<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Belmont Bancorp.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
BELMONT BANCORP.
August 21, 2000
To the Shareholders of BELMONT BANCORP.:
The Annual Meeting of Shareholders of BELMONT BANCORP. will be held in
the meeting room at Undo's Restaurant, 51130 National Road, St. Clairsville,
Ohio, on Monday, August 21, 2000, at 11:00 a.m. for the following purposes:
1. To elect five persons as directors to serve for a three-year
term expiring at the annual shareholders' meeting in 2003.
2. To elect two persons as directors to fill vacancies in the
class of directors elected in 1998 to serve for the balance of
the term expiring at the annual shareholders' meeting in 2001.
3. To elect one person as a director to fill a vacancy in the
class of directors elected in 1999 to serve for the balance of
the term expiring at the annual shareholders' meeting in 2002.
4. To consider and act upon a proposal to ratify the appointment
of Crowe, Chizek and Company LLP as independent auditors for
the year ending December 31, 2000.
5. To transact such other business as may properly come before
the meeting and any adjournment thereof.
Only shareholders of record at the close of business on July 14, 2000,
are entitled to notice of and to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED FORM OF PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. PROXIES MAY BE
REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF. THUS, IF YOU ARE PRESENT AT THE
MEETING AND SO REQUEST YOUR PROXY WILL NOT BE USED.
By Order of the Board of Directors
Jane R. Marsh
Secretary
Bridgeport, Ohio
July 18, 2000
<PAGE>
PROXY STATEMENT
of
BELMONT BANCORP.
ANNUAL MEETING OF SHAREHOLDERS
August 21, 2000
This Proxy Statement is furnished to the shareholders of Belmont
Bancorp. (the "Company") in connection with the solicitation by the Board of
Directors of proxies for the Annual Meeting of Shareholders of the Company to be
held on August 21, 2000, at 11:00 a.m. in the meeting room at Undo's Restaurant,
51130 National Road, St. Clairsville, Ohio, and any adjournment thereof. Shares
represented by properly executed proxies received at the time of the meeting
that have not been revoked will be voted at the meeting in the manner described
in the proxies. Any proxy may be revoked any time before it is exercised.
The Board of Directors has fixed the close of business on July 14,
2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. On the record date 11,101,403
shares of Common Stock of the Company were outstanding and entitled to be voted
at the meeting. Each share of Common Stock is entitled to one vote except in the
election of Directors where shareholders are entitled to cumulate their votes.
Cumulative voting permits each shareholder as many votes as shall equal the
number of the shareholder's shares of Common Stock multiplied by the number of
Directors to be elected, and the shareholder may cast all of such votes for a
single Director, or such votes may be distributed among the nominees, as each
shareholder may see fit.
The proxies are solicited by the Board of Directors of the Company, and
the cost thereof is borne by the Company. Proxies may be revoked by the
shareholders who execute them at any time prior to the exercise thereof, by
written notice to the Company or by announcement at the Shareholders' Meeting.
Unless so revoked, the shares represented by all proxies will be voted by the
persons named in the proxies at the Annual Meeting and at all adjournments
thereof, in accordance with the specifications set forth therein, or, absent
such specifications, in accordance with the judgment of the holders of such
proxies.
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders on or about July 21, 2000.
ELECTION OF DIRECTORS
Election of Directors
The Company's Articles of Incorporation provide that the Board of
Directors shall consist of from 12 to 18 persons as fixed by the Board. The
Board has three classes of directors, with the members of one class to be
elected annually for terms of three years. In June 2000, the Board adopted a
resolution providing that 16 persons shall serve on the Board. There are
currently 12 members of the Board, and, in addition to electing five directors
in the class whose term will expire in 2003, three vacancies in the other
classes must be filled.
Unless you indicate to the contrary, the persons named in the
accompanying proxy will vote it for the election of the nominees named below.
If, for any reason, a nominee should be unable to serve as a director at the
time of the meeting, the persons designated herein as proxies may not vote for
the election of any other person not named herein as a nominee for election to
the Board of Directors. See "Information Concerning Directors and Nominees."
PROPOSAL NO. 1: David R. Giffin, Terrence A. Lee, Dana J. Lewis, W.
Quay Mull, II and Wilbur R. Roat have been nominated to serve as directors to
hold office until the annual meeting of the Company held in 2003 or until their
successors shall be duly elected and qualified. It is intended that proxies in
the form enclosed granted by the shareholders will be voted, unless otherwise
directed, in favor of electing such persons as directors. However, Mr. Giffin
cannot serve on the Board unless and until approved by the Federal Reserve Bank
of
<PAGE>
Cleveland. Request for approval has been submitted to the Federal Reserve Bank
of Cleveland, which request is expected to be acted upon within 90 days. If
approval is not received, this directorship will remain vacant until filled with
a suitable candidate elected by the Board under authority of the Company's
bylaws or by the shareholders at the next meeting of shareholders.
PROPOSAL NO. 2: Joseph F. Banco and Robert W. Whiteside have been
nominated to serve as directors to fill vacancies in the class of directors who
were elected in 1998 to hold office until the annual meeting of the Company held
in 2001 or until their successor shall be duly elected and qualified. It is
intended that proxies in the form enclosed granted by the shareholders will be
voted, unless otherwise directed, in favor of electing these individuals.
However, Messrs. Banco and Whiteside cannot serve on the Board unless and until
approved by the Federal Reserve Bank of Cleveland. Request for approval has been
submitted to the Federal Reserve Bank of Cleveland, which request is expected to
be acted upon within 90 days. If approval is not received, these directorships
will remain vacant until filled with suitable candidates elected by the Board
under authority of the Company's bylaws or by the shareholders at the next
meeting of shareholders.
PROPOSAL NO. 3: Jay A. Beck has been nominated to serve as a director
to fill a vacancy in the class of directors who were elected in 1999 to hold
office until the annual meeting of the Company held in 2002 or until his
successor shall be duly elected and qualified. It is intended that proxies in
the form enclosed granted by the shareholders will be voted, unless otherwise
directed, in favor of electing Mr. Beck. However, Mr. Beck cannot serve on the
Board unless and until approved by the Federal Reserve Bank of Cleveland.
Request for approval has been submitted to the Federal Reserve Bank of
Cleveland, which request is expected to be acted upon within 90 days. If
approval is not received, this directorship will remain vacant until filled with
a suitable candidate elected by the Board under authority of the Company's
bylaws or by the shareholders at the next meeting of shareholders.
Recommendation
The Board of Directors recommends a vote "FOR" the election of each of
the nominees. Proxies solicited by the Board of Directors will be voted in favor
of each nominee unless a contrary vote or authority withheld is specified.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
Directors and Nominees
Set forth below is information concerning each director and nominee for
director of the Company, including his business experience during at least the
past five years, his positions with the Company and certain directorships held
by such person. Each nominee is currently a director of the Company. There are
no family relationships among any of the directors or nominees, nor, except as
hereinafter described, are there any arrangements or understandings between any
director and another person pursuant to which he was selected as a director or
nominee.
<TABLE>
<CAPTION>
Name Age Current Position with the Company
<S> <C> <C>
Nominees with Terms Until 2003
David R. Giffin 55 Nominee
Terrence A. Lee 51 Director
Dana J. Lewis 56 Director
W. Quay Mull, II 57 Chairman of the Board
Wilbur R. Roat 53 President, Chief Executive Officer and Director
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Directors and Nominees with Terms Until 2001
Joseph F. Banco 57 Nominee
J. Vincent Ciroli, Jr. 54 Director
John H. Goodman, II 55 Director
James R. Miller 57 Director
Keith A. Sommer 59 Director
Robert W. Whiteside 54 Nominee
Directors and Nominees with Terms Until 2002
Jay A. Beck 53 Nominee
Mary L. Holloway Haning 44 Director
Charles J. Kaiser, Jr. 50 Director
Thomas P. Olszowy 54 Director
Charles A. Wilson, Jr. 57 Director
</TABLE>
Nominees with Terms Until 2003
David R. Giffin has served as a member of the Board of Directors of
Belmont National Bank (the "Bank") since July 2000. He is a registered
representative who has been associated with Beaconsfield Financial Services,
Inc., a brokerage firm, since 1969. In addition, Mr. Giffin has owned and served
as president of Giffin Financial Group, a financial planning firm, since 1978,
Giffin Management Group, a provider of property management services, since 1989,
Giffin Mortgage Company, Inc., a mortgage brokerage firm, since 1992, Pension
Systems, Inc., a provider of pension administration and management services,
since 1979, and Marina Investors Group, Inc., an owner and operator of Grand
Isle Marina, Grand Haven, Michigan, since 1992. He also serves on the board of
directors of NorthPointe Bank, Grand Rapids, Michigan. In addition, Mr. Giffin
serves as vice chairman of the Michigan State Waterways Commission, having
originally been appointed to a three-year term by Michigan Governor John Engler
in 1996 and reappointed to a second three-year term in 1999.
Terrence A. Lee has served as a member of the Board of Directors of the
Company and the Bank since 1987. He also has been the owner of the accounting
firm, Lee & Associates, since January 1996. Mr. Lee previously was a partner in
the accounting firm, Lee, O'Connor & Associates, in 1995. From 1989 until 1995,
Mr. Lee was the owner of the accounting firm, Lee & Associates.
Dana J. Lewis has served as a member of the Board of Directors of the
Company and the Bank since 1994. Mr. Lewis has served as the president of Zanco
Enterprises, Inc., an owner and operator of McDonald's restaurants, since 1977.
W. Quay Mull, II has served as Chairman of the Board of Directors of
the Company and the Bank since 1998 and was first elected to its Board of
Directors in 1984. Mr. Mull has been employed at a management company, Mull
Industries, Inc., since 1964, where he now serves as its Chairman of the Board
of Directors.
Wilbur R. Roat has served as a director and the President and Chief
Executive Officer of the Company and the Bank since December 1999. Prior to
accepting this appointment, Mr. Roat served as the president and chief executive
officer of First Lehigh Bank from September 1994 until February 1999. From March
1992 to September 1994, Mr. Roat served as the president and chief executive
officer of St. Edmond's Savings and Loan.
3
<PAGE>
Directors and Nominees with Terms Until 2001
Joseph F. Banco has served as a member of the Board of Directors of the
Bank since July 2000. He has served as the president of Farm Fresh, a convenient
store chain, since 1999. He is also the owner of Sonny Boy restaurant. Mr. Banco
has also owned and operated Banco Building, a real estate development firm,
since 1966.
J. Vincent Ciroli, Jr. has served as a director of the Company since
1984. He has served as a founder and co-chief executive officer of
ethinktank.com since 1999. From 1984 until July 1999, he served as a director of
the Bank. Mr. Ciroli also served as the President and Chief Executive Officer of
the Company from 1984 until June 1999 and served as President and Chief
Executive Officer of the Bank from 1986 until June 1999.
John H. Goodman, II has served as a member of the Board of Directors of
the Company and the Bank since 1974. Since 1969, he also has served as the
president of Goodman Group, Inc. Mr. Goodman has been the owner of Harvey
Goodman Realtor since 1975.
James R. Miller has served as a member of the Board of Directors of the
Company and the Bank since 1995. He also has served as the president and chief
executive officer of Howden Buffalo, Inc. since November 1998. From April 1992
until November 1998, Mr. Miller was the president of New Philadelphia Fan Co., a
subsidiary of Howden Buffalo, Inc.
Keith A. Sommer has served as a member of the Board of Directors of the
Company and the Bank since 1995. He also is president of the law firm, Sommer &
Liberati Co., LPA. Mr. Sommer has been an attorney at Sommer & Liberati Co., LPA
since 1968.
Robert W. Whiteside has served as a member of the Board of Directors of
the Bank since July 2000. He has served as the president of Whiteside Auto
Dealers, an operator of automobile dealerships, since he founded the company in
1983. He has also served as the president of Whiteside Realty, Inc., a real
estate brokerage firm, since 1985. In addition, Mr. Whiteside serves on the
boards of various other organizations, including the Wheeling Symphony, the AAA
Automobile Club, St. Mary's Church and the Oglebay Institute.
Directors and Nominees with Terms Until 2002
Jay A. Beck has served as a member of the Board of Directors of the
Bank since July 2000. He has served as the manager and director of Beck-Altmeyer
Funeral Home since 1998. Mr. Beck also serves on the boards or advisory boards
of various organizations, including St. Clairsville Schools, the St. Clairsville
Chamber of Commerce and the National and State Funeral Directors Association.
Mary L. Holloway Haning has served as a member of the Board of
Directors of the Company and the Bank since 1993. Since September 1996, she has
been a teacher at Mount de Chantal School. From September 1995 to September
1996, Ms. Haning was the special projects coordinator at Plastic Surgery, Inc.
From 1987 until 1995, Ms. Haning held the position of Director of Admissions at
Wheeling Country Day School.
Charles J. Kaiser, Jr. has served as a member of the Board of Directors
of the Company and the Bank since 1979. Mr. Kaiser has been an attorney at the
law firm, Phillips, Gardill, Kaiser & Altmeyer since 1979, where he is now a
partner.
Thomas P. Olszowy has served as a member of the Board of Directors of
the Company and the Bank since 1993. Mr. Olszowy is an independent insurance
agent and has owned the Tom Olszowy Insurance Agency since 1976.
Charles A. Wilson, Jr. has served as a member of the Board of Directors
of the Company and the Bank since 1973. He currently is an Ohio State
Representative. Mr. Wilson has been the president and owner of Wilson Funeral &
Furniture Co., Inc. since 1967.
4
<PAGE>
Meetings of the Board of Directors
In 1999, the Board of Directors of the Company conducted nine meetings.
Each director of the Company attended at least 75% of the meetings held during
the time he or she served as director.
Committees
The standing committees of the Board of Directors include the Executive
Committee (which also functions as a nominating committee), the Audit Committee
and the Compensation Committee.
The Executive Committee has responsibility for acting upon matters that
may arise between normally scheduled meetings of the full Board, for considering
and making recommendations to the Board as to significant policy and other
matters and for nominating persons to serve on the Board. Messrs. Goodman,
Kaiser, Lee, Mull, Olszowy, Roat and Wilson are members of the Executive
Committee. The Executive Committee met once during 1999. All of the members of
the Committee attended this meeting.
The Audit Committee has responsibility for conferring with and
reviewing recommendations of the Company's independent auditors, reviewing the
Company's financial statements, and reviewing and considering the adequacy of
the Company's accounting policies and internal accounting controls. Messrs.
Kaiser, Lee, Lewis, Miller and Olszowy are members of the Audit Committee. The
Audit Committee met four times during 1999. All of the members of the Committee
attended at least 75% of these meetings.
The Compensation Committee has responsibility for reviewing and
approving executive and employee salaries, bonuses, non-cash incentive
compensation and benefits. Messrs. Goodman, Kaiser, Lee, Miller, Mull, Olszowy,
Sommer and Wilson are members of the Compensation Committee. The Compensation
Committee met once during 1999. All of the members of the Committee attended
this meeting.
Director Compensation and Arrangements
Directors who are not employees of the Company receive an annual
retainer fee of $3,000, payable quarterly in arrears, plus an attendance fee of
$300 for each Board or committee meeting attended. During 1999, a total of
$63,950 in directors' fees was paid to Directors. Payment of directors' fees was
suspended beginning May 19, 1999, which suspension continues in effect.
Compensation Committee Interlocks and Insider Participation
John H. Goodman, II, Charles J. Kaiser, Jr., Terrence A. Lee, James R.
Miller, W. Quay Mull, II, Thomas P. Olszowy, Keith A. Sommer and Charles A.
Wilson, Jr. serve on the Company's Compensation Committee. There are no
interlocking relationships, as defined in the regulations of the Securities and
Exchange Commission, involving any of these individuals. Mr. Mull serves as the
Company's Chairman.
5
<PAGE>
SELECTION OF AUDITORS
The Auditors
The Board of Directors appointed Crowe, Chizek and Company LLP,
independent public accountants, to audit the financial statements of the Company
and its wholly owned subsidiaries for the fiscal year ending December 31, 2000.
Crowe, Chizek and Company LLP also audited the Company's financial statements
for the year ended December 31, 1999. Representatives of Crowe, Chizek and
Company LLP will be present at the meeting and will make a statement if they
desire to do so, and will respond to appropriate questions that may be asked by
shareholders.
PROPOSAL NO. 4: The appointment of Crowe, Chizek and Company LLP to
audit the financial statements of the Company and its wholly owned subsidiaries
for the fiscal year ending December 31, 2000 is being presented to shareholders
for ratification.
Recommendation
The Board of Directors recommends that the shareholders vote "FOR" this
proposal. Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth certain information concerning each
individual who currently serves as an executive officer or key employee of the
Company, including such person's business experience during at least the past
five years and positions held with the Company or its subsidiaries. Executive
officers are appointed by the Board of Directors and serve at the discretion of
the Board. There are no family relationships among the executive officers, nor
are there any arrangements or understandings between any executive officer and
another person pursuant to which he was selected as an officer except as may be
hereinafter described.
W. Quay Mull, II 57 Chairman of the Board
Wilbur R. Roat 53 President, Chief Executive Officer and Director
Jane R. Marsh 38 Senior Vice President, Controller and Cashier
Stephen K. Kilpatick 42 Senior Vice President and Senior Lending Officer
of the Bank
W. Quay Mull, II. See "Information Concerning Directors and Nominees"
for information concerning Mr. Mull.
Wilbur R. Roat. See "Information Concerning Directors and Nominees" for
information concerning Mr. Roat.
Jane R. Marsh has held various responsible accounting positions with
the Bank and the Company since 1987, most recently as the Senior Vice President,
Controller and Cashier.
6
<PAGE>
Stephen K. Kilpatrick joined the Bank in March 1999 and was
subsequently appointed Senior Vice President and Senior Lending Officer. From
1994 until joining the Bank, Mr. Kilpatrick served as Vice President of
Commercial Lending at the First National Bank of Zanesville.
EXECUTIVE COMPENSATION
The following table shows all compensation paid by the Company and its
subsidiaries for the fiscal years ended December 31, 1999, 1998 and 1997 to each
person who has served as the chief executive officer of the Company at any time
since the beginning of the last completed fiscal year and to the Company's most
highly compensated executive officers who served as executive officers during
the last fiscal year, whose income exceeded $100,000 (the "Named Executive
Officers"). No other executive officers of the Company received compensation in
excess of $100,000 in 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-------------------
All Other
---------
Name and Principal Position Year Salary ($) Bonus ($) Compensation
--------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
J. Vincent Ciroli, Jr., formerly President & Chief 1999 82,357 0 3,845
Executive Officer
1998 161,000 21,735 23,199
1997 152,000 60,800 (1) 15,708
W. Quay Mull, II, formerly Interim Chief Executive 1999 ------- ------ ------
Officer (2)
1998 ------- ------ ------
1997 ------- ------ ------
Wilbur R. Roat, President and Chief Executive 1999 6,154 ------ ------
Officer
1998 ------- ------ ------
1997 ------- ------ ------
</TABLE>
------------------------
1. This bonus includes amounts credited to the Company's deferred
compensation plan (described below under "Other Compensation Plans and
Arrangements").
2. Mr. Mull served as the Interim Chief Executive Officer without
compensation.
Employment Contracts
In December 1999, the Bank and the Company entered into an employment
agreement with Mr. Roat, which provides for his employment as the president and
chief executive officer for a term of three years, subject to renewal, at an
annual base salary of $160,000. The agreement contemplates that a bonus of from
$20,000 to $25,000 will be paid in 2001 if Mr. Roat is successful in improving
the Bank's loan portfolio. The parties have also agreed to adopt a mutually
acceptable bonus plan, which provides for the payment of an annual bonus to Mr.
Roat in subsequent years based on specified criteria. The agreement also
provides that options to purchase from between 50,000 and 75,000 shares of the
Company's common stock will be issued to him at an exercise price equal to the
market price of the Company's stock when granted with vesting over a four year
period, subject to acceleration upon a change of control. If, prior to a change
of control, the Company terminates or fails to renew the agreement without
cause, Mr. Roat will be entitled to continuation of his compensation and
benefits for the remaining term, if any, and
7
<PAGE>
for a six month severance period. If the Company terminates or fails to renew
the agreement without cause within two years following a change of control or if
Mr. Roat voluntarily terminates his employment within six months following a
change of control, he will be entitled to receive payment of an amount equal to
299% of his annualized base salary and most recent bonus.
Other Compensation Plans and Arrangements
The Bank has a Defined Contribution 401(k) Savings Plan, which allows
employees who work over 1,000 hours per year to defer up to 10% of their pre-tax
salary to the Plan. The Bank matches fifty percent (50%) of the first four
percent (4%) deferred. The Bank may also make voluntary contributions to the
Plan. In 1999, the Bank paid $37,925 in matching funds and no voluntary
contribution was made. In 1999, the matching funds contribution for Mr. Ciroli
was $1,647.
No options were awarded to any of the Named Executive Officers in 1999.
None of the Named Executive Officers currently hold any stock options. However,
the Company entered into an employment agreement with Wilbur R. Roat in December
1999, under which the Company agreed to grant to Mr. Roat options to purchase
between 50,000 and 75,000 shares of Common Stock under the Belmont Bancorp. 1999
Stock Option Plan for Wilbur Roat proposed to be adopted by the Board.
During 1999, the Company had in effect an Executive Incentive
Compensation Plan to provide incentive compensation based upon the earnings of
the Bank. No bonuses were paid under this Plan for services performed in 1999
and this Plan has since been terminated.
Report of the Compensation Committee
Overview and Philosophy
The Company's executive compensation policy is to provide compensation
to employees at such levels as will enable the Company to attract and retain
employees of high caliber, to compensate employees in a manner best calculated
to recognize individual, group and Company performances and to seek to align the
interests of the employees with the interests of the Company's shareholders. The
Compensation Committee has responsibility for reviewing and approving executive
and employee salaries, bonuses, non-cash incentive compensation and benefits.
Compensation of Executive Officers
Salary determinations for executive officers are based upon various
subjective factors such as the executive's responsibilities, position,
qualifications, individual performance and experience. While the Company seeks
to compensate its executives in a manner comparable to similarly situated
financial institutions, the Company has not undertaken a formal study or survey
of comparable institutions since 1997, when it retained Bank Compensation
Strategies Group of Dublin, Ohio to advise it concerning salaries for comparable
positions at other Ohio and regional banking organizations of similar size.
Furthermore, the Company does not establish quantitative measures of Company or
individual performance for purposes of fixing the salaries or bonuses of its
executives.
Compensation of Chief Executive Officer
In December 1999, the Company entered into an employment agreement with
Wilbur R. Roat, the Company's President and Chief Executive Officer. Mr. Roat
negotiated his employment agreement with John H. Goodman, II and W. Quay Mull,
II, who are members of the Compensation Committee. This agreement was
subsequently approved by the Compensation Committee. The decision of the
Compensation Committee regarding compensation for Mr. Roat was based upon
various subjective factors such as Mr. Roat's responsibilities, position,
qualifications and experience. In reaching these decisions, the Compensation
Committee considered published analyses and reports of executive compensation,
but did not undertake a formal survey of compensation paid to executives by
comparable companies or employ quantitative measures of performance.
8
<PAGE>
Submission of Report
This report on Executive Compensation is submitted by Messrs. John H.
Goodman, II, Charles J. Kaiser, Jr., Terrence A. Lee, James R. Miller, W. Quay
Mull, II, Thomas Olszowy, Keith A. Sommer and Charles A. Wilson, Jr., the
current members of the Compensation Committee.
Performance Information
Set forth below in tabular form is a comparison of the total
shareholder return (annual change in share price plus dividends paid, assuming
reinvestment of dividends when paid) assuming an investment of $100 on the
starting date for the period shown for the Company, the Nasdaq U.S. Stocks Index
(a broad equity market index which includes the stock of companies traded on the
Nasdaq SmallCap Market) and the SNL Index of Banks with Assets less than $500
Million.
No dividends were paid on the Company's Common Stock during the period
shown. The return shown is based on the percentage change from December 31, 1994
through December 31, 1999.
<TABLE>
<CAPTION>
Period Ending
-----------------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Belmont Bancorp. 100.00 187.08 184.06 382.69 394.05 120.39
NASDAQ - Total US 100.00 141.33 173.89 213.07 300.25 542.43
SNL *$500M Bank Asset-Size Index 100.00 136.80 176.08 300.16 274.06 253.69
</TABLE>
* less than
9
<PAGE>
PRINCIPAL SHAREHOLDERS
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares and percentage of
Common Stock beneficially owned as of July 14, 2000 by (i) each person who is
known by the Company to own beneficially more than 5% of the shares of Common
Stock, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers of the Company as a group. Unless stated
otherwise, each person so named exercises sole voting and investment power as to
the shares of Common Stock so indicated. There were 11,101,403 shares of Common
Stock issued and outstanding as of July 14, 2000.
Security Ownership Table
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Amount Percent (%)
------------------------------------ -----------
<S> <C> <C>
W.Quay Mull, II 244,388 (1) 2.2
Wilbur R. Roat 25,000 (2) *
David R. Giffin 1,000,000 (3) 9.0
Terrence A. Lee 29,462 (4) *
John H. Goodman, II 324,668 (5) 2.9
Keith A. Sommer 74,008 (6) *
James R. Miller 16,000 (7) *
Mary L. Holloway Haning 8,966 (8) *
Charles J. Kaiser, Jr 46,370 (9) *
Thomas P. Olszowy 94,057 (10) *
Charles A. Wilson, Jr 153,556 (11) 1.4
J. Vincent Ciroli, Jr 31,980 *
Dana J. Lewis 117,064 (12) 1.1
Jay A. Beck 2,134 (13) *
Joseph F. Banco 56,520 (14) *
Robert W. Whiteside 82,133 (15) *
Directors and Executives Officers as a Group 2,312,400 20.8
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* Less than 1%
1. This amount includes (i) 20,100 shares held in the name of Mull Machine
Company, of which Mr. Mull is President and in which Mr. Mull holds a
substantial ownership interest, (ii) 50,000 shares held in the name of his wife,
Barbara P. Mull, and (iii) 160,000 shares held in the name of Mr. Mull.
2. These shares are held in the names of Wilbur R. and Joanne Roat as joint
tenants.
3. This amount includes (i) 889,000 shares held in the name of the David R.
Giffin Trust and (ii) 111,000 shares held in the name of Pension Systems Inc.
Profit Sharing Plan f/b/o David R. Giffin. Mr. Giffin's business address is 151
South Rose Street, Suite 623, Kalamazoo, Michigan 49007.
4. This amount includes 32 shares each held in the names of Terrence A. Lee,
Custodian for Katherine M. Lee, UOTMA, Terrence A. Lee, Custodian for Natalie A.
Lee, UOTMA, and Terrence A. Lee, Custodian for Tara N. Lee, UOTMA. Katherine,
Natalie and Tara are Mr. Lee's minor daughters. This amount also includes 25,000
shares held in the name of Terrence A. and Cathy C. Lee as joint tenants. This
amount does not include 52,704 shares held in the name of John H. Goodman, II
and Terrence A. Lee, Trustees for a trust dated February 2, 1991, as to which
Mr. Lee disclaims any beneficial interest.
10
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5. This amount includes (i) 32,134 shares held in the name of Marylouise
Goodman IRA, (ii) 64,935 shares held in the name of Marylouise Goodman, wife of
Mr. Goodman, to which Mr. Goodman disclaims any beneficial interest, (iii) 4,689
shares held in the name of John H. Goodman, Custodian for Emily Goodman, UOTMA,
Mr. Goodman's minor child, (iv) 847 shares held in the name of John H. Goodman,
Custodian for John H. Goodman, III, UOTMA, Mr. Goodman's minor child, (v) 52,704
shares held in the name of John H. Goodman, II and Terrence A. Lee, Trustees
under a trust dated February 2, 1991, to which Mr. Goodman disclaims any
beneficial interest, (vi) 30,601 shares held by J. Harvey Goodman and John H.
Goodman, II, Trustees under a trust dated April 26, 1995, (vii) 23,784 shares
held in the name of John H. Goodman, II, and (viii) 114,974 shares held in the
name of the John H. Goodman, II IRA.
6. These shares are held in the name of the Keith A. Sommer SEP IRA.
7. These shares are held in the name of the James R. Miller IRA.
8. This amount includes (i) 2,560 shares held for the benefit of Ms. Haning in
trust in which Wesbanco Bank Wheeling is trustee and (ii) 5,000 shares held in
the name of Ms. Haning.
9. This amount includes (i) 180 shares held in the name of Deborah P. Kaiser,
IRA, wife of Mr. Kaiser, to which Mr. Kaiser disclaims any beneficial interest,
(ii) 1,500 shares held in the name of Marchak Investment Co., a partnership, in
which Mr. Kaiser is a general partner and holds a substantial beneficial
interest, (iii) 20,000 shares held in the name of Wesbanco Trust and Investment
Services, Trustee for Phillips, Gardill, Kaiser & Altmeyer P.S. Plan f/b/o
Charles J. Kaiser, Jr. and (iv) 105,000 shares held in the name of Wesbanco
Trust and Investment Services, Custodian for Charles J. Kaiser, Jr. IRA.
10. This amount includes (i) 30,254 shares held in the names of Tom and Diana
Olszowy joint tenants with right of survivorship in which Mr. Olszowy shares
voting and investment power, (ii) 754 shares held in the name of Tom Olszowy,
custodian for Dana Paul Olszowy, (iii) 2,204 shares held in the name of Tom
Olszowy, custodian for Jonathan T. Olszowy, as to which Mr. Olszowy disclaims
any beneficial interest, (iv) 10,845 shares held in the name of Thomas P.
Olszowy SEP IRA, (v) 14,250 shares issuable to Thomas P. and Diana L. Olszowy as
joint tenants and (vi) 35,750 shares held in the name of Thomas P. Olszowy SEP
IRA.
11. This amount includes (i) 7,804 shares held in the name of Wilson Funeral
and Furniture Company, of which Mr. Wilson is President, and in which Mr. Wilson
holds a substantial stock interest and has voting power, (ii) 16,300 shares
issuable to Mr. Wilson, and (iii) 83,700 shares held in the name of Charles A.
Wilson, Jr. IRA.
12. This amount includes (i) 36,500 shares held in the name of Mr. Lewis and
(ii) 38,500 shares held in the name of the Dana Lewis IRA.
13. These shares are held in the name of the Jay A. Beck IRA.
14. This amount includes (i) 53,500 shares held in the name of Mr. Banco, (ii)
1,510 shares held in the name of the Joseph F. Banco IRA and (iii) 1,510 shares
held in the name of the Sherian K. Banco IRA.
15. These shares are held in the names of Robert W. and Paula Whiteside as
joint tenants.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain of its officers and persons who own more than 10%
of the Company's common stock to file reports of ownership and changes in
ownership with the SEC. Such persons are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
11
<PAGE>
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to persons who are officers or directors of the Company or holders of
10% of the Company's common stock were complied with in 1999.
CERTAIN TRANSACTIONS
Certain Directors and Executive Officers and their associates were
customers of and had transactions with the Bank in the ordinary course of the
Bank's business during 1998 and 1999. From time to time the law firms of
Phillips, Gardill, Kaiser & Altmeyer, of which Charles J. Kaiser, Jr. is a
partner, Sommer, Liberati & Co., LPA, of which Keith A. Sommer is a partner, and
Doepken Keevican & Weiss Professional Corporation, of which James F. Bauerle is
a member, have rendered legal services to the Company and the Bank. Messrs.
Kaiser and Sommer are directors of both the Company and the Bank. Mr. Bauerle
served as senior vice president of the Bank from June 1999 to December 1999. It
is contemplated that these firms will be retained to perform additional legal
services during the current year. Mr. Bauerle and David G. Brewick, who served
as interim president of the Company and the Bank from June 1999 to December
1999, are principals of FiCap Strategic Partners LLC, which has served as an
advisor to the Company and the Bank. During 1999, the Company paid advisory fees
of $1,127,000 plus expenses of $90,000 to FiCap. The Company also agreed to
grant to FiCap, for its services, two year options to purchase 50,000 shares of
Common Stock at $10.84 per share, the average daily price for the Company's
shares during June and July 1999. In addition, Doepken Keevican & Weiss received
legal fees of $878,000 for legal services rendered during 1999.
Mr. Giffin is a registered representative of Beaconsfield Financial
Services, Inc., which acted as a selling agent in connection with the Company's
offering of common stock in May and June 2000. Beaconsfield received selling
compensation of $450,000 in connection with such offering.
See "Executive Compensation--Employment Contracts" for a description of
the employment agreement entered into among the Company, the Bank and Mr. Roat.
SHAREHOLDERS' PROPOSALS
To be considered for inclusion in the Company's Proxy Statement for the
2000 Annual Meeting of Shareholders, shareholder proposals must be sent to the
Company, directed to the attention of Wilbur R. Roat, for receipt not later than
January 1, 2001.
GENERAL AND OTHER MATTERS
Management knows of no matters, other than those referred to in this
Proxy Statement, which will be presented to the meeting. However, if any other
matters properly come before the meeting or any adjournment, the persons named
in the accompanying proxy will vote it in accordance with their best judgment on
such matters.
The Company will bear the expense of preparing, printing and mailing
this Proxy Statement, as well as the cost of any required solicitation. In
addition to the solicitation of proxies by use of the mails, the Company may use
regular employees, without additional compensation, to request, by telephone or
otherwise, attendance or proxies previously solicited.
By Order of the Board of Directors
Jane R. Marsh
Secretary
Bridgeport, Ohio
July 18, 2000
12
<PAGE>
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE BELMONT BANCORP.
<TABLE>
<S> <C> <C>
_______
|
|
ANNUAL MEETING OF SHAREHOLDERS 1. For the election of David R. With- For All
AUGUST 21, 2000 Giffin, Terrence A. Lee, Dana J. For hold Except
Lewis, W. Quay Mull, II and [_] [_] [_]
KNOW ALL MEN BY THESE PRESENT that I the undersigned Wilbur R. Roat to hold office
Shareholder of BELMONT BANCORP., do hereby nominate, until the annual meeting in 2003,
constitute and appoint Kelley Archer, David L. Barnas and with authority to distribute the
Harry W. White, or any of them , my true and lawful attorney votes among the nominees as the
with full power of substitution, for me and in my name, place proxies may determine in their
and stead to vote all of the Common Stock of said Company, discretion.
standing in my name at the Annual Meeting of its Shareholders
to be held at Undo's Restaurant, 51130 National Road, St. 2. For the election of Joseph F. With- For All
Clairsville, Ohio, on August 21, 2000, at 11:00 A.M., or at Banco and Robert W. Whiteside to For hold Except
any adjournments thereof with all the powers the Undersigned fill vacancies in the class of [_] [_] [_]
would possess if personally present. Said proxies shall vote directors elected in 1998 to hold
the shares as directed by the undersigned and, in their office until the annual meeting
discretion, on all other matters that may properly come in 2001, with authority to
before the meeting. The undersigned directs said proxies to distribute the votes among the
vote as specified upon items shown on this proxy, which are nominees as the proxies may
referred to in the Notice of Annual Meeting and described in determine in their discretion.
the Proxy Statement. If this proxy is properly executed and
returned by the undersigned unmarked, said proxies will vote INSTRUCTION: To withhold authority to vote for any
FOR all of the proposals. Any proxy that is not properly individual nominee, mark "For All Except" and write that
executed shall be ineffective. nominee's name in the space provided below.
Proposal 1. __________________________________________
Proposal 2. __________________________________________
3. For the election of Jay A. With-
Beck to fill a vacancy in the For Hold
class of directors elected in [_] [_]
1999 to hold office until the
annual meeting in 2002.
--------------------- 4. To consider and act upon a For Against Abstain
Please be sure to sign and date | Date | proposal to ratify the [_] [_] [_]
this Proxy in the box below | | appointment of Crowe, Chizek and
------------------------------------------------------------ Company LLP as independent
| | auditors for the year ending
| | December 31, 2000.
---Stockholder sign above----Co-holder (if any) sign above--
When signing in a fiduciary capacity, please give full
title. All joint owners should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THIS CORPORATION. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE ITEMS.
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* Detach above card, sign, date and mail in postage paid envelope provided. *
BELMONT BANCORP.
Bridgeport, Ohio
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| PLEASE SIGN, DATE, AND RETURN YOUR PROXY PROMPTLY |
| IN THE ENCLOSED ENVELOPE TO REGISTRAR AND TRANSFER COMPANY |
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