SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
_____________________________________________________________________
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
( ) Definitive proxy statement
( ) Definitive additional materials
(X) Soliciting material pursuant to Rule 14a-11 (c) or Rule
14a-12
ONBANCorp, Inc.
_____________________________________________________________________
(Name of Registrant as Specified in Its Charter)
ONBANCorp, Inc.
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
( ) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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:
[ONBANCorp letterhead]
FOR IMMEDIATE RELEASE
Issued: October 25, 1996
ANALYST CONTACT:
Robert J. Berger, Senior VP
Treasurer and CFO
315-424-4575
PRESS CONTACT:
F. Michael Stapleton
OnBank & Trust Co.
315-424-4585
ONBANCorp, Inc. announced today that its Board of
Directors has unanimously determined to commence litigation
against Seymour Holtzman. ONBANCorp's complaint, filed today
in federal district court in Syracuse, alleges, among other
things, that Holtzman has violated the federal proxy rules by
publicly disseminating materially false and misleading
information about ONBANCorp and its directors.
Robert J. Bennett, ONBANCorp's Chairman and Chief
Executive Officer, said "Our Board of Directors believes
quite strongly that Seymour Holtzman has misled the
marketplace and ONBANCorp's stockholders in order to further
his own personal agenda. The Board of Directors is not going
to stand idly by while Holtzman disseminates what the Board
believes to be materially misleading information and outright
falsehoods into the marketplace to the detriment of
ONBANCorp's stockholders."
Mr. Bennett said that ONBANCorp believes that
Holtzman's attempt to place a value on ONBANCorp was a
particularly egregious violation of the federal securities
laws. Bennett said that Holtzman's purported valuation was
remarkable for its superficiality and was stunningly
simplistic. Bennett said "Our Board of Directors
continually reviews ONBANCorp's strategic alternatives,
including merger and sale scenarios, with the assistance of
its independent financial advisors. These periodic reviews
include the analysis of an enormous amount of financial
information and involve the use of a variety of sophisticated
valuation techniques and methodologies. It is obvious that
Holtzman's purported valuation of ONBANCorp was not intended
to inform or educate shareholders, but rather was designed
merely to further Holtzman's personal agenda to agitate for
the quick sale of the company."
Mr. Bennett reiterated the previously expressed
view of ONBANCorp's Board of Directors to the effect that the
Board was committed to maximizing value for all shareholders
and remains open to and will consider carefully all options
to enhance shareholder value.
ONBANCorp, Inc. is a $5.4 billion assets multi-bank
holding company headquartered in Syracuse, New York and
operates three wholly owned subsidiaries: OnBank & Trust Co.
and OnBank in New York, and Franklin First Savings Bank in
Wilkes-Barre, PA. Bank subsidiaries provide trust and
investment services. Mutual funds and annuities are also
available through Liberty Securities Corporation.
Certain Additional Information: D.F. King & Co.,
Inc. and Morrow & Co., Inc. may be soliciting proxies to
elect directors at its 1997 Annual Meeting of Stockholders.
ONBANCorp, Inc. and the following individuals are deemed
participants in such solicitations of proxies: William F.
Allyn (Director), Chester D. Amond (Director), Peter J.
O'Donnell (Director), Russell A. King (Director), J. Kemper
Matt (Director), Robert J. Bennett (Chairman, President and
Chief Executive Officer), William J. Donlon (Director), Henry
G. Lavarnway, Jr. (Director), T. David Stapleton, Jr.
(Director), William J. Umphred, Sr. (Director), John D.
Marsellus (Director), Peter J. Meier (Director), Thomas H.
van Arsdale (Director), John L. Vensel (Director), Joseph N.
Walsh, Jr. (Director), Robert J. Berger (Senior Vice
President, Treasurer and Chief Financial Officer), David M.
Dembowski (Senior Vice President and Secretary), Howard W.
Sharp (Executive Vice President), Thomas F. Ferguson (Senior
Vice President OnBank & Trust Co.), William M. Le Beau
(Senior Vice President), Peter L. Meyers (Vice Chairman of
OnBank & Trust Co.), Randy J. Wiley (Vice President of
Investments and Funds Management of OnBank & Trust Co.),
Lance D. Mattingly (Senior Vice President Systems and
Operations of OnBank & Trust Co.), Joseph W. Balz
(Trustee), Elmo M. Clemento (Trustee),
Elmer J. Klimackak (Trustee), Carl J. Schmitt, Jr.
(Trustee), Henry W. Schultz (Trustee), Robert S. Tippett
(Trustee), Richard F. Mebane (Executive Vice President &
Chief Operating Officer Franklin First Savings Bank),
Michael W. Duricko (Senior Vice President/Trust Franklin
First Savings Bank), Michael J. Johnson (Senior Vice
President/Special Assets Franklin First Savings Bank),
Walter F. Marino (Senior Vice President/Branch Adminis-
tration Franklin First Savings Bank), Richard C. McGee
(Senior Vice President/Commercial Lending Franklin First
Savings Bank), Mark T. Mitchell (Senior Vice Presi-
dent/Residential Lending Franklin First Savings Bank),
Allan A. Muto (Senior Vice President and Chief Financial
Officer Franklin First Savings Bank), Joann M. Synder
(Senior Vice President/Compliance First Financial Savings
Bank), Joseph G. Ward (Senior Vice President/Consumer
Lending Franklin First Savings Bank), and Robert G.
Edgerton, Jr. (Vice President/Commercial Lending).
As of October 21, 1996 William F. Allyn was the
beneficial owner of 5,500 shares of the Company's common
stock; Chester D. Amond was the beneficial owner of 7,790
shares of the Company's common stock; Robert J. Bennett was
the beneficial owner of 206,824 shares of the Company's
common stock; William J. Donlon was the beneficial owner of
5,562 shares of the Company's common stock; Russell A. King
was the beneficial owner of 22,191 shares of the Company's
common stock; Henry G. Lavarnway, Jr. was the beneficial
owner of 11,440 shares of the Company's common stock; John D.
Marsellus was the beneficial owner of 6,464 shares of the
Company's common stock; J. Kemper Matt was the beneficial
owner of 3,000 shares of the Company's common stock; Peter J.
Meier was the beneficial owner of 4,175 shares of the
Company's common stock; Peter O'Donnell was the beneficial
owner of 4,975 shares of the Company's common stock; T. David
Stapleton was the beneficial owner of 4,167 shares of the
Company's common stock; William J. Umphred, Sr. was the
beneficial owner of 44,023 shares of the Company's common
stock; Thomas H. van Arsdale was the beneficial owner of
89,565 shares of the Company's common stock; John L. Vensel
was the beneficial owner of 6,000 shares of the Company's
common stock; Joseph N. Walsh, Jr. was the beneficial owner
of 3,719 shares of the Company's common stock; David M.
Dembowski was the beneficial owner of 55,908 shares of the
Company's common stock; Robert J. Berger was the beneficial
owner of 44,146 shares of the Company's common stock; Howard
W. Sharp was the beneficial owner of 26,316 shares of the
Company's common stock; Thomas F. Ferguson was the beneficial
owner of 1,400 shares of the Company's common stock; William
M. Le Beau was the beneficial owner of 25,607 shares of the
Company's common stock; Peter L. Meyers was the beneficial
owner of 2,074 shares of the Company's common stock; Randy J.
Wiley was the beneficial owner of 20,566 shares of the
Company's common stock; Lance D. Mattingly was the
beneficial owner of 2,294 shares of the Company's common
stock; Joseph W. Balz was the beneficial owner of 5,551 shares
of the Company's common stock; Elmo M. Clemento was the
beneficial owner of 19,653 shares of the Company's common
stock; Elmer J. Klimackak was the beneficial owner of
51,640 shares of the Company's common stock; Carl J.
Schmitt, Jr. was the beneficial owner of 10,015 shares of
the Company's common stock; Henry W. Schultz was the
beneficial owner of 9,826 shares of the Company's common
stock; Robert S. Tippett was the beneficial owner of
14,921 shares of the Company's common stock; Richard F.
Mebane was the beneficial owner of 19,100 shares of the
Company's common stock; Michael W. Duricko was the bene-
ficial owner of 300 shares of the Company's common stock;
Michael J. Johnson was the beneficial owner of 5,223
shares of the Company's common stock; Walter F. Marino
was the beneficial owner of 750 shares of the Company's
common stock; Richard C. McGee was the beneficial owner
of 4,450 shares of the Company's common stock; Mark T.
Mitchell was the beneficial owner of 3,000 shares of the
Company's common stock; Allan A. Muto was the beneficial
owner of 1,440 shares of the Company's common stock;
Joann M. Synder was the beneficial owner of 1,000 shares
of the Company's common stock; Joseph G. Ward was the
beneficial owner of 2,000 shares of the Company's common
stock; and Robert G. Edgerton, Jr. was the beneficial
owner of 3,205 shares of the Company's common stock.