EXHIBIT 99.5
Finger Lakes Financial Corp.
470 Exchange Street
Geneva, New York 14456
(315) 789-3838
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On ______, 2000
Notice is hereby given that the Special Meeting of Stockholders,
("Meeting') of Finger Lakes Financial Corp. (the "Mid-Tier Holding Company")
will be held at _________________, on _______, 2000 at _____ __.m., local time.
As of the date hereof, the Mid-Tier Holding Company owns 100% of the common
stock of Savings Bank of the Finger Lakes, FSB (the "Bank") and is majority-
owned by Finger Lakes Financial Corporation, MHC (the "Mutual Holding Company").
A Proxy Statement and Proxy Card and a for the Special Meeting are
enclosed.
The Special Meeting is for the purpose of considering and acting upon:
1. A Plan of Conversion and Reorganization (the "Plan") and transactions
incident to the Plan, pursuant to which (i) the Bank will establish
Peoples Bancorp, Inc (the "Company") as a first-tier Delaware
chartered corporation subsidiary; (ii) the Company will charter an
interim federal association ("Interim"); (iii) the Mutual Holding
Company will merge with and into the Mid-Tier Holding Company, shares
of the common stock of the Mid-Tier Holding Company ("Mid-Tier Common
Stock") held by the Mutual Holding Company will be canceled and
certain depositors of the Bank will receive an interest in a
liquidation account of the Mid-Tier Holding Company in exchange for
such depositors' interest in the Mutual Holding Company; (iv) the Mid-
Tier Holding Company will convert into an interim federal savings
association which will merge with and into the Bank (the "Mid-Tier
Merger") with the Bank as the resulting entity and stockholders of the
Mid-Tier Holding Company other than the Mutual Holding Company
("Minority Stockholders") will constructively receive shares of the
Bank's common stock in exchange for their Mid-Tier Common Stock and
certain depositors will receive an interest in a liquidation account
of the Bank in exchange for such depositors' interest in the Mid-Tier
Holding Company; (v) contemporaneously with the Mid-Tier Merger,
Interim will merge with and into the Bank with the Bank as the
surviving entity (the "Bank Merger") and Minority Stockholders will
exchange the shares of the Bank's common stock that they
constructively received in the Mid-Tier Merger for the Company's
common stock pursuant to the "Exchange Ratio" as defined in the Proxy
Statement/Prospectus; and (vi) contemporaneously with the Bank Merger,
the Company will offer for sale shares of common stock in a
subscription offering; and
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 the foregoing proposal 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 _______, 2000 are the stockholders entitled to vote at the Meeting,
and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE MID-TIER HOLDING COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE
THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE MEETING.
By Order of the Board of Directors
Terry L. Hammond
Secretary
Geneva, New York
_______, 2000
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IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
of
FINGER LAKES FINANCIAL CORP.
470 Exchange Street
Geneva, New York 14456
(315) 789-3838
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SPECIAL MEETING OF STOCKHOLDERS
_______, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Finger Lakes Financial Corp. (the
"Mid-Tier Holding Company") to be used at the Special Meeting of Stockholders,
in lieu of an annual meeting, of the Mid-Tier Holding Company (the "Meeting"),
which will be held at ______________________, _________ on _________, 2000 at __
__.m., local time, and all adjournments thereof. The accompanying Notice of
Special Meeting of Stockholders and this Proxy Statement are first being mailed
to stockholders on or about _______, 2000.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Mid-Tier Holding Company will be voted in accordance with the directions
given thereon. Please sign and return you Proxy to the Mid-Tier Holding Company
in order for your vote to be counted. Where no instructions are indicated,
proxies will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Mid-Tier Holding Company, Terry L. Hammond, at the address of
the Mid-Tier Holding Company shown above, or by filing a duly executed proxy
bearing a later date. The presence at the Meeting of any stockholder who had
given a proxy shall not revoke such proxy unless the stockholder delivers his or
her ballot in person at the Meeting or delivers a written revocation to the
Secretary of the Mid-Tier Holding Company prior to the voting of such proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Mid-Tier Holding Company common stock ("Mid-Tier
Common Stock") at the close of business on _______, 2000 (the "Voting Record
Date") are entitled to one vote for each share held . As of the Voting Record
Date, there were __________ shares of Mid-Tier Common Stock issued and
outstanding, ________ of which were held by Finger Lakes Financial Corporation,
M.H.C. (the "Mutual Holding Company") and ___________ of which were held by
stockholders other than the Mutual Holding Company ("Minority Stockholders").
The presence in person or by proxy of at least a majority of the issued and
outstanding shares of Mid-Tier Common Stock entitled to vote is necessary to
constitute a quorum at the Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations and the Plan,
consummation of the Conversion (as defined herein) is conditioned upon the
approval of the Plan by the OTS and by a majority of the total votes eligible to
be cast by members of the Mutual Holding Company. In addition, the transactions
incident to the Conversion and
the Plan must be approved by at least two-thirds of the outstanding shares of
Mid-Tier Common Stock, and a majority of votes cast by stockholders other than
the Mutual Holding Company at the Meeting. With respect to the required
affirmative vote of at least two-thirds of the outstanding shares of Mid-Tier
Common Stock, abstentions and broker non-votes will have the effect of a vote
against the Plan. With respect to the required affirmative vote by a majority of
votes cast by stockholders other than the Mutual Holding Company, abstentions
and broker non-votes will be considered as shares not voted.
As of ________, 2000, the Mutual Holding Company held _________ shares or
____% of the outstanding shares of Mid-Tier Common Stock, and management
believes that all such shares will be voted to approve the Plan.
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PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
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In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Conversion. Information regarding the
Conversion and management is incorporated by reference into the Proxy Statement.
Therefore, you should carefully read the Prospectus prior to voting on the
proposal to be presented at the Meeting.
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Minority Stockholders will not have dissenters'
rights or appraisal rights in connection with the exchange of their Mid-Tier
Common Stock for shares of common stock of the Company.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described in the Proxy Statement/Prospectus.
However, if any matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The Plan sets forth the terms, conditions and provisions of the proposed
Conversion. The proposed Certificate of Incorporation and Bylaws of the Mid-Tier
Holding Company are exhibits to the Plan. The Order Form is the means by which
an order for the subscription and purchase of shares is placed. If you would
like to receive an additional copy of the Prospectus, or a copy of the Plan and
the Certificate of Incorporation and Bylaws of the Mid-Tier Holding Company, you
must request such materials in writing, addressed to the Mid-Tier Holding
Company's secretary at the address given above. Such requests must be received
by the Mid-Tier Holding Company no later than ______, 2000 Requesting such
materials does not obligate you to purchase shares. If the Mid-Tier Holding
Company does not receive your request by such date, you will not be entitled to
have such materials mailed to you.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors or regular employees of the Mid-Tier Holding
Company and/or the Bank, in person, by telephone or through other forms of
communication and, if necessary, the Special Meeting may be adjourned to a later
date. Such persons will be reimbursed by the Mid-Tier Holding Company and/or the
Bank for their reasonable out-of-pocket expenses, including, but not limited to,
de minimis telephone and postage expenses incurred in connection with such
solicitation. The Mid-Tier Holding Company and/or the Bank have not retained a
proxy solicitation firm to provide advisory services in connection with the
solicitation of proxies, although Friedman, Billings, Ramsey & Co., Inc.
("FBR"), the broker-dealers retained to assist in the marketing of Finger Lakes
Bancorp, Inc.'s Common Stock, have also agreed to assist in the proxy
solicitations. FBR will receive compensation for their services as described
herein in "The Conversion--Plan of Distribution and Selling Agent Commissions"
in the Prospectus.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
PLAN.
2
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUBSCRIPTION SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
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MISCELLANEOUS
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The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in the Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act as directed by a majority of the Board of
Directors, except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Mid-Tier Holding
Company. The Mid-Tier Holding Company 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 Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Terry L. Hammond
Secretary
Geneva, New York
_________, 2000
3
REVOCABLE PROXY
FINGER LAKES FINANCIAL CORP.
SPECIAL MEETING OF STOCKHOLDERS
______, 2000
The undersigned hereby appoints the full Board of Directors, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote at a Special Meeting of Stockholders ("Meeting") to be held at
_________________, at _____ __.m. (local time) on ______, 2000. The official
proxy committee is authorized to cast all votes to which the undersigned is
entitled as follows:
FOR AGAINST ABSTAIN
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1. Approval of a Plan of Conversion and Reorganization [_] [_] [_]
(the "Plan") and transactions incident to the Plan,
pursuant to which (i) the Bank will establish Finger
Lakes Bancorp, Inc. (the "Company") as a first-tier
Delaware chartered corporation subsidiary; (ii) the
Company will charter an interim federal association
("Interim"); (iii) Finger Lakes Financial Corporation,
MHC (the "Mutual Holding Company") will merge with
and into the Mid-Tier Holding Company, shares of the
common stock of the Mid-Tier Holding Company ("Mid-
Tier Common Stock") held by the Mutual Holding
Company will be canceled and certain depositors of the
Bank will receive an interest in a liquidation account of
the Mid-Tier Holding Company in exchange for such
depositors' interest in the Mutual Holding Company; (iv)
the Mid-Tier Holding Company will convert into an
interim federal savings association which will merge with
and into the Bank (the "Mid-Tier Merger") with the Bank
as the resulting entity and stockholders of the Mid-Tier
Holding Company other than the Mutual Holding
Company ("Minority Stockholders") will constructively
receive shares of the Bank's common stock in exchange
for their Mid-Tier Common Stock and certain depositors
will receive an interest in a liquidation account of the
Bank in exchange for such depositors' interest in the
Mid-Tier Holding Company; (v) contemporaneously
with the Mid-Tier Merger, Interim will merge with and
into the Bank with the Bank as the surviving entity (the
"Bank Merger") and Minority Stockholders will
exchange the shares of the Bank's common stock that
they constructively received in the Mid-Tier Merger for
the Company's common stock pursuant to the "Exchange
Ratio" as defined in the Proxy Statement/Prospectus; and
(vi) contemporaneously with the Bank Merger, the
Company will offer for sale shares of common stock in
a subscription offering.
The Board of Directors recommends a vote "FOR" the listed proposal.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES
AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
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 Company
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. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Special
Meeting of Stockholders, or by the filing of a later proxy statement prior to a
vote being taken on a particular proposal at the Meeting.
Dated: _________________, 2000 [_]
Check Box if You Plan
to Attend Meeting
_______________________________ _______________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_______________________________ _______________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
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