SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
[GRAPHIC-LOGO]
[ADIRONDACK FINANCIAL SERVICES BANCORP, INC. LETTERHEAD]
February 12, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Adirondack
Financial Services Bancorp, Inc. (the "Company"), we cordially invite you to
attend the Annual Meeting of Stockholders of the Company (the "Meeting"). The
Meeting will be held at 4:00 p.m., New York time, on March 4, 1999, at the
office of the Company located at 52 North Main Street, Gloversville, New York
12078.
At the Meeting, stockholders are being asked to elect two directors and
to ratify the appointment of KPMG Peat Marwick LLP as the Company's independent
auditors for the fiscal year ending September 30, 1999. Stockholders are also
being asked to vote on a stockholder proposal to amend the by-laws of the
Company, as described herein.
The price of Company shares increased over 96% from April 7, 1998, at
the date of issuance, to January 29, 1999. Over the same period, the SNL
Securities Thrift Index, a well known index of thrift stock values, decreased by
over 16%. The Board of Directors believes that this outstanding stock price
performance represents a vote of confidence among investors in the Board's
efforts to enhance stockholder value. The Board asks you to give it the same
vote of confidence by voting your shares as recommended below.
Your Board of Directors unanimously recommends that you vote FOR the
election of the Board's nominees for director and FOR the ratification of the
appointment of independent auditors. Your Board of Directors also unanimously
recommends that you vote AGAINST the stockholder proposal.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/Lewis E. Kolar
-----------------
Lewis E. Kolar
President and Chief Executive Officer
<PAGE>
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
52 North Main Street
Gloversville, New York 12078
(518) 725-6331
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on March 4, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Adirondack Financial Services Bancorp, Inc. (the "Company") will
be held at the office of the Company located at 52 North Main Street,
Gloversville, New York, at 4:00 p.m., New York time, on March 4, 1999.
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 two directors of the Company;
2. the ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending
September 30, 1999;
3. a stockholder proposal that the Company's by-laws be amended to
provide that the Company's Board of Directors shall contain at least
one member who was not a director prior to April 6, 1998;
and such other matters as may properly come before the meeting, or any
adjournments or postponements thereof. Our Board of Directors is not aware of
any other business to come before the meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record as of the close of business on
January 21, 1999 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available for inspection by stockholders at the
office of the Company during the ten days prior to the Meeting as well as at the
Meeting.
You are requested to complete and sign the enclosed proxy card, which is
solicited on behalf of our Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy card will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/Richard D. Ruby
------------------
Richard D. Ruby
Chairman of the Board
Gloversville, New York
February 12, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
52 North Main Street
Gloversville, New York 12078
(518) 725-6331
ANNUAL MEETING OF STOCKHOLDERS
March 4, 1999
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Adirondack Financial Services Bancorp, Inc.
(the "Company") of proxies to be used at the Annual Meeting of Stockholders of
the Company (the "Meeting") which will be held at the office of the Company,
located at 52 North Main Street, Gloversville, New York, on March 4, 1999, at
4:00 p.m., New York time, and all adjournments or postponements of the Meeting.
The accompanying Notice of the Annual Meeting and this Proxy Statement are first
being mailed to stockholders on or about February 12, 1999. Certain of the
information provided herein relates to Gloversville Federal Savings and Loan
Association (the "Association"), a wholly owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company, (ii) the
ratification of the appointment of KPMG Peat Marwick, LLP as the Company's
independent auditors for the fiscal year ending September 30, 1999, and (iii) a
stockholder proposal that the Company's by-laws be amended to provide that the
Company's Board of Directors shall contain at least one member who was not a
director prior to April 6, 1998 (the "Stockholder Proposal").
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked will be voted at the Meeting
in accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the nominees set forth herein and
the ratification of the appointment of the independent auditors and against the
adoption of the Stockholder Proposal set forth in this Proxy Statement. The
Company does not know of any matters, other than as described in the Notice of
Annual Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting pursuant thereto will have the discretion to vote on
such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person
or represented by proxy at the Meeting and voted on the election of directors.
Votes withheld and broker non-votes will have no effect on the election of
directors. Approval of the ratification of the appointment of the Company's
independent auditors requires the affirmative vote of the majority of shares
present in person or represented by proxy at the Meeting and entitled to vote on
that matter. Proxies marked to abstain will have the same effect as votes
against the auditors proposal. Broker non-votes will have no effect on the
proposal. The Stockholder Proposal to amend the by-laws requires the affirmative
vote of the holders of at least 80% of the outstanding shares entitled to vote.
<PAGE>
Proxies marked to abstain and broker non-votes will have the same effect as
votes against the proposal. One-third of the shares of the Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Priscilla J.
Bell, Secretary, Adirondack Financial Services Bancorp, Inc., 52 North Main
Street, Gloversville, New York 12078.
1
<PAGE>
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on January 21, 1999
will be entitled to one vote for each share then held. As of that date, the
Company had 689,055 shares of Common Stock issued and outstanding. The following
table sets forth information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Common Stock and (ii) all directors and executive officers of the Company and
the Association as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned Percent
Beneficial Owner at January 21, 1999 of Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Gloversville Federal Savings and Loan Association Employee Stock 52,900(1) 7.68%
Ownership Plan.
52 North Main Street
Gloversville, NY 12078
Colvin G. Ryan(2) 63,780 9.26
724 Fleming Farm Road
The Plaines, VA 22171
Morris Massry(3) 53,000 7.69
2 Cobblehill Road
Loudonville, NY 12211
SG Cowen Securities Corporation(4) 35,510 5.15
1221 Avenue of the Americas
New York, NY 10278
All Directors and Executive Officers of the Company and the 54,252 7.87
Association as a Group (8 persons)(5)(6)
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 5,290 of which have been allocated to accounts of participants.
Community Bank N.A. of Utica, New York, the trustee of the ESOP, may be deemed
to beneficially own the shares held by the ESOP which have not been allocated to
accounts of participants. Participants in the ESOP are entitled to instruct the
trustee as to the voting of shares allocated to their accounts under the ESOP.
Unallocated shares held in the ESOP's suspense account are voted by the trustee
in the manner directed by the majority of the participants who directed the
trustee as to the manner of voting their shares in the ESOP with respect to such
issue. Shares for which no voting instructions are received are voted by the
trustee in the trustee's discretion.
(2) Based on information included in a Schedule 13D/A filed by Colvin G. Ryan
with the Securities and Exchange Commission on October 13, 1998. Mr. Ryan's
principal occupation is believed to be President of Lee and Mason Financial,
Inc., an insurance agency. Mr. Ryan claimed sole voting power and sole
dispositive power with respect to all of the shares of Common Stock reported in
the Schedule 13D/A.
<PAGE>
(3) Based on information included in a Schedule 13D filed by Morris Massry with
the Securities and Exchange Commission on October 16, 1998. Mr. Massry's
principal occupation is believed to be real estate investment. Mr. Massry
claimed sole voting power and sole dispositive power with respect to all of the
shares of Common Stock reported in the Schedule 13D.
(4) Based on information included in a Schedule 13G filed by SG Cowen Securities
Corporation ("SG") with the Securities and Exchange Commission on February 8,
1999. SG is a broker/dealer and investment advisor which claimed voting power
over none of the shares of Common Stock reported and shared dispositive power
with respect to all of the shares of Common Stock reported.
(5) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity or by
certain family members, with respect to which shares the listed individuals or
group members may be deemed to have sole or shared voting and/or investment
power. This amount also includes an aggregate of 1,912 shares allocated to the
accounts of participants under the ESOP. Does not include any awards made under
the Company's 1998 Stock Option and Incentive Plan or the 1998 Recognition and
Retention Plan as no such awards are yet vested.
(6) Includes Menzo D. Case, formerly Executive Vice President, Chief Financial
Officer and Secretary of the Company, who resigned effective January 31, 1999.
2
<PAGE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of six members. Each
of the current directors of the Company has served in such capacity since its
incorporation in 1998. The Board is divided into three classes, each of which
contains one-third of the Board. One-third of the Board is elected annually.
Directors of the Company are elected to serve for a three-year period or until
their respective successors are elected and qualified.
The following table sets forth certain information, as of January 21,
1999, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Nominating Committee has recommended and
approved the nominees identified in the following table. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to a nominee) will be voted at the Meeting FOR the
election of the nominees identified below. If a nominee is unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why any nominee may be unable to serve, if
elected. Except as disclosed herein, there are no arrangements or understandings
between any nominee and any other person pursuant to which the nominee was
selected.
<TABLE>
<CAPTION>
Shares of
Common
Stock
Term Beneficially Percent
Director to Owned at of
Name Age(1) Position(s) Held in the Company Since(2) Expire January 21, 1999(3) Class
---- ------ ------------------------------- --------------- -------------------- -----
<S> <C> <C> <C> <C> <C>
NOMINEES
Priscilla J. Bell 49 Director & Secretary 1996 2002 5,250 (4)
Robert J. Sofarelli 54 Director 1993 2002 1,420 (4)
DIRECTORS CONTINUING IN OFFICE
Timothy E. Delaney 36 Director 1993 2001 15,000 2.18%
Lewis E. Kolar 60 Director, President & Chief Executive
Officer 1995 2001 9,242 1.33
Donald I. Lee 72 Director and Recording Secretary 1971 2000 500 (4)
Richard D. Ruby 50 Chairman of the Board 1975 2000 16,000 2.32
</TABLE>
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(1) As of January 21, 1999.
(2) Includes service as a director of the Association.
<PAGE>
(3) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity
or by certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole or shared voting
and/or investment power. This amount also includes an aggregate of 735
shares allocated to the accounts of participants under the ESOP. Does not
include any awards made under the Company's 1998 Stock Option and Incentive
Plan or the 1998 Recognition and Retention Plan as no such awards are yet
vested.
(4) Less than 1% of the outstanding shares as of January 21, 1999.
The business experience of each director of the Company and of the
Association for at least the past five years is set forth below.
Dr. Priscilla J. Bell. Dr. Bell has served as the President of Fulton
Montgomery Community College since 1995. From 1978 to 1995, Dr. Bell worked at
the Tacoma Community College, Tacoma, Washington, where she was Dean of Student
Services.
Dr. Robert J. Sofarelli. Dr. Sofarelli has been a veterinarian since 1971,
and is the owner of Saratoga Veterinary Hospital, Planned Pets, a Saratoga
veterinary hospital and Paws & Claws, a distributor of pet foods located in
Wilton, New York.
3
<PAGE>
Timothy E. Delaney. Mr. Delaney is the President and Chief Financial Officer
of Delaney Construction Corporation, a company specializing in heavy highway
construction, which he founded in 1982.
Lewis E. Kolar. Mr. Kolar is the President and Chief Executive Officer of
the Association, a position he has held since October 1994. Mr. Kolar has more
than 20 years of commercial banking experience including service as a Senior
Vice-President and Regional Executive Officer at the National Bank & Trust
Company, Norwich, New York, from 1989 to 1994.
Donald I. Lee. Mr. Lee is the President of Lee & Lee Associates, Saratoga
Springs, New York, and a partner in Lee's Deer Run Bed & Breakfast, Stillwater,
New York.
Richard D. Ruby. Mr. Ruby has been the owner and President of Ruby & Quiri,
Inc., a home furnishings center, located in Gloversville, New York, since 1969.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company's Board of Directors. The
Company has standing executive, audit, stock plan and nominating committees. The
Company's Board of Directors meets on a monthly basis. The Board of Directors
met eight times during the year ended September 30, 1998. During fiscal 1998, 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 or she served.
The Executive Committee generally acts in lieu of the full Board of
Directors between Board meetings. The Executive Committee is comprised of all
non-employee directors. The committee met nine times during fiscal 1998.
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also acts as a liaison between the Company's internal and external
auditors and the Board. Directors Richard D. Ruby, Donald I. Lee, Priscilla J.
Bell, and Timothy Delaney currently comprise this committee. The committee met
three times during fiscal 1998.
The Stock Plan Committee is responsible for administrating the
Company's Stock Option and Incentive Plan and the Recognition and Retention
Plan. The members of the committee are Richard D. Ruby, Priscilla J. Bell, and
Timothy E. Delaney. This committee met once during fiscal 1998.
The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors. This committee is comprised of Richard
D. Ruby and Donald I. Lee. The committee did not meet during fiscal 1998.
While the Board of Directors will consider nominees recommended by
stockholders, the Board has not actively solicited such nominations. Pursuant to
the Company's by-laws, nominations for directors by stockholders must be made in
writing and delivered to the Secretary of the Company at least 70 days prior to
the meeting date provided, however, that in the event that less than 80 days'
notice of the date of the meeting is given or made to stockholders, notice to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed or
public announcement of the date of the meeting is made, and such written
nomination must contain certain information specified in the Company's by-laws.
<PAGE>
Meetings and Committees of the Association's Board of Directors. The
Association has standing Executive, Audit, Asset/Liability, Loan, Investment,
Strategic Planning, Nominating and Community Reinvestment Committees.
The Executive Committee provides oversight of Board-related matters
in-between regularly scheduled Board Meetings, provides informal counsel to the
President and is available to handle emergency or time critical situations. The
Executive Committee is comprised of all non-employee directors. This committee
met approximately twelve times during fiscal year 1998.
The Audit committee is comprised of four outside directors: Richard D.
Ruby, Donald I. Lee, Priscilla J. Bell and Timothy Delaney. This committee
oversees and reviews the Association's financial and internal control matters.
The Audit Committee also reviews the Audited Financial Report with the
Association's independent auditors and the
4
<PAGE>
Report of the Examination with the OTS examiners, either separately or with the
full Board. This committee met four times in fiscal 1998.
The Asset/Liability committee is composed of all non-employee
directors. This committee meets quarterly to oversee the investments for the
Association and the implementation of the strategic and business plans as they
relate to interest rate risk and reinvestment options. This committee also
reviewed liquidity, interest rate risk exposure and product pricing. This
committee met four times in fiscal 1998.
The Loan Committee reviews and approves loans which require the
committee's approval. This committee is composed of any two directors, and met
fifteen times in fiscal 1998.
The Investment Committee consists of Directors Richard D. Ruby, Donald
I. Lee and Robert J. Sofarelli. This committee reviews investments and assesses
the current investment portfolio. This committee met four times in fiscal 1998.
The Nominating Committee, composed of Directors Richard D. Ruby and
Donald I. Lee, met once to select the nominees for the Board of Directors and
Board Committees.
The Community Reinvestment Committee consists of the entire Board and
reviews the Association's compliance with the Community Reinvestment Act. This
committee met four times during fiscal 1998.
Director Compensation
The Company does not compensate the directors for serving on the Board
of the Company. Directors of the Association are paid a fee of $950 per meeting
for serving on the Board of Directors, and the Chairman of the Board is paid a
fee of $1,050 per meeting. These fees are paid only to Board members who are not
employees.
Executive Compensation
The following table sets forth information concerning the compensation
paid or granted to the Chief Executive Officer in fiscal 1998. No other
executive officer had compensation (salary and bonus) in excess of $100,000 in
fiscal 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation(1) Awards
-------------------------------- ----------------------------------------
Restricted
Other Annual Stock Options/ All Other
Name and Principal Position Year Salary Bonus Compensation Award(s) SARs Compensation
($) ($) ($) ($)(2) (#)(2) ($)(3)
- ------------------------------- ---- ------- ------ ------------ --- --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Lewis E. Kolar, Chief Executive
Officer 1998 $84,000 --- --- --- --- 11,222
1997 83,077 $8,400 --- N/A N/A 11,731
</TABLE>
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<PAGE>
(1) In accordance with the revised rules on executive compensation disclosure
adopted by the Securities and Exchange Commission ("SEC"), Summary
Compensation information is excluded for the fiscal years ended December
31, 1996.
(2) No awards were made under the Company's 1998 Stock Option and Incentive
Plan and the 1998 Recognition and Retention Plan until October 1998.
(3) Pursuant to SEC rules, the table above excludes perquisites and other
personal benefits which do not exceed the lesser of $50,000 or 10% of
salary and bonus.
5
<PAGE>
Change in Control Severance Agreement
The Association has entered into a change in control severance agreement
with Mr. Kolar. The agreement provides for an initial term of 24 months. The
agreement provides for extensions of one year, on each anniversary of the
effective date of the agreement, subject to a formal performance evaluation
performed by disinterested members of the Board of Directors of the Association.
The agreement provides for termination for cause or in certain events specified
by OTS regulations.
The agreement provides for a lump sum payment to Mr. Kolar of 200% his
annual base compensation and continued health insurance benefits for the
remaining term of the contract in the event there is a "change in control" (as
defined) of the Company or the Association and Mr. Kolar is subject to
"involuntary termination" (as defined) following or in connection with such
change in control. The termination benefits are subject to reduction to the
extent non-deductible by the Company or the Association for federal income tax
purposes. Based upon Mr. Kolar's salary at September 30, 1998, if a change of
control occurs with the result that he is deemed to be terminated, he would be
entitled to receive a lump sum cash payment of approximately $168,000.
Board of Director's Report on Executive Compensation
The Board of Directors has furnished the following report on executive
compensation. President Kolar did not participate in the deliberations with
respect to his own compensation.
The Board of Directors has responsibility for reviewing the compensation
policies and plans for the Company and its affiliates. The policies and plans
established are designed to enhance both short-term and long-term operational
performance of the Company and to build stockholder value through appreciation
in the Company's Common Stock price.
One of the Board's primary objectives in the compensation area is to
develop and maintain compensation plans which provide the Company with the means
of attracting and retaining quality executives at competitive compensation
levels and to implement compensation plans which seek to motivate executives to
perform to the full extent of their abilities and which seek to enhance
stockholder value by aligning closely the financial interests of the Company's
executives with those of its stockholders. In determining compensation levels,
plans and adjustments, the Board takes into account, among other things,
compensation reviews made by third parties each year. These studies are used to
compare the compensation levels of Company's personnel to those of personnel at
other local financial institutions.
With respect to Mr. Kolar's base salary in the fiscal year ended September
30, 1998, the Board took into account a comparison of salaries of chief
executive officers of local financial institutions. Likewise, each executive
officer's base salary was determined utilizing financial institution
compensation surveys. Mr. Kolar's base salary for fiscal year 1998 remained at
the same level set for fiscal year 1997 because it was the judgment of the Board
that the competitive salary data indicated that Mr. Kolar's base salary was
comparable with his peers.
<PAGE>
In connection with the mutual to stock conversion, the Company has an
Employee Stock Ownership Plan; additionally, the Company has a stock option and
incentive plan and a recognition and retention plan. Equity-based compensation
provides a long-term alignment of interests and results achieved for
stockholders with the compensation rewards provided to executive officers by
providing those executives and others on whom the continued success of the
Company most depends with a proprietary interest in the Company.
Through the compensation programs described above, a significant portion
of the Company's executive compensation is linked directly to individual and
corporate performance. The Board will continue to review all elements of
compensation to assure that the compensation objectives and plans meet the
Company's business objectives and philosophy of linking executive compensation
to stockholder interests of corporate performance as discussed above.
In 1993, Congress amended the Internal Revenue Code to add Section 162(m)
to limit the corporate deduction for compensation paid to a corporation's five
most highly compensated officers to $1.0 million per executive per year, with
certain exemptions. The Board carefully reviewed the impact of this legislation
on the cost of the Association's current executive compensation plans. Under the
legislation and regulations adopted thereunder, it is not expected that any
portion of the Company's (or Association's) deduction for employee remuneration
will be non-deductible in fiscal 1998 or in future years by reason of
compensation awards granted. The Board intends to review the Company's (and
Association's) executive compensation policies on an ongoing basis, and propose
appropriate modifications, if the Board deems them necessary, with a view toward
avoiding or minimizing any disallowance of tax deductions under Section 162(m).
6
<PAGE>
The foregoing report is furnished by the Board of Directors:
Dr. Priscilla J. Bell Timothy E. Delaney Lewis E. Kolar
Donald I. Lee Richard D. Ruby Dr. Robert J. Sofarelli
Stock Performance Presentation
The line graph below compares the cumulative total stockholder return on
the Company's Common Stock (based on an assumed $100 investment) to the
cumulative total return of the Nasdaq Market Index and the SNL Securities Thrift
Index for the period April 7, 1998 through January 31, 1999. The Company
completed its initial public offering of the Common Stock, and trading in the
Common stock commenced, on April 7, 1998.
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
4/07/1998 6/30/1998 9/30/1998 12/31/1998 1/29/1999
--------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Adirondack Financial Services 100.00 136.25 125.00 140.00 196.25
SNL Securities Thrift Index 100.00 96.23 75.40 82.43 83.52
NASDAQ Market Index 100.00 102.58 92.46 120.19 137.38
</TABLE>
Benefit Plans
General. The Association currently provides insurance benefits to its
employees, including health and life insurance, subject to certain deductibles
and copayments.
Employee Severance Compensation Plan. In connection with the Association's
mutual to stock conversion, the Board of Directors established the Gloversville
Federal Employee Severance Compensation Plan ("Severance Compensation Plan"),
which will provide certain employees with severance pay benefits in the event of
a "change in control" (as defined) of the Association or the Company. Management
personnel with change in control severance agreements are not eligible to
participate in the Severance Compensation Plan. The purpose of the Severance
Compensation Plan is to recognize the valuable services and contributions of the
Association's employees and the uncertainties relating to continuing employment,
reduced employee benefits, management changes and relocations in the event of a
change in control. The Association believes that the Severance Compensation Plan
has assisted it in
7
<PAGE>
attracting and retaining highly qualified individuals and reducing the
distractions and other adverse effects on the employees' performance in the
event of a change in control. The Severance Compensation Plan vests in each
participant a contractual right to the benefits such participant is entitled to
thereunder. Under the Severance Compensation Plan, in the event of a change in
control, eligible employees who are terminated or who voluntarily terminate
employment (for reasons specified under the Severance Compensation Plan), within
one year of a change in control will be entitled to receive a severance payment.
Payments pursuant to the Severance Compensation Plan are equal to the product of
two weeks Annual Compensation (as defined) times the number of years of service
up to a maximum of twelve years in the case of officers or seven years in the
case of other employees. Such payments may tend to discourage takeover attempts
by increasing costs to be incurred by the Association in the event of a
takeover.
Employee Stock Ownership Plan. The Company has adopted an ESOP for the
benefit of employees of the Association. The ESOP was funded with a loan from
the Company in the original amount of $529,000. The ESOP is also designed to
meet the requirements of an employee stock ownership plan as described at
Section 4975(e)(7) of the Code and Section 407(d)(6) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
All employees of the Association are eligible to participate in the ESOP
after they attain age 21 and complete one year of service. The Association's
contribution to the ESOP is allocated among participants on the basis of their
relative compensation. Each participant's account is credited with cash and
shares of Company Common Stock based upon compensation earned during the year
with respect to which the contribution is made. Contributions credited to a
participant's account become fully vested upon such participant's completing
five years of service. Credit is given for prior years of service for vesting
purposes. ESOP participants are entitled to receive distributions from their
ESOP accounts only upon termination of service. Distributions are made in cash
and in whole shares of the Company's Common Stock. Fractional shares will be
paid in cash. Participants do not incur a tax liability until a distribution is
made.
Each participating employee is entitled to instruct the trustee of the
ESOP as to how to vote the shares allocated to his or her account. The trustee
is not affiliated with the Company or the Association.
The ESOP may be amended by the Board of Directors, except that no
amendment may be made which would reduce the interest of any participant in the
ESOP trust fund or divert any of the assets of the ESOP trust fund for purposes
other than the benefit of participants or their beneficiaries.
401(k) Savings Plan. The Association has a qualified, tax-exempt savings
plan with a cash or deferred feature qualifying under Section 401(k) (the
"401(k) Plan") of the Internal Revenue Code of 1986, as amended (the "Code").
All employees who have completed the service requirement, during which they
worked at least 1,000 hours, are eligible to participate. The 401(k) Plan has
been amended to permit self-directed investments by participants into Company
Common Stock.
Certain Transactions
The Association follows a policy of granting loans to the Association's
directors, officers and employees. The loans to executive officers and directors
are made in the ordinary course of business and on the same terms and conditions
<PAGE>
of those of comparable transactions prevailing at the time, in accordance with
the Association's underwriting guidelines and do not involve more than the
normal risk of non-collectibility or present other unfavorable features;
provided however, that under the Association's current policy, employees are
eligible for a 50 basis point reduction on interest rates on residential
mortgage loans. Loans to all directors and executive officers and their
associates, including outstanding balances and commitments totaled $394,168 at
September 30, 1998, which was 11.2% of retained earnings and 4.3% of
stockholders' equity as of that date.
II. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has renewed the Company's arrangement for KPMG Peat
Marwick, LLP to be its independent auditors for the 1999 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of KPMG Peat Marwick, LLP is expected to attend the Annual
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK, LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1999.
8
<PAGE>
III. STOCKHOLDER PROPOSAL
Leslie M. Apple, who is currently believed to reside at 6 Greyledge Drive,
Loundonville, New York, has submitted the following proposal and supporting
statement for consideration by the shareholders at the Meeting:
Proposed Amendment
"WHEREAS, since the date the Corporation became a '34 Act reporting
company in conjunction with its stock offering and the contemporaneous NASDAQ
listing of the Corporation's common stock in April 1998 (the "Public Offering"),
individuals other than the officers and Directors of the Corporation and its
wholly-owned subsidiary Gloversville Federal Savings and Loan Association (the
"Bank") have become owners of a substantial percentage of the Corporation's
shares; and
WHEREAS, all current members of the Corporation's Board of Directors have
been Directors for a number of years preceding the Public Offering; and
WHEREAS, Leslie M. Apple ("Mr. Apple") is currently the beneficial owner
of approximately 2.7% of the Corporation's shares and believes it is in the
Corporation's best interests to have outside shareholders specifically
represented on the Board.
NOW, THEREFORE, it is
RESOLVED, that the Corporation's by-laws be amended to provide that the
Corporation's Board of Directors shall at all times contain at least one member
who was not a Director prior to April 6, 1998, the date of the completion of the
Public Offering."
Proponent Statement
In support of the proposal Mr. Apple submitted the following statement:
"Although more than ninety percent (90%) of the Corporation's shares are
owned by persons who are not officers and directors of the Corporation, there is
no member of the Board of Directors who has been nominated specifically to
represent the interests of these shareholders. All current members of the Bank's
Board of Directors (who are now also the Corporation's Directors) pre-date the
Public Offering by a minimum of two (2) years and a maximum of twenty-seven (27)
years.
By proxy statement dated September 4, 1998, the Board of Directors
notified the Corporation's shareholders of a meeting the Board has scheduled for
October 7, 1998, the sole purpose of which is to approve the Board's award to
itself and the Corporation's officers substantial stock options, stock rights
and shares of stock totaling 87,493 shares having a current market value of
approximately $1.1 million. The proxy statement does not describe the adverse
affect this action can have on the Corporation's earnings, at a time when the
Corporation is just beginning to emerge from a period of substantial losses.
<PAGE>
It is clear that the shareholders merit representation on the Board of
Directors to insure objectivity in the management of the Corporation. Simply
stated, a watchdog is necessary. Accordingly, it is appropriate for the Board to
have as a member at least one person who was not part of the Bank's management
team which pre-dates the Corporation's Public Offering."
THE BOARD OF DIRECTORS IS NOT IN FAVOR OF THE STOCKHOLDER PROPOSAL AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE "AGAINST" THE STOCKHOLDER PROPOSAL.
9
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company'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 Company's executive office at 52
North Main Street, Gloversville, New York 12078-3084 no later than October 14,
1999. Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended. Otherwise, any
stockholder proposal to take action at such meeting must be received at the
Company's executive office at 52 North Main Street, Gloversville, New York
12078-3084 by January 3, 2000; provided, however, that in the event that the
date of the annual meeting is held before February 14, 2000 or after May 3,
2000, the stockholder proposal must be received not later than the close of
business on the later of the 60th day prior to such annual meeting or the tenth
day following the day on which notice of the date of the annual meeting was
mailed or public announcement of the date of such meeting was first made. All
stockholder proposals must also comply with the Company's by-laws and Delaware
law.
OTHER MATTERS
As of the date of this Proxy Statement, 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. If any other matter should properly
come before the Meeting, it is intended that holders of the proxies will act in
accordance with their best judgment.
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. The Company has retained Regan &
Associates, Inc. to assist in the solicitations of proxies, for a fee estimated
to be approximately $6,000 plus reasonable out-of-pocket expenses. Approximately
15 persons will be utilized by Regan & Associates, Inc. in such solicitation. In
addition to solicitation by mail, up to 12 directors, officers and regular
employees of the Company and/or the Association may solicit proxies personally
or by telegraph or telephone without additional compensation.
10
<PAGE>
APPENDIX
The following table sets forth the names, principal occupations,
business addresses and amounts of beneficial ownership and record ownership as
of January 21, 1999 of the directors of Adirondack Financial Services Bancorp,
Inc. (the "Company") and Gloversville Federal Savings and Loan Association (the
"Association") and such other officers, employees and their associates (together
the "Participants"), who may be deemed participants in the proxy solicitation
under the federal securities laws.
<TABLE>
<CAPTION>
Shares Unvested Unvested
Beneficially Record Stock Restricted
Directors, Officers and Employees Owned Ownership Options(1) Stock(2)
--------------------------------- ------------ --------- ---------- --------
<S> <C> <C> <C> <C>
Richard D. Ruby 16,000 13,086 3,306 1,322
President
Ruby & Quiri, Inc.
50 Elmwood Avenue
Gloversville, New York 12078
Lewis E. Kolar 9,242 800 13,225 6,613
President and Chief Executive Officer
Adirondack Financial Services Bancorp, Inc.
52 North Main Street
Gloversville, New York 12078
Dr. Priscilla J. Bell 5,250 0 3,306 1,322
President
Fulton Montgomery Community College
2085 State Highway 67
Johnstown, New York 12095
Timothy E. Delaney 15,000 15,000 3,306 1,322
President and Chief Financial Officer
Delaney Construction Company
28 North School Street
Mayfield, New York 12117
Donald I. Lee 500 500 3,306 1,322
President
Lee & Lee Associates
411 County Road, #71
Stillwater, New York 12170
Dr. Robert J. Sofarelli 1,420 1,420 3,306 1,322
Owner
Saratoga Veterinary Hospital
P.O. Box 373
Saratoga Springs, New York 12866
Michael J. Pepe 1,442 0 5,500 1,984
Vice-President Commercial Lending
Gloversville Federal Savings and Loan Association
52 North Main Street
Gloversville, New York 12078
</TABLE>
A-1
<PAGE>
<TABLE>
<CAPTION>
Shares Unvested Unvested
Beneficially Record Stock Restricted
Directors, Officers and Employees Owned Ownership Options(1) Stock(2)
--------------------------------- ------------ --------- ---------- --------
<S> <C> <C> <C> <C>
Peter Brown 1,133 0 1,715 316
Assistant Vice President and Branch Manager
Gloversville Federal Savings and Loan Association
295 Broadway
Saratoga Springs, New York 12866
Mary Bosela 309 100 0 417
Assistant Branch Manager
Gloversville Federal Savings and Loan Association
295 Broadway
Saratoga Springs, New York 12866
Laurel C. Kuehner 50 0 1,851 68
Assistant Vice President and Branch Manager
Gloversville Federal Savings and Loan Association
52 North Main Street
Gloversville, New York 12078
Nancy E. Luey 1,594 200 1,705 350
Assistant Vice President and Mortgage Officer
Gloversville Federal Savings and Loan Association
52 North Main Street
Gloversville, New York 12078
Deborah Wyszomirski 3,312 250 1,327 417
Assistant Vice President-Operations
Gloversville Federal Savings and Loan Association
52 North Main Street
Gloversville, New York 12078
Associates
Alison Pepe 1,442 0 0 0
Office Manager
Amsterdam Community Cancer Program
1700 Riverfront Ctr.
Amsterdam, New York 12010
John Michael Bosela 309 100 0 0
Music Teacher
Saratoga City School District
5 Wells Street
Saratoga Springs, New York 12866
Harold Kuehner 50 0 0 0
Janitor
Albank Commercial
9 North Main Street
Broadalbin, New York 12025
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
Shares Unvested Unvested
Beneficially Record Stock Restricted
Directors, Officers and Employees Owned Ownership Options(1) Stock(2)
--------------------------------- ------------ --------- ---------- --------
<S> <C> <C> <C> <C>
Martin O. Luey 1,594 200 0 0
Work Coordinator
Hamilton, Fulton, Montgomery Counties
Board of Cooperation Educational Services
Stoner Trail Road
P.O. Box 665
Johnstown, New York 12095
Mac Wyszomirski 3,312 250 0 0
Tax Examiner
NYS Taxation & Financing
W.A. Harriman Campus
Albany, New York 12227
Rose Lee 500 500 0 0
Partner
Deer Run Bed & Breakfast
411 County Road #71
Stillwater, New York 12170
Holly Sofarelli 1,420 1,420 0 0
Office Coordinator/Manager
Saratoga Veterinary Hospital
P.O. Box 373
Saratoga Springs, New York 12866
Linda Ruby 16,000 0 0 0
Chief Clerk of Supreme & County Court
Montgomery County Court House
Extension Broadway, Route 30A
P.O. Box 1500
Fonda, New York 12068
Karen M. Kolar 9,242 0 0 0
National Accounts Representative
Knight Marketing Corporation
251 North Comrie Avenue
Johnstown, New York 12095
Michael L. Magie 5,520 0 0 0
Retired
159 Maplewood Drive
Gloversville, New York 12078-6286
Tina Delaney 15,000 14,800 0 0
Corporate Secretary
Delaney Construction Company
28 North School Street
Mayfield, New York 12117
</TABLE>
<PAGE>
(1) Unvested stock options under the Company's 1998 Stock Option and Incentive
Plan.
(2) Unvested restricted stock under the Company's 1998 Recognition and
Retention Plan.
A-3
<PAGE>
None of the Participants have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years. None of the Participants own any shares of securities of any subsidiary
of the Company.
Except as disclosed in this Proxy Statement and below, none of the
Participants has any arrangement or understanding with respect to any future
employment by the Company or its subsidiaries or any material future
transactions to which the Company or any of its subsidiaries will or may be a
party, nor any material interest, direct or indirect, in any transaction which
has occurred since October 1, 1997 or any currently proposed transaction, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party and in which the amount involved exceeds $60,000.
Richard D. Ruby has a home mortgage from the Association on his personal
residence with a principal amount of approximately $187,002.80 and an interest
rate of 6.5% as of January 21, 1999. Also, Mr. Ruby's business, Ruby & Quiri,
Inc. has a loan from the Association with a principal amount of approximately
$43,437.39 and an interest rate of 8.5% as of January 21, 1999. Donald I. Lee
has a home mortgage from the Association on his personal residence with a
principal amount of approximately $84,785.57 and an interest rate of 7.5% as of
January 21, 1999.
Certain Participants participate in the Association's various employee
benefit plans. In addition, certain Participants were granted 10 year options to
purchase the Company's stock at a price equal to $13.125 per share under the
Company's 1998 Stock Option and Incentive Plan. Also, certain Participants were
granted restricted stock awards under the Company's 1998 Recognition and
Retention Plan. All awards under these plans vest over a five year period.
Finally, Lewis E. Kolar has a change in control severance agreement which is
described in the Proxy Statement.
The Company has entered into an agreement to be acquired by CNB
Bancorp, Inc. ("CNB"). This transaction is subject to stockholder approval at a
meeting which is anticipated to be held in May 1999. Under the terms of the
agreement, two of the Company's directors will become directors of CNB and the
balance of the directors will become advisory directors to CNB.
Other than disclosed in this Appendix or the Proxy Statement, none of
the Participants has any substantial direct or indirect interest in any matters
to be acted upon at the Meeting, other than the directors who are being
nominated for election to the Board.
Other than set forth in this Appendix or the Proxy Statement no
Participant is or was within the last year, a party to any contract, arrangement
or understanding with any person with respect to any securities of the Company.
The following table sets forth information with respect to all
purchases and sales of shares of Common Stock of the Company by the
Participants:
<PAGE>
<TABLE>
<CAPTION>
Name Number of Shares Purchased Date of the Transaction
---- -------------------------- -----------------------
<S> <C> <C>
Richard D. Ruby 15,000 4/6/98
1,000 4/17/98
Lewis E. Kolar 7,594 4/6/98
452(2) 9/3/98
60(2) 9/15/98
735(1) 9/30/98
110(2) 10/20/98
77(2) 11/24/98
54(2) 12/17/98
52(2) 12/31/98
Dr. Priscilla J. Bell 5,250 4/14/98
Timothy E. Delaney 15,000 4/6/98
</TABLE>
A-4
<PAGE>
<TABLE>
<CAPTION>
Name Number of Shares Purchased Date of the Transaction
---- -------------------------- -----------------------
<S> <C> <C>
Donald I. Lee 500 4/6/98
Dr. Robert J. Sofarelli 1,420 4/6/98
Michael J. Pepe 1,000(2) 4/6/98
442(1) 9/30/98
Peter E. Brown 824(2) 4/6/98
309(1) 9/30/98
Mary Bosela 150 4/6/98
159(1) 9/30/98
Laurel C. Kuehner 50 5/20/98
Nancy Luey 200 4/6/98
677(2) 4/6/98
317 9/30/98
Deborah Wyszomirski 250 4/6/98
2,841(2) 4/6/98
221(1) 9/30/98
</TABLE>
(1) Shares allocated under the ESOP (2) Shares purchased through the 401(k) Plan
None of the Participants have borrowed or otherwise obtained funds for
the purpose of acquiring or holding any securities of the Company, except for
Dr. Robert J. Sofarelli who obtained a loan in the amount of $9,000 from a whole
life insurance policy from Mutual Insurance of New York.
In the event the election of the Board of Director's nominees is
contested by any other party, the additional costs to the Company of soliciting
proxies (including fees of attorneys, accountants, public relations, financial
advisors, solicitors, printing, transportation and other costs incidental to the
solicitation) are currently estimated to be approximately $30,000.
A-5
<PAGE>
REVOCABLE PROXY
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
March 4, 1999
The undersigned hereby appoints the Board of Directors of Adirondack Financial
Services Bancorp, Inc. (the "Company"), and its survivor, with full power 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 Stockholders (the "Meeting"), to be held on March 4,
1999 at the main office of the Company located at 52 North Main Street,
Gloversville, New York, at 4:00 P.M. local time, and at any and all adjournments
thereof, as follows;
I. The election of the following directors for a three year term to expire in
2002 (except as marked to the contrary below):
Priscilla J. Bell Robert J. Sofarelli
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
II. The ratification of the appointment of KPMG Peat Marwick LLP, as the
independent auditors of the Company for the fiscal year ending September 30,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. The stockholder proposal that the Company's by-laws be amended to provide
that the Corporation's Board of Directors shall contain at least one member who
was not a Director prior to April 6, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on such other matters
as may properly come before the Meeting or any adjournments or postponements
thereof.
The Board of Directors recommends a vote "FOR" proposals I and II, and a vote
"AGAINST" proposal III.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSALS I AND II, AND AGAINST PROPOSAL III. IF
ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
Should the above signed be present and elect to vote at the Meeting or at any
adjournments or postponements 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 such attorneys and proxies shall be deemed terminated
and of no further force and effect.
The above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Annual Meeting and a Proxy Statement, and the
Company's Annual Report to Stockholders for the fiscal year ended September 30,
1998.
Please sign exactly as your name appears above 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.
PLEASE PROMPTLY COMPLETE, DATE, SIGN & MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
