<PAGE>
EXHIBIT 99.3
<PAGE>
Banners for Finger Lakes Bancorp: 8 count (for 7 branches plus the Community
Meeting) Specifications: Approximately 2' by 8', with three rings for hanging,
need PMS color for text and for wave logo
--------------------------------------
"Share in Our Future"
--------------------------------------
<PAGE>
Stickers for Finger Lakes Bancorp: 1,000 count (for 7 branches plus the
Community Meeting) Specifications: Approx. 3" in diameter; Need PMS color for
text and for wave logo
Ask
How to. . .
"Share in Our Future"
Me!
<PAGE>
Finger Lakes Bancorp, Inc. LOGO
470 Exchange Street
Geneva, New York 14456
(315) xxx-xxxx
--------------------------------------------------------------------------------
Stock Order Form Instructions
--------------------------------------------------------------------------------
Item 1 - Fill in the number of shares of Finger Lakes Financial Corp. currently
owned.
Item 2 - Fill in the number of shares that you wish to purchase. The minimum
purchase is 25 shares. No individual or entity and their associates may place an
order for more than 5% of the total shares offered, or 107,780 shares calculated
at the maximum of the offering range. The maximum number of shares purchased by
a Finger Lakes Financial stockholder, when combined with exchange shares
received for Finger Lakes Financial common stock, may not exceed 5% of the
shares outstanding at the completion of the conversion, or 107,779 shares at the
maximum of the offering range. This limitation also applies to associates and
groups of persons acting in concert.
Item 3 - Calculate the total amount due by multiplying the number of shares you
indicated in Item 2 by $7.00.
Item 4 - If you will be paying for your shares by check, bank draft, or money
order, place a check in the box for Item 4 and write the amount in the blank
space provided in Item 4. Enclose your check, bank draft, or money order with
your order form. Checks should be made payable to Finger Lakes Bancorp, Inc.
You may pay with cash by bringing your completed order form into a branch of the
bank and changing your cash for a bank draft from Savings Bank of the Finger
Lakes. Do NOT send in cash through the mail.
Item 5 - To pay by withdrawal from a savings account or certificate of Finger
Lakes Bancorp, Inc., write the account number(s) and the amount(s) you wish to
withdraw from each account. If more than one signature is required to withdraw,
each person must sign in the signature box in Item 11. To withdraw from an
account with checking privileges, please write a check. No early withdrawal
penalty will be charged on funds used to purchase our stock. A hold will be
placed on the account(s) for the amount(s) you indicate, and the actual
withdrawal will occur upon closing of the offering. You will continue to
receive interest at the specified rate on your account until the funds are
withdrawn. If a partial withdrawal reduces the balance of a certificate of
deposit account to less than the applicable minimum, the remaining balance will
thereafter earn interest at the passbook rate.
Item 6 - Check the box provided if you were a depositor with at least $50.00 on
deposit on one of these three dates: December 31, 1998, June 30, 2000, and
September 15, 2000. To ensure proper identification of your purchasing rights,
list all the names and account number(s) of those accounts you had on these
dates. If you need additional space, you may continue in the spaces provided on
the back of the order form.
Item 7 - Check the box provided if you are a director, officer or employee of
Savings Bank of the Finger Lakes or a member of such person's immediate family.
Item 8 - Check the box provided if you were a shareholder of Finger Lakes
Financial as of September 15, 2000.
Item 9 - Indicate the form of stock ownership by checking one of the boxes
provided. Please refer to the reverse side of this form for detailed
information of the various forms of stock ownership.
Item 10 - Complete the boxes provided by printing the name and address
information of the person or entity that is purchasing the stock. Include first
name, middle initial, and last name for person's name. Multiple names may be
listed, but only one address is needed. Do not use any titles or superfluous
words such as "Mrs.", "Mr.", "Dr.", "special account", etc.
If the information requested in Item 10 is exactly the same as the information
imprinted at the top of the form, you may indicate this by writing "Same as
Above" on the first line in Item 10.
Item 11 - Fill in the social security number, telephone numbers and county of
residence for the first person or entity listed in Item 10.
Subscription rights are not transferable. If you are a qualified member, to
protect your priority over other purchasers as described in the Prospectus, you
must take ownership as your account relationship is established. If you, as a
qualified member, include a non-qualified member or a member in a lower priority
category on your stock order, your priority will be lowered or eliminated.
Items 12 and 13 - See instructions on the stock order form.
Item 14 - Sign and date the stock order form. All people listed in Item 10 MUST
sign in the space provided in Item 14 as well as the Certification Form on the
reverse side of the order form.
<PAGE>
--------------------------------------------------------------------------------
Ownership Guide
--------------------------------------------------------------------------------
Individual
The stock is to be registered in an individual's name only. You may not list
beneficiaries for this ownership.
Joint Tenants With Rights of Survivorship (WROS)
Joint tenants with rights of survivorship identifies two or more owners. When
stock is held by joint tenants with rights of survivorship, ownership
automatically passes to the surviving joint tenant(s) upon the death of any
joint tenant. You may not list beneficiaries for this ownership.
Tenants in Common
Tenants in common may also identify two or more owners. When stock is held by
tenants in common, upon the death of one co-tenant, ownership of the stock will
be held by the surviving co-tenant(s) and by the heirs of the deceased co-
tenant. All parties must agree to the transfer or sale of shares held by
tenants in common. You may not list beneficiaries for this ownership.
Uniform Gift to Minors/Uniform Transfer to Minors
For residents of many states, stock may be held in the name of a custodian for
the benefit of a minor under the Uniform Transfer to Minors Act. For residents
in other states, stock may be held in a similar type of ownership under the
Uniform Gift to Minors Act of the individual states. For either ownership, the
minor is the actual owner of the stock with the adult custodian being
responsible for the investment until the minor reaches legal age. See your
legal advisor if you are unsure about the correct registration of your stock.
On the first "Name" line, print the first name, middle initial, and last name of
the custodian, with the abbreviation "CUST" after the name. Print the first
name, middle initial, and last name of the minor on the second "Name" line.
Only one custodian and one minor may be designated.
Corporation/Partnership
Corporations/Partnerships may purchase stock. Please provide the
Corporation/Partnership's legal name and Tax I.D number. To have depositor
rights, the Corporation/Partnership must have an account in the legal name.
Please contact the Stock Center to verify depositor rights and purchase
limitations.
Individual Retirement Account
Individual retirement account ("IRA") holders may make stock purchases using
their deposits through a pre-arranged "trustee-to-trustee" transfer into a self-
directed IRA at a brokerage firm. Please contact the Stock Center as soon as
possible if you would like to purchase shares through an IRA. There will be no
early withdrawal or IRS penalties incurred by properly executed transactions.
Fiduciary/Trust
Generally, fiduciary relationships (such as Trusts, Estates, Guardianships,
etc.) are established under a form of trust agreement or are pursuant to a court
order. Without a legal document establishing a fiduciary relationship, your
stock may not be registered in a fiduciary capacity.
Instructions: On the first "Name" line, print the first name, middle initial,
and last name of the fiduciary if the fiduciary is an individual. If the
fiduciary is a corporation, list the corporate title on the first "Name" line.
Following the name, print the fiduciary "title" such as trustee, executor,
personal representative, etc.
One the second "Name" line, print either the name of the maker, donor or
testator or the name of the beneficiary. Following the name, indicate the type
of legal document establishing the fiduciary relationship (agreement, court
order, etc.). In the blank after "Under Agreement Dated", fill in the date of
the document governing the relationship. The date of the document need not be
provided for a trust created by a will.
An example of fiduciary ownership of stock in the case of a trust is: John D.
Smith, Trustee for Thomas A. Smith Under Agreement Dated 06/09/87.
<PAGE>
================================================================================
PROXY GRAM
We recently forwarded to you information advising that Savings Bank of the
Finger Lakes has received regulatory approval to convert to a stock holding
company and to raise additional capital. In order for us to proceed with the
conversion, we are required to obtain a majority vote from our depositors as of
a specified voting record date. Because you had a deposit on September 15,
2000, we included one or more proxy cards in the packet we recently sent to
you. However, we have not yet received any proxy cards back in the mail from
you.
Six years ago we asked our depositors to approve our first sale of stock, and
they granted us their permission to do so. With the new capital then raised, we
added banking offices in Ithaca, Canandaigua and Auburn and refurbished our two
branches in Geneva. Additionally, we expanded our products, doubled our loan
volume, extended our hours and installed automatic teller machines for customer
convenience. We want to continue to improve our bank for you - our customer.
This is why we need your "yes" vote. Your vote is important to us, and we,
therefore, are requesting that you sign the enclosed proxy card and return it
promptly in the enclosed postage-paid envelope. Failure to vote has the same
effect as voting against the conversion. If you have any questions about the
conversion, please call the stock center directly at (315) xxx-xxxx.
Please note that the Board of Directors unanimously recommends that you vote
"FOR" the conversion. Voting for the conversion does not obligate you to
purchase stock. Additionally, approval of the conversion will not affect the
terms or insurance of your accounts or loans at Savings Bank of the Finger
Lakes.
If you already returned your proxy cards, please accept our thanks and
disregard this request. Thank you for your consideration of this matter, and
please call our stock center at (315) xxx-xxxx or call me at (315) 789-3838
ext. 119 with any questions.
Sincerely,
G. Thomas Bowers
Chairman, President and CEO
The common stock is not a deposit or savings account and is not federally
insured or guaranteed. This is neither an offer to sell nor a solicitation of
an offer to buy stock. The offer is made only by the prospectus accompanied by
the stock order form.
================================================================================
<PAGE>
Placards to Post in Branches - 8 count (approx. 3' by 4' - to place in an easel)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Finger Lakes Bancorp LOGO
-------------------------
--------------------------------------------------------------------------------
Finger Lakes Bancorp, Inc., a newly formed Delaware corporation and the
proposed holding company for Savings Bank of the Finger Lakes, is selling up
to 2,122,545 shares of common stock.
--------------------------------------------------------------------------------
You are invited...
to a Community Investor Meeting & Reception
to learn about the bank's conversion and related offering of
common stock of Finger Lakes Bancorp.
June 12, 2000 June 13, 2000
7:00 p.m. 7:00 p.m.
Canandaigua Inn on the Lake Ramada Inn
770 S. Main Street 2310 N. Triphammer Road
Canandaigua, New York Ithaca, New York
June 14, 2000 June 15, 2000
7:00 p.m. 7:00 p.m.
Ramada Inn Holiday Inn
41 Lakeshore Drive 75 North Street
Geneva, New York Auburn, New York
Please join us as G. Thomas Bowers, Chairman, President and CEO and Terry
Hammond, Executive Vice President, CFO and Secretary of Savings Bank of
the Finger Lakes present information and answer your questions about the
bank's business focus and proposed conversion.
Investment professionals from Friedman, Billings, Ramsey & Co., Inc. will also
be presenting information regarding the bank's related offering of common stock.
Seating is Limited
Please call the Stock Center to make your reservation.
(315) xxx-xxxx
This invitation is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus accompanied by a
stock order form. The shares of Common Stock are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.
--------------------------------------------------------------------------------
<PAGE>
Newspaper announcement (all inclusive):
---------------------------------------
[LOGO]
--------------------------------------------------------------------------------
Finger Lakes Bancorp, Inc., a newly formed Delaware corporation and the
proposed holding company for Savings Bank of the Finger Lakes, is selling up
to 2,122,545 shares of common stock.
--------------------------------------------------------------------------------
You are invited...
to a Community Investor Meeting & Reception
to learn about the bank's conversion and related offering of
common stock of Finger Lakes Bancorp.
June 12, 2000 June 13, 2000
7:00 p.m. 7:00 p.m.
Canandaigua Inn on the Lake Ramada Inn
770 S. Main Street 2310 N. Triphammer Road
Canandaigua, New York Ithaca, New York
June 14, 2000 June 15, 2000
7:00 p.m. 7:00 p.m.
Ramada Inn Holiday Inn
41 Lakeshore Drive 75 North Street
Geneva, New York Auburn, New York
Please join us as G. Thomas Bowers, Chairman, President and CEO and Terry
Hammond, Executive Vice President, CFO and Secretary of Savings Bank of the
Finger Lakes present information and answer your questions about the bank's
business focus and proposed conversion.
Investment professionals from Friedman, Billings, Ramsey & Co., Inc. will also
be presenting information regarding the bank's related offering of common stock.
Seating is Limited
Please call the Stock Center to make your reservation.
(315) xxx-xxxx
This advertisement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus accompanied by a
stock order form. The shares of Common Stock are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.
<PAGE>
[Member Letter - Savings Bank of the Finger Lakes letterhead]
September XX, 2000
Dear Depositor:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public.
Now, we are embarking on the second-step of that process, in which we will
sell the remaining majority ownership in our company to depositors, current
shareholders, and, possibly, the general public. If you currently own any
shares, you will receive a letter of transmittal that will allow you to exchange
your current shares for new shares while retaining the same percentage ownership
in our company.
We are forwarding on this packet of information to you for several reasons.
First, we want our valued customers to better understand our corporate strategy,
business plan and vision for the future. I encourage you to read the enclosed
prospectus for a detailed discussion of our company including information
regarding our conversion and stock offering. The Question and Answer section at
the beginning of the prospectus addresses many questions you may have concerning
our company, the conversion and the stock offering.
Second, we would like you to vote "For" our proposed conversion and stock
offering. Every depositor of the bank has the right to vote. Attached to the
top of the blue and white order form is a proxy card. By filling out the proxy
card, detaching it and returning it in the enclosed blue envelope, your vote
will be cast at a Special Meeting of Members to be held on October X, 2000. The
Board of Directors encourages you to vote "For" the conversion.
Five years ago we asked our depositors to approve our first sale of stock, and
they granted us their permission to do so. With the new capital then raised, we
added banking offices in Ithaca, Canandaigua and Auburn and refurbished our two
branches in Geneva. Additionally, we expanded our products, doubled our loan
volume, extended our hours and installed automatic teller machines for customer
convenience. We want to continue to improve our bank for you - our customer.
Third, I invite you to consider investing in shares of our company. I want to
emphasize, however, that shares of common stock are not insured or guaranteed by
the bank, the government or any other agency. You are required to read the
entire prospectus carefully before deciding whether or not to invest in our
company. If you decide to purchase shares, please complete the enclosed blue
and white stock order form and certification form and return it in the white
return envelope with proper payment. We must receive all orders for stock by
12:00 noon on XXXday, October XX, 2000 at a branch of the bank or at the Stock
Center located in the main office of the bank.
In closing, I want to assure you that your deposits and loans with Saving Bank
of the Finger Lakes will not change due to the conversion. There will be no
change in the balance, interest rate or maturity of deposits or loans because of
the conversion, and your deposits will continue to be insured by the Federal
Deposit Insurance Corporation in the same capacity as before the conversion.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
M
<PAGE>
("Dark Blue Sky" Letter- Savings Bank of the Finger Lakes Letterhead)
September XX, 2000
Dear Depositor:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. We are taking this step because we believe it
will benefit existing shareholders by providing additional capital to allow the
company to continue to grow and build the franchise. Additionally, the sale of
more shares will increase the liquidity of the stock and the fully converted
charter will provide greater flexibility for the company. If you currently own
any shares, you will receive a letter of transmittal that will allow you to
exchange your current shares for new shares while retaining the same percentage
ownership in our company.
We are forwarding on this packet of information to you for primarily two
reasons. First, we want our valued customers to better understand our corporate
strategy, business plan and vision for the future. I encourage you to read the
enclosed Prospectus for a detailed discussion of our company including
information regarding our conversion and stock offering. The Question and
Answer section at the beginning of the prospectus addresses many questions you
may have concerning our company, the conversion and the stock offering.
Second, we would like you to vote "For" our proposed conversion and stock
offering. Every depositor of the bank has the right to vote. Attached to the
top of the blue and white order form is a proxy card. By filling out the proxy
card, detaching it and returning it in the enclosed blue envelope, your vote
will be cast at a Special Meeting of Members to be held on October X, 2000. The
Board of Directors encourages you to vote "For" the conversion.
Five years ago we asked our depositors to approve our first sale of stock, and
they granted us their permission to do so. With the new capital then raised, we
added banking offices in Ithaca, Canandaigua and Auburn and refurbished our two
branches in Geneva. Additionally, we expanded our products, doubled our loan
volume, extended our hours and installed automatic teller machines for customer
convenience. We want to continue to improve our bank for you - our customer.
Currently, we are conducting a stock offering to our depositors. However, the
company is unable to offer or sell its common stock to you because the small
number of eligible subscribers in your geographic location makes registration or
qualification of the common stock under the securities laws of your jurisdiction
impractical, for reasons of cost or otherwise. Accordingly, this letter should
be considered neither an offer to sell nor a solicitation of an offer to buy the
common stock of the company.
In closing, I want to assure you that your deposits and loans with Saving Bank
of the Finger Lakes will not change due to the conversion. There will be no
change in the balance, interest rate or maturity of deposits or loans because of
the conversion, and your deposits will continue to be insured by the Federal
Deposit Insurance Corporation in the same capacity as before the conversion.
If you have any questions about the conversion, please call our Stock Center
representatives at (315) xxx-xxxx.
Your vote is important to us, so I thank you in advance for returning the
proxy card in the envelope provided.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
B
<PAGE>
[Closed Account Letter - Savings Bank of the Finger Lakes Letterhead]
September XX, 2000
Dear Friend:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. We are taking this step because we believe
it will benefit existing shareholders by providing additional capital to allow
the company to grow and build the franchise. Additionally, the sale of more
shares will increase the liquidity of the stock, and the fully converted charter
will provide greater flexibility for the company. If you currently own any
shares, you will receive a letter of transmittal that will allow you to exchange
your current shares for new shares while retaining the same percentage ownership
in our company.
We are forwarding on this packet of information to you primarily for two
reasons. First, we want our present and past customers to better understand our
corporate strategy, business plan and vision for the future. Because you had a
deposit account at Savings Bank of the Finger Lakes within the past year and a
half, we are required to provide you with this packet of information. I
encourage you to read the enclosed Prospectus for a detailed discussion of our
company including information regarding our conversion and stock offering. The
Question and Answer section at the beginning of the prospectus addresses many
questions you may have concerning the company, the conversion and the stock
offering.
Second, I invite you to consider investing in shares of our company. I want
to emphasize, however, that shares of common stock are not insured or guaranteed
by the bank, the government or any other agency. You are required to read the
entire prospectus carefully before deciding whether or not to invest in our
company. If you decide to purchase shares, please complete the enclosed blue
and white stock order form and certification form and return it in the white
return envelope with proper payment. We must receive all orders for stock by
12:00 noon on XXXday, October XX, 2000 at a branch of the bank or at the Stock
Center located in the main office of the bank.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Your vote is important to us, so I thank you in advance for returning the
proxy card in the envelope provided.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
F
<PAGE>
(Prospective Investor Letter - Finger Lakes Bancorp, Inc. Letterhead)
September XX, 2000
Dear Prospective Investor:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. We are taking this step because we believe
it will benefit existing shareholders by providing additional capital to allow
the company to continue to grow and build the franchise. Additionally, the sale
of more shares will increase the liquidity of the stock and the fully converted
charter will provide greater flexibility for the company. If you currently own
any shares, you will receive a letter of transmittal that will allow you to
exchange your current shares for new shares while retaining the same percentage
ownership in our company.
We are forwarding on this packet of information to you primarily for two
reasons. First, we want all prospective investors to better understand our
corporate strategy, business plan and vision for the future. I encourage you to
read the enclosed prospectus for a detailed discussion of our company including
information regarding our conversion and stock offering. The Question and
Answer section at the beginning of the prospectus addresses many questions you
may have concerning our company, the conversion and the stock offering.
Second, I invite you to consider investing in shares of our company. I want
to emphasize, however, that shares of common stock are not insured or guaranteed
by the bank, the government or any other agency. You are required to read the
entire prospectus carefully before deciding whether or not to invest in our
company. If you decide to purchase shares, please complete the enclosed blue
and white stock order form and certification form and return it in the white
return envelope with proper payment. We must receive all orders for stock by
12:00 noon on XXXday, October XX, 2000 at a branch of the bank or at the Stock
Center located in the main office of the bank.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Your vote is important to us, so I thank you in advance for returning the
proxy card in the envelope provided.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
P
<PAGE>
[Broker Dealer Letter - FBR Letterhead]
September XX, 2000
To Whom It May Concern:
Friedman, Billings, Ramsey & Co., Inc., or FBR, is assisting Savings Bank of
the Finger Lakes in converting to a full stock holding company and selling
shares of common stock to depositors, current shareholders, and the general
public. FBR is a full-service investment banking, research and institutional
brokerage firm located outside of Washington, D.C. We are a member of the
National Association of Securities Dealers, and our on-site professionals at the
bank are registered representatives and are certified to sell stock.
At the request of Savings Bank of the Finger Lakes, we are enclosing materials
explaining the conversion and your opportunity to invest in shares of common
stock being offered to customers, shareholders and the community. Please read
the enclosed offering materials carefully. The company has asked us to forward
these documents to you in view of certain requirements of the securities laws in
your state. If you would like to place an order for shares of common stock,
please complete the enclosed blue and white stock order form and certification
form and return it in the white return envelope with proper payment. We must
receive all orders for stock by 12:00 noon on XXXday, October XX, 2000 at a
branch of the bank or at the Stock Center located in the main office of the
bank.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Very truly yours,
Friedman, Billings, Ramsey & Co., Inc.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
B
<PAGE>
(Registered Shareholder Letter- Finger Lakes Bancorp Letterhead)
September XX, 2000
Dear Shareholder:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. We are taking this step because we believe
it will benefit existing shareholders by providing additional capital to allow
the company to grow and build the franchise. Additionally, the sale of more
shares will increase the liquidity of the stock, and the fully converted charter
will provide greater flexibility for the company. You will receive a letter of
transmittal in the near future that will allow you to exchange your current
shares for new shares. As detailed in the prospectus, you will retain
essentially the same percentage ownership in the company after the conversion as
you had prior to the conversion.
We are forwarding on this packet of information to you for several reasons.
First, we want our shareholders to better understand our corporate strategy,
business plan and vision for the future. I encourage you to read the enclosed
prospectus for a detailed discussion of our company including information
regarding our conversion and stock offering. The Question and Answer section at
the beginning of the prospectus addresses many questions you may have concerning
our company, the conversion and the stock offering.
Second, we would like you to vote on our proposed conversion and stock
offering. Enclosed is a proxy card which should be completed and returned for
proper tabulation. Through the proxy card, your vote will be cast at a Special
Meeting of Shareholders to be held on June 2X, 2000. The Board of Directors
encourages you to vote "For" the conversion.
Third, I invite you to consider investing in additional shares of our company.
I want to emphasize, however, that shares of common stock are not insured or
guaranteed by the bank, the government or any other agency. You are required to
read the entire prospectus carefully before deciding whether or not to invest in
our company. If you decide to purchase shares, please complete the enclosed
blue and white stock order form and certification form and return it in the
white return envelope with proper payment. We must receive all orders for stock
by 12:00 noon on XXXday, October XX, 2000 at a branch of the bank or at the
Stock Center located in the main office of the bank.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
I thank you in advance for voting and returning your proxy card in the
envelope provided.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
R
<PAGE>
(Street Holder Proxy Letter -Finger Lakes Bancorp Letterhead )
September XX, 2000
Dear Shareholder:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. The shares of stock you currently own will
be exchanged for new shares, and you will retain essentially the same percentage
ownership in the company after the conversion as you had prior to the
conversion.
We are forwarding on this packet of information to you for primarily two
reasons. First, we want our shareholders to better understand our corporate
strategy, business plan and vision for the future. I encourage you to read the
enclosed prospectus for a detailed discussion of our company including
information regarding our conversion and stock offering. The Question and
Answer section at the beginning of the prospectus addresses many questions you
may have concerning our company, the conversion and the stock offering.
Second, we would like you to vote on our proposed conversion and stock
offering. Enclosed is a proxy card which should be completed and returned for
proper tabulation. Through the proxy card, your vote will be cast at a Special
Meeting of Shareholders to be held on October X, 2000. The Board of Directors
encourages you to vote "For" the conversion.
If you are interested in purchasing shares in the new offering, you must place
your order through our Stock Center located at the bank only. Do not attempt to
place any orders through your broker as they will not have the proper order
forms and your order will not be valid. Instead, you should call the Stock
Center at the number listed below.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Your vote is important to us, so I thank you in advance for returning the
proxy card in the envelope provided.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund or any other governmental
agency. This is neither an offer to sell nor a solicitation of an offer to buy
stock. The offer is made only by the prospectus accompanied by the stock order
form.
S1
<PAGE>
(Street Holder Reorg Letter -Finger Lakes Bancorp Letterhead )
September XX, 2000
Dear Shareholder:
I am pleased to be writing to you during this historic time for Savings Bank
of the Finger Lakes. Our Board of Directors has adopted a Plan of Conversion
that will allow us to convert to a full stock holding company and offer stock in
our company to our depositors as well as to the general public.
As you may recall, Savings Bank of the Finger Lakes converted to a mutual
holding company, or MHC, in the Fall of 1994. We sold approximately one third
of our stock to our depositors and the general public. Currently, we are
embarking on the second-step of that process, in which we will sell the
remaining majority ownership in our company to depositors, current shareholders,
and, possibly, the general public. You will receive a letter of transmittal in
the near future that will allow you to exchange your current shares for new
shares. The shares of stock you currently own will be exchanged for new shares,
and you will retain essentially the same percentage ownership in the company
after the conversion as you had prior to the conversion.
We are forwarding on this packet of information to you for primarily two
reasons. First, we want our shareholders to better understand our corporate
strategy, business plan and vision for the future. I encourage you to read the
enclosed Prospectus for a detailed discussion of our company including
information regarding our conversion and stock offering. The Question and
Answer section at the beginning of the prospectus addresses many questions you
may have concerning our company, the conversion and the stock offering.
Second, I invite you to consider investing in additional shares of our
company. I want to emphasize, however, that shares of common stock are not
insured or guaranteed by the bank, the government or any other agency. You are
required to read the entire prospectus carefully before deciding whether or not
to invest in our company. If you decide to purchase shares, please complete the
enclosed blue and white stock order form and certification form and return it in
the white return envelope with proper payment. We must receive all orders for
stock by 12:00 noon on XXXday, October XX, 2000 at a branch of the bank or at
the Stock Center located in the main office of the bank.
If you have any questions about the conversion, please call our
representatives at (315) xxx-xxxx or visit the Stock Center located at the main
office of the bank between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through
Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
G. Thomas Bowers
President and Chief Executive Officer
S2
<PAGE>
Community Meeting Investor Card (approx. 8" x 5", glossy)
---------------------------------------------------------
--------------------------------------------------------------------------------
Finger Lakes Bancorp LOGO
-------------------------
--------------------------------------------------------------------------------
Finger Lakes Bancorp, Inc., a newly formed Delaware corporation and the
proposed holding company for Savings Bank of the Finger Lakes, is selling up
to 2,122,545 shares of common stock.
--------------------------------------------------------------------------------
You are cordially invited to a
Community Investor Meeting & Reception
to learn about the bank's conversion and related offering of common
stock of Finger Lakes Bancorp.
June 12, 2000 June 13, 2000
7:00 p.m. 7:00 p.m.
Canandaigua Inn on the Lake Ramada Inn
770 S. Main Street 2310 N. Triphammer Road
Canandaigua, New York Ithaca, New York
June 14, 2000 June 15, 2000
7:00 p.m. 7:00 p.m.
Ramada Inn Holiday Inn
41 Lakeshore Drive 75 North Street
Geneva, New York Auburn, New York
Please join us as G. Thomas Bowers, Chairman, President and CEO and Terry
Hammond, Executive Vice President, CFO and Secretary of Savings Bank of the
Finger Lakes present information and answer your questions about the bank's
business focus and proposed conversion.
Investment professionals from Friedman, Billings, Ramsey & Co., Inc. will
also be presenting information regarding the bank's related offering of common
stock.
Seating is Limited
Please call the Stock Center to make your reservation.
(315) xxx-xxxx
This invitation is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus accompanied by a
stock order form. The shares of Common Stock are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund or any other
governmental agency.
--------------------------------------------------------------------------------
<PAGE>
-------------------------------------
Finger Lakes Bancorp, Inc. Logo
-------------------------------------
Community Meeting
September, 2000
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
--------------------------- ---------------------------------------------------
--------------------------------------------------------------------------------
The following presentation concerns an offering of common stock. As part of the
presentation, comparisons have been made with that of other financial
institutions. This information is from public sources that we believe to be the
most accurate and reliable, but can make no representations or warranties as
such.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the FDIC, the Bank Insurance Fund, the Savings
Association Insurance Fund or any other governmental agency. This is not an
offer to sell nor a solicitation of an offer to buy stock. The offer will be
made only by the Prospectus accompanied by the Stock Order Form and
Certification Form.
Prospective investors are urged not to rely solely on this presentation, but to
examine the Prospectus carefully.
--------------------------------------------------------------------------------
________________________________________________________________________________
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
--------------------------- ---------------------------------------------------
Savings Bank of the Finger Lakes
--------------------------------
Tom Bowers
Terry Hammond
Friedman, Billings, Ramsey & Co., Inc.
--------------------------------------
Dave Neiswander
Ryan Kelley
Sam Cross
________________________________________________________________________________
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
--------------------------- ---------------------------------------------------
Purpose: Provide information on the conversion of Savings Bank of the Finger
Lakes
Explain the stock offering of Finger Lakes Bancorp, Inc.
Agenda: Overview
Savings Bank of the Finger Lakes
The Stock Offering
Investment Highlights
________________________________________________________________________________
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
Overview
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
---------------------------------
Timeline for
[LOGO]
---------------------------------
--------------------------------------------------------------------------------
1910 Savings Bank chartered
Nov 1994 Initial MHC Reorganization completed
Aug 1998 Completed Mid-Tier Reorganization
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
----------------------------------
Timeline Continued...
----------------------------------
--------------------------------------------------------------------------
May 2000 Board adopted Plan of Conversion
Aug 2000 Plan filed with the OTS and SEC
Sep 2000 OTS and SEC approved the Plan
Offering materials mailed
Offering began
Oct 2000 Community Investor Meetings
Oct 2000 Offering ends
Special Meeting of Members & Shareholders
Close and Trade
---------------------------------------------------------------------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
----------------------------------------
Before the MHC Reorganization
----------------------------------------
--------------
Members Mutual Ownership [LOGO]
--------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
------------------------------------------
After the MHC Reorganization
------------------------------------------
--------------------------------
Finger Lakes Fincl. Corp.,
M.H.C.
--------------------------------
Mutual Ownership Majority Ownership
66.9%
------------- --------------------------- --------------
Members Finger Lakes Fincl. Corp. Minority
Stockholders
------------- --------------------------- --------------
Minority
Ownership
100% Ownership 33.1%
-----------------------
Savings Bank of the
Finger Lakes
-----------------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
--------------------------------------
After Full Conversion
After the Proposed Conversion
--------------------------------------
----------------------------
Finger Lakes Bancorp, Inc.
----------------------------
33.1% 66.9%
------------------- 100% --------------
Original Minority Ownership New
Stockholders Stockholders
------------------- --------------
---------------------
Savings Bank of the
Finger Lakes
---------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
--------------------------------
Reasons for the Conversion
--------------------------------
--------------------------------------------------------------------------------
. Raise additional capital
. Expand franchise
. Increase and diversify balance sheet
. Enhances corporate structure
. Participate in mergers and acquisitions
. Increased liquidity
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
----------------------------
Finger Lakes Bancorp Logo
----------------------------
----------------------
Business Strategy
----------------------
--------------------------------------------------------------------------------
. Controlled growth
. Expand market area
. Diversify lending
. Multi-family
. Commercial real estate
. Non-mortgage lending
. Maintain our asset quality
. Increase our fee and service income
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------------
Finger Lakes Bancorp Logo
-------------------------------
Office Locations
----------------
. Main office:
470 Exchange Street
Geneva, NY
. Pyramid Mall
Routes 5 and 20
Geneva, NY
. Seaway Plaza-Seneca
Falls
Routes 5 and 20
Seneca Falls, NY
. Commons
301 E. State Street
Ithaca, NY
. South Meadow
702 South Meadow
Street
Ithaca, NY
. Canandaigua
659 South Main Street
Canandaigua, NY
. Auburn
108 Genesee St.
Auburn, NY
[MAP OF FINGER LAKES REGION]
New York State
[LOGO]
<PAGE>
------------------------------
Finger Lakes Bancorp Logo
------------------------------
----------------------------
'Growing into Our Name'
----------------------------
--------------------------------------------------------------------------------
Date Deposits
Opened Location as of Jun 30 2000
------ -------- -----------------
1910 Main Office $88 M
1973 Pyramid Mall $31 M
1991 Seaway Plaza $23 M
1996 Ithica Commons $25 M
1997 Ithica South Meadow $23 M
1998 Canandaigua $19 M
2000 Auburn $8 M
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
----------------------------
Finger Lakes Bancorp Logo
----------------------------
--------------------------
Required Member Vote
--------------------------
----------------------------------------------------
We must receive a majority vote of the depositors
as of September 15, 2000 in order to proceed with
the conversion.
Please vote, sign and return all of your proxy cards
TODAY!
----------------------------------------------------
The Board of Directors recommends that you vote
"For" the conversion.
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
-----------------------------
Required Shareholder Vote
-----------------------------
--------------------------------------------------------------------------------
We must receive a majority of the votes cast by
shareholders of Finger Lakes Financial not held by
Finger Lakes Financial Corp., MHC
and
We must receive at least two-thirds of the outstanding
shares eligible to vote including shares held by Finger
Lakes Financial Corp., MHC
--------------------------------------------------------------------------------
The Board of Directors recommends that you vote
"For" the conversion.
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
Savings Bank of the
Finger Lakes
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
-----------------------
Total Assets
-----------------------
[GRAPH]
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
----------------------
Total Deposits
----------------------
[GRAPH]
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
----------------------
NPAs/Assets
----------------------
As of June 30, 2000
[GRAPH]
*Averages from The SNL Quarterly Thrift Digest, June 2000, March 31, 2000 data.
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------
Asset Composition
------------------------
As of June 30, 2000
[PIE CHART]
-------------------------------------------------------------------------
[_] Cash and Equivalents [_] Securities Available for Sale
[_] Investments Held to Maturity [_] Loans, Net
[_] Other
-------------------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
----------------------
Loan Composition
----------------------
As of June 30, 2000
[PIE CHART]
---------------------------------------------------------------------------
[_] 1-4 Family [_] Multi-family and commercial RE
[_] Construction [_] Commercial Bus.
[_] Home Equity and Prop. Equip. [_] Mobile Home
[_] Consumer
---------------------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
-----------------------
Deposit Composition
-----------------------
As of June 30, 2000
[PIE CHART]
------------------------------------------------------------------------
[_] CD's
[_] Savings
[_] Money Market
[_] Demand deposits and NOW accounts
------------------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
-----------------------
Net Income
-----------------------
[BAR CHART]
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
--------------------------
Non-Interest Income
--------------------------
[BAR CHART]
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
-------------------------
Strong Capitalization
-------------------------
[BAR CHART]
---------------------------------------------------------------------------
[_] Requirement [_] Current Capital [_] Capital after Conversion*
---------------------------------------------------------------------------
* Capital after Conversion assumes issuance of 2,380,000 shares, the minimum of
the Offering Range.
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
The Stock Offering
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
---------------------
Offering Overview
---------------------
------------------------------------------------------------------------
Total Shares Offered: Between 1,593,259 and 2,478,932 shares
Exchange Shares: Between 786,741 and 1,224,068
Price of Shares: $7.00 per share
How to Order: Complete stock order form
Offering Deadline: 12:00 noon on October XX, 2000
Ticker Symbol: "FLBC"
------------------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------
Purchase Limitations
------------------------
--------------------------------------------------------------
Minimum Purchase: 25 shares ($175.00)
Individual Limitations: .May purchase up to 5% of the
total shares offered (93,724 at the
midpoint of the offering range)
Individual Limitations: .May not own more than 5% of
For Current total outstanding shares including
Shareholders exchange shares received (140,000
shares at the midpoint of the
offering range)
--------------------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------------
Group Purchase Limitations
------------------------------
-----------------------------------------------------
Group Limitations: Same as individual limitations,
but applied to a group
Group Definition: A group includes any person or
persons on a single account
together with associates of and
persons acting in concert with
such person
-----------------------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------------------------------------
-------------------------
Independent Appraisal
-------------------------
Finger Lakes is valued by an Independent
Appraiser
[PICTURE]
Appraisal = $19,600,000
-------------------------------------------------------------------------------
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------------------------------------
-------------------------
After Full Conversion
After the Conversion
-------------------------
[GRAPH APPEARS HERE]
-------------------------------------------------------------------------------
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------------------------------------
---------------------
Valuation
---------------------
------------------------------------------------
The new shareholders will be purchasing
66.9% of Finger Lakes Bancorp, Inc.
Valuation $19,612,855
New Shareholders 66.9%
Midpoint of Offering $13,121,000
-------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
------------------------------------------------------
----------------------
Offering Range
----------------------
---------------------------------------------
An offering range of 15% below and 15%
above the Appraisal is required.
Minimum $11,153,000
Midpoint $13,121,000
Maximum $15,089,000
Maximum, as adjusted $17,353,000
---------------------------------------------
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
------------------------
Exchange Ratio
------------------------
The Exchange Ratio will be based upon
where the offering closes
<TABLE>
<CAPTION>
Total Shares
Conversion Stock of Common
to be Issued Exchange Shares Stock to be Exchange
Amount Percent Amount Percent Outstanding Ratio
<S> <C> <C> <C> <C> <C> <C>
Minimum 1,593,259 66.9% 786,741 33.1% 2,380,000 0.6667
Midpoint 1,874,485 66.9% 925,515 33.1% 2,800,000 0.7843
Maximum 2,155,593 66.9% 1,064,407 33.1% 3,220,000 0.9020
Maximum as adj. 2,478,932 66.9% 1,224,068 33.1% 3,703,000 1.0373
</TABLE>
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
---------------------------------
Current Shareholder Example
---------------------------------
--------------------------------------------------------------------------------
Currently Owns 100 Shares
Price/Share $6 11/16
Value of Investment $668.75
Current Price/ Book Value 121%
<TABLE>
<CAPTION>
After Exchange
--------------
Minimum Midpoint Maximum Super-Max
------- -------- ------- ---------
<S> <C> <C> <C> <C>
Exchange Ratio 0.6667 0.7843 0.9020 1.0373
New Number of Shares 67 78 90 103
Price/Share $ 7.00 $ 7.00 $ 7.00 $ 7.00
Value of Investment $ 469 $ 546 $ 630 $ 721
PF Book Value Per Share $ 12.06 $ 10.86 $ 9.99 $ 9.23
PF Price/ Book Value 58% 64% 70% 76%
--------------------------------------------------------------------------------------------
</TABLE>
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
----------------------------
Preference Categories
----------------------------
--------------------------------------------------------------------------------
Subscription Offering
I. Eligible Depositors Depositors with $50 or more on account as of
Dec. 31, 1998
II. ESOP
III. Supplemental Depositors Depositors with $50 or more on account as of
Jun. 30, 2000
IV. Other Members Depositors with $50 or more on account as of
September 15, 2000
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
-------------------------------
Preference Categories
-------------------------------
--------------------------------------------------------------------------------
Public Shareholders Offering
V. Eligible Shareholders Owners of Finger Lakes Financial stock as of
September 15, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Community Offering
VI. Local Community Residents of Seneca, Ontario, Cayuga, Tompkins,
Wayne and Yates Counties, New York
VII. General Public
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
Investment Highlights
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
----------------
Investment Risks
----------------
.We own property that has environmental liability
.Increases in interest rates may cause earnings to decline and decrease the
value of our mortgage-backed securities classified as available for sale
.Our low return on equity after the stock offering may cause our common stock
to decline
.You may not be able to sell your shares when you desire, or for $7.00 or
more per shares
.Our stock price may decline
Additional risk factors are outlined in the Prospectus.
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
----------------
Investment Risks
----------------
Remember...
-----------------------------------------
Shares of Common Stock are NOT insured or
Guaranteed by the Bank, the FDIC, or any
Government Agency
-----------------------------------------
[LOGO]
<PAGE>
-------------------------
Finger Lakes Bancorp Logo
-------------------------
---------------------
Investment Highlights
---------------------
---------------------
. Comp Group Analysis
---------------------
------------------------
. Recent Market Activity
------------------------
---------------
. No Commission
---------------
-----------------
. Dividend Policy
-----------------
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
---------------------------------
Index Performance since 1/1/97
---------------------------------
[Graph Appears here]
Percent Change
01/02/97
03/10/97
05/19/97
07/28/97
10/06/97
12/15/97
02/23/98
05/04/98
07/13/98
09/21/98
11/30/98
02/08/99
04/19/99
06/28/99
09/06/99
11/15/99
01/24/00
05/22/00
07/31/00
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
----------------------------
---------------------
Comparable Groups
---------------------
Assuming sale of 1,874,485 shares
--------------------------------------------------------------------------------
Update Price/Book Price/EPS
-------------------------------
Finger Lakes Bancorp, Inc.: 64.46% 17.50x
/1/
Medians for New York Thrifts : 103.49% 14.54x
/1,2/
Medians for Comp Group : 93.43% 12.07x
--------------------------------------------------------------------------------
1. Medians as of May XX, 2000
2. Consists of nationwide thrifts with assets between $250 mln and $500 mln and
equity to assets between 7.5% and 12.5%
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
---------------------------
----------------------
New York M & A
----------------------
Recent Mergers and Acquisitions in Upstate New York
<TABLE>
<CAPTION>
Price/ Price/ Price/
T. Book EPS Deps.
Announce Deal Anncmt. Anncmt. Anncmt.
Buyer/ Target Date Status (%) (x) (%)
<S> <C> <C> <C> <C> <C> <C>
BSB Bancorp Inc./ Skaneateles Bncp 01/25/1999 Completed 219.94 26.56x Update
CNB Bancorp Inc./ Adirondack Finl Svcs 01/23/1999 Completed 162.48 47.77x Update
Hudson River Bancorp/ SFS Bancorp Inc. 05/17/1999 Completed 128.45 13.72x Update
Niagara Bancorp Inc./ Albion Banc Corp. 08/30/1999 Completed 182.50 40.38x Update
Niagara Bancorp Inc./ CNY Financial Corp. 12/29/1999 Pending 130.03 27.57x Update
Niagara Bancorp Inc./ Iroquois Bancorp 03/27/2000 Pending 203.36 16.96x Update
North Country Svgs/ Canton FS&LA 01/15/1999 Completed NA NA Update
Tompkins Trustco/ Letchworth Indepdnt 08/02/1999 Completed NA 23.14x Update
TrustCo Bk Corp - NY/ Landmark Finl Corp. 02/21/2000 Pending 165.75 NM Update
Update Average 170.36 28.01x #DIV/0!
Median 165.75 26.56x #NUM!
</TABLE>
[LOGO]
<PAGE>
--------------------------
Finger Lakes Bancorp Logo
--------------------------
--------------------
Dividend Policy
--------------------
----------------------------------------------
Finger Lakes Bancorp intends to pay a cash
dividend commencing with the first quarter
following the conversion
----------------------------------------------
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
---------------------
No Commissions
---------------------
------------------------------------------------
When purchasing shares in the conversion,
you will pay NO commissions.
The purchase price per share is $7.00.
------------------------------------------------
[LOGO]
<PAGE>
----------------------------
Finger Lakes Bancorp Logo
----------------------------
------------------------
How to Order Stock
------------------------
--------------------------------------------------------------------------------
. Complete the Stock Order Form
. Sign the Stock Order Form
. Sign the Certification Form
. Include payment
1. Check (payable to Finger Lakes Bancorp, Inc.)
2. Withdrawal (indicate on the Stock Order Form)
3. IRA (coordinate with Stock Center ASAP)
----
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
--------------------
Offering Deadline
--------------------
---------------------------------------------
All Stock Order Forms MUST be
returned to the Stock Center or a branch
of the bank by 12:00 noon, Eastern time,
on September XX, 2000
---------------------------------------------
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
--------------------
Questions?
--------------------
----------------------------------------------------------
Please direct all conversion related questions to the
Stock Center located at the main office of the bank:
470 Exchange Street
Geneva, New York 14456
(xxx) xxx-xxxx
----------------------------------------------------------
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
Employees
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
-------------------
Employee Do's
-------------------
--------------------------------------------------------------------------------
. Be enthusiastic
. Refer potential purchasers to the Stock Center
. Ask questions of the Stock Center
. Collect Proxies in sealed envelopes and forward to the Stock Center
. Collect stock order forms and forward them on to your branch manager for
further delivery to the Stock Center
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
---------------------------
Finger Lakes Bancorp Logo
---------------------------
---------------------
Employee Dont's
---------------------
--------------------------------------------------------------------------------
. Sell stock
. Answer difficult questions- refer to Stock Center
. Open mail addressed to the Stock Center
. Deposit checks or place holds for stock purchase
. Open proxy envelopes- forward to the Stock Center
--------------------------------------------------------------------------------
[LOGO]
<PAGE>
----------------------------
Finger Lakes Bancorp Logo
----------------------------
-----------------------
Tentative Schedule
-----------------------
--------------------------------------------------------------------------------
Sep XX Offering materials mailed
Sep XX Stock Center opens
Oct XX Community Meetings
Oct XX Offering expires at Noon
Oct XX Special Meeting of Members
Special Meeting of Shareholders
Oct XX Tentative target for closing of offering and trading
--------------------------------------------------------------------------------
[LOGO]
