SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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)
- ----------------------------------------------------------------
(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, 1999
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 25, 1999 at 7:00 p.m.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to
exercise your rights as a stockholder to vote and participate in
this process. 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., 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 25, 1999
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of ES&L Bancorp, Inc.
("Corporation"), the holding company of Elmira Savings & Loan,
F.A., will be held at The Downtown Elmira Holiday Inn, One
Holiday Plaza, Elmira, New York, on Monday, October 25, 1999 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, 2000;
3. The amendment of the Corporation's Certificate
of Incorporation to provide for the reduction
in the number of common and preferred shares
authorized to be issued by the Corporation;
and
4. 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 pro-
posals 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 1, 1999 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, 1999
________________________________________________________________
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 25, 1999
________________________________________________________________
________________________________________________________________
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 & 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 25, 1999 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, 1999.
________________________________________________________________
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 1, 1999, are entitled to one vote for each share then
held. As of September 1, 1999, the Corporation had 830,595
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, as amended (the "Exchange Act"). Based upon such
reports, the following table sets forth, as of September 1,
1999, 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 1,
1999.
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, New York 14901 72,849 (1) 8.77%
Jack H. Mikkelsen
8 Longmeadow Drive
Elmira, New York 14905 41,845 5.04%
William A. McKenzie, President
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, New York 14901 35,407 (2)(3) 4.26%
J. Michael Ervin
Senior Vice President and
Treasurer
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, New York 14901 38,592 (2)(3) 4.65%
Vincent R. Valicenti
Valicenti Advisory
Services, Inc.
400 East Water Street
Elmira, New York 14901 58,714 (4) 7.07%
All Executive Officers and
Directors as a Group
(16 persons) 303,910 (3)(5) 36.44%
<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) 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 the executive
officer or director may be deemed to exercise sole
or shared voting and investment power.
(4) 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. Included
are 4,500 shares which are owned individually by Mr.
Valicenti, while the remaining shares beneficially owned by
Valicenti Advisory Services, Inc. are owned by investment
advisory clients of that firm.
(5) Includes currently exercisable options to purchase 3,399
shares, as adjusted, of the Corporation's common stock held
by one director 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>
2
_______________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_______________________________________________________________
The Corporation's Board of Directors is currently composed
of nine members. Mr. Jack Mikkelsen will retire from the Board
immediately following the Meeting. The Board does not plan to
appoint a replacement for him at this time. 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 has nominated Gerald F. Schichtel, Robert E. Butler
and William A. McKenzie, all of whom are currently members of
the Board, to serve as directors for a three-year period.
Directors must 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 the other directors.
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 1, 1999. 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, 1999 TO EXPIRE SEPTEMBER 1, 1999(1) OF CLASS(2)
---- ------------- --------- -------------------- -----------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
Gerald F. Schichtel 59 1999 13,829 1.66%
Robert E. Butler 67 1999 15,235 1.83%
William A. McKenzie 48 1999 35,407 (2) 4.26%
CONTINUING AND OTHER DIRECTORS
John F. Cadwallader 58 2000 20,859 2.51%
Adrian P. Hulsebosch 70 2000 30,595 3.68%
Paul Morss 68 2000 13,830 1.66%
L. Edward Considine 67 2001 6,911 0.83%
Frederick J. Molter 63 2001 30,594 (3) 3.67%
Jack H. Mikkelsen 75 1999 41,845 (4) 5.04%
<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) Includes 20,617 shares, as adjusted, held by the Incentive Savings Plan
over which Mr. McKenzie has shared voting power.
(3) In the case of Director Molter who owns exercisable options as of
September 1, 1999, percent of class is based upon the number of shares of
common stock presumed to be outstanding if these options had been
exercised. Includes 3,399 shares,
3
as adjusted, which may be purchased pursuant to the exercise of stock options
under the Corporation's 1990 Stock Option Plan.
(4) As indicated above, Mr. Mikkelsen will retire from the Board immediately
following the Meeting.
</FN>
The principal occupation of each director of the
Corporation for the last five years is set forth below.
GERALD F. SCHICHTEL has been a director of the Bank since
1990 and retired in 1998 as President of Hilliard Corp., a
manufacturing company located in Elmira. He had been with that
company since 1970 and became President in 1983. Mr. Schichtel
is a certified manufacturing engineer with the Society of
Manufacturing Engineers. Presently, he is privately employed
performing manufacturing/engineering consulting services.
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 is the former owner of H. H. Equipment, Inc., a
tractor dealership in Elmira.
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.
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. Mr. Cadwallader also is
the President of Autoglass Insurance Company, which was licensed
by the State of New York in 1998.
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. He is a director of Tanglewood
Nature Center and Museum and Fur Fin & Feather Sportsman Club.
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.
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.
FREDERICK J. MOLTER has been a director of the Bank since
1974. Mr. Molter has been a consulting engineer for over thirty
years. He was the former Branch Manager of the Elmira Office of
the Sear Brown Group, an engineering consulting group located in
Rochester, New York. Mr. Molter presently is a Senior
Consultant at Sear Brown. Mr. Molter serves on the YWCA
Advisory Board and is a member of the Elmira Rotary Club.
4
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. Mr. Mikkelsen will
retire from the Board immediately following the Meeting.
________________________________________________________________
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, 1999, the
Corporation's Board of Directors held 7 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 1999.
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 1999.
The Board of Directors of the Corporation has established
a compensation/personnel committee. This committee met twice
during the 1999 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 1999.
ANNUAL COMPENSATION
NAME AND FISCAL ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ------ ------ ----- ---------------
William A. McKenzie 1999 $ 153,750 $138,513 $10,163
President 1998 138,750 116,624 10,203
1997 124,667 94,070 9,364
J. Michael Ervin 1999 $ 92,125 $ 66,048 $ 9,490
Senior Vice President 1998 87,333 57,450 8,687
and Treasurer 1997 79,666 49,005 7,720
<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 $155,000 and $92,500, 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, 1999,
would be $155,000 and $ 46,250, 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, 1999, members of
the Board of the Bank who are not employees received fees of
$15,500 per year, payable semi-annually. Beginning July 1,
1999, these fees increased to $16,500 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,
Brilie 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, 1999. 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 2000 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 III. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF AUDITORS.
________________________________________________________________
PROPOSAL III -- AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO PROVIDE FOR A REDUCTION IN THE NUMBER OF AUTHORIZED
COMMON AND PREFERRED SHARES
________________________________________________________________
GENERAL
Stockholders are also being asked to consider and vote upon
a proposal to amend the Corporation's Certificate of
Incorporation to provide for a reduction in the number of
authorized shares of the Corporation's common stock from
3,000,000 to 1,667,988 and in the number of shares of the
Corporation's serial preferred stock, $.01 par value, from
500,000 to 280,000. The reduction in authorized shares will be
effected by an amendment to Article VII of the Corporation's
Certificate of Incorporation, the first sentence of which will
be revised to read as follows:
"The aggregate number of shares of all classes of capital
stock which the Corporation has authority to issue is
1,947,988 of which 1,667,988 are to be shares of common
stock, $.01 par value per share, and of which 280,000 are
to be shares of serial preferred stock, $.01 par value
per share."
The amendment to the Certificate of Incorporation and the
reduction in authorized shares will become effective upon the
filing of a certificate of amendment with the Secretary of
State of Delaware.
REASONS FOR THE PROPOSAL TO REDUCE AUTHORIZED SHARES
Reducing the number of authorized shares will reduce the
franchise tax to be paid in the future by the Corporation to the
State of Delaware, where the Corporation is incorporated.
Management estimates that if the proposed reduction is approved
by the shareholders and the amendment to the Certificate of
Incorporation is effective, the Corporation's annual franchise
tax will be reduced from approximately $17,600 to approximately
$9,780.
The Board of Directors of the Corporation believes that
1,667,988 shares of common stock and 280,000 shares of serial
preferred stock will be sufficient to satisfy the Corporation's
current and projected needs for the issuance of shares of stock.
The proposed reduction in the number of authorized shares was
reached by doubling the number of shares of common stock
currently outstanding (833,994, including shares underlying
exercisable stock options) and then reducing the number of
authorized preferred shares by roughly the same proportion as
the common stock. The number of authorized shares will still
fulfill the share reservation requirements under the
Corporation's Shareholder Rights Agreement and will continue to
permit the exercise in full of all outstanding stock options.
If more shares are needed in the future, the Board will seek
shareholder approval to amend the Certificate of Incorporation
to increase the number of shares authorized.
VOTE NEEDED FOR APPROVAL
The proposed reduction in authorized shares and the related
amendment to the Corporation's Certificate of Incorporation must
be approved by the holders of at least a majority of the
outstanding shares of the Corporation's common stock.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO REDUCE THE
NUMBER OF AUTHORIZED SHARES OF COMMON AND PREFERRED STOCK.
7
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, 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,
1999, 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.
________________________________________________________________
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.
________________________________________________________________
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 1, 1999. 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.
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STOCKHOLDER PROPOSALS
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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 26, 2000. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
8
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Secretary of the Corporation at the address given in the
preceding paragraph not less than thirty days nor more than
sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not
later than the close of business on the tenth day following the
day on which notice of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 24, 1999
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FORM 10-K
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A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1999 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.
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REVOCABLE PROXY
ES&L BANCORP, INC.
ELMIRA, NEW YORK
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ANNUAL MEETING OF STOCKHOLDERS
October 25, 1999
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The undersigned hereby appoints L. Edward Considine, Jack
H. Mikkelsen and Frederick J. Molter, 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
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1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Gerald F. Schichtel
Robert E. Butler
William A. McKenzie
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
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FOR AGAINST ABSTAIN
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2. The ratification of the appointment
of Mengel, Metzger, Barr & Co. LLP
as auditors for the fiscal year ending
June 30, 2000. [ ] [ ] [ ]
3. The amendment of the Corporation's
Certificate of Incorporation to provide
for a reduction in the number of common
and preferred shares authorized to be
issued by the Corporation. [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" each of
the listed propositions.
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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 1999 ANNUAL MEETING.
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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 a Notice of the Meeting,
a Proxy Statement dated September 24, 1999 and an Annual Report
to Stockholders.
Dated: ______________________, 1999
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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.
Corporation proxies should be signed in corporate name by an
authorized officer. If shares are held jointly, each holder
should sign.
[ ] Please check here if you intend to attend the Meeting.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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