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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registration [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ONBANCorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
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how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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ONBANCORP Letterhead
April 12, 1996
ONBANCORP ANNOUNCES
10% SHARE REPURCHASE PLAN
Dear Fellow Shareholder:
Your Board of Directors is dedicated to maximizing the value of your
investment in ONBANCorp. Accordingly, on March 29 the Board announced that it
had authorized the repurchase of up to an additional 10% of the Company's fully
diluted outstanding shares of its common stock.
ONBANCorp's share repurchase plan reflects our confidence in the growth of
our business and is clear evidence that we are meeting our commitment to taking
actions designed to enhance the value of your stock. Indeed, authorization of
the share repurchase plan follows on the heels of our recent 7% increase in your
annual dividend--the eighth consecutive year shareholders have benefited from
increased dividends. Moving forward, we are committed to further enhancing the
value of your investment in ONBANCorp.
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On another matter, you may have received recently a letter from a disgruntled
shareholder criticizing your Company and seeking your support for a shareholder
proposal which, in short, seeks the immediate sale or merger of your Company.
This shareholder has manipulated the facts to portray your Company's performance
in the worst possible light.
Your Board, 13 of whose 15 members are independent, outside directors,
remains open to, and will continue to consider carefully, all options to enhance
shareholder value. Consistent with its fiduciary duties, your Board frequently
reviews the strategic options available to the Company and has retained Sandler
O'Neill & Partners, L.P., a nationally recognized investment banking firm, to
assist it concerning the various strategic alternatives, including a sale or
merger, available for enhancing shareholder value.
In our view, approval of the shareholder proposal would be tantamount to
hanging out a "fire-sale" sign, thus losing our bargaining power and
disadvantaging your Company should we decide to pursue a sale or merger
transaction. With the loss of our bargaining power, the end result could mean
that your Company might be pressured into accepting a sale or merger proposal at
a reduced price. It's clear to us that this would not be in the best interest of
all of our shareholders. Accordingly, you are urged to vote AGAINST this and all
of the other shareholder proposals numbered 3 through 8 set forth in the proxy
statement.
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Since 1990, ONBANCorp's Board and Management has successfully transformed
your Company from a savings institution to a full service, regional commercial
bank. Contrary to the statistics presented by the disgruntled shareholder,
consider our record of success over the last 5 years:
ONBANCORP'S 5 YEAR RECORD OF SUCCESS
Stock Price............ More than Tripled
Shareholders' Equity .. Tripled
Dividends.............. Quintupled
Assets................. Tripled
Deposits............... Tripled
Earnings............... Nearly Tripled
We urge you to review carefully our annual report, which outlines our
successes on your behalf and details our momentum and strategy for future
profitable growth. You be the judge. Don't be fooled by a few manipulated
statistics presented by a shareholder with his own self-serving agenda.
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We are confident about the future, as our corporate strategy has now further
accelerated the development of our core banking business; and we are optimistic
that you will benefit from increasing returns. In closing, let me repeat our
commitment to you: to maximize the value of your investment in ONBANCorp. As
always, we will continue to devote all of our efforts to doing just that.
On behalf of your Board of Directors, thank you for your continued support.
Sincerely,
/s/Robert J. Bennett
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Robert J. Bennett
Chairman, President and Chief
Executive Officer
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