EXHIBIT 99.2
[LETTERHEAD OF PENNCORE FINANCIAL SERVICES CORPORATION]
Dear Shareholder:
Enclosed are the following:
1. a Proxy Statement/Prospectus (including Penncore's year-end financial
statements;
2. a copy of ML Bancorp, Inc.'s most recent Form 10-Q dated 12/31/96;
3. a form of Proxy;
4. a Form of Election; and
5. a stamped self-addressed envelope to return to us.
The Annual Meeting of Shareholders of Penncore Financial Services
Corporation will be held at 9:00 a.m. (local time) on _______________, 1997, at
the main office of Commonwealth State Bank, 3 Friends Lane, Newtown,
Pennsylvania 18940. In addition to electing a Class A director and ratify the
selection of the independent auditors, you will be asked to consider and approve
an Agreement and Plan of Merger (the "Merger Agreement") under which Penncore
Financial Services Corporation ("Penncore") would be merged with and into ML
Bancorp, Inc. ("Bancorp"). Bancorp is an unitary savings and loan holding
company headquartered in Villanova, Pennsylvania. Bancorp's principal subsidiary
is Main Line Bank. After the merger is completed, Commonwealth State Bank will
become an operating division of Main Line Bank and some of the directors of
Commonwealth State Bank will join me on an Advisory Board of Bancorp to serve
the Montgomery and Bucks Counties, Pennsylvania and Mercer County, New Jersey
markets.
At Effective Time of the Merger, I will become a member of the Boards of
Directors of Bancorp and Main Line Bank.
Your Board of Directors, after careful consideration, has unanimously
approved the Merger Agreement and believes that the merger is in the best
interests of Penncore and its shareholders. Accordingly, your Board of Directors
unanimously recommends that you vote FOR the Merger Agreement.
IN ORDER TO COMPLETE THE SALE OF PENNCORE TO BANCORP, IT IS NECESSARY THAT
75% OF THE OUTSTANDING SHARES OF PENNCORE VOTE IN FAVOR OF THE MERGER AGREEMENT.
MANY OF YOU HAVE STOCK IN STREET NAME SO THAT THIS MATERIAL IS BEING MAILED TO
THE INSTITUTION OR BROKERAGE FIRM WITH WHICH YOUR STOCK IS REGISTERED.
IT IS IMPERATIVE THAT YOU CONTACT THE APPROPRIATE ORGANIZATION IMMEDIATELY
IF YOU HAVE YOUR STOCK REGISTERED IN STREET NAME IN ORDER THAT THE PROXY AND
FORM OF ELECTION IS DELIVERED TO YOU FOR PROPER EXECUTION AND RETURNED TO ME.
The Form of Election will ask you to indicate whether or not you wish to:
(i) elect to receive $36.56 in cash in exchange for each Penncore share held (a
"Cash Election"); or (ii) elect to receive 2.5 shares of Bancorp Common Stock
(subject to adjustment) in exchange for each Penncore share held (a "Stock
Election"); or (iii) indicate that you have no preference as to the receipt of
cash or Bancorp Common Stock in exchange for each Penncore share held (a
"Non-Election"). Please note that failure to complete the Form of Election will
be considered as a "Non-Election". You should complete and return the enclosed
Form of Election in accordance with the instructions accompanying the Form of
Election which need to be carefully read and strictly complied with. All Forms
of Election must be received by Penncore no later than 9:00 a.m. (local time) on
___________________, 1997.
No more than 49% nor less than 30% of the outstanding shares of Penncore
shall be exchanged for cash. If the Cash Elections or the Stock Elections, as
the case may be, exceed those limitations, then the affected elections will be
subject to an allocation procedure which means a shareholder will receive a mix
of cash and Bancorp shares.
Furthermore, if the "average price" (as defined in the Merger Agreement) of
Bancorp shares exceeds $16.75, then the exchange ratio of 2.5 shares of Bancorp
for one share of Penncore will decrease. Conversely, if the "average price" of
shares of Bancorp is less than $12.50, then Bancorp must increase such exchange
ratio. If Bancorp decides not to increase the exchange ratio on the latter
event, then Penncore's directors can terminate this transaction even though the
required vote of Penncore shares was cast at the Annual Meeting.
On ___________________, 1997, the last sale price for Bancorp Common Stock
as reported on the NASDAQ Stock Market was $____________ per share.
The attached Proxy Statement/Prospectus describes the material features of
the proposed merger, including the details of the exchange of Penncore Common
Stock for Bancorp Common Stock and certain other information about the parties
to the transaction. I urge all of our shareholders to read it closely. If you
have any questions, please do not hesitate to call me.
The attached Proxy Statement/Prospectus describes the material features of
the proposed merger, including the details of the exchange of Penncore Common
Stock for Bancorp Common Stock and certain other information about the parties
to the transaction. In addition, for your convenience, ML Bancorp, Inc. has
furnished to you a copy of its most recently publicly available public financial
statements on Form 10-Q dated December 31, 1996, which were filed with the
Securities and Exchange Commission. It should be noted that ML Bancorp, Inc.
does not routinely furnish this document to its shareholders except upon a
specific request. I urge all of our shareholders to read these documents
closely. If you have any questions, please do not hesitate to call me.
Furthermore, many of the other documents pertaining to Bancorp, such as its
SEC filings, are incorporated by reference into the Proxy Statement/Prospectus.
Moreover, documents such as the Peat Marwick tax opinion letter were filed with
the SEC, but not included in the Proxy Statement/Prospectus. If you would like
to review copies of these documents, contact Bancorp's Shareholder Relations
office at (610) 526-6482.
Whether or not you are planning to attend the Annual Meeting, it is
important that your shares be represented. Please complete, sign and date the
enclosed Proxy and mail it and the Form of Election promptly in the return
envelope provided. Returning the enclosed Proxy does not prejudice your right to
vote your shares in person at the Annual Meeting if you choose to do so.
Sincerely,
Owen O. Freeman, Jr.
Chairman
____________________, 1997
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED PROXY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. PLEASE DO
NOT SEND IN ANY PENNCORE CERTIFICATES AT THIS TIME.
IN LIEU OF OUR USUAL ANNUAL REPORT FORMAT, A COPY OF THE CONSOLIDATED
FINANCIAL STATEMENTS FOR PENNCORE FINANCIAL SERVICES CORPORATION AND ITS
SUBSIDIARY, COMMONWEALTH STATE BANK FOR THE YEARS ENDED DECEMBER 31, 1996 AND
1995, WITH INDEPENDENT AUDITOR'S REPORT THEREON, IS CONTAINED IN THIS PACKAGE.
ALL OTHER INFORMATION WHICH WE WOULD NORMALLY INCLUDE IN AN ANNUAL REPORT
IS INCLUDED IN THE PROXY STATEMENT/PROSPECTUS TOGETHER WITH EXHIBITS.