UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
Ohio Legacy Corp
(Name of
Issuer)
Common Stock, without par
value
(Title of Class of
Securities)
677399 10 7
(CUSIP Number)
Otto Jack
200 Stanton
Boulevard
Suite 240
Stuebenville,
Ohio 43952
(740)264-1800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
February 19, 2010
(Date of Event Which Requires Filing of
this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
o
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1
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NAMES
OF REPORTING PERSONS:
Excel
Bancorp, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
o
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6
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CITIZENSHIP
OR PLACE OR ORGANIZATION:
United
States, State of Ohio
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER:
15,000,000
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8
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SHARED
VOTING POWER:
N/A
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9
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SOLE
DISPOSITIVE POWER:
15,000,000
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10
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SHARED
DISPOSITIVE POWER:
N/A
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,000,000
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
76.1%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
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Item 1. Security and
Issuer
The class of the equity securities to
which this statement (this “Schedule 13D”) relates is the Common Stock, without
par value (“Common Stock”), of Ohio Legacy Corp, an Ohio corporation (the
“Company”). The principal executive offices of the Company are
located at 600 South Main Street, North Canton, Ohio 44720.
Item 2. Identity and
Background
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(a)
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Excel Bancorp, LLC (“Excel”) is an
Ohio limited liability company and registered bank holding company whose
principal business at present is holding the Common Stock discussed in
this Schedule 13D. Excel is governed by a Board of Managers
(each a “Manager” and, collectively, the “Managers”). The
Managers are
Bruce A. Cassidy, Sr., Louis Altman, Otto A. Jack,
Jr., Frank Wenthur and David Shew.
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(b)
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Excel’s principal place of
business is located at 200 Stanton Boulevard, Suite 240, Steubenville,
Ohio 43952. Each of the Managers may be reached at Excel’s
address set forth in the previous
sentence.
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(c)
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Not applicable for
Excel. The principal occupations, employers and business
addresses of each of the Managers is set forth
below:
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Bruce A. Cassidy, Sr. and Frank Wenthur
are retired.
Louis Altman is a commercial real estate
developer with A. Altman Company, 2555 34
th
Street, N.E., Canton,
Ohio 44705.
David Shew is President of Fibercorr,
Inc., 670 17
th
Street, NW, Massillon,
Ohio 44646.
Otto Jack, Jr. is an attorney and his
office is located at 200 Stanton Blvd., Suite 240, Steubenville,
Ohio 43952.
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(d)
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Neither Excel nor any of the
Managers has, during the last five years, been convicted in a criminal
proceeding.
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(e)
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During the last five years,
neither Excel nor any of the Managers has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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(f)
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Each of the Managers is a United
States citizen.
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Item 3. Source and Amount of Funds
or Other Consideration
The shares of Common Stock owned by
Excel were acquired with working capital and were purchased with cash directly
from the Company in a privately negotiated transaction. No funds were
borrowed to purchase the shares of Common Stock. None of the Managers
individually beneficially owns any shares of the Company, other than shares he
may be deemed to beneficially own through his ownership interest in Excel and/or
his service as a Manager of Excel.
Item 4. Purpose of
Transaction
The purpose of the transaction was to
effect a change in control of the Company. The issuance of the Common
Stock to Excel was approved by the shareholders of the Company prior to Excel’s
purchase of the Common Stock. Due to its majority interest, Excel may
and intends to exercise control or influence over the Company’s policies and
management. Because the resignation of a majority of the directors
was a condition to Excel’s investment in the Company, Excel has replaced a
majority of the board of directors of the Company and Excel will control the
election of the Company’s directors going forward due to its majority ownership
position. Excel also has replaced all members of the Company’s senior
management and the capitalization of the Company has changed to the extent of
Excel’s acquisition of a large number of shares of Common Stock. The
ownership by Excel of a majority of the Company’s outstanding shares of Common
Stock would likely impede the acquisition of control of the Company by another
person. Excel may at a later time change the Company’s dividend
policy.
Although Excel has not formulated any
current plans or proposals other than as described in this Item 4, it may
from time to time acquire, or dispose of, shares of Common Stock if and when it
deems it appropriate. Excel may formulate other plans or proposals
relating to securities of the Company to the extent deemed advisable in light of
general market and economic conditions, investment policies and various other
factors. Except as indicated in this Item 4, Excel has no
current plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (d) any other
material change in the Company’s business or corporate structure;
(e) changes in the articles of incorporation, as amended, or the Company’s
Code of Regulations; (f) a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (g) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or
(h) any action similar to the foregoing.
The purposes of the Managers are the
same as those of Excel, and none of them has any purpose other than as set forth
above.
Item 5. Interest in Securities of
the Issuer
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(a)
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As of February 19, 2010, Excel
beneficially owned 15,000,000 shares of Common Stock, which constituted
76.1% of the Company’s outstanding Common Stock as of that
date.
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(b)
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Excel has the sole power to vote
or to direct the vote and sole power to dispose or to direct the
disposition of all of the shares of Common Stock owned by
Excel.
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(c)
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On February 19, 2010, Excel
purchased 15,000,000 shares of Common Stock with an aggregate purchase
price of $15,000,000. These shares were purchased directly from
the Company, and the price paid for such shares was negotiated with the
Company in a private
transaction.
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None of the Managers individually
beneficially owns any shares of the Company, other than shares he may be deemed
to beneficially own through his ownership interest in Excel and/or his service
as a Manager of Excel.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
The
shares of Common Stock owned by Excel were purchased from the Company pursuant
to a Stock Purchase Agreement dated November 15, 2009, among the Company, Excel
and Ohio Legacy Bank, National Association. No other contracts exist
between Excel and any other person with respect to the securities of the
Company.
Item 7. Material to Be Filed as
Exhibits
Exhibit 1. Stock Purchase
Agreement dated November 15, 2009, among Excel, the Company and Ohio Legacy
Bank, National Association. (incorporated by reference to Exhibit 99.2 of the
Current Report on Form 8-K for the event on November 15, 2009, filed by the
Company with the Securities and Exchange Commission on November 16, 2009, File
No. 000-31673).
Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
EXCEL BANCORP, LLC
By: /s/ Bruce A. Cassidy,
Sr.
Title: Manager
Date: March 1,
2010
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