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Exhibit 17.1
December 28, 2000
W. Quay Mull, II, Chairman
Board of Directors
Belmont Bancorp
325 Main Street
Bridgeport, OH 43912
Dear Mr. Mull:
Since my resignation as the President of Belmont Bancorp on June 8,
1999 I have attempted to continue to perform my duties as a director, which the
shareholders elected me to do. However, for more than a year, I have been
prevented from performing my duties as a director. Contrary to the bylaws, I do
not receive notices of meetings and have not been invited to attend meetings of
the Board of Directors. As early as the July 6, 1999 special Board meeting, I
requested and was denied basic financial information. Even as of today, I have
yet to receive the standard Board information package sent to all other
directors. Since the Board of Directors are not allowing me to perform my
duties as a member of the Board of Directors, I request that you please accept
this letter as my resignation from the Board of Directors of Belmont Bancorp.
Although I still stand ready to assist both Belmont National Bank and Belmont
Bancorp in any manner that is in the best interest of these organizations and
their shareholders.
More specifically, I regret statements contained in Belmont Bancorp's
S-2 Registration Statement and elsewhere which provide a misleading and
inaccurate chronology of events. As a result, I deem it necessary to clarify
what actually occurred.
Prior to the Board meeting on June 8, 1999, the Board had voted to
make William Wallace President of the Bank. At its June 8, 1999 meeting, the
Board voted to retain the services of FiCap Strategic Partners, LLC and the law
firm of Doepken Keevican & Weiss and a few days later the Board voted to sever
its relationship with Gary Bronstein's law firm. I objected to this action and
pointed out that I concurred with the recommendation of Mr. Bronstein that the
Board defer approving retention of FiCap and Doepken until after the Office of
the Comptroller of the Currency had been properly notified. In fact, I
practically begged the Board to seek OCC approval before hiring FiCap/Doepken.
The Board rejected my pleas and recommendations during the meeting of June 8.
As I further stated in my formal letter dated June 8, 1999 resigning
as President and CEO of both Belmont Bancorp and Belmont National Bank, I was
appalled to learn that Board meetings had taken place without my knowledge and I
was concerned the Board's action had placed in jeopardy its
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bond claim against Progressive Casualty Insurance Co. to recover the losses
incurred in connection with the Schwartz Homes loans.
My resignation followed the decisions by the Board to hire FiCap and
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the Doepken firm, not the other way around. In fact, it was because of the vote
taken at the June 8 meeting that I concluded I had no real alternative but to
resign. The fact that the formal engagement of FiCap may have occurred on June
9, 1999 is irrelevant.
I am concerned the S-2 Registration Statement contains no reference to
the Bank's claims against Snodgress & Co. [sic] and Michael Zeno, particularly
in light of the Bank's representation in the Fleagane action that it intended to
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pursue such claims. I continue to believe information regarding the Bank's
claims against Snodgress and Zeno should have been and should be fully
disclosed.
Under these circumstances, I cannot function as an effective director
and I therefore resign my position effective today.
My resignation results from my disagreement on matters relating to
Belmont Bancorp's operations, policies or practices within the meaning of Item 6
of Form 8-K and I hereby request that an accurate summary of the contents of
this resignation letter be described in a Form 8-K and filed by Belmont Bancorp
with the Securities and Exchange Commission.
Very truly yours,
J. Vincent Ciroli, Jr.
cc: Board of Directors of Belmont Bancorp
Office of the Comptroller of the Currency
Federal Reserve Bank of Cleveland
