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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FIRST BELL BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(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):
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[_] 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.
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Notes:
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April 7, 2000
Dear Fellow Stockholder:
We have previously sent to you proxy material for the Annual Meeting of
Stockholders of First Bell Bancorp, Inc. to be held on April 24, 2000. Your
Board of Directors has unanimously recommended that stockholders vote AGAINST
Proposal 3, the shareholder proposal described in the proxy statement. You
should be aware that on March 30, 2000, Institutional Shareholder Services
("ISS"), the nation's leading voting advisor to institutional investors, mutual
funds and other fiduciaries, also recommended a vote AGAINST Proposal 3. To
quote from the ISS report: "the proponent has also failed to offer compelling
evidence that the drastic measure of selling the Company, particularly in a time
of weak thrift equity prices, is in shareholders' best interests . . . we
conclude that management's current strategies merit continued shareholder
support."
Your vote is important, no matter how many or how few shares you may own.
Whether or not you have already done so, please sign, date and return the
enclosed proxy card today in the envelope provided.
Thank you for your continued support.
Very truly yours,
/s/ Albert H. Eckert, II
Albert H. Eckert, II
President and Chief Executive Officer
