July 2, 1999
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of Landmark
Financial Corp. (the "Company"). The Annual Meeting will be held at the Fort
Rensselaer Club, 4 Moyer Street, Canajoharie, New York 13317, at 10:30 a.m.,
local time, on July 29, 1999.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to respond to any
questions that shareholders may have.
The Annual Meeting is being held so that stockholders may consider the election
of directors and the ratification of the appointment of Harvazinski & Montanye,
LLP as the Company's auditors for fiscal year 2000.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and its
shareholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
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. 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. Your
vote is important, regardless of the number of shares that you own.
Sincerely,
/s/ Gordon E. Coleman
Gordon E. Coleman
President and Chief Executive Officer
<PAGE>
Landmark Financial Corp.
211 Erie Boulevard
Canajoharie, New York 13317
(518) 673-2012
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 29, 1999
Notice is hereby given that the Annual Meeting of Landmark Financial
Corp. (the "Company") will be held at the Fort Rensselaer Club, 4 Moyer Street,
Canajoharie, New York 13317, on July 29, 1999 at 10:30 a.m., local time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. Election of five Directors to the Board of Directors;
2. The ratification of the appointment of Havarzinski & Montanye
LLP as auditors for the Company for the fiscal year ending
March 31, 2000; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual
Meeting on the date specified above, or on any date or dates to which the Annual
Meeting may be adjourned. Shareholders of record at the close of business on
June 25, 1999, are the shareholders entitled to vote at the Annual Meeting, and
any adjournments thereof.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL 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 SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER 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 ANNUAL MEETING.
By Order of the Board of Directors
/s/ Carl J. Rockefeller
Carl J. Rockefeller
Secretary
July 2, 1999
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
Landmark Financial Corp.
211 Erie Boulevard
Canajoharie, New York 13317
(518) 673-2012
ANNUAL MEETING OF SHAREHOLDERS
July 29, 1999
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Landmark Financial Corp. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), which will be held at the Fort Rensselaer Club, 4 Moyer
Street, Canajoharie, New York 13317, on July 29, 1999, at 10:30 a.m., local
time, and all adjournments of the Annual Meeting. The accompanying Notice of
Annual Meeting of Shareholders and this Proxy Statement are first being mailed
to shareholders on or about July 2, 1999.
- --------------------------------------------------------------------------------
REVOCATION OF PROXIES
- --------------------------------------------------------------------------------
Shareholders 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 Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above. The presence at the Annual
Meeting of any shareholder who had returned a proxy shall not revoke such proxy
unless the shareholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
- --------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
Holders of record of the Company's common stock, par value $0.10 per
share (the "Common Stock") as of the close of business on June 25, 1999 (the
"Record Date") are entitled to one vote for each share then held. As of the
Record Date, the Company had 154,508 shares of Common Stock issued and
outstanding. The presence in person or by proxy of a majority of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which the authority to vote
for the nominees being proposed is withheld. The affirmative vote of holders of
a majority of the total votes present at the Annual Meeting in person or by
proxy is required for the ratification of Havarzinski & Montanye LLP as the
Company's auditors for the fiscal year ended March 31, 2000. Abstentions and
broker non-votes will be counted for purposes of determining that a quorum is
present, but will not be counted as votes in favor of Proposal II.
<PAGE>
Persons and groups who beneficially own in excess of five percent of
the Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors individually, by executive officers individually, by executive
officers and Directors as a group and by each person who was the beneficial
owner of more than five percent of the Company's outstanding shares of Common
Stock.
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership Outstanding
------------------- ------------------ -------------------
Directors and Officers (1):
<S> <C> <C>
Frederick W. Lee 3,500 2.27%
Edward R. Jacksland 1,500 .97%
Gordon E. Coleman 3,754 2.43%
John R. Francisco 6,000 3.88%
F. Richard Ferraro 200 .13%
Federick P. LaCoppola 500 .33%
Carl J. Rockefeller 500 .33%
Leila N. Salmon 100 .07%
Patricia A. Symolon 500 .33%
Paul Hofmann 1,500 .97%
H. Stuart Larson 500 .33%
--------- --------
All Directors and Executive Officers 18,554 12.01%
========= ========
as a Group (11 persons)
Landmark Community Bank 12,160 8.00%
Employee Stock Ownership Plan
211 Erie Boulevard
Canajoharie, New York 13126
- -----------------
(1) The address of all named persons is 211 Erie Boulevard, Canajoharie, New York.
</TABLE>
- --------------------------------------------------------------------------------
PROPOSAL I--ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of nine members.
The Company's bylaws provide that approximately one-third of the Directors are
to be elected annually. Directors of the Company are generally elected to serve
for a three-year period or until their respective successors shall have been
elected and shall qualify. Three Directors will be elected at the Annual Meeting
to serve for a three-year period and, one director for a one year term and one
director for a two year term until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated to serve as
Directors, F. Richard Ferraro, Patricia A. Symolon and Edward R. Jacksland, each
to serve for a three-year term; Leila N. Salmon to serve for a two-year term and
Frederick W. Lee to serve for a one-year term.
2
<PAGE>
The following table sets forth certain information regarding the
directors of the Company:
<TABLE>
<CAPTION>
Current
Director Term
Name Position(s) Held with the Company Age(1) Since Expires
- ---- --------------------------------- -------- ---------- ---------
NOMINEES
<S> <C> <C> <C> <C>
Leila N. Salmon Director 69 1999 1999
F. Richard Ferraro Director 74 1972 1999
Edward R. Jacksland Director 46 1999 1999
Patricia A. Symolon Director 64 1994 1999
Frederick W. Lee Director 63 1999 1999
OTHER BOARD MEMBERS
Frederick P. LaCoppola Director and Treasurer 56 1986 2000
Carl J. Rockefeller Director 47 1994 2000
John R. Francisco Chairman of the Board 48 1981 2001
Gordon E. Coleman President, Chief Executive Officer 44 1997 2001
and Director
</TABLE>
- ---------------------------
(1) At March 31, 1999.
The business experience of each director is set forth below. All directors
have held their present position for at least the past five years, except as
otherwise indicated.
John R. Francisco is the Chairman of the Board of the Company. Mr.
Francisco is a retired attorney and a private investor.
Gordon E. Coleman is the President and Chief Executive Officer of the
Company. Prior to joining the Bank in 1996, Mr. Coleman was the Agricultural
Loan Officer for Central National Bank from 1993 until 1996. Prior to that time
Mr. Coleman was an Assistant Vice President of Citizens National Bank of Malone.
Leila N. Salmon is a consultant for not-for-profit organizations in the
area of mental health administration.
F. Richard Ferraro is a Leasing Manger for R. Brown & Sons, Inc., an
automobile dealership.
Frederick P. LaCoppola is the Bank's Treasurer. Mr. LaCoppola is retired.
Mr. LaCoppola was a District Agent for Prudential Insurance Corp.
Carl J. Rockefeller serves as the business manager of the Fort Plain
Central School in Ft. Plain, New York. Mr. Rockefeller is also bookkeeper for
the town of Minden.
3
<PAGE>
Patricia A. Symolon is retired. Until her retirement in 1996, she was the
former Chief Executive Officer of Canajoharie Buildings Savings and Loan
Association.
Edward R. Jacksland is the President and Manager of The Hearn Agency, Inc.
an insurance brokerage.
Frederick W. Lee is the President and Chairman of the Board of Lee
Publications, Inc., a publisher and printer.
There are two executive officers of the Company that are not also directors
of the Company, H. Stuart Larson and Paul S. Hofmann.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the Securities and
Exchange Commission (the "SEC") pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"). The officers and directors of the
Company and beneficial owners of greater than 10% of the Company's Common Stock
("10% beneficial owners") are required to file reports on Forms 3,4 and 5 with
the SEC disclosing beneficial ownership and changes in beneficial ownership of
the Common Stock. SEC rules require disclosure in the Company's Proxy Statement
or Annual Report on Form 10-KSB of the failure of an officer, director or 10%
beneficial owner of the Company's Common Stock to file a Form 3, 4, or 5 on a
timely basis. All of the Company's officers and directors filed these reports on
a timely basis.
Meetings of the Board of Directors and Committees of the Bank
The Board of Directors met 12 times during the year ended March 31, 1999.
During fiscal 1999, no director of the Company attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
The Compensation Committee, composed of the entire Board of Directors,
meets annually to review the compensation for employees of the Company and the
Bank. This committee met once during the year ended March 31, 1999.
The Audit Committee reviews (i) the independent auditors' reports and
results of their examination, (ii) the internal audit function, which is under
the control of and reports directly to the Audit Committee, and (iii) the
examination reports of the OTS and the FDIC and other regulatory reports. The
Audit Committee met 4 times during the year ended March 31, 1999.
The Nominating Committee, composed of the entire Board of Directors,
nominates directors to serve on the Board. This Committee met once during the
year ended March 31, 1999.
4
<PAGE>
Directors' Compensation
Each non-employee Director receives a meeting fee of $200 for each
Board meeting attended except the Chairman who receives $600 and the Vice
Chairman who receives $300. Employee directors do not receive monthly meeting
fees. The Company and the Bank paid a total of $24,300 in Director fees during
the year ending March 31, 1999.
Executive Compensation
The following table sets forth for the years ended March 31, 1998 and
1999, certain information as to the total remuneration paid by the Company to
Mr. Coleman, the Company's chief executive officer. No other officer of the
Company received cash compensation exceeding $100,000 in 1999
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
==========================================================================================================================
Long-Term
Annual Compensation Compensation Awards
Fiscal Other Restricted
Years Annual Stock Options/ All Other
Name and Ended Salary Bonus Compensation Award(s) SARs Compensation
Principal Position (1) March 31, ($) ($) ($)(2) ($) (#) Payouts ($)(3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gordon E. Coleman 1999 $63,300 $ 250 $24,204 -- 3,800 -- --
President and Chief 1998 54,600 4,400 1,940 -- -- -- --
Executive Officer 1997 45,000 3,600 -- -- -- -- --
==========================================================================================================================
</TABLE>
(1) No other executive officer received salary and bonuses that in the
aggregate exceeded $100,000.
(2) Includes 1,520 shares allocated to Mr. Coleman under the Landmark Financial
Corp. 1998 Recognition and Retention Plan.
(3) The aggregate amount of such benefits did not exceed the lesser of $50,000
or 10% of cash compensation for the named individuals.
Benefits
Employee Stock Ownership Plan and Trust. The Company has established an
Employee Stock Ownership Plan and Related Trust ("ESOP") for eligible employees.
The ESOP is a tax-qualified plan subject to the requirements of ERISA and the
Code. Employees with a 12-month period of employment with the Company during
which they worked at least 1,000 hours and who have attained age 21 are eligible
to participate. The ESOP has borrowed funds and has purchased 12,160 shares. The
Common Stock purchased by the ESOP serves as collateral for the loan. The loan
will be repaid principally from the Company's contributions to the ESOP over a
period of up to 15 years. The interest rate for the loan is the prime rate.
Shares purchased by the ESOP will be held in a suspense account for allocation
among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account in
an amount proportional to the repayment of the ESOP loan will be allocated among
participants on the basis of compensation in the year of allocation, up to an
annual adjusted maximum level of compensation. Benefits generally become vested
after five years of credited service. Forfeitures will be reallocated among
remaining participating employees in the same proportion as contributions.
Benefits may be payable upon death, retirement, early retirement, disability or
separation from service. The Company's contributions to the ESOP will not be
fixed, so benefits payable under the ESOP cannot be estimated.
In connection with the establishment of the ESOP, a committee consisting of
all nonemployee Directors was selected by the Company to administer the ESOP and
the Company's other stock benefit plans (the "Stock Benefits Committee"). An
unrelated corporate trustee for the ESOP initially was appointed. The Stock
Benefits Committee
5
<PAGE>
may instruct the trustee regarding investment of funds contributed to the ESOP.
The ESOP trustee generally will vote all shares of Common Stock held under the
ESOP in accordance with the written instructions of the Stock Benefits
Committee. In certain circumstances, however, the ESOP trustee must vote all
allocated shares held in the ESOP in accordance with the instructions of the
participating employees, and unallocated shares and shares held in the suspense
account in a manner calculated to most accurately reflect the instructions the
ESOP trustee has received from participants regarding the allocated stock,
subject to and in accordance with the fiduciary duties under ERISA owed by the
ESOP trustee to the ESOP participants. Under ERISA, the Secretary of Labor is
authorized to bring an action against the ESOP trustee for the failure of the
ESOP trustee to comply with its fiduciary responsibilities.
Stock Option Plan
The Company adopted the Landmark Financial Corp. 1998 Stock Option Plan
(the "Option Plan"), which provides for discretionary awards to officers,
directors and key employees with a proprietary interest in the Company as an
incentive to contribute to the success of the Company and to reward key
employees for outstanding performance and attainment of targeted goals. The
grant of awards under the Option Plan is determined by the Company's
Compensation Committee (the "Committee"), the members of which are the full
Board of Directors or at least two non-employee directors. The Option Plan
authorizes the granting of incentive and non-statutory stock options for up to
15,200 shares of Common Stock (as adjusted to reflect the Stock Dividends), to
such officers and full-time employees of the Company and any subsidiaries as the
Committee may determine.
Set forth in the table that follows is information relating to options
granted under the Landmark Financial Corp. 1998 Stock Option Plan to the chief
executive officer in fiscal 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST FISCAL YEAR
==========================================================================================================================
Individual Grants
- --------------------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted
to Employees in Exercise or Base Grant Date
Name Options Granted FY 1999 Price Expiration Date Present Value
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gordon E. Coleman 3,800 100% $13.00 7/20/08 $19,760
==================== ================== =================== =================== =================== ===================
</TABLE>
Set forth in the table that follows certain information concerning
options outstanding to the chief executive officer at March 31, 1999. No options
were exercised by the chief executive officer during fiscal 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at Year-End The-Money Options at
Year-End (2)
Shares Acquired Upon
Name Exercise Value Realized(1)
Exercisable\Unexercisable Exercisable\Unexercisable
(#) ($)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gordon E. Coleman -0- -0- -0-\3,800 $-0-\$-0-
======================= ======================= ================== ========================= =========================
</TABLE>
(1) Equals to difference between the aggregate exercise price of the
options exercised and the aggregate fair market value of the shares of
common stock received upon exercise computed using the price of common
stock as quoted on the National Quotation System "Pink Sheets" at the
time of exercise.
(2) Equals the difference between the aggregate exercise price of such
options and the aggregate fair market value of the shares of common
stock that would be received upon exercise, assuming such exercise
occurred on March 31, 1999, at which date the closing price of the
common stock as quoted on the National Daily Quotation System "Pink
Sheets" was at $7.50.
6
<PAGE>
Recognition and Retention Plan
The Company adopted the Landmark Financial Corp. 1998 Recognition and
Retention Plan (the "RRP") as a method of providing certain key employees and
non-employee directors of the Company and Bank with a proprietary interest in
the Company and the Bank and to provide these individuals with an incentive to
increase the value of the Company and the Bank and contribute to its success.
The RRP is administered by the Company's Compensation Committee, the members of
which are the full Board of Directors or at least two non-employee directors.
The RRP provides for the award of 6,080 shares which will vest at a rate of 20%
per year over the five years following the date of grant.. Under the RRP, shares
of common stock have been awarded in the following amounts to the Chief
Executive Officer, Executive Group and Non-Executive Director group. Gordon E.
Coleman received an award of 1,520 shares of common stock, H. Stuart Larson
received an award of 380 shares of common stock, Directors Francisco and
Rockefeller received awards of 304 and 304. During the year ended March 31,
1999, 2,508 awards were made under the RRP.
Transactions With Certain Related Persons
All transactions between the Company and its executive officers,
directors, holders of 10% or more of the shares of its Common Stock and
affiliates thereof, are on terms no less favorable to the Company than could
have been obtained by it in arm's-length negotiations with unaffiliated persons.
Such transactions must be approved by a majority of independent outside
directors of the Company not having any interest in the transaction.
- --------------------------------------------------------------------------------
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors of the Company has approved the engagement of
Harvazinski & Montanye LLP, to be the Company's auditors for the 1999 fiscal
year, subject to the ratification of the engagement by the Company's
stockholders. At the Meeting, stockholders will consider and vote on the
ratification of the engagement of Harvazinski & Montanye LLP, for the Company's
fiscal year ending March 31, 2000. A representative of Harvazinski & Montanye
LLP, is expected to attend the Meeting to respond to appropriate questions and
to make a statement if he so desires.
In order to ratify the selection of Harvazinski & Montanye LLP, as the
auditors for the 2000 fiscal year, the proposal must receive at least a majority
of the votes cast, either in person or by proxy, in favor of such ratification.
The Board of Directors recommends a vote "FOR" the ratification of Harvazinski &
Montanye LLP, as auditors for the 2000 fiscal year.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at the Company's executive office, 211 Erie
Boulevard, Canajoharie, New York 13317, no later than March 1, 2000. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934.
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received no later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the
7
<PAGE>
stockholder, describe briefly the proposed business, the reasons for bringing
the business before the annual meeting, and any material interest of the
stockholder in the proposed business. In the case of nominations to the Board,
certain information regarding the nominee must be provided. Nothing in the
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to an annual meeting any stockholder proposal which
does not meet all of the requirements or inclusion established by the SEC in
effect at the time such proposal is received.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual 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 Annual
Meeting, as to which they shall act in accordance with their best judgment.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
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 Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED MARCH 31, 1999, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO GORDON E. COLEMAN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER, LANDMARK FINANCIAL CORP., 211 ERIE
BOULEVARD, CANAJOHARIE, NEW YORK 13317, OR CALL AT (518) 673-2012.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Carl J. Rockefeller
Carl J. Rockefeller
Secretary
Canajoharie, New York
July 2, 1999
8
<PAGE>
REVOCABLE PROXY
LANDMARK FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
July 29, 1999
The undersigned hereby appoints the official proxy committee consisting
of the 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 the Annual Meeting of
Shareholders ("Annual Meeting") to be held at the Fort Rensselaer Club, 4 Moyer
Street, Canajoharie, New York on July 29, 1999, at 10:30 a.m. local time. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
<PAGE>
VOTE
FOR WITHHELD
--- --------
(except as
marked to
the contrary
below)
1. The election as Director of the nominee listed
below for a one year term. |_| |_|
Frederick W. Lee
2. The election as Director of the nominee listed
below for a two year term. |_| |_|
Leila N. Salmon
3. The election as Directors of all nominees listed
below each to serve for a three-year term. |_| |_|
F. Richard Ferraro
Patricia A. Symolon
Edward R. Jacksland
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the line(s) below.
- ------------------------------
- ------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
4. The ratification of Harvazinski & Montanye LLP
as the Company's independent auditor for the |_| |_| |_|
fiscal year ended March 31, 2000.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS
DIRECTED BY 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 ANNUAL MEETING.
<PAGE>
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder'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
Annual Meeting of Shareholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated July 2,
1999, and audited financial statements.
Dated: _________________________ --- Check Box if You Plan
--- to Attend Annual Meeting
- ------------------------------- -----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ------------------------------- -----------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
- --------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
- --------------------------------------------------------------------------------
