<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Subsection 240.14a-11(c)
or
Subsection 240.14a-12
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ES&L BANCORP, INC.
- ----------------------------------------------------------------
(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)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
[ ] 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 the 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>
<PAGE>
September 23, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of ES&L Bancorp, Inc. (the "Corporation"), the holding company
of Elmira Savings and Loan, F.A., to be held at the Downtown
Elmira Holiday Inn, One Holiday Plaza, Elmira, New York, on
Monday, October 26, 1998 at 7:00 p.m.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Corporation. Directors and officers of the Corporation as well
as representatives of Mengel, Metzger, Barr & Co., the
Corporation's independent auditors, will be present to respond
to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote
is important, regardless of the number of shares you own. This
will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ William A. McKenzie
William A. McKenzie
President<PAGE>
<PAGE>
________________________________________________________________
ES&L BANCORP, INC.
300 West Water Street
Elmira, New York 14901
(607) 733-5533
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 26, 1998
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of ES&L Bancorp, Inc.
("Corporation"), the holding company of Elmira Savings & Loan,
F.A., will be held at The Downtown Elmira Holiday Inn, One
Holiday Plaza, Elmira, New York, on Monday, October 26, 1998 at
7:00 p.m.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the
Corporation;
2. The ratification of the appointment of Mengel,
Metzger, Barr & Co. LLP as independent
auditors for the Corporation for the fiscal
year ending June 30, 1999; and
3. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Meeting on the date specified above or on any date
or dates to which, by original or later adjournment, the Meeting
may be adjourned. Stockholders of record at the close of busi-
ness on September 1, 1998 are the stockholders entitled to vote
at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 23, 1998
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER
TO ENSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
<PAGE>
<PAGE>
________________________________________________________________
PROXY STATEMENT
OF
ES&L BANCORP, INC.
300 WEST WATER STREET
ELMIRA, NEW YORK 14901
ANNUAL MEETING OF STOCKHOLDERS
October 26, 1998
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of ES&L
Bancorp, Inc. (the "Corporation"), the holding company of Elmira
Savings & Loan, F.A. (the "Bank"), to be used at the Annual
Meeting of Stockholders of the Corporation (the "Meeting") which
will be held at The Downtown Elmira Holiday Inn, One Holiday
Plaza, Elmira, New York, on Monday, October 26, 1998 at 7:00
p.m. The accompanying notice of meeting and this Proxy
Statement are being first mailed to stockholders on or about
September 23, 1998.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to Shirley L. Gleockner, Secretary of the Corporation, at the
address shown above, by filing of a later dated proxy prior to a
vote being taken on a particular proposal at the Meeting or by
attending the Meeting and voting in person. Proxies solicited
by the Board of Directors of the Corporation will be voted in
accordance with the directions given therein. WHERE NO INSTRUC-
TIONS ARE GIVEN, PROXIES WILL BE VOTED FOR THE NOMINEES FOR
DIRECTOR SET FORTH BELOW AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS SET FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT
THE MEETING. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve or
for good cause will not serve, and matters incident to the
conduct of the Meeting.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
Stockholders of record as of the close of business on
September 1, 1998, are entitled to one vote for each share then
held. As of September 1, 1998, the Corporation had 835,192
shares of common stock outstanding. The presence, in person or
by proxy, of at least one-third of the total number of shares of
common stock outstanding and entitled to vote will be necessary
to constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the
Corporation's common stock are required to file certain reports
regarding such ownership pursuant to the Securities Exchange Act
of 1934, as amended. Based upon such reports, the following
table sets forth, as of September 1, 1998, certain information
as to the common stock beneficially owned by all beneficial
owners of in excess of 5% of the Corporation's common stock.
The table also sets forth the beneficial ownership of certain
executive officers of the Corporation and all executive officers
and directors of the Corporation as a group. Management knows
of no persons, other than those shown below, who owned more than
5% of the Corporation's outstanding shares of common stock at
September 1, 1998.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------- --------- ------------
<S> <C> <C>
Elmira Savings & Loan, F.A.
Incentive Savings Plan
300 West Water Street
Elmira, NY 14901 76,972 (1) 9.22%
Jack H. Mikkelsen
117 Kennedy Drive
Horseheads, New York 14845 41,845 5.01%
William A. McKenzie, President
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, NY 14901 35,407 (2) 4.24%
J. Michael Ervin
Senior Vice President and Treasurer
Elmira Savings & Loan, F.A.
300 West Water Street
Elmira, New York 14901 38,592 (2) 4.62%
Vincent R. Valicenti
Valicenti Advisory Services, Inc.
400 East Water Street
Elmira, NY 14901 59,791 (3) 7.16%
All Executive Officers and
Directors as a Group
(16 persons) 303,910 (4) 36.09%
<FN>
___________
(1) Consists of shares of common stock held in trust for the benefit of
participating employees over which the Elmira Savings & Loan, F.A.
Incentive Savings Plan (the "Incentive Savings Plan") may be deemed to
have shared voting and dispositive power. Shares held by this Plan for
the benefit of executive officers are and in previous years have been
included in the individual's stock ownership levels reported in this
table.
(2) Includes 20,617 and 16,007 shares, respectively, held by the Bank's
Incentive Savings Plan over which Messrs. McKenzie and Ervin have shared
voting power.
(3) Vincent R. Valicenti is the sole shareholder of Valicenti Advisory
Services, Inc., and therefore may be deemed to share the voting and
dispositive power over the reported shares held by Valicenti Advisory
Services, Inc. Included are 4,500 shares which are owned individually by
Mr. Valicenti, while the remaining shares beneficially owned by Valicenti
Advisory Services, Inc. are owned by investment advisory clients of that
firm.
(4) Includes certain shares of common stock owned by businesses in which the
director or executive officer is an officer or major stockholder, or by
spouses or as a custodian or trustee for minor children, over which
shares all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated. Includes options to purchase 6,799 shares, as adjusted, of
the Corporation's common stock held by one director which are exercisable
within 60 days from September 1, 1998 under the Corporation's 1990 Stock
Option Plan. Includes 56,081 shares, as adjusted, held by the Bank's
Incentive Savings Plan held for the benefit of all executive officers as
a group for which participants in the plan have shared voting power.
</FN>
</TABLE>
2<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Corporation's Board of Directors is composed of nine
members. The Corporation's Certificate of Incorporation
requires that directors be divided into three classes, as nearly
equal in number as possible, each class to serve for a three
year period, with approximately one-third of the directors
elected each year. The Board of Directors has nominated L.
Edward Considine, Jack H. Mikkelsen and Frederick J. Molter, all
of whom are currently members of the Board, to serve as
directors for a three-year period.
Directors must be elected by a majority of those votes
cast by stockholders at the Meeting. Votes which are not cast
at the Meeting, either because of abstentions or broker non-
votes, are not considered in determining the number of votes
which have been cast for or against the election of a nominee.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the names of the Board's
nominees for election as directors and of those directors who
will continue to serve as such after the Meeting. Also set
forth is certain other information with respect to each person's
age, the expiration of his term as a director, and the number
and percentage of shares of common stock beneficially owned at
September 1, 1998. All directors were appointed as directors of
the Corporation in connection with the organization of the
Corporation in March 1990. Each director of the Corporation is
also a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
Shares of
Common Stock
Current Beneficially
Age at Term Owned at the Percent
Name June 30, 1998 to Expire September 1, 1998(1) of Class(2)
- ------------- ------------- --------- ---------------------------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
<S> <C> <C> <C> <C>
L. Edward Considine 66 1998 6,911 0.83%
Jack H. Mikkelsen 74 1998 41,845 5.01%
Frederick J. Molter 62 1998 30,594 (2)(3) 3.63% (2)
DIRECTORS CONTINUING IN OFFICE
Gerald F. Schichtel 58 1999 13,829 1.66%
Robert E. Butler 66 1999 15,235 1.82%
William A. McKenzie 47 1999 35,407 (4) 4.24%
John F. Cadwallader 57 2000 20,859 2.50%
Adrian P. Hulsebosch 69 2000 30,595 3.66%
Paul Morss 67 2000 13,830 1.66%
<FN>
__________
(1) Includes certain shares of common stock owned by businesses in which the
director is an officer or major stockholder or by spouses or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared voting and investment
power, unless otherwise indicated.
(2) In the case of directors who own exercisable options as of September 1,
1998, percent of class is based upon the number of shares of common stock
presumed to be outstanding if these options had been exercised.
(3) Includes 6,799 shares, as adjusted, which may be purchased pursuant to
the exercise of stock options under the Corporation's 1990 Stock Option
Plan.
(4) Includes 20,617 shares, as adjusted, held by the Bank's Incentive Savings
Plan over which Mr. McKenzie has shared voting power.
</FN>
</TABLE
3<PAGE>
<PAGE>
The principal occupation of each director of the Corporation
for the last five years is set forth below.
L. EDWARD CONSIDINE has been a director of the Bank since
1971 and is currently employed as a Professional Engineer with
Hunt Engineers and Architects in Corning, New York. He retired
in 1991 as General Manager of the Elmira Water Board, a position
he had held since 1972. Mr. Considine served as President of
the Steuben Area Chapter of the N.Y.S. Society of Professional
Engineers and as Chairman of the N.Y. Section of the American
Water Works Association. Mr. Considine is currently Secretary
of the Chemung County Board of Health.
JACK H. MIKKELSEN has been a director of the Bank since
1986 and is retired from Zeiser Wilbert Vault, Inc., a precast
concrete products manufacturer located in Elmira. He had served
as President of that company since 1976.
FREDERICK J. MOLTER has been a director of the Bank since
1974. Mr. Molter has been a consulting engineer for over thirty
years. He was the former Branch Manager of the Elmira Office of
the Sear Brown Group, an engineering consulting group located in
Rochester, New York. Mr. Molter presently is a Senior
Consultant at Sear Brown. Mr. Molter serves on the YWCA
Advisory Board and is a member of the Elmira Rotary Club.
GERALD F. SCHICHTEL has been a director of the Bank since
1990 and retired this year as President of Hilliard Corp., a
manufacturing company located in Elmira. He had been with that
company since 1970 and became President in 1983. Mr. Schichtel
is a certified manufacturing engineer with the Society of
Manufacturing Engineers.
ROBERT E. BUTLER was elected Chairman of the Board of the
Bank in 1983 and has been a director since 1965. Mr. Butler has
been owner of Deister & Butler, Inc., a jewelry store in Elmira,
since 1962 and owner of H. H. Equipment, Inc., a tractor
dealership in Elmira, since 1985.
WILLIAM A. MCKENZIE has served as President and Chief
Executive Officer of the Bank since June 1983. In this
capacity, Mr. McKenzie is responsible for the overall operation
of the Bank pursuant to the policies and procedures established
by the Board of Directors. Mr. McKenzie is a Board member of
Elmira Downtown Development Corporation, America's Community
Bankers and Community Bankers Association of New York State. He
has also served as Chairman of the following organizations:
Chemung County Chamber of Commerce, Southern Tier Economic
Growth and the Chemung County United Way Fund Drive.
JOHN F. CADWALLADER has been a director of the Bank since
1983 and has served as President and Chief Executive Officer of
John F. Cadwallader, Inc. d/b/a The Glass Company, Horseheads,
New York since 1977. The company was established as a contract
glazier and flat glass distributor. Mr. Cadwallader also owns
Windshield Installation Network, Inc. d/b/a WIN in Elmira, New
York. WIN is in the business of manufacturing and distributing
laminated safety glass products serving the northeast United
States. WIN was established in 1985. Mr. Cadwallader also is
the President of Auto Glass Insurance Company, which was
licensed by the State of New York in 1998.
DR. ADRIAN P. HULSEBOSCH has been a director of the Bank
since 1983 and retired in 1988 after practicing orthodontics in
Elmira for 30 years. Dr. Hulsebosch is a former president of
the Elmira Rotary Club and the Chemung County Dental Society and
is a member of the American Association of Orthodontists and New
York State Dental Society. He is a director of Tanglewood
Nature Center and Museum and Fur Fin & Feather Sportsman Club.
PAUL MORSS has been a director of the Bank since 1986 and
retired in 1993 as Vice President of Swan & Sons Morss Co.
Insurance Agency located in Elmira. Mr. Morss had been employed
with this company since 1954. Mr. Morss is past president of
the Chemung County Historical Society and continues as trustee.
4<PAGE>
<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors of the Corporation conducts its
business through meetings of the Board and through its
committees. During the fiscal year ended June 30, 1998, the
Corporation's Board of Directors held 5 meetings, and the Bank's
Board of Directors held 12 meetings. No director attended fewer
than 75% of the total meetings of the Board of either the
Corporation or the Bank during this period.
The Corporation's full Board of Directors serves as the
audit committee. The Board meets annually in its capacity as
audit committee with the Corporation's independent auditors to
review the Corporation's accounting practices and financial
reporting. The Board met once in its capacity as audit
committee during fiscal year 1998.
The Corporation's full Board of Directors serves as the
nominating committee. While the Board will consider nominees
recommended by stockholders, it has not actively solicited
recommendations from the Corporation's stockholders for nominees
nor, subject to the procedural requirements set forth in the
Corporation's Certificate of Incorporation and Bylaws,
established any procedures for this purpose. The nominating
committee met once during fiscal year 1998.
The Board of Directors of the Corporation has established
a compensation/personnel committee. This committee met twice
during the 1998 fiscal year.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for the
last three fiscal years awarded to the Chief Executive Officer
and the only other executive officer who received combined
salary and bonus in excess of $100,000 during fiscal year 1998.
</TABLE>
<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal ------------------- All Other
Principal Position Year Salary Bonus Compensation(1)
- ------------------ ------ ------ ------ ---------------
<S> <C> <C> <C> <C>
William A. McKenzie 1998 $138,750 $116,624 $10,203
President 1997 124,667 94,070 9,364
1996 113,583 77,992 9,666
J. Michael Ervin 1998 $ 87,333 $ 57,450 $ 8,687
Senior Vice President 1997 79,666 49,005 7,720
and Treasurer 1996 75,667 38,586 6,855
<FN>
_________
(1) All other compensation consists of contributions under the Bank's 401(k)
plan on behalf of Mr. McKenzie and Mr. Ervin.
</FN>
</TABLE>
5<PAGE>
<PAGE>
EMPLOYMENT AGREEMENTS
In connection with its conversion from mutual to stock
form, the Bank entered into employment agreements with William
A. McKenzie, President and Chief Executive Officer and J.
Michael Ervin, Senior Vice President and Treasurer. The
agreements provide for terms of two years, with current annual
base salaries of $140,000 and $88,000, respectively. On each
anniversary date from the date of commencement of the agreements
the terms of employment are automatically extended for an
additional one year period beyond the then effective expiration
date unless written notice of termination is received by the
Bank or the employee prior to such anniversary date; provided,
however, that each such automatic extension must be preceded by
a formal performance evaluation of the employee by the Bank's
Board of Directors.
The agreements provide for a salary review by the Board of
Directors not less often than annually, as well as inclusion in
any discretionary bonus plans, retirement and medical plans,
customary fringe benefits and vacation and sick leave. The
agreements will be terminated upon death, and are terminable by
the Bank for "just cause" as defined in the agreement. In the
event of termination for just cause, no severance benefits are
available. If the Bank terminates or demotes the employee
without just cause, Mr. McKenzie will be entitled to a
continuation of his salary and benefits for one year from the
date of termination and Mr. Ervin will be entitled to a
continuation of salary and benefits for six months from the date
of termination. The aggregate payments that would be made to
Messrs. McKenzie and Ervin assuming the termination of their
employment under the foregoing circumstances at June 30, 1998,
would be $140,000 and $44,000, respectively. Mr. McKenzie and
Mr. Ervin are able to voluntarily terminate their agreements by
providing 60 days' written notice to the Board of Directors, in
which case they are entitled to receive only their compensation,
vested rights and benefits up to the date of termination.
________________________________________________________________
Directors' Compensation
________________________________________________________________
Directors of the Corporation do not receive separate Board
fees. During the fiscal year ended June 30, 1998, members of
the Board of the Bank who are not employees received fees of
$14,500 per year, payable semi-annually. Beginning July 1,
1998, these fees increased to $15,500 per year. In the event
that a director attends fewer than 10 meetings, 10% of his
annual fees are withheld for each meeting less than the required
10 meetings, unless the Board acts to officially excuse the
director from these meeting requirements. Directors who are
required to attend Board meetings for the Bank's subsidiary,
Brilie Corporation, are compensated $100 per quarter.
________________________________________________________________
Transactions with Management
________________________________________________________________
In the opinion of management, all loans to executive
officers and directors are made in the ordinary course of
business, on substantially the same terms as those prevailing at
the time for nonaffiliated persons and do not involve more than
the normal risk of collectibility.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
Mengel, Metzger, Barr & Co. LLP were the Corporation's
independent certified public accountants for the fiscal year
ended June 30, 1998. The Board of Directors presently intends
to renew the Corporation's arrangement with Mengel, Metzger,
Barr & Co. LLP to be its independent certified public
accountants for the 1999 fiscal year, subject to ratification by
the Corporation's stockholders. A representative of Mengel,
Metzger, Barr & Co. LLP is expected to be present at the Meeting
to respond to appropriate questions and to make a statement, if
so desired.
6<PAGE>
<PAGE>
The appointment of the auditors must be ratified by a
majority of the votes cast by the stockholders of the
Corporation at the Meeting. Votes which are not cast at the
Meeting, either because of abstentions or broker non-votes, are
not considered in determining the number of votes which have
been cast for or against Proposal II. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF AUDITORS.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Meeting other than those matters described above
in this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof by those
named in the proxies as directed by the Board of Directors.
________________________________________________________________
BENEFICIAL OWNERSHIP REPORTS
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, the Corporation's officers, directors and
persons who own more than ten percent of the Corporation's
outstanding common stock are required to file reports detailing
their ownership and changes of ownership in such common stock,
and to furnish the Corporation with copies of all such reports.
Based solely on its review of the copies of such reports
received during the past fiscal year or with respect to the last
fiscal year, the Corporation believes that during the fiscal
year ended June 30, 1998, all of its officers and directors have
complied with these reporting requirements. There were no
stockholders owning in excess of ten percent of the
Corporation's common stock.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of common stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph or
telephone without additional compensation.
The Corporation's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on September 1, 1998. Any
stockholder who has not received a copy of such Annual Report
may obtain a copy by writing to the Secretary of the
Corporation. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been
incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's executive office at 300 West Water
Street, Elmira, New York 14901, no later than May 26, 1999. Any
such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as
amended.
7<PAGE>
<PAGE>
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Secretary of the Company at the address given in the preceding
paragraph not less than thirty days nor more than sixty days
prior to the date of any such meeting; provided, however, that
if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Company not later than
the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shirley L. Gleockner
SHIRLEY L. GLEOCKNER
SECRETARY
Elmira, New York
September 23, 1998
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, ES&L
BANCORP, INC., 300 WEST WATER STREET, ELMIRA, NEW YORK 14901.
________________________________________________________________
________________________________________________________________
8<PAGE>
<PAGE>
REVOCABLE PROXY
ES&L BANCORP, INC.
ELMIRA, NEW YORK
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 26, 1998
________________________________________________________________
The undersigned hereby appoints Robert E. Butler, William A.
McKenzie and John F. Cadwallader, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of Common Stock of ES&L Bancorp, Inc. which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at The Downtown Elmira Holiday Inn, One
Holiday Plaza, Elmira, New York, at 7:00 p.m., and at any and
all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
L. Edward Considine
Jack H. Mikkelsen
Frederick J. Molter
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
----------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
2. The ratification of the appointment
of Mengel, Metzger, Barr & Co. as
auditors for the fiscal year ending
June 30, 1999. [ ] [ ] [ ]
</TABLE>
The Board of Directors recommends a vote "FOR" each of
the listed propositions.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY AS DIRECTED BY
THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF
THE 1998 ANNUAL MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at
the Meeting or at any adjournment thereof and after notification
to the Secretary of the Corporation at the Meeting of the
stockholder's decision to terminate this proxy, then the power
of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Corporation
prior to the execution of this proxy of notice of the Meeting, a
proxy statement dated September 23, 1998 and an annual report.
Dated: _______________________, 1998
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
Please check here if you intend to attend the annual
meeting.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________
