SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
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[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Gouverneur Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Additional Proxy Soliciting Material:
Gouverneur Bancorp, Inc.
42 Church Street
PO Box 297
Gouverneur, New York 13642-0297
315-287-2600 Fax: 305-287-3340
October 19, 1999
TO: All Participants in the Gouverneur Bancorp Employee Stock Ownership
Plan
RE: Special Meeting of Shareholders to be held on October 27, 1999
Dear Participants:
As you know, when Gouverneur Savings and Loan Association reorganized
into the mutual holding company structure, Gouverneur Bancorp, Inc. established
an Employee Stock Ownership Plan, also known as an "ESOP." The ESOP owns 85,825
shares of common stock of Gouverneur Bancorp, Inc. HSBC Bank USA is the trustee
of the ESOP. The shares are gradually allocated to the accounts of individual
participants over a period of years. The ESOP allows all participants (and
former participants or their beneficiaries) to have certain rights to direct how
the Trustee votes the shares of stock owned by the ESOP at stockholder meetings.
A special meeting of stockholders will be held on October 27, 1999, for
the purpose of approving the Gouverneur Bancorp, Inc. Stock Option Plan and the
Gouverneur Bancorp, Inc. Management Recognition Plan. Accompanying this memo is
a Proxy Statement describing the proposals regarding the two plans and a
Confidential Voting Instruction.
In general, on the two proposals, the Trustee will vote the shares
owned by the ESOP in the same ratio as the voting instructions which the Trustee
receives from participants, weighted based upon last years' salary. If there are
any other matters which are presented at the meeting, which is not presently
anticipated, the Trustee will vote the shares owned by the ESOP in its
discretion, or cause the shares to be voted in the discretion of the persons
named in the proxy the trustee gives.
You voting instructions are very important. If you do not submit voting
instructions, then the shares owned by the ESOP will be voted in the manner
instructed by other participants. Please review the proxy statement and
complete, sign and date your Confidential Voting Instruction Card. Then seal the
card in an envelope and place it in the box at Gouverneur Savings and Loan
Association's main office immediately. The sealed envelopes will be sent,
unopened, directly to the Trustee. You voting instructions will be kept strictly
confidential and will not be disclosed by the trustee to anyone at Gouverneur
Bancorp or Gouverneur Savings and Loan Association.
Very truly yours,
The Personnel Committee
Gouverneur Bancorp, Inc.
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GOUVERNEUR BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION
Solicited by the Personnel Committee of Gouverneur Bancorp, Inc.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED THAT STOCKHOLDERS VOTE IN
FAVOR OF THE TWO PLANS AT THE SPECIAL MEETING.
The person who signs below is a participant in the Gouverneur Bancorp, Inc.
Employee Stock Ownership Plan. The participant directs the trustee of the ESOP,
HSBC Bank USA, to take the following instructions into account when voting the
shares of Gouverneur Bancorp, Inc. which the ESOP owns at the special meeting of
stockholders to be held on October 27, 1999. The trustee may vote the shares in
person or by proxy, and may do so at the originally scheduled meeting or at any
adjournment or postponement.
The instructions of the participant named below are as follows (please mark your
choice with an "X"):
For Against Abstain
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________ ________ ________ Proposal One: The approval of the Gouverneur
Bancorp, Inc. Stock Option Plan
________ ________ ________ Proposal Two: The approval of the Gouverneur
Bancorp, Inc. Management Recognition Plan
The Trustee is authorized to vote on such other matters as may come before the
special meeting, including a motion to adjourn the special meeting, in such
manner as the Trustee determines in the exercise of its discretion.
The directions given in this Confidential Voting Instruction will be kept
confidential from all directors, officers and employees of Gouverneur Bancorp,
Inc. and Gouverneur Savings and Loan Association.
The person signing below instructs the Trustee, HSBC Bank USA, to vote in
accordance with the voting instructions shown above. The person signing below
acknowledges receiving the proxy statement dated September 9, 1999 for the
special meeting of stockholders to be held on October 27, 1999, which contains a
notice of the meeting.
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Date Signature
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