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 Rule 14a-11(c) or Rule 14a-12
ALBION BANC CORP.
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(Name of Registrant as Specified in Its Charter)
ALBION BANC CORP.
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(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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
March 23, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Albion Banc Corp. to be held at the Tillman's Village Inn located at Routes 98
and 104, Albion, New York, on Wednesday, April 15, 1998, at 10:00 a.m.,
Eastern Time.
The attached Notice of the Annual Meeting and Proxy Statement describes
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 a representative of Price Waterhouse LLP, the
Corporation's independent auditors, will be present to respond to any
appropriate questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card in the enclosed
postage-prepaid envelope as soon as possible even if you currently plan to
attend the meeting. 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/Jeffrey S. Rheinwald
Jeffrey S. Rheinwald
President and Chief Executive Officer
<PAGE>
ALBION BANC CORP.
48 NORTH MAIN STREET
ALBION, NEW YORK 14411
(716) 589-5501
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1998
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NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders
("Meeting") of Albion Banc Corp. ("Corporation") will be held at the Tillman's
Village Inn located at Routes 98 and 104, Albion, New York, on Wednesday,
April 15, 1998, at 10:00 a.m., Eastern Time. The Corporation is the holding
company for Albion Federal Savings and Loan Association ("Association").
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 two directors of the Corporation; and
2. Such other matters as may properly come before the Meeting or
any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposal 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. Pursuant to the Corporation's
Bylaws, the Board of Directors has fixed the close of business on March 16,
1998 as the record date for the determination of the stockholders entitled to
vote at the Meeting and any adjournments thereof.
You are requested to complete 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 the Meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/LAURA L. MAREK
LAURA L. MAREK
SECRETARY
Albion, New York
March 23, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
ALBION BANC CORP.
48 NORTH MAIN STREET
ALBION, NEW YORK 14411
(716) 589-5501
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ANNUAL MEETING OF STOCKHOLDERS
April 15, 1998
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Albion Banc Corp. ("Corporation") to be
used at the Annual Meeting of Stockholders of the Corporation ("Meeting").
The Meeting will be held at the Tillman's Village Inn located at Routes 98 and
104, Albion, New York, on Wednesday, April 15, 1998, at 10:00 a.m., Eastern
Time. The accompanying Notice of Meeting and this Proxy Statement are being
first mailed to stockholders on or about March 23, 1998.
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REVOCATION OF PROXIES
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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 delivered in person or mailed to the Secretary of the
Corporation at 48 North Main Street, Albion, New York 14411, or the filing of
a later proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the
Corporation will be voted in accordance with the directions given therein.
Where no instructions are indicated, proxies will be voted for the nominees
for directors set forth below.
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VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
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Stockholders of record as of the close of business on March 16, 1998, are
entitled to one vote for each share of common stock of the Corporation
("Common Stock") then held. Stockholders are not permitted to cumulate their
votes for the election of directors. As of March 16, 1998, the Corporation
had 751,848 shares of Common Stock issued and outstanding. All information as
of December 31, 1997 contained in this proxy statement has been adjusted
retroactively to reflect a three-for-one stock split paid on February 5, 1998.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Meeting. The two directors to be elected at the
Meeting will be elected by a plurality of the votes cast by the stockholders
present in person or by proxy and entitled to vote. With regard to the
election of directors, votes may be cast for or withheld from each nominee.
Votes that are withheld will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast. Abstentions
may be specified on all proposals submitted to a stockholder vote other than
the election of directors. Abstentions will be counted as present for
purposes of determining the existence of a quorum regarding the proposal on
which the abstention is noted. Broker non-votes will be counted for purposes
of determining the existence of a quorum, but will not be counted for
determining the number of votes cast with respect to a proposal and,
accordingly, will have no effect on the outcome of such proposal.
<PAGE>
If a stockholder is a participant in the Albion Federal Savings and Loan
Association Employee Stock Ownership Plan (the "ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the manner in which shares of Common Stock allocated
to the participant's plan account are to be voted. Unallocated shares of
Common Stock held by the ESOP will be voted by the trustees as directed by the
ESOP administrative committee.
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports disclosing such ownership pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based
upon such reports the following table sets forth, as of March 16, 1998,
certain information as to those persons who were beneficial owners of more
than 5% of the outstanding shares of Common Stock and as to the shares of
Common Stock beneficially owned by all officers and directors of the
Corporation as a group. Management knows of no persons other than those set
forth below who owned more than 5% of the outstanding shares of Common Stock
at March 16, 1998.
Amount and Nature of Percent of Common
Beneficial Owner Beneficial Ownership (1) Stock Outstanding
- ---------------- ------------------------ -----------------
Beneficial Owners of More Than 5%
Albion Federal Savings and
Loan Association Employee 54,432 7.24%
Stock Ownership Plan Trust
James H. Keeler 42,972(2) 5.71
13517 West Lee Road
Albion, New York 14411
Harold P. Kludt 39,069(3) 5.19
1155 Center Road
Kendall, New York 14476
Stephen H. Hersch 42,450(4) 5.65
1578 West Jackson Street, Suite 150
Painesville, Ohio 44077
Directors
James H. Keeler 42,972 5.71
Chriss M. Andrews 20,064 2.67
Robert R. Brown II 15,018 2.00
Dolores L. Giarrizzo 3,990 0.53
Harold P. Kludt 39,069 5.19
Richard A. Pilon 15,918 2.12
Greg Speer -- --
Named Executive Officer (5)
Jeffrey S. Rheinwald, President 24,438 3.25
and Chief Executive Officer
All Officers and Directors as a 178,014 23.68
Group (13 persons)
(footnotes on following page)
-2-
<PAGE>
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(1) Pursuant to Rule 13d-3 under the Exchange Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of the
Corporation's Common Stock if he or she has voting and/or investment
power with respect to such security or has a right to acquire, through
the exercise of outstanding options or otherwise, beneficial ownership
at any time within 60 days from March 16, 1998. The table includes
shares owned by spouses, other immediate family members in trust,
shares held in retirement accounts or funds for the benefit of the
named individuals, and other forms of ownership, over which shares the
named persons possess voting and/or investment power.
(2) This information is based on records maintained by the Corporation and
information from a Schedule 13D filed with the Securities and Exchange
Commission ("SEC") in March 1994.
(3) This information is based on records maintained by the Corporation and
information from a Schedule 13D filed with the SEC in March 1994.
(4) Based on information contained in a Schedule 13D filed with the SEC in
April 1997.
(5) Under SEC regulation, the term "named executive officer" is defined to
include the chief executive officer, regardless of compensation level,
and the four most highly compensated executive officers, other than the
chief executive officer, whose total annual salary and bonus for the
last completed fiscal year exceeded $100,000. Jeffrey S. Rheinwald was
the Corporation's only "named executive officer" for the fiscal year
ended December 31, 1997.
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SUPERVISORY AGREEMENT
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On July 19, 1995, the Association entered into a Supervisory Agreement
with the Office of Thrift Supervision (the "OTS"), its primary federal
regulator in connection with the Association's OTS examination. The agreement
required the Association to develop policies and procedures primarily relating
to its internal operations. In connection with the agreement, the Association
took the necessary steps to develop and implement the policies and procedures
required by the Supervisory Agreement. Effective August 25, 1997, the
Supervisory Agreement was terminated by the OTS.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Corporation's Board of Directors consists of seven members. The
Corporation's Bylaws provide that directors are elected for terms of three
years, one-third of whom are elected annually. In February 1998, the Board
appointed Greg Speer to serve as a director. At the Meeting, two directors
will be elected to serve for a three year period, or until their respective
successors have been elected and qualified. The Nominating Committee has
nominated for election as directors Richard A. Pilon and Robert R. Brown II.
The nominees are current members of the Boards of Directors of the Corporation
and the Association. Each director of the Corporation is also a director of
the Association.
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 Board of Directors may amend the Bylaws and
reduce the size of the Board. At this time, the Board knows of no reason why
any nominee might be unavailable to serve.
The following table sets forth as to each nominee and director continuing
in office, his name, age and the year he or she first became a director.
Unless otherwise indicated, the principal occupation listed for each person
below has been his or her occupation for the past five years.
-3-
<PAGE>
Year First Elected
Principal Occupations or Appointed Term to
Name Age(1) During Last Five Years Director(2) Expire
---- ------ ---------------------- ----------- ------
BOARD NOMINEES
Richard A. Pilon 58 Vice Chairman of the Board 1981 2001(3)
of the Corporation and the
Association. President,
Treasurer and a majority
stockholder of Dale's Plaza,
Inc. and Secretary and
Treasurer of Dale & Son Super
Market, Inc. (DBA Jubilee
Food).
Robert R. Brown II 42 Self-employed and Vice 1989 2001(3)
President of Orchard Dale
Fruit Farms, Inc., a fruit
farm, that operates Brown's
Berry Patch, a retail farm
market.
DIRECTORS CONTINUING IN OFFICE
James H. Keeler 64 Chairman of the Board and 1983 1999
Director of the Corporation
and the Association. President,
Chief Executive Officer and
majority shareholder of Keeler
Construction Co., Inc., a
highway and heavy construction
company.
Harold P. Kludt 63 Partner and part owner of 1990 1999
Kludt Bros., Inc., a farming
business.
Greg Speer 49 Owner and Chief Executive 1998(4) 1999
Officer of Speer Equipment,
an electronic controls
business, owner and designer
of Ozzie's Corners Golf Course.
Dolores L. Giarrizzo 61 Currently employed by the 1978 2000
Orleans County Probation
Department. Retired October
1994 from Agway, Inc., a
retail farm supply business.
Chriss M. Andrews 44 Owner and President of 1993 2000
Barclay & Fowler Oil Corp.,
a wholesale and retail
petroleum distributor.
- --------------
(1) At December 31, 1997.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assuming re-election at the Meeting.
(4) Appointed to the Board of Directors on February 20, 1998.
-4-
<PAGE>
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Corporation and Association conduct their
business through meetings and committees of the Boards. During the fiscal year
ended December 31, 1997, the Board of Directors of the Corporation held 15
meetings and the Board of Directors of Albion Federal held 39 meetings. No
director of the Corporation or Albion Federal attended fewer than 75% of the
total meetings of the Boards and committee meetings on which such Board member
served during this period.
The Board of Directors of the Association has standing Audit, Executive,
Personnel, and Nominating committees, among others.
The Audit Committee consists of the entire Board of Directors. This
Committee reviews the Association's independent audit report and meets with
the Association's auditors and recommends to the Board the engagement or
retention of the Association's auditors, adoption of accounting methods and
procedures and other related matters. This Committee meets as needed and met
one time during fiscal 1997.
The Executive Committee consists of Directors Keeler, Pilon and Brown and
President Rheinwald. All actions by the Executive Committee are binding by
the full Board of Directors. This Committee meets on an as needed basis and
met three times during fiscal 1997.
The Personnel Committee consists of Directors Kludt and Giarrizzo. The
Committee reviews all employee salaries, their fringe benefits and President
Rheinwald's compensation package. The Committee makes recommendations to the
Board of Directors on compensation policies, bonuses, benefits and President
Rheinwald's compensation. The Committee meets annually or as needed and met
two times in 1997.
Article II, Section 14 of the Corporation's Bylaws provides that the
Board of Directors of the Corporation shall act as a nominating committee for
selecting the management nominees for election as directors. Such section of
the Bylaws also provides as follows: "No nominations for directors except
those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in writing and
delivered to the Secretary of the Corporation in accordance with the
provisions of the Corporation's Certificate of Incorporation." Article II,
Section 15 further provides that any new business to be taken up at the annual
meeting shall be stated in writing and filed with the Secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation. Article X of the Certificate of Incorporation provides that
notice of a stockholder's intent to make a nomination or present new business
at the meeting ("stockholder notice") must be given not less than 30 days nor
more than 60 days prior to any such meeting; provided, however, that if less
than 31 days' notice of the meeting is given to stockholders by the
Corporation, a stockholder's notice shall be delivered or mailed, as
prescribed, to the Secretary of the Corporation not later than the close of
the tenth day following the day on which notice of the meeting was mailed to
stockholders. If properly made, such nominations shall be considered by
stockholders at such meeting. The Board of Directors of the Corporation met
once in its capacity as the nominating committee during the fiscal year ended
December 31, 1997.
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DIRECTORS' COMPENSATION
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Members of the Board of Directors of the Association receive a fee of
$300 per Board meeting; $100 for committee meetings; $50 per Loan Committee
meeting; and $300 for all-day conferences; plus one-half increments for
conferences which exceed eight hours. Additionally, the Chairman of the Board
receives $2,000 per year in addition to his director and committee fees. No
separate compensation is paid for service as a member of the Corporation's
Board of Directors. Total fees paid to directors during the fiscal year ended
December 31, 1997 were $29,800.
-5-
<PAGE>
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is furnished for Mr. Rheinwald. No other
executive officer of the Corporation or the Association received salary and
bonus in excess of $100,000 during the year ended December 31, 1997.
Annual Compensation(1)
---------------------------------
Other All
Annual Other
Name and Compen- Compen-
Position Year Salary($) Bonus($) sation($)(2) sation($)(3)
- -------- ---- --------- -------- ------------ ------------
Jeffrey S. Rheinwald 1997 $71,346 $6,052 $ -- $ 8,061
President and Chief 1996 70,000 1,899 -- 10,764
Executive Officer 1995 70,261 -- -- 10,573
- ------------
(1) All compensation, including fringe benefits, is paid by the
Association.
(2) Does not include perquisites which did not exceed the lesser of $50,000
or 10% of salary and bonus.
(3) Includes employer contributions to 401(k) plan ($4,923) and ESOP
($3,138). Does not include the amount payable to Mr. Rheinwald pursuant
to an employment agreement in event of a "change in control" of the
Corporation. For a discussion of Mr. Rheinwald's employment agreement,
including the amount payable in the event of a "change of control" of
the Corporation, see "-- Employment Agreement."
Option Exercise/Value Table
The following information is furnished for Mr. Rheinwald.
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at Fiscal
Shares Options Year End($)
Acquired --------------- ----------------
On Value Exer- Unexer- Exer- Unexer-
Name Exercise(#) Realized($) cisable cisable cisable cisable
- ---- -------- -------- ------- ------- -------- -------
Jeffrey S.
Rheinwald -- -- -- 14,235 $ -- $142,350
Employment Agreement. On July 1, 1996, the Association entered into a
three-year employment agreement with Jeffrey S. Rheinwald, the Association's
President and Chief Executive Officer. The agreement provides for an annual
review of Mr. Rheinwald's base salary, which may be increased at the
discretion of the Board of Directors or an authorized committee of the Board.
The term of the Agreement may, at the Board's discretion, be extended annually
for an additional year. The agreement is terminable by the Association or the
Corporation for just cause at any time or in certain events specified by OTS
regulations. If the Association terminates the agreement for other than just
cause, Mr. Rheinwald shall receive a continuation of his salary under the
agreement for an additional year. The agreement also provides for severance
payments if Mr. Rheinwald's employment is terminated following a change in
control of the Association or the Corporation. Such payments, which will be
made promptly after any change in control, will be equal to one times the
"base amount" of annual compensation, as defined in Section 280G(b)(3) of the
Internal Revenues Code of 1986, as amended, paid to Mr. Rheinwald during the
five years immediately preceding the change in control. Under the agreement,
a "change in control" is deemed to occur if, among other things, at anytime
during the term of the agreement, any person or persons acting in concert has
or have, respectively, beneficial ownership of 25% or more of the
Corporation's or the Association's Common Stock or a merger, acquisition or
other business combination involving the Corporation or the Association has
occurred which results in an acquisition of the Corporation or the
Association.
-6-
<PAGE>
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TRANSACTIONS WITH MANAGEMENT
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As required by federal regulations, all loans or extensions of credit to
executive officers and directors are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of repayment or present other unfavorable features. In addition,
loans made by the Association to a director or executive officer in an amount
that, when aggregated with the amount of all other loans by the Association to
such person and his or her related interests, are in excess of the greater of
$25,000, or 5% of the Association's capital and surplus (up to a maximum of
$500,000), are subject to approval in advance by a majority of the
disinterested members of the Board of Directors. At December 31, 1997, loans
outstanding to directors, executive officers and their associates totalled
$477,240.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires certain officers of the
Corporation and its directors, and persons who beneficially own more than 10%
of any registered class of the Corporation's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Corporation.
Based solely on a review of the reports received during fiscal 1997, the
Corporation believes that all filing requirements applicable to its reporting
officers, directors and greater than ten percent beneficial owners were
properly and timely complied with.
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AUDITORS
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The Board of Directors has renewed the Corporation's arrangements with
Price Waterhouse LLP, independent public accountants, to be its auditors for
the 1998 fiscal year. A representative of Price Waterhouse LLP is expected to
be present at the Meeting to respond to appropriate questions of stockholders,
and will have the opportunity to make a statement if he desires.
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OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors of the Corporation 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 in accordance with the judgment of the person or
persons voting the proxies.
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FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Corporation.
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, has been mailed to all stockholders of record as of the close of
business on March 16, 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. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
-7-
<PAGE>
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STOCKHOLDER PROPOSALS
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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
main office at 48 North Main Street, Albion, New York, no later than November
24, 1998. Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/LAURA L. MAREK
LAURA L. MAREK
SECRETARY
Albion, New York
March 23, 1998
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FORM 10-KSB
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A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON
WRITTEN REQUEST TO LAURA L. MAREK, SECRETARY, ALBION BANC CORP., 48 NORTH MAIN
STREET, ALBION, NEW YORK 14411.
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-8-
<PAGE>
REVOCABLE PROXY
ALBION BANC CORP.
ANNUAL MEETING OF STOCKHOLDERS
April 15, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints James H. Keeler and Chriss M. Andrews as the
official Proxy Committee of the Board of Directors with full powers of
substitution, as attorneys and proxies for the undersigned, to vote all shares
of common stock of Albion Banc Corp. which the undersigned is entitled to vote
at the Annual Meeting of Stockholders, to be held at the Tillman's Village Inn
located at Routes 98 and 104, Albion, New York, on Wednesday, April 15, 1998,
at 10:00 a.m., Eastern Time, and at any and all adjournments thereof, as
follows:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
[X] Please mark
your votes as
as in this example
VOTE FOR
all
nominees
listed at
right (except
as marked
to the Vote
contrary With-
below held Nominees: Richard A. Pilon
1. The election Robert R. Brown II
as directors of [ ] [ ]
all nominees
INSTRUCTIONS: To withhold your vote for any individual nominee, write that
nominee's name on the line below.
- -----------------------------------------------
Should the undersigned be present and elect to vote at the Annual 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
March 23, 1998 and the 1997 Annual Report to Stockholders.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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The Board of Directors recommends a vote 'FOR' the proposal at left.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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SIGNATURE DATE SIGNATURE DATE
-------------- -------- ---------------- --------
IF HELD
JOINTLY
NOTE: Please sign exactly as your name appears on this proxy card. When
signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder
should sign.
<PAGE>
