SCHEDULE 14A INFORMATION
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or
Subsection 240.14a-12
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] 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.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
September 24, 1997
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of ES&L Bancorp, Inc. (the "Corporation"), the holding company
of Elmira Savings and Loan, F.A., to be held at The Downtown
Elmira Holiday Inn, One Holiday Plaza, Elmira, New York, on
Monday, October 27, 1997 at 7:00 p.m.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Corporation. Directors and officers of the Corporation as well
as representatives of Mengel, Metzger, Barr & Co. LLP the
Corporation's independent auditors, will be present to respond
to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote
is important, regardless of the number of shares you own. This
will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ William A. McKenzie
William A. McKenzie
President
________________________________________________________________
ES&L BANCORP, INC.
300 West Water Street
Elmira, New York 14901
(607) 733-5533
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 27, 1997
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of ES&L Bancorp, Inc.
("Corporation"), the holding company of Elmira Savings and Loan,
F.A., will be held at The Downtown Elmira Holiday Inn, One
Holiday Plaza, Elmira, New York, on Monday, October 27, 1997 at
7:00 p.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the
Corporation;
2. The ratification of the appointment of Mengel,
Metzger, Barr & Co. LLP as independent
auditors for the Corporation for the fiscal
year ending June 30, 1998; and
3. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing
proposals at the Meeting on the date specified above or on any
date or dates to which, by original or later adjournment, the
Meeting may be adjourned. Stockholders of record at the close
of business on September 2, 1997 are the stockholders entitled
to vote at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 24, 1997
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER
TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
________________________________________________________________
PROXY STATEMENT
OF
ES&L BANCORP, INC.
300 WEST WATER STREET
ELMIRA, NEW YORK 14901
ANNUAL MEETING OF STOCKHOLDERS
October 27, 1997
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of ES&L
Bancorp, Inc. (the "Corporation"), the holding company of Elmira
Savings and Loan, F.A. (the "Bank"), to be used at the Annual
Meeting of Stockholders of the Corporation (the "Meeting") which
will be held at The Downtown Elmira Holiday Inn, One Holiday
Plaza, Elmira, New York, on Monday, October 27, 1997 at 7:00
p.m. The accompanying notice of meeting and this Proxy
Statement are being first mailed to stockholders on or about
September 24, 1997.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to Shirley L. Gleockner, Secretary of the Corporation, at the
address shown above, by filing of a later dated proxy prior to a
vote being taken on a particular proposal at the Meeting or by
attending the Meeting and voting in person. Proxies solicited
by the Board of Directors of the Corporation will be voted in
accordance with the directions given therein. Where no
instructions are given, proxies will be voted for the nominees
for director set forth below and in favor of each of the other
proposals set forth in this Proxy Statement for consideration at
the Meeting. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve or
for good cause will not serve, and matters incident to the
conduct of the Meeting.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on
September 2, 1997, are entitled to one vote for each share then
held. As of September 2, 1997, the Corporation had 843,717
shares of common stock outstanding. The presence, in person or
by proxy, of at least one-third of the total number of shares of
common stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the
Corporation's common stock are required to file certain reports
regarding such ownership pursuant to the Securities Exchange Act
of 1934. Based upon such reports, the following table sets
forth, as of September 2, 1997, certain information as to the
common stock beneficially owned by all beneficial owners of in
excess of 5% of the Corporation's common stock. The table also
sets forth the beneficial ownership of certain executive
officers of the Corporation and all executive officers and
directors of the Corporation as a group. Management knows of no
persons, other than those shown below, who owned more than 5% of
the Corporation's outstanding shares of common stock at
September 2, 1997.
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------- --------- ------------
Elmira Savings & Loan, F.A.
Incentive Savings Plan
300 West Water Street
Elmira, NY 14901 78,094 (1) 9.26%
William A. McKenzie, President
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, NY 14901 35,407 (2) 4.20%
J. Michael Ervin
Senior Vice President and Treasurer
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, New York 14901 38,592 (2) 4.56%
Vincent R. Valicenti
Valicenti Advisory Services, Inc.
400 East Water Street
Elmira, NY 14901 69,159 (3) 8.20%
All Executive Officers
and Directors as a
Group (16 persons) 306,612 (4) 35.76%
<FN>
______________
(1) Consists of shares of common stock held in trust for the benefit of
participating employees over which the Elmira Savings & Loan, F.A.
Incentive Savings Plan (the "Incentive Savings Plan") may be deemed to
have shared voting and dispositive power. Shares held by this Plan for
the benefit of executive officers are and in previous years have been
included in the individual's stock ownership levels reported in this
table.
(2) Includes 20,617 and 16,007 shares, respectively, held by the Bank's
Incentive Savings Plan over which Messrs. McKenzie and Ervin have shared
voting power.
(3) Vincent R. Valicenti is the sole shareholder of Valicenti Advisory
Services, Inc., and therefore may be deemed to share the voting and
dispositive power over the reported shares held by Valicenti Advisory
Services, Inc. Other than 4,500 shares which are owned individually by
Mr. Valicenti, all of the remaining shares beneficially owned by
Valicenti Advisory Services, Inc. are owned by investment advisory
clients of that firm.
(4) Includes certain shares of common stock owned by businesses in which the
director or executive officer is an officer or major stockholder, or by
spouses or as a custodian or trustee for minor children, over which
shares all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated. Includes options to purchase 13,598 shares, as adjusted, of
the Corporation's common stock held by all executive officers and
directors as a group which are exercisable within 60 days from September
2, 1997 under the Corporation's 1990 Stock Option Plan. Includes 56,081
shares, as adjusted, held by the Bank's Incentive Savings Plan held for
the benefit of all executive officers as a group for which participants
in the plan have shared voting power.
</FN>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Corporation's Board of Directors is composed of nine
members. The Corporation's Certificate of Incorporation
requires that directors be divided into three classes, as nearly
equal in number as possible, each class to serve for a three
year period, with approximately one-third of the directors
elected each year. The Board of Directors
2
has nominated John F. Cadwallader, Adrian P. Hulsebosch and Paul
Morss, all of whom are currently members of the Board, to serve
as directors for a three-year period.
Under the Corporation's Bylaws, directors shall be elected
by a majority of those votes cast by stockholders at the
Meeting. Votes which are not cast at the Meeting, either
because of abstentions or broker non-votes, are not considered
in determining the number of votes which have been cast for or
against the election of a nominee.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the names of the Board's
nominees for election as directors and of those directors who
will continue to serve as such after the Meeting. Also set
forth is certain other information with respect to each person's
age, the expiration of his term as a director, and the number
and percentage of shares of common stock beneficially owned at
September 2, 1997. All directors were appointed as directors of
the Corporation in connection with the organization of the
Corporation in March 1990. Each director of the Corporation is
also a member of the Board of Directors of the Bank.
Shares of
Common Stock
Current Beneficially
Age at Term Owned at the Percent
Name June 30, 1997 to Expire September 2, 1997(1) of Class(2)
- ------------------------------------------------------------------------------------
BOARD NOMINEE FOR TERM TO EXPIRE IN 2000
John F. Cadwallader 56 1997 20,859 2.47%
Adrian P. Hulsebosch 68 1997 30,595 3.63%
Paul Morss 66 1997 13,830 1.64%
DIRECTORS CONTINUING IN OFFICE
L. Edward Considine 65 1998 9,611 (3) 1.13%
Jack H. Mikkelsen 73 1998 41,845 4.96%
Frederick J. Molter 61 1998 30,594 (3) 3.60%
Gerald F. Schichtel 57 1999 13,829 1.64%
Robert E. Butler 65 1999 15,235 1.81%
William A. McKenzie 46 1999 35,407 (4) 4.20%
<FN>
____________
(1) Includes certain shares of common stock owned by businesses in which the
director is an officer or major stockholder or by spouses or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared
voting and investment power, unless otherwise indicated.
(2) In the case of directors who own exercisable options as of September 2,
1997, percent of class is based upon the number of shares of common stock
presumed to be outstanding if these options had been exercised.
(3) Includes 6,799 shares, as adjusted, which may be purchased pursuant to the
exercise of stock options under the Corporation's 1990 Stock Option Plan.
(4) Includes 20,617 shares, as adjusted, held by the Bank's Incentive Savings
Plan over which Mr. McKenzie has shared voting power.
</FN>
3
The principal occupation of each director of the Corporation
for the last five years is set forth below.
JOHN F. CADWALLADER has been a director of the Bank since
1983 and has served as President and Chief Executive Officer of
John F. Cadwallader, Inc., d/b/a "The Glass Company,"
Horseheads, New York, since 1977. The company was established
as a contract glazier and flat glass distributor. Mr.
Cadwallader also owns Windshield Installation Network, Inc.,
d/b/a WIN in Elmira, New York. WIN is in the business of
manufacturing and distributing laminated safety glass products
serving the northeast United States. WIN was established in
1985.
DR. ADRIAN P. HULSEBOSCH has been a director of the Bank
since 1983 and retired in 1988 after practicing orthodontics in
Elmira for 30 years. Dr. Hulsebosch is a former president of
the Elmira Rotary Club and the Chemung County Dental Society,
and is a member of the American Association of Orthodontists and
New York State Dental Society.
PAUL MORSS has been a director of the Bank since 1986 and
retired in 1993 as Vice President of Swan & Sons Morss Co.
Insurance Agency located in Elmira. Mr. Morss had been employed
with this company since 1954. Mr. Morss is past president of
the Chemung County Historical Society and continues as trustee.
L. EDWARD CONSIDINE has been a director of the Bank since
1971 and is currently employed as a Professional Engineer with
Hunt Engineers and Architects in Corning, New York. He retired
in 1991 as General Manager of the Elmira Water Board, a position
he had held since 1972. Mr. Considine served as President of
the Steuben Area Chapter of the N.Y.S. Society of Professional
Engineers and as Chairman of the N.Y. Section of the American
Water Works Association. Mr. Considine is currently Secretary
of the Chemung County Board of Health.
JACK H. MIKKELSEN has been a director of the Bank since 1986
and is retired from Zeiser Wilbert Vault, Inc., a precast
concrete products manufacturer located in Elmira. He had served
as President of that company since 1976.
FREDERICK J. MOLTER has been a director of the Bank since
1974 and has been an Engineer and former Branch Manager of the
Elmira office of the Sear Brown Group, an engineering consulting
group located in Rochester, New York, since 1984. Mr. Molter
presently is a senior consultant at Sear Brown. Mr. Molter
serves on the YWCA Advisory Board. He is also a member of the
Chemung County Chamber of Commerce and is a former director of
the Elmira Rotary Club.
GERALD F. SCHICHTEL has been a director of the Bank since
1990 and has served as President of Hilliard Corp., a
manufacturing company located in Elmira, since 1970.
ROBERT E. BUTLER was elected Chairman of the Board of the
Bank in 1983 and has been a director since 1965. Mr. Butler has
been owner of Deister & Butler, Inc., a jewelry store in Elmira,
since 1962 and owner of H. H. Equipment, Inc., a tractor
dealership in Elmira, since 1985.
WILLIAM A. MCKENZIE has served as President and Chief
Executive Officer of the Bank since June 1983. In this
capacity, Mr. McKenzie is responsible for the overall operation
of the Bank pursuant to the policies and procedures established
by the Board of Directors. Mr. McKenzie is a Board member of
Elmira Downtown Development Corporation, America's Community
Bankers and Community Bankers Association of New York State.
He has also served as Chairman of the following organizations:
Chemung County Chamber of Commerce, Southern Tier Economic
Growth and the Chemung County United Way Fund Drive.
4
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors of the Corporation conducts its
business through meetings of the Board and through its
committees. During the fiscal year ended June 30, 1997, the
Corporation's Board of Directors held 6 meetings, and
the Bank's Board of Directors held 12 meetings. No director
attended fewer than 75% of the total meetings of the Board of
either the Corporation or the Bank during this period.
The Corporation's full Board of Directors serves as the
audit committee. The Board meets annually in its capacity as
audit committee with the Corporation's independent auditors to
review the Corporation's accounting practices and financial
reporting. The Board met once in its capacity as audit
committee during fiscal year 1997.
The Corporation's full Board of Directors serves as the
nominating committee. While the Board will consider nominees
recommended by stockholders, it has not actively solicited
recommendations from the Corporation's stockholders for nominees
nor, subject to the procedural requirements set forth in the
Corporation's Certificate of Incorporation and Bylaws,
established any procedures for this purpose. The nominating
committee met once during fiscal year 1997.
The Board of Directors of the Corporation has established a
compensation/personnel committee. This committee met twice
during the 1997 fiscal year.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for the last
three fiscal years awarded to the Chief Executive Officer and
the only other executive officer who received combined salary
and bonus in excess of $100,000 during fiscal year 1997.
Annual Compensation
Name and Fiscal ------------------- All Other
Principal Position Year Salary Bonus Compensation(1)
- ------------------ ------ ------ ------ ---------------
William A. McKenzie 1997 $124,667 $94,070 $9,364
President 1996 113,583 77,992 9,666
1995 98,000 65,403 8,972
J. Michael Ervin 1997 $ 79,666 $49,005 $7,720
Senior Vice President 1996 75,667 38,586 6,855
and Treasurer 1995 72,000 32,646 6,279
<FN>
____________
(1) All other compensation consists of contributions under the Bank's 401(k)
plan on behalf of Mr. McKenzie and Mr. Ervin.
</FN>
5
EMPLOYMENT AGREEMENTS
In connection with its conversion from mutual to stock form,
the Bank entered into employment agreements with William A.
McKenzie, President and Chief Executive Officer and J. Michael
Ervin, Senior Vice President and Treasurer. The agreements
provide for terms of two years, with current annual base
salaries of $125,000 and $80,000, respectively. On each
anniversary date from the date of commencement of the agreements
the terms of employment are automatically extended for an
additional one year period beyond the then effective expiration
date unless written notice of termination is received by
the Bank or the employee prior to such anniversary date;
provided, however, that each such automatic extension must be
preceded by a formal performance evaluation of the employee by
the Bank's Board of Directors.
The agreements provide for a salary review by the Board of
Directors not less often than annually, as well as inclusion in
any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
agreements will be terminated upon death, and are terminable by
the Bank for "just cause" as defined in the agreement. In the
event of termination for just cause, no severance benefits are
available. If the Bank terminates or demotes the employee
without just cause, Mr. McKenzie will be entitled to a
continuation of his salary and benefits for one year from the
date of termination and Mr. Ervin will be entitled to a
continuation of salary and benefits for six months from the date
of termination. The aggregate payments that would be made to
Messrs. McKenzie and Ervin assuming the termination of their
employment under the foregoing circumstances at June 30, 1997,
would be $125,000 and $40,000, respectively. Mr. McKenzie and
Mr. Ervin are able to voluntarily terminate their agreements by
providing 60 days' written notice to the Board of Directors, in
which case they are entitled to receive only their compensation,
vested rights and benefits up to the date of termination.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors of the Corporation do not receive separate Board
fees. During the fiscal year ended June 30, 1997, members of
the Board of the Bank who are not employees received fees of
$13,500 per year, payable semi-annually. Beginning July 1, 1997
these fees were increased to $14,500 per year. In the event
that a director attends fewer than 10 meetings, 10% of his
annual fees are withheld for each meeting less than the required
10 meetings, unless the Board acts to officially excuse the
director from these meeting requirements. Directors who are
required to attend Board meetings for the Bank's subsidiary,
Brille Corporation, are compensated $100 per quarter.
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
In the opinion of management, all loans to executive
officers and directors are made in the ordinary course of
business, on substantially the same terms as those prevailing at
the time for nonaffiliated persons and do not involve more than
the normal risk of collectibility.
_______________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
Mengel, Metzger, Barr & Co. LLP were the Corporation's
independent certified public accountants for the fiscal year
ended June 30, 1997. The Board of Directors presently intends
to renew the Corporation's arrangement with Mengel, Metzger,
Barr & Co. LLP to be its independent certified public
accountants for the 1998 fiscal year, subject to ratification by
the Corporation's stockholders. A representative of Mengel,
Metzger, Barr & Co. LLP is expected to be present at the Meeting
to respond to appropriate questions and to make a statement, if
so desired.
6
The appointment of the auditors must be ratified by a
majority of the votes cast by the stockholders of the
Corporation at the Meeting. Votes which are not cast at the
Meeting, either because of abstentions or broker non-
votes, are not considered in determining the number of votes
which have been cast for or against Proposal II. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF AUDITORS.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof by those
named in the proxies as directed by the Board of Directors.
________________________________________________________________
BENEFICIAL OWNERSHIP REPORTS
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, the Corporation's officers, directors and
persons who own more than ten percent of the Corporation's
outstanding common stock are required to file reports detailing
their ownership and changes of ownership in such common
stock, and to furnish the Corporation with copies of all such
reports. Based solely on its review of the copies of such
reports received during the past fiscal year or with respect to
the last fiscal year, the Corporation believes that during the
fiscal year ended June 30, 1997, all of its officers and
directors have complied with these reporting requirements.
There were no stockholders owning in excess of ten percent of
the Corporation's common stock.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of common stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph or
telephone without additional compensation.
The Corporation's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on September 2, 1997. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Secretary of the
Corporation. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been
incorporated herein by reference.
7
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's executive office at 300 West Water
Street, Elmira, New York 14901, no later than May 27, 1998. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as
amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 24, 1997
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1997 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, ES&L
BANCORP, INC., 300 WEST WATER STREET, ELMIRA, NEW YORK
14901.
________________________________________________________________
8
REVOCABLE PROXY
ES&L BANCORP, INC.
ELMIRA, NEW YORK
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 27, 1997
________________________________________________________________
The undersigned hereby appoints Robert E. Butler, William
A. McKenzie and Gerald F. Schichtel, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of Common Stock of ES&L Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at The Downtown Elmira Holiday Inn, One
Holiday Plaza, Elmira, New York, at 7:00 p.m., and at any and
all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
John F. Cadwallader
Adrian P. Hulsebosch
Paul Morss
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
- ------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment
of Mengel, Metzger, Barr & Co. as
auditors for the fiscal year ending
June 30, 1998. [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" each of
the listed propositions.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY AS DIRECTED BY
THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT
OF THE 1997 ANNUAL MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at
the Meeting or at any adjournment thereof and after notification
to the Secretary of the Corporation at the Meeting of the
stockholder's decision to terminate this proxy, then the power
of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Corporation
prior to the execution of this proxy of notice of the Meeting, a
proxy statement dated September 24, 1997 and an annual report.
Dated: _______________________, 1997
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
[ ] Please check here if you intend to attend the annual
meeting.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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