: Brian George, for deposit into a special non-interest
bearing account (the "Account"), together with the name, address, social
security number of each such subscriber, and the name(s) in which the Shares are
to be registered. Belmont agrees that where Shares are to be paid for by check,
Belmont will deposit such check into the Account within one business day
following receipt by Belmont of a subscription.
THIRD: Bank will hold all funds received by it pursuant to the terms
of this Agreement in the Account. Funds may be withdrawn from the Account and
disbursed only as follows:
A. Not more often than weekly, Belmont shall deliver to the Bank a
certificate (the "Closing Certificate") stating which of the subscriptions in
the Offering have been accepted or rejected.
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B. The Bank shall deliver to Belmont, without interest, all funds
received by it for subscriptions in the Offering (not previously released to
Belmont or returned to subscribers) which Belmont shall have certified as being
accepted and shall return to subscribers, without interest, all funds received
by it for subscriptions which Belmont shall have certified as not being
accepted.
C. Bank shall copy and forward all Subscription Agreements to Belmont
daily.
FOURTH: No interest shall accrue on any collected funds held in the
Account.
FIFTH:
A. Bank is acting solely as depository of the funds and not as a
trustee or fiduciary under this Agreement. Bank is not a party to, nor has it
reviewed or approved any agreement other than this Agreement, nor any other
matters of background related to this Agreement.
B. Bank shall not be liable for any damages, or have any obligations
other than the duties prescribed herein in carrying out or executing the
purposes and intent of this Agreement; provided, however, that nothing herein
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contained shall relieve Bank from liability arising out of its own willful
misconduct or gross negligence. Bank's duties and obligations under this
Agreement shall be entirely administrative and not discretionary.
C. Bank shall not be liable to any party hereto or to any third party
as a result of any action or omission taken or made by Bank, except for
liability arising out of Bank's own willful misconduct or gross negligence.
Belmont will, at its expense, indemnify Bank, hold Bank harmless, and reimburse
Bank, and its officers, directors, employees and representatives from, against
and for, any and all liabilities, costs, fees and expenses (including reasonable
attorney's fees) Bank or any of them may suffer or incur by reason the execution
and performance of this Agreement by Bank, including any litigation relating to
this Agreement instituted by or against Bank, to which it is a party or in which
Bank or any of its officers, directors, employees or representatives are
required to appear as a witness. If any legal questions arise concerning Bank's
duties and obligations hereunder, Bank may consult its counsel at Belmont's
expense and rely without liability upon written opinions given to it by such
counsel.
D. Bank shall be protected in acting upon any written notice,
request, waiver, consent, authorization, or other paper or document which Bank,
in good faith, believes to be genuine and what it purports to be.
E. Bank shall not be bound in any way by any contract or agreement
between the other parties hereto, whether or not it has knowledge of any such
contract or agreement or of its terms or conditions.
F. This Agreement shall be terminated upon withdrawal and
disbursement of all of funds held in the Account, except that Articles FIFTH and
SEVENTH shall survive termination of this Agreement.
G. Notwithstanding anything to the contrary contained in this
Agreement, it is agreed that Bank shall in no case or event be liable for the
failure of any of the conditions of this Agreement or damage caused by the
exercise of its discretion in any particular manner, or for any reason, except
gross negligence or willful misconduct with reference to the Account, and Bank
shall not be liable or responsible for its failure to ascertain the terms or
conditions, or to comply with any of the provisions, of any agreement, contract
or other document delivered to it or referred to herein, nor shall Bank be
liable or responsible for forgeries or false personation.
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H. If any controversy arises between the parties hereto or with any
third person with respect to the subject matter of this Agreement, its terms or
conditions, Bank shall not be required to determine the same or take any action
in the premises, but Bank may await the settlement of any such controversy by
final appropriate legal proceedings or otherwise as Bank may require, or Bank
may institute legal proceedings to determine any controversy, and in any such
event Bank shall not be liable for interest or damages.
I. It is agreed that Bank's duties are only such as are herein
specifically provided, being purely ministerial in nature, and that Bank shall
incur no liability whatsoever except for its willful misconduct or gross
negligence.
J. Bank may, but shall not be required to, institute legal
proceedings of any kind. Bank shall have no responsibility for the genuineness
or validity of any document or other item deposited with it, and Bank shall be
fully protected in acting in accordance with any written instructions given to
it hereunder and believed by it to have been signed or given by the proper
parties.
K. Bank undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against Bank.
L. No provision of this Agreement shall require Bank to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
M. Bank may consult with counsel and the written advice of such
counsel or any opinion of counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.
N. Bank shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but Bank in its discretion may make such further
inquiry or investigation into such facts or matters as it may see fit.
O. The recitals contained herein shall be taken as the statements of
Belmont, and Bank assumes no responsibility for their correctness. Bank makes
no representations as to the validity or sufficiency of this Agreement. Bank
shall not be accountable for the use or application by Belmont of the proceeds
of the Offering.
SIXTH: Notwithstanding anything to the contrary contained in this
Agreement, Bank (a) may resign from its duties under this Agreement by giving 30
days' prior written notice of such resignation to the other parties hereto and
(b) may be discharged from its duties under this Agreement upon the receipt from
each of the other parties hereto of 30 days' prior written notice of such
discharge. Upon the resignation or discharge of Bank, Belmont shall retain a
substitute financial institution to perform the functions theretofore performed
by Bank under this Escrow Agreement.
SEVENTH: A. Belmont agrees to pay to Bank reasonable expenses,
including counsel fees, incurred in acting hereunder.
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B. It is understood that fees (if any) and usual charges agreed upon
for Bank's services hereunder shall be considered compensation for its ordinary
services as contemplated by this Agreement and in the event the conditions of
this Agreement are not promptly fulfilled or that Bank renders any service
hereunder not provided for in this Agreement, or that there is any modification
hereof, or that any controversy arises hereunder or that Bank institutes, is
made a party to, or intervenes in, any litigation pertaining to this Agreement
or the subject matter thereof, Bank and its legal counsel shall be reasonably
compensated for such extraordinary services and reimbursed for all costs and
expenses occasioned by such default, delay, controversy or litigation and Bank
shall have the right to retain all documents and/or other things of value at
any time held by it hereunder until such compensation, fees, costs and expenses
shall be paid. Belmont hereby promises to pay the foregoing sums upon demand.
EIGHTH: If, after the receipt by Bank of any check or instrument of
any party hereto, Bank shall inform Belmont that such check or instrument has
been entered for collection by it hereunder and is uncollectable and payment of
the funds represented by such check or instrument has been made pursuant to the
terms of this Agreement, then Belmont shall immediately reimburse Bank for such
payment, and Bank shall deliver the returned check or instrument to Belmont
provided, however, that nothing contained herein shall require Bank to invest or
pay out funds which it has reason to believe are uncollectable.
NINTH: All distributions by Bank to subscribers pursuant to this
Agreement shall be made by check, payable to the order of each respective
subscriber and shall be mailed directly to the subscribers by first class mail.
All payments by Bank to Belmont shall be made in immediately available funds, if
and to the extent that the funds on deposit with Bank are immediately available
at the time of such payment.
TENTH: The rights and obligations of each party under this Agreement
may not be assigned without the prior written consent of all other parties.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
ELEVENTH: This Agreement contains all the terms agreed upon by the
parties with respect to the subject matter hereof. This Agreement may be
amended only by a written instrument signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
TWELFTH: All notices, communications and instructions required or
desired to be given under the Escrow Agreement shall be in writing and shall be
deemed to be fully given if sent by certified mail, return receipt requested, to
the following addresses:
To: Firstar Bank, N.A.
Firstar Bank, N.A.
425 Walnut Street
ML CN-WN-06CT
Cincinnati, OH 45202
Attention: Brian George
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To: Belmont Bancorp.
Belmont Bancorp.
154 W. Main Street
P.O. Box 249
St. Clairsville, OH 43950
Attention: Wilbur R. Roat, President and
Chief Executive Officer
or to such other address and to the attention of such other person as any of the
above may have furnished to the other parties by certified mail, return receipt
requested.
THIRTEENTH: Belmont shall deliver to Bank a certificate of the
secretary of Belmont as (a) the authority of certain officers thereof to act on
behalf of Belmont in connection with this Agreement and (b) the incumbency and
signatures of such officers, and Bank may act in reliance on such certificate
upon the instructions or directions given to it in accordance with the terms of
this Agreement by Belmont, through a person authorized so to act in such
certificate.
FOURTEENTH: This Agreement shall be deemed to be an agreement made
under the laws of the State of Ohio and for all purposes shall be construed and
enforced in accordance with and governed by the laws of such State.
FIFTEENTH: This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Belmont Bancorp.
By: _________________________________
Title:
Firstar Bank, N.A.
By: _________________________________
Title:
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