SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K\A
Annual report pursuant to Section 13 of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission File No,: 0-25172
FIRST BELL BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 25-1752651
(state or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Suite 1704, 300 Delaware Avenue, Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 427-7883
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
The registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No ____.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, i.e., persons other than directors and executive officers of the
registrant is $74,887,904 and is based upon the last sales price as quoted on
The Nasdaq Stock Market for March 1, 2000
As of March 1, 2000, the Registrant had 5,104,763 shares outstanding
(excluding treasury shares).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December
31, 1999 are incorporated by reference into Part II of this Form 10-K. Portions
of the Proxy Statement for the 2000 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.
This amended 10K is being filed to revise Item 14 to indicate that
Exhibits 10.6 and 10.7 were not filed in the form 10K, but are being
incorporated by reference to a previous filing.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements of the Company are incorporated by
reference to the following indicated pages of the 1999 Annual Report to
Stockholders.
PAGE
Independent Auditors Report.................................... 21
Consolidated Balance Sheets for the
December 31, 1999 and 1998................................... 22
Consolidated Statements of Income for the
Years Ended December 31, 1999, 1998 and 1997................. 23
Consolidated Statements of Comprehensive Income (Loss) for the
Years Ended December 31, 1999, 1998 and 1997................. 24
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1999, 1998 and 1997......... 25
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1999, 1998 and 1997................. 26
Notes to Consolidated Financial Statements for the
Years Ended December 31, 1999, 1998 and 1997................. 27-45
The remaining information appearing in the 1999 Annual Report to
Stockholders is not deemed to be filed as part of this report, except as
expressly provided herein.
(2) All schedules are omitted because they are not required or applicable, or
the required information is shown in the consolidated financial statements or
the notes thereto.
(3) Exhibits
(a) The following exhibits are filed as part of this report.
3.1 Certificate of Incorporation of First Bell Bancorp, Inc.*
3.2 Bylaws of First Bell Bancorp, Inc.*
4.0 Stock Certificate of First Bell Bancorp, Inc.*
____________________________
* Incorporated herein by reference into this document from the
Exhibits to the Form S-1, Registration Statement, originally filed
on November 9, 1994, as amended and declared effective on May 9,
1995, Registration No. 33-86160.
10.1 First Bell Bancorp, Inc. 1995 Master Stock Option Plan**
10.2 Bell Federal Savings and Loan Association of Bellevue Master Stock
Compensation Plan**
10.5 Form of Bell Federal Savings and Loan Association of Bellevue
Supplemental Executive Retirement Plan*
10.6 Employment Agreement between First Bell Bancorp, Inc. and certain
executive officers, including Messrs. Eckert and Hinds ***
10.7 Employment Agreement between Bell Federal Savings and Loan
Association of Bellevue and certain executive officers, including
Messrs. Eckert and Hinds ***
11.0 Computation of earnings per share (previously filed)
13.0 Portions of the 1999 Annual Report to Stockholders (previously
filed)
23.0 Consent of Independent Accountant (previously filed)
27.0 Financial Data Schedule (previously filed)
99.0 Proxy Statement for 2000 Annual Meeting of Stockholders to be held
on April 24, 2000 and previously filed on March 17, 2000 is herein
incorporated by reference
__________________________________
** Incorporated herein by reference into this document from the
Exhibits to the Form S-1 Registration Statement originally filed on
November 9, 1994 as amended and declared effective on May 9, 1999,
Registration No. 33-86160.
*** Incorporated herein by reference into this document from the
Exhibits to the December 31, 1998 Form 10K originally filed on
March 30, 1999
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: March 30, 2000 By: /s/ Albert H. Eckert II
----------------- ------------------------------------
Albert H. Eckert II,
President, Chief Executive Officer
and Director
Date: March 30, 2000 By: /s/ Jeffrey M. Hinds
----------------- ------------------------------------
Jeffrey M. Hinds
Executive Vice President, Chief Financial
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Albert H. Eckert, II President, Chief Executive March 30, 2000
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Albert H. Eckert, II Officer and Director
/s/ Jeffrey M. Hinds Executive Vice President, March 30, 2000
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Jeffrey M. Hinds Chief Financial Officer and
Director
/s/ David F. Figgins Vice President and March 30, 2000
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David F. Figgins Director
/s/ Thomas J. Jackson, Jr. Director March 30, 2000
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Thomas J. Jackson, Jr.
/s/ Robert C. Baierl Secretary and Director March 30, 2000
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Robert C. Baierl
/s/ William S. McMinn Vice President and March 30, 2000
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William S. McMinn Director
/s/ Peter E. Reinert Director March 30, 2000
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Peter E. Reinert
/s/ Jack W. Schweiger Director March 30, 2000
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Jack W. Schweiger
/s/ Theodore R. Dixon Director March 30, 2000
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Theodore R. Dixon