PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIRST LEESPORT BANCORP, INC.
(Name of Registrant as Specified in its
Charter)
Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction
applies:
2) Aggregate number of securities to which transaction
applies:
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transaction
computed pursuant to Exchange Act Rule 0-11:
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5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
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previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
FIRST LEESPORT BANCORP, INC.
_______________
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
to be held April 14, 1998
_______________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of First Leesport Bancorp, Inc. (the
"Company") will be held on April 14, 1998 at 1:30 P.M. (Eastern
Time) at the Leesport Market and Auction, R.D. #1, Leesport,
Pennsylvania, for the following purposes:
(1) To elect four Class I directors to hold
office for
three years from the date of election and until their respective
successors shall have been elected and qualified (Matter No. 1).
(2) To approve the appointment of Beard &
Company,
Inc. as the Company's independent auditors for 1998 (Matter
No. 2).
(3) To transact such other business as may
properly be
presented at the Meeting or any adjournment or adjournments
thereof.
Only stockholders of record at the close of business on
March 6, 1998, will be entitled to notice of, and to vote at, the
Meeting.
STOCKHOLDERS ARE URGED TO SIGN, DATE, AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
BY ORDER OF THE BOARD OF
DIRECTORS
JOHN T. CONNELLY
President
March 9, 1998
<PAGE>
PROXY STATEMENT
For Annual Meeting
April 14, 1998
INTRODUCTION
The Company
First Leesport Bancorp, Inc. (the "Company") is a
Pennsylvania business corporation headquartered at 133 North
Centre Avenue, Leesport, Pennsylvania 19533. The Company was
organized as a bank holding company on January 1, 1986, with The
First National Bank of Leesport (the "Bank") as a wholly owned
subsidiary of the Company. The Bank is presently the only
subsidiary of the Company. The Bank provides full service
commercial and consumer banking services through offices in
Leesport, Blandon, Reading, Wyomissing Hills, Wernersville, and
Hamburg, Berks County, Pennsylvania.
Solicitation of Proxies
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of the Company
for use at the Company's Annual Meeting of Stockholders to be
held April 14, 1998 (the "Meeting"). The expense of soliciting
proxies will be borne by the Company. It is expected that the
solicitation of proxies will be primarily by mail. The Company's
directors, officers and employees may also solicit proxies
personally and by telephone.
The execution and return of the enclosed proxy will not
affect a stockholder's right to attend the Meeting and vote in
person. Any stockholder filing a proxy may revoke it at any time
before it is exercised by either submitting to the Secretary of
the Company a written notice of its revocation or a subsequently
executed proxy, or by attending the Meeting and electing to vote
in person. Only stockholders of record at the close of business
on March 6, 1998, are entitled to notice of, and to vote at, the
Meeting. On that date there were 1,191,171 shares of the
Company's common stock outstanding, each of which will be
entitled to one vote at the Meeting. This Proxy Statement and
the accompanying Proxy Card were first mailed to stockholders on
or about March 9, 1998.
If the enclosed proxy is appropriately marked, signed and
returned in time to be voted at the Meeting, the shares
represented by the proxy will be voted in accordance with the
instructions marked thereon. Signed proxies not marked to the
contrary will be voted "FOR" the election, as directors, of the
Board of Directors' nominees (see Matter No. 1 - Election of
Directors), and "FOR" approval of appointment of Beard & Company,
Inc. as the Company's auditors for 1998 (see Matter No. 2 -
Appointment of Auditors). Signed proxies will be voted "FOR" or
"AGAINST" each other matter that properly comes before the
Meeting or any adjournment or adjournments thereof, in the
discretion of the persons named as proxyholders.
The Company's annual report for the year ended December
31,
1997, is enclosed with this Proxy Statement and is furnished to
stockholders for information only and no part thereof is
incorporated by reference herein.
<PAGE>
MATTER NO. 1
ELECTION OF DIRECTORS
The By-laws of the Company (the "By-laws") provide that
the
Company's business shall be managed by a Board of Directors of
not less than five and not more than twenty-five persons. The
Board of Directors of the Company, as provided in the By-laws, is
divided into three classes: Class I, Class II and Class III,
with each class being as nearly equal in number as possible.
As of March 6, 1998, the Board of Directors consisted of
10 members, with four members in Class I, three members in
Class II, and three members in Class III.
Under the By-laws, a vacancy in the Board of Directors is
filled by the remaining members of the Board. If the vacancy is
other than from an increase in the size of the Board, the
director elected to fill the vacancy will become a member of the
same class of director in which the vacancy existed. By
comparison, persons elected by the Board of Directors in
connection with an increase in the size of the Board are
designated by the Board of Directors as belonging to either
Class I, Class II, or Class III. In either case, the By-laws
further provide that each director so elected remains a member of
the Board of Directors until his or her successor is elected by
the stockholders at the next annual meeting of stockholders, or
at any prior special meeting duly called for that purpose.
The term of office for each director in Class I expires on
the date of the Annual Meeting of Stockholders on April 14, 1998.
Accordingly, four Class I directors have been nominated for
election at the Meeting.
The four nominees for Class I receiving the highest number
of votes at the Meeting will be elected to serve as directors.
The term of office for those nominees elected as Class I
directors at the Meeting will expire in 2001.
It is the intention of the persons named as proxyholders
to
vote, in their discretion, all shares that they represent for the
election of the four Class I nominees.
The By-laws permit nominations for election to the Board
of
Directors to be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors.
Nominations for directors made by stockholders, other than those
made by management of the Company, must be made by notice in
writing to the Secretary of the Company no less than twenty days
prior to the Meeting. The notification should contain the
following information, to the extent known by the notifying
stockholder: (1) the name and address of each proposed nominee;
(2) the principal occupation of each proposed nominee; (3) the
total number of shares of capital stock of the Company that will
be voted for each proposed nominee; (4) the name and address of
the notifying stockholder; and (5) the number of shares of
capital stock of the Company owned by the notifying stockholder.
Nominations not made in accordance with the foregoing
procedure may be disregarded by the presiding officer at the
Meeting. Additionally, the nominee must be qualified to serve as
a director of the Company. The By-laws require a director to be
a stockholder of the Company, to have had his principal residence
in Berks County, Pennsylvania for at least one year prior to the
time of election, and to be under the mandatory retirement age,
which precludes nomination and election of a person who would
reach the age of 70 at any time during his or her term, if
elected. The mandatory retirement age set forth in the By-laws
does not apply to John T. Connelly.
As of the date of this Proxy Statement, the Company has
not
received a notice of nomination for election as a director from
any stockholder.
Any stockholder who wishes to withhold authority from the
proxyholders to vote for the election of directors or to withhold
authority to vote for any individual nominee may do so by marking
his or her proxy to that effect. No proxy may be voted for a
greater number of persons than the number of nominees named. If
any nominee should become unable to serve, the persons named in
the proxy may vote for another nominee. The Company's
management, however, has no present reason to believe that any
nominee listed below will be unable to serve as a director, if
elected.
The following table sets forth information concerning the
nominees for election as directors and the continuing directors,
including their principal occupations or employment during the
past five years and their ownership of common shares of the
Company as of February 28, 1998. Each of these persons is
presently a director of the Company.
<PAGE>
<TABLE>
<CAPTION>
Name, Address, and
Percent of
Principal Occupation During Shares of
Common Total Shares
Past 5 years Age Director Since Stock
Owned Outstanding
NOMINEES FOR CLASS I DIRECTORS TO SERVE UNTIL 2001
<S> <C> <C> <C>
<C>
JOHN T. CONNELLY 62 1976(1)
6,581(2) .55%
Reading, Pennsylvania
President and Chief Executive
Officer of the Company since
1976.
KAREN A. RIGHTMIRE 50 1994
216 .02%
Reading, Pennsylvania
President, United Way
of Berks County, Pennsylvania
since 1989
RICHARD L. HENRY 49 1994
1,350 .11%
Wyomissing, Pennsylvania
President of RLH Enterprises,
Inc. (car wash) and President
of Manor Equipment, Inc.
Lawn/Garden Equipment Retailer
ALFRED J. WEBER 45 1995
211 .02%
Reading, Pennsylvania
President, Tweed Weber, Inc.
(management consulting firm)
<CAPTION>
CONTINUING CLASS II DIRECTORS SERVING UNTIL 1999
<S> <C> <C> <C>
<C>
WILLIAM J. KELLER 64 1986
6,317(3) .53%
Fleetwood, Pennsylvania
President of William J.
Keller Mobile Homes, Inc. (a
mobile home retailer).
MICHAEL D. MATHIAS 39 1993
219(2) .02%
Leesport, Pennsylvania
President of Insurance
Office, Ltd. since 1985.
LOUIS D. BRUNO 61 1996(4)
1,316(2) .11%
Reading, Pennsylvania
Senior Vice President of
Rose Corporation (an industrial
manufacturing and service
corporation)
<PAGE>
<CAPTION>
Name, Address, and
Percent of
Principal Occupation During Shares of
Common Total Shares
Past 5 years Age Director Since Stock
Owned Outstanding
CONTINUING CLASS III DIRECTORS SERVING UNTIL 2000
<S> <C> <C> <C>
<C>
HARRY J. O'NEILL III 48 1984(1)
216 .02%
Leesport, Pennsylvania
President of O'Neill
Financial, Inc. (personal
holding company)
JOSEPH M. FABRIZIO 49 1992
329 .03%
Reading, Pennsylvania
Senior Vice President/Director
of Stores for Boscov's
Department Stores, Inc. (a
department store with
approximately $700 million
in annual sales).
DANIEL W. WEIST 43 1993
300 .03%
Leesport, Pennsylvania
Vice President of Leesport
Farmers Market, Inc. since
1985.
All Directors and Executive
20,969 1.76%
Officers as a Group (16
persons)
_______________
</TABLE>
(1) With respect to John T. Connelly and Harry J. O'Neill,
III,
the period indicated includes the period served as
director
of the Bank.
(2) All shares are owned jointly with his wife.
(3) Includes 6,120 shares owned jointly with his wife.
(4) Previously served as a director of the Company from 1990
to
1993.
<PAGE>
ADDITIONAL INFORMATION
Board and Committee Meetings
During 1997, the Company's Board of Directors met 9 times
and the Bank's Board of Directors met 12 times.
The Company's Board of Directors has created an Executive
Committee and is authorized, under the Company's By-laws, to
create such other committees as it deems appropriate. At
present, no other committees have been established, and other
committee functions are presently performed by committees of the
Bank's Board. The Bank's Board has an Executive Committee, Audit
Committee, Asset Liability Committee, Compensation Committee,
Executive Credit Committee, CRA Committee and Insurance
Committee. There is no Nominating Committee.
The Executive Committees of the Bank and the Company met
10
times during 1997. The Executive Committees may exercise the
authority of the respective Boards to the extent permitted by law
during intervals between meetings of such Boards. The members of
the Executive Committee of the Company and the Bank are John T.
Connelly, Joseph M. Fabrizio, Karen A. Rightmire, Alfred J.
Weber, Gary W. Krick, Richard L. Henry, G. Edward Sturtevant and
Janet L. McIlhenny.
The Audit Committee of the Bank, which met 4 times during
1997, is responsible for reporting to the Board on the general
financial condition of the Bank and the results of the annual
audit, and is responsible for ensuring that the Bank's activities
are being conducted in accordance with law and the rules and
regulations established by the Comptroller of the Currency and
other regulatory and supervisory authorities. The Audit
Committee also reviews the work of the Loan Review Officer and
Security Officer in accordance with such supervisory regulations.
In addition, the Audit Committee recommends to the Board the
services of a reputable public accounting firm who the Board then
appoints at the annual reorganization meeting of the Board. The
members of the Audit Committee are Louis D. Bruno, Daniel W.
Weist and William J. Keller.
The Compensation Committee of the Bank, which met 5 times
in
1997, is responsible for recommending to the Board the
compensation levels and packages of the Bank's employees. The
members of the Compensation Committee are Michael D. Mathias,
Shelia L. Reppert, William J. Keller, John T. Connelly, and
Richard L. Henry.
The Asset Liability Committee, which met 9 times during
1997, is responsible for monitoring interest rate sensitivities
of the Bank's assets and liabilities and matching the maturities
on the Bank's assets and liabilities. The members of the Asset
Liability Committee are John T. Connelly, G. Edward Sturtevant,
Gary W. Krick, Frederick P. Henrich, Michael D. Mathias, and
Janet McIlhenny.
The Executive Credit Committee, which met 6 times during
1997, is responsible for approving credits up to limits
established by the Board of Directors, for reviewing in detail
the status of delinquent loans and the overall rate of
delinquency of the loan portfolio. The members of the Executive
Credit Committee are G. Edward Sturtevant, John T. Connelly,
Daniel W. Weist, William J. Keller, Richard L. Henry, Van D.
Benedict and Robert H. Roth.
The Insurance Committee, which met 1 time during 1997, is
responsible for reviewing and making recommendations to the Board
concerning the Company's insurance coverages. The members of the
Insurance Committee are Michael D. Mathias, Frederick P. Henrich
and Gary W. Krick.
The CRA Committee, which met 8 times in 1997, consists of:
G. Edward Sturtevant, John T. Connelly, Janet L. McIlhenny,
Tina M. Ziolkowski, R. Terry Shoemaker, Louise M. Jenkins,
Holly A. Balatgek, Connie Miller, and Karen A. Rightmire. The
purpose of the CRA Committee is to identify and address community
credit needs through outreach to community groups, evaluate the
Bank's written Community Reinvestment Act ("CRA") policy, provide
for internal training of all levels of bank employees and
directors, and ensure compliance with the CRA performance
category guidelines.
During 1997, all of the directors of the Company attended
at
least 75% of the aggregate of all meetings of the Company's Board
of Directors and the Bank Board committees on which they served.
Directors who are not officers of the Company or of the
Bank
receive an annual fee of $1,500 and $300 for each meeting of the
Bank's Board of Directors and $150 for each Bank Board committee
meeting that they attend. In addition, the Secretary of the
Board of Directors receives $750 per year. Directors receive no
fees for attending meetings of the Company's Board of Directors.
Certain directors have entered into agreements with the Bank
providing for the deferral of part or all of the fees payable to
them by the Bank. See "Deferred Compensation and Salary
Continuation Agreements" herein.
The Company and the Bank maintain a directors and officers
liability insurance policy. The policy covers all directors and
officers of the Company and the Bank for certain liability, loss,
damage, and expense that they may incur in their capacities as
such. To date, no claims have been filed under this insurance
policy.
Executive Officers
The following table sets forth certain information for
each
of the Company's executive officers as of February 28, 1998:
<TABLE>
<CAPTION>
Percent of
Shares of
Total
Position Common
Shares Principal Occupation
Name, Address, and Position Held Stock
Out- for
Held with the Company(1) Age Since Owned
standing Past 5 Years
<S> <C> <C> <C> <C>
<C>
JOHN T. CONNELLY 62 1986 6,581(2)
.55% President of Company
Reading, Pennsylvania
since 1986.
President and Chief
Executive Officer
GARY W. KRICK 51 1986 3,264(3)
.27% Vice President of
Reading, Pennsylvania
Company since 1986.
Vice President
FREDERICK P. HENRICH 38 1986 82(2)
.01% Treasurer of the
Wernersville, Pennsylvania
Company since January
Treasurer and Chief
1986 and Chief
Financial Officer
Financial Officer of
the Bank since
January 1990.
G. EDWARD STURTEVANT 46 1988 251(2)
.02% Vice President of the
Mertztown, Pennsylvania
Bank and Senior Loan
Vice President and Senior
Officer since 1988.
Loan Officer of the Bank
M. JANE LAUSER, 54 1989 187(4)
.02% Vice President of the
Leesport, Pennsylvania
Bank since May 1989.
Vice President of the Bank
SHEILA L. REPPERT 46 1996 30(5)
.01% Vice President of the
Bethel, Pennsylvania
Bank since 1996;
Vice President of the Bank
Human Resources
Officer prior to that
since 1987
JANET L. MCILHENNY 42 1996 100(2)
.01% Vice President of the
Fleetwood, Pennsylvania
Bank since 1996; Vice
Vice President of the Bank
President of Great
Valley Savings Bank
prior to that since
1985
All executive officers as 10,495
.88%
a group (seven persons)
_______________
</TABLE>
(1) All of the officers are elected annually at the
reorganization meeting of the Board of Directors to serve
until the next annual reorganization meeting of the Board
of
Directors and until their successors are elected and
qualified, unless sooner removed by the Board of
Directors.
(2) All shares owned jointly with his or her spouse.
(3) Includes 2,803 shares owned jointly with his wife and 324
shares owned jointly with his sons.
(4) Includes 161 shares owned jointly with her husband and 26
shares owned jointly with her son.
(5) All shares owned jointly with her daughter.
Executive Compensation
The following table sets forth certain information with
respect to the compensation of the Company's President and Chief
Executive Officer. No other executive officer of the Company had
total cash compensation which exceeded $100,000 in the fiscal
year
ended December 31, 1997.
<TABLE>
<CAPTION>
SUMMARY OF COMPENSATION
Annual Compensation
(a) (b) (c) (d)
(e) (f)
All other
Name and
Other Annual Compensation
Principal Position Year Salary(1) Bonus
Compensation (2)(3)(4)
<S> <C> <C> <C> <C>
<C>
John T. Connelly, 1997 $116,000 $32,452
$0 $42,144
President and Chief 1996 112,000 13,375
$0 $38,301
Executive Officer 1995 107,000 21,960
$0 $0
_________________
</TABLE>
(1) The amount indicated includes amounts which were deferred
pursuant to the Bank's 401(k) plan. The Bank adopted a
defined contribution plan under Section 401(k) of the
Internal
Revenue Code during 1990. Under the 401(k) plan,
employees
who elect to participate may elect to have his or her
earnings
reduced and to cause the amount of such reduction to be
contributed, on his or her behalf, to the 401(k) plan's
relating trust in an amount from 1% to 10% of his or her
earnings. The Bank will make a matching contribution
equal to
50% of the employees' salary reduction up to a maximum of
3.5%
of the employee's salary. Any employee who has reached
the
age of 21 and has worked 1,000 hours in a plan year is
eligible to participate in the 401(k) plan.
(2) The amount indicated reflects no portion of the
contribution
made by the Bank to the Bank's noncontributory pension
plan,
which is a defined benefit plan, because such contribution
is
determined actuarially for all participants in the
aggregate
and is not allocable to any one participant or group of
participants.
(3) The Company provides other benefits to certain executive
officers in connection with their employment. The value
of
such personal benefits which is not directly related to
job
performance is not included in the table above because the
value of such benefits does not exceed the lesser of
$50,000
or 10% of the salary and bonus paid to the named
individual.
(4) Represents cost of purchasing life insurance policy to
fund
obligation under Salary Continuation Agreement. The
Company
does not provide any stock option plan or any other
long-term
incentive plan.
Executive Employment Agreement
The Company and the Bank have entered into an employment
agreement dated October 15, 1997 with John T. Connelly. The
employment agreement provides that Mr. Connelly will assist the
Company and the Bank in locating and selecting his successor as
President and Chief Executive Officer of the Company and the
Bank.
Concurrently with the hiring of his successor to those positions,
Mr. Connelly is to be elected as Chairman of the Board of
Directors
of the Company and the Bank. As Chairman of the Board,
Mr. Connelly will be a full time employee and will be entitled to
an annual base salary of $116,000 and will participate in all of
the Company's employee benefit plans except any executive
incentive
plan. The employment agreement terminates on July 31, 2000
unless
terminated earlier for Cause or Disability (both as defined in
the
Severance Agreement dated January 1, 1991 between the Company and
Mr. Connelly). Absent a change in control (as defined in the
Severance Agreement), Mr. Connelly's employment can be terminated
upon thirty days written notice, in which event Mr. Connelly will
be entitled to receive his annual base salary and other employee
benefits until July 31, 2000.
Severance Agreement
In January 1991, the Company entered into an agreement
with
John T. Connelly that provides that, in the event of a "change in
control" of the Company or the Bank, if Mr. Connelly's employment
is terminated or if he resigns as a result of diminution in
position, compensation or benefits, reassignment to a location
beyond 25 miles from Leesport, Pennsylvania, or significantly
increased travel requirements, he will be entitled generally to a
lump sum payment equal to 2.99 times his base compensation. The
payment to which Mr. Connelly is entitled decreases at six month
intervals if his termination or resignation occurs after he
attains
age 62-1/2. The agreement has a two year term with automatic
annual renewal for a period of two years unless the other party
gives notice of nonrenewal, in which case the agreement continues
until the end of the current term. The compensation payable
under
the agreement in the event of a "change in control" will not be
reduced by any compensation or benefits payable by a subsequent
employer.
Deferred Compensation and Salary Continuation Agreements
The Bank has entered into agreements with certain
directors of
the Bank that permit the director to defer part or all of his
director fees until the director ceases to be a director of the
Bank. Interest accrues on the deferred fees at an annual rate of
8%. The director is an unsecured creditor of the Bank with
respect
to such deferred fees. The agreements also provide that if the
director dies or becomes disabled while a director of the Bank,
the
director receives certain death or disability benefits. The
Company has purchased whole life insurance policies on the
directors to fund its obligations under these agreements.
The Bank has entered into agreements with certain of its
executive officers that provide for monthly payments to the
officer
if such officer's employment is involuntarily terminated without
cause before age 65 for reasons other than death, disability or a
change in control of the Bank or the Company. In addition, the
officer is entitled to such monthly payments if the officer
terminates his employment on or after age 65 or if the officer's
employment is terminated (whether voluntarily or involuntarily)
for
reasons other than death, disability, or retirement within 36
months after a "change in control" has occurred. A "change in
control" is deemed to have occurred if the transfer of 51% or
more
of the Bank's or the Company's outstanding voting stock has
occurred in a transaction or series of related transactions. The
agreements also provide for the payment of such benefits to the
officer if such officer dies while employed by the Bank. In
addition, the agreements provide for disability benefits and for
certain reduced benefits upon retirement on or after age 60 but
prior to age 65. The Bank has purchased certain whole life
insurance policies on its officers to fund its obligations under
these agreements.
Legal Proceedings
The nature of the Bank's business generates a certain
amount
of litigation involving matters arising in the ordinary course of
business. In the opinion of the management of the Bank, there
are
no proceedings pending to which the Bank is a party or to which
its
property is subject, that, if determined adversely to the Bank,
would be material in relation to the Bank's stockholders' equity
or
financial condition, nor are there any proceedings pending other
than ordinary routine litigation incident to the business of the
Bank. In addition, no material proceedings are pending or are
known to be threatened or contemplated against the Bank by
governmental authorities or other parties.
Transactions with Management and Others
Some of the directors and officers of the Company, and the
companies with which they are associated, are customers of and
during 1997 had banking transactions with the Bank in the
ordinary
course of the Bank's business, and intend to do so in the future.
All loans and commitments to loan included in such transactions
were made in the ordinary course of business under substantially
the same terms, including interest rates, collateral, and
repayment
terms, as those prevailing at the time for comparable
transactions
with other persons and, in the opinion of the Bank's management,
do
not involve more than the normal risk of collection or present
other unfavorable features. At December 31, 1997 total loans and
commitments of approximately $4,971,000 were outstanding to the
Company's executive officers and directors and their affiliated
businesses, which represented 27.4% of the Company's
stockholders'
equity.
<PAGE>
MATTER NO. 2
APPOINTMENT OF AUDITORS
The Board has appointed Beard & Company, Inc., Certified
Public Accountants, as the Company's independent auditors for
1998.
Beard & Company, Inc. has acted as the Company's independent
auditors since August 14, 1990. The appointment was recommended
by
the Audit Committee and is subject to stockholder approval. The
Board recommends that you vote "FOR" the appointment. If this
proposal does not receive the affirmative vote of shareholders
holding a majority of the shares voted at the Meeting, the Board
will reconsider the appointment. Representatives of Beard &
Company, Inc. will be at the Meeting.
Principal Stockholders
To the Company's knowledge, no person or group
beneficially
owned 5% or more of the Company's outstanding common stock as of
February 28, 1998.
Other Matters
Management knows of no business other than as described
above
that is planned to be brought before the Meeting. Should any
other
matters arise, however, the persons named on the enclosed proxy
will vote thereon according to their best judgment.
Stockholders are not entitled to dissenters rights with
respect to either matter scheduled to be acted upon.
The Company's Board of Directors has appointed Judges of
Election to tabulate votes cast at the Meeting. The Judges of
Election will not count abstentions or broker nonvotes as votes
cast for or against either matter to be considered at the
Meeting.
Stockholder Proposals for Next Annual Meeting
Any stockholder proposal for consideration at the annual
meeting of stockholders to be held in 1999 must be received by
the
Company at its principal offices not later than November 6, 1998,
in order for it to be included in the Company's proxy materials
relating to such annual meeting of stockholders.
BY ORDER OF THE BOARD OF
DIRECTORS
DANIEL W. WEIST
Secretary
<PAGE>
APPENDIX
FIRST LEESPORT BANCORP, INC.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
I/We hereby appoint Mr. Lynn Eckert, Mrs. Saima Ures and
Mr. Norman Boltz, or any one of them acting in the absence of the
others, as proxyholders, each with the power to appoint his
substitute, and hereby authorize them to represent and to vote,
as designated on the reverse side, all the shares of common stock
of First Leesport Bancorp, Inc. held of record by me/us on
March 6, 1998, at the Annual Meeting of Stockholders to be held
on April 14, 1998, or any adjournment thereof.
This proxy when properly executed will be voted in the
manner directed hereon. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF DIRECTORS, AND FOR MATTER NO. 2.
This proxy will be voted, in the discretion of the proxyholders,
upon such other business as may properly come before the Annual
Meeting of Stockholders or any adjournment thereof.
________________________
* The vote shown on the reverse side are the total votes that
may be cast by this proxy, based on one vote per each share
of First Leesport Bancorp, Inc. common stock held.
________________________
Please vote and sign on other side. No postage is
required if this proxy is returned in the enclosed
envelope and mailed in the United States.
________________________
The undersigned hereby acknowledges receipt of the
Proxy Statement dated March 9, 1998, and hereby revokes
any proxy or proxies heretofore given to vote shares at
said meeting or any adjournments thereof.
<PAGE>
MATTER NO. 1 ELECTION OF FOUR CLASS I DIRECTORS
[__] FOR all nominees listed [__] WITHHOLD AUTHORITY
hereon (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for
Class I Directors
John T. Connelly
Karen A. Rightmire
Richard L. Henry
Alfred J. Weber
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided below.)
________________________________________________________________
MATTER NO. 2 APPOINTMENT OF BEARD & COMPANY AS THE COMPANY'S
AUDITORS FOR 1998.
[__] FOR [__] AGAINST [__] ABSTAIN
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
__________________________________
Signature
__________________________________
Signature if held jointly
DATED: ____________________, 1998
PROXY
