Ohio Legacy Corp/James R. Small SC 13D/A

0000950152-08-002715.txt : 20080411 0000950152-08-002715.hdr.sgml : 20080411 20080411114659 ACCESSION NUMBER: 0000950152-08-002715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080411 DATE AS OF CHANGE: 20080411 GROUP MEMBERS: J.R. SMAIL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OHIO LEGACY CORP CENTRAL INDEX KEY: 0001096654 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341903890 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78694 FILM NUMBER: 08751660 BUSINESS ADDRESS: STREET 1: 305 WEST LIBERTY STREET CITY: WOOSTER STATE: OH ZIP: 44691 BUSINESS PHONE: 3302620437 MAIL ADDRESS: STREET 1: P O BOX 959 CITY: WOOSTER STATE: OH ZIP: 44691 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Smail James R CENTRAL INDEX KEY: 0001384355 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 440-974-3770 MAIL ADDRESS: STREET 1: 8500 STATION STREET, SUITE 345 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 l31033asc13dza.htm OHIO LEGACY CORP/JAMES R. SMALL SC 13D/A Ohio Legacy Corp/James R. Small SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT RULE 13d-2(a)

(Amendment No. 1)

Ohio Legacy Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

677399107

(CUSIP Number)

Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9^th Street, 20^th Floor, Cleveland, OH 44114, (216) 696-8700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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).

Page 1 of 6 Pages


CUSIP No. 677399107		Page 2 of 6 Pages

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

James R. Smail

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO, PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

142,125*

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

142,125*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

142,125*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Includes 70,880 Shares held by J.R. Smail, Inc.


CUSIP No. 677399107		Page 3 of 6 Pages

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

J.R. Smail, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO, WC

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ohio

SOLE VOTING POWER

NUMBER OF

70,880

SHARES

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

70,880

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

3.2%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No. 677399107		Page 4 of 6 Pages

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 1 to Schedule 13D is filed by James R. Smail and J.R. Smail, Inc. (“J.R. Smail”), an Ohio corporation, for the purpose of reporting acquisitions of shares of common stock, without par value (the “Shares”), of Ohio Legacy Corp., an Ohio corporation (the “Company”). Mr. Smail is chairman and sole owner of J.R. Smail.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented as follows:

The Shares reported in Item 5(c) as having been acquired by Mr. Smail were acquired for the aggregate purchase price of approximately $95,582 (excluding commissions) with a combination of Mr. Smail’s personal funds and margin debt from The O.N. Equity Sales Company (“O.N. Equity Sales”). The Shares reported in Item 5(c) as having been acquired by J.R. Smail were acquired for the aggregate purchase price of approximately $37,831 with a combination of J.R. Smail’s working capital and margin debt from O.N. Equity Sales. Interest on the margin debt is computed at a select rate above the rate banks charge securities brokers (“call money rate”) and is subject to change, without notice, if the call money rate changes. To the extent permitted by law, O.N. Equity Sales has a lien on certain of the Shares reported herein as having been acquired by Mr. Smail and J.R. Smail.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and 5(c) are amended and supplemented as follows:

(a) According to the most recently available filing with the Securities and Exchange Commission by the Company, there are 2,214,564 Shares outstanding.

Mr. Smail beneficially owns 142,125 Shares, including 70,880 Shares held by J. R. Smail, or 6.4% of the outstanding Shares. J.R. Smail beneficially owns 70,880 Shares, or 3.2% of the outstanding Shares. As chairman and sole owner of J.R. Smail, Mr. Smail may be deemed to beneficially own all of the Shares held by J.R. Smail.

(c) Since the filing of the original Schedule 13D dated December 20, 2007 (the “Original Schedule 13D”), Mr. Smail purchased 16,267 Shares in open market transactions as set forth below:


			Approximate Per Share Price
Date	Number of Shares		(Excluding Commissions)
1/03/2008		81	$	5.10
1/04/2008		997	$	5.10
1/23/2008		800	$	5.50
1/30/2008		500	$	5.50
1/31/2008		500	$	5.50
2/05/2008		500	$	5.50
2/06/2008		1,500	$	5.60


CUSIP No. 677399107		Page 5 of 6 Pages


			Approximate Per Share Price
Date	Number of Shares		(Excluding Commissions)
2/08/2008		89	$	5.50
2/08/2008		9,800	$	6.00
2/27/2008		500	$	6.49
2/27/2007		1,000	$	6.50

Since the filing of the Original Schedule 13D, J.R. Smail purchased 5,880 Shares in open market transactions as set forth below:


			Approximate Per Share Price (Excluding
Date	Number of Shares		Commissions)
2/28/2008		500	$	6.48
3/04/2008		800	$	6.50
3/10/2008		1,000	$	6.49
3/10/2008		1,000	$	6.50
3/11/2008		455	$	6.50
4/01/2008		2,000	$	6.30
4/04/2008		81	$	6.63
4/04/2008		44	$	6.97

Item 7. Material to be Filed as Exhibits.

7.1 Joint Filing Agreement

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.

Date: April 11, 2008



		/s/ James R. Smail

		JAMES R. SMAIL, individually

		J.R. SMAIL, INC.

		/s/ James R. Smail

		By: James R. Smail, Chairman

Page 6 of 6 Pages

EXHIBIT INDEX


Exhibit Number		Description

7.1		Joint Filing Agreement

EX-7.1 2 l31033aexv7w1.htm EX-7.1 EX-7.1

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Date: April 11, 2008



		/s/ James R. Smail

		James R. Smail, individually

		J.R. SMAIL, INC.

		/s/ James R. Smail

		By: James R. Smail, Chairman