<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
CORTLAND BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 8, 1997
CORTLAND BANCORP
194 WEST MAIN STREET
CORTLAND, OHIO 44410
March 14, 1997
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its
Directors, the regular Annual Meeting of Shareholders (the "Annual Meeting") of
Cortland Bancorp (the "Corporation") will be held at the Corporation's principal
office, 194 West Main Street, Cortland, Ohio 44410, Tuesday, April 8, 1997, at
7:00 P.M., for the purpose of considering and voting upon the following matters:
1. To elect Directors; and
2. To transact such other business as may properly be
brought before the meeting or any adjournment
thereof.
Only shareholders of record at the close of business on March
3, 1997, shall be entitled to notice of the meeting and to vote at the meeting
or at any adjournment thereof.
By Order of the Board of Directors
/s/ Dennis E. Linville
Dennis E. Linville
Secretary
WE URGE YOU TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
CORTLAND BANCORP
194 W. MAIN STREET
CORTLAND, OHIO 44410
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Cortland Bancorp, an Ohio Corporation (the
"Corporation"), of Proxies in the accompanying form to be voted at the Annual
Meeting of Shareholders (the "Annual Meeting") of the Corporation to be held on
April 8, 1997, at 7:00 P.M., at the principal office of the Corporation, 194 W.
Main Street, Cortland, Ohio 44410. This Proxy Statement and Proxy are first
being sent to Shareholders on or about March 14, 1997.
All costs of solicitation of the Proxies will be borne by the
Corporation. Solicitation will be made by mail. Proxies may be further solicited
at no additional compensation by officers, directors, or employees of the
Corporation by telephone, written communication or in person. The Corporation
will reimburse banks, brokerage firms, and other custodians, nominees, and
fiduciaries for expenses reasonably incurred by them in sending proxy material
to the beneficial owners of shares of common stock of the Corporation ("Common
Shares"). No solicitation is to be made by specially engaged employees or other
paid solicitors.
A Proxy for use at the Annual Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Corporation. A shareholder of
the Corporation may use his Proxy if he is unable to attend the Annual Meeting
in person or wishes to have his Common Shares voted by proxy even if he does
attend the Annual Meeting. Without affecting any vote previously taken, any
shareholder executing a proxy may revoke it at any time before it is voted by
filing with the Secretary of the Corporation, at the address of the Corporation
set forth on the cover page of this Proxy Statement, written notice of such
revocation; by executing a later-dated proxy which is received by the
Corporation prior to the Annual Meeting; or by attending the Annual Meeting and
giving notice of such revocation in person. ATTENDANCE AT THE ANNUAL MEETING
WILL NOT, IN AND OF ITSELF, CONSTITUTE REVOCATION OF A PROXY.
The Cortland Savings & Banking Company (the "Bank") is a wholly-owned
subsidiary of the Corporation.
VOTING
Only those shareholders of record at the close of business on March 3,
1997, will be entitled to vote at the Annual Meeting. The holder of Common
Shares is entitled to one vote for each Common, and fractional vote on each
fractional Common Share held on all matters including the election of Directors.
<PAGE> 4
In the election of Directors, pursuant to Ohio law and the
Corporation's By-laws, the nominees receiving the greatest number of votes will
be elected. Common Shares as to which the authority to vote is withheld and
broker non-votes are not counted toward the election of Directors, or toward the
election of the individual nominees specified in the Proxy.
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of January 31, 1997, certain
information with respect to the only person known to the Corporation to be
beneficial owner of more than five percent (5%) of the outstanding Common
Shares. The Common Shares represent the Corporation's only class of stock.
<TABLE>
<CAPTION>
NAME & ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT (2)
---------------- ---------------------- -----------
<S> <C> <C>
National City Bank 72,654 (3) 6.63%
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3484
</TABLE>
1. Represents sole voting and investment power.
2. Based upon 1,095,455 outstanding Common Shares as of January
31, 1997.
3. Information regarding number of shares was received from
National City Bank verbally.
ELECTION OF DIRECTORS
The Code of Regulations for the Corporation, adopted April 13, 1993,
provides for a classified Board of Directors. Under Section 2.02(D) of the Code
of Regulations, the Board of Directors is divided into three classes as nearly
equal in number as the then fixed number of directors permits, with the term of
office of one class expiring each year. Each director will hold office until the
Annual Meeting for the year in which his term expires and until his successor is
duly elected and qualified, or until his earlier resignation, removal from
office or death.
It is the intention of the persons named in the proxy to vote for the
election of George E. Gessner, James E. Hoffman, III and Timothy K. Woofter.
2
<PAGE> 5
All nominees are presently members of the Board of Directors. All of
the nominees have stated their willingness to serve and no reason is presently
known why any of the nominees would be unable to serve as a Director. Each Proxy
will be voted for such nominees unless the Proxy otherwise directs.
There are no family relationships among the executive officers and/or
Directors of the Corporation. Each of the nominees and Directors listed below
has furnished to the Corporation the information set forth with respect to his
principal occupation or employment and his beneficial ownership of securities.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION WHOSE TERMS WILL EXPIRE IN 2000
PRINCIPAL COMMON SHARES PERCENT
OCCUPATION(S) BENEFICIALLY OF COMMON DIRECTOR
NAME & AGE SINCE 1992 OWNED 1/31/97(1) SHARES (2) SINCE
- - ---------- ---------- ---------------- ---------- -----
<S> <C> <C> <C> <C>
George E. Gessner, Attorney at Law, 4,826.792 (3) .44 1987
52 Gessner & Platt
L.P.A.
James E. Attorney & Presi- 624.212 .06 1984
Hoffman, III, dent Hoffman &
45 Walker Co. L.P.A.
Timothy K. Woofter, Exec. Vice Pres. of 8,190.534 .75 1985
46 Stanwade Metals
Prod. until 6/1/94.
From June of 1994
to present, Presi-
dent and Director
of Stanwade Metals Prod.
CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
P. Bennett Bowers, Vice President & 4,424.965 (4) .40 1988
46 25% Owner Bowers
Insurance Agency,
Inc.
David C. Cole, General Manager, 451.000 (5) .04 1989
38 Clyde Cole
Cadillac until
1992, General
Manager, Cole
Valley Motor Co.
since 1992.
Dennis E. Linville, Executive Vice 2,593.061 (6) .24 1988
46 President, Corp.
Secy. of the
Corporation and
the Bank. Treasurer of
the Corporation
and the Bank from
1987-1992.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
<S> <C> <C> <C> <C>
William A. Hagood, Owner & President, 2,248.595 .21 1972
65 Tri-City Mobile
Homes, Inc.
K. Ray Mahan, President, Mahan 28,209.645 (7) 2.58 1976
57 Packing Company.
Richard L. Hoover, Vice Pres. of 3,368.000 (8) .31 1980
65 Sales & Consul-
tant, Apollo Com-
munications Sys-
tems, Inc. 1989-
1992; Consultant
& Sales Mgr, VMX,
Inc, 1992 & 1993;
Consultant & Major
Acct. Exec, VMX Inc.
1993 to 1994.
Rodger W. Platt, President & Chair- 8,094.557 (9) .74 1974
61 man of the Board
of the Corp. and
President, Chair-
man of the Bank.
Executive Officers 65,865.001 (10) 6.01
and Directors as a
Group (12 Persons)
<FN>
(1) Represents sole voting and investment power unless otherwise
indicated.
(2) Based upon 1,095,455 of the Corporation's Common Shares outstanding as
of January 31, 1997.
(3) Includes 3,048 Common Shares held in a voting trust of which Mr.
George Gessner is the trustee and Mr. John F. Gessner is the
beneficial owner.
(4) Includes 3,310 Common Shares held in a voting trust of which Mr. P.
Bennett Bowers is the trustee and Mr. Paul C. Bowers is the beneficial
owner. The amount also includes 106 Common Shares owned by Laraine
Bowers, Mr. P. Bennett Bowers' wife, in a self- directed IRA.
(5) Includes 56 Common Shares owned by Marian Cole, Mr. Cole's wife, 121
Common Shares held by Marian Cole for Christopher Cole, and 24 Common
Shares held by Marian Cole for Jonathan David Cole, Mr. Cole's
children.
</TABLE>
4
<PAGE> 7
(6) Includes 61 Common Shares owned by Erin Linville and 93.289 Common
Shares owned by Brandon Linville, Mr. Linville's children.
(7) Includes 7,089.411 Common Shares owned by Nancy Mahan, Mr. Mahan's
wife and 1,708.934 Common Shares owned by Jill Mahan, Mr. Mahan's
child.
(8) Includes 1,709 Common Shares owned by Marlene Hoover, Mr. Hoover's
wife.
(9) Includes 342 Common Shares owned by Marie Platt, Mr. Platt's wife, 152
Common Shares owned by Julie Platt, and 221 Common Shares owned by
Mark Platt, Mr. Platt's children. The amount also includes 35.159
shares owned by Julie Platt in a 401(k) Plan.
(10) See notes (1) through (9).
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Corporation held seven (7) meetings
during the fiscal year ended December 31, 1996. Every Director, except William
A. Hagood, attended at least 75% of the aggregate of (1) the total number of
meetings of the Board of Directors, and (2) the total number of meetings held by
all committees of the Board on which he served.
The Corporation's Board of Directors does not have committees. The
Bank's Board of Directors has an Audit Committee, which met six (6) times in
1996. Two (2) meetings were held prior to the April, 1996 reorganization of the
committee at which Timothy K. Woofter, whose term had expired, was replaced by
K. Ray Mahan. David C. Cole and P. Bennett Bowers remained members throughout
1996. Mr. Woofter attended two meetings; Mr. Mahan attended four meetings; Mr.
Cole attended six meetings; and Mr. Bowers attended four meetings. Each
committee member attended 100% of the meetings they were eligible to attend
except Mr. Bowers, who attended 66% of the meetings. The functions performed by
the Audit Committee include the following: (1) to recommend to the Board of
Directors independent accountants for the coming year; (2) to ensure that all
director examinations and audits are in compliance with statutory requirements;
(3) to review and approve the audit plan of the external auditors; (4) to review
non-audit services performed by external auditors; (5) to determine that a
competent internal audit organization exists to meet the needs of the
Corporation and Bank; (6) to review and approve the audit plan submitted by the
General Auditor; (7) to receive periodic reports from the General Auditor
regarding the completion of the audit schedule and the results of reviews
performed by the internal audit function; (8) to receive on an annual basis a
summary of internal audit activities, including a summary of the status of
significant items disclosed during the year and an opinion on the adequacy of
the organization's system of internal controls; (9) to review and approve audit
policies; (10) to review the results of regulatory examinations and receive
periodic updates on management's efforts to address any noted deficiencies or
recommendations; (11) to review with representatives of the external audit firm
periodic accounting and financial reports and to review the contents of the
management letter issued by the external audit firm; and (12) to evaluate with
the auditors and management the Corporation's
5
<PAGE> 8
and the Bank's compliance with banking regulations, other pertinent laws and
internal guidelines on employee conduct and conflicts of interest.
The Executive Compensation Committee consists of three members of the
Bank's Board of Directors (George E. Gessner, William A. Hagood, and Richard L.
Hoover) and the Bank's Vice President and Director of Human Resources, Stephen
A. Telego, Sr. Every member of the Executive Compensation Committee attended at
least 75% of the committee's meetings during 1996. The Corporation does not
compensate its employees or Directors. Instead, all employees of the Corporation
are compensated in their capacities as employees of the Corporation and the
Bank. It is the responsibility of the Executive Compensation Committee to
establish and administer the Bank's compensation policies and to evaluate the
performance of its executive officers.
Neither the Corporation nor the Bank has a Nominating Committee.
REMUNERATION OF OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
- - ----------------------
The following table sets forth cash compensation paid by the Bank to
Rodger W. Platt, Chairman of the Board of Directors and President of the
Corporation, as well as CEO, President and Chairman of the Bank, for services
performed for the Corporation and the Bank. Mr. Platt is the only executive
officer of the Corporation to earn salary and bonus in excess of $100,000, for
the three fiscal years ended December 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL ALL OTHER
COMPENSATION COMPENSATION
- - ----------------------------------------------------------------------------
NAME AND
PRINCIPAL
POSITION YEAR SALARY ($)(1) ($)(2)(3)
- - ----------------------------------------------------------------------------
<S> <C> <C> <C>
Rodger W. Platt, 1996 $ 161,405 $16,022.22
President and Chairman of 1995 151,269 12,033.12
the Board of the Corporation 1994 126,388 10,062.00
and President, Chairman and
CEO of the Bank
(1) The salary amounts listed for each of the above years include $6,000
in Directors' fees for serving as a Director of the Bank.
(2) Includes Profit Sharing paid to employees December 31, 1994, December
31, 1995 and December 31, 1996. Mr. Platt's share of the profit was
calculated with the same formula used for all employees.
(3) Includes a combination of non-elective contributions for Mr. Platt and
employer matching of employee contributions up to two percent (2%) of
salary under the Bank's 401(k) plan.
</TABLE>
6
<PAGE> 9
DIRECTORS' COMPENSATION
- - -----------------------
The Directors of the Corporation do not receive remuneration for their
service to the Corporation, however, the same persons that serve as Directors
for the Corporation serve as Directors for the Bank. In 1996, each non-employee
("outside") Director for the Bank received fixed compensation for serving as a
Director at the rate of $750 per month. Each employee ("inside") Director for
the Bank received fixed compensation for serving as a Director at the rate of
$500 per month. Neither the inside nor the outside Directors received any
additional amounts for participation at Board of Directors' meetings, committee
participation or special assignments.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation and the Bank retained the legal services of Hoffman &
Walker Co., L.P.A. during 1996. James E. Hoffman, III, is a member of the
Corporation's Board of Directors. Mr. Hoffman is also a member of Hoffman &
Walker Co., L.P.A. The amount of fees paid to Hoffman & Walker Co., L.P.A. by
the Corporation and the Bank during 1996 was $13,009.50, which was approximately
6.5% of the law firm's gross revenues during 1996.
The Corporation and Bank also retained the legal services of Gessner &
Platt, L.P.A. Mr. George E. Gessner is a member of the Corporation's Board of
Directors. Mr. Gessner is also a member of Gessner & Platt, L.P.A. The amount of
fees paid to Gessner & Platt L.P.A. by the Corporation and the Bank during 1996
was less than five percent (5%) of the law firm's gross revenues during 1996.
REPORT ON EXECUTIVE COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
CORPORATION'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT
INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR
IN PART, THIS REPORT AND THE GRAPH SET FORTH ON PAGE 10, SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The executive officers of the Corporation receive no compensation from
the Corporation. Instead, they are paid by the Bank for services rendered in
their capacity as executive officers of the Corporation and the Bank.
Pursuant to the compensation program, the executive officers of the
Bank, including Mr. Platt, are evaluated on their performance. The ratings range
from a top score of 5, which is superior rating; to a rating of 1, which
represents a low rating, deficiency of job performance. The major areas of
performance measurement are Job Knowledge/Information, Work Quality, Accuracy,
Initiative, Originality, Customer Relations, Priority Setting, Ability To
Provide Instruction to Staff, Subordinate Feedback and Overall Evaluation.
7
<PAGE> 10
In addition, key responsibilities and duties of the position are
measured. For Mr. Platt, those key responsibilities are leadership, direction
and guidance of Bank activities; keeping the Board of Directors informed on all
significant Bank activities; initiating recommendations to the Board regarding
competition, organizational changes, new products, and expansion of service
area; communicating policies and goals to officers and department heads as well
as monitoring employee morale; striving to maintain "esprit de corps" at a level
conductive to high productivity; delegating responsibility; reviewing and
evaluating performance of senior officers in carrying out their
responsibilities; ensuring integrity of Bank assets; cultivating relationships
with customers, the community and other bankers in order to monitor the needs of
the marketplace and the services provided by competitors; maintaining
relationships with stockholders of the Corporation and the outside financial
community; exploring potential bank and non-bank business opportunities for
enhancing the profitability; and providing guidance and direction for an
on-going strategic planning process.
At its June 6, 1996 Committee meeting, the Executive Compensation
Committee reviewed the self-evaluation of Rodger W. Platt. The Committee was in
concurrence with Mr. Platt's self-evaluation of a rating of a four and one half
(4.5) which is "above expected". Based on the Bank's merit pay matrix, the
Executive Compensation Committee approved and recommended to the Board of
Directors that Mr. Platt's annual salary be adjusted to $160,225, effective June
1, 1996.
The Executive Compensation Committee recommendations were made to the
entire Board on June 11, 1996, and were approved by the Board for immediate
implementation effective June 1, 1996.
THE EXECUTIVE COMPENSATION COMMITTEE
Board Members
-------------
George E. Gessner
William A. Hagood
Richard L. Hoover
Advisor
-------
Stephen A. Telego, Sr.
Vice President and
Director of Human Resources
8
<PAGE> 11
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CORTLAND BANCORP, THE S&P 500 INDEX AND
SNL SECURITIES INDEX OF BANKS ASSET-SIZE UNDER $500M
The graph on the following page sets forth a comparison of five year
cumulative total return among the Common Shares of Cortland Bancorp, the
Standard & Poor's Index ("S&P 500 Index") and the SNL Securities Index of Banks
with assets under $500 million for the fiscal years indicated. Information
reflected on the graph assumes an investment of $100 each on December 31, 1991,
in the Common Shares of Cortland Bancorp, the S&P 500 Index and the SNL
Securities Index. Cumulative total return assumes reinvestment of all dividends.
The Corporation is not among the banking companies included in the SNL
Securities Index.
9
<PAGE> 12
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
Among Cortland Bancorp., S&P 500 INDEX AND SNL less than $500M Bank Index
<S> <C> <C> <C> <C> <C> <C>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
Cortland Bancorp 100 113.07 142.86 199.53 240.89 313.48
SNL les than $500M 100 132.05 172.41 185.43 253.67 326.5
S&P 500 100 107.62 118.47 120.03 165.13 202.89
</TABLE>
<PAGE> 13
CORTLAND BANCORP
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG CORTLAND BANCORP, S&P INDEX AND SNL less than $500M BANK INDEX
<TABLE>
<CAPTION>
Period Cortland S&P 500 SNL less than 500M
Ending Bancorp Bank Index
<S> <C> <C> <C>
12/31/91 100.00 100.00 100.00
12/31/92 113.07 107.62 132.05
12/31/93 142.86 118.47 172.41
12/31/94 199.53 120.03 185.43
12/31/95 240.89 165.13 253.67
12/31/96 313.48 202.89 326.50
</TABLE>
<PAGE> 14
INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT
Some of the Directors, officers and affiliates of both the Corporation
and the Bank are customers of and have banking transactions with the Bank. All
of these transactions were in the ordinary course of the Bank's business during
1996 and up to the present time. All loans and commitments to loan included in
such transactions were made in the ordinary course of business on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and, in the opinion of
the management of the Corporation, do not involve more than a normal risk of
collectibility or present other unfavorable features.
REPORTING PURSUANT TO SECTION 16 OF SECURITIES EXCHANGE ACT
Under the securities laws of the United States, the Corporation's
Directors, executive officers, and persons holding more than ten percent of the
Common Shares are required to report their ownership of the Common Shares and
any changes in that ownership to the Securities and Exchange Commission (the
"Commission"). The Corporation is required to report in this Proxy Statement any
omissions from such reports during the last fiscal year. According to the
records of the Corporation, all of these filing requirements were satisfied by
the Corporation's Directors and officers. In making these statements, the
Corporation has relied upon the written representations of its Directors and
officers and copies of the reports that they have filed with the Commission.
AUDITING MATTERS
The reports of Packer, Thomas and Company on the Corporation's
financial statements for the years ended December 31, 1995 and December 31,
1996, do not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Representatives of Packer, Thomas and Company are not expected to be in
attendance at the Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, if any other matters requiring a vote of
shareholders are properly presented to the meeting, it is intended that Proxies
in the accompanying form will be voted on such other matters in accordance with
the recommendations of the Board of Directors or in accordance with their best
judgment on such matters.
11
<PAGE> 15
ANNUAL REPORT
The 1996 Annual Report, including the required audited financial
statements of the Corporation and related financial information, is enclosed
with this proxy soliciting material.
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K
INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES, AS MAILED TO THE SECURITIES AND EXCHANGE
COMMISSION, IS AVAILABLE WITHOUT CHARGE UPON WRITTEN
REQUEST OF A SHAREHOLDER. PLEASE ADDRESS YOUR REQUEST TO
DENNIS E. LINVILLE, SECRETARY, CORTLAND BANCORP, 194 WEST MAIN
STREET, CORTLAND, OHIO 44410. [P.O. BOX #98], TELEPHONE (330) 637-
8040. ADDITIONAL INFORMATION IS AVAILABLE ON THE WORLD WIDE
WEB AT WWW.CORTLAND-BANKS.COM
PROPOSALS BY SHAREHOLDERS FOR 1998 MEETING
If any shareholder of the Corporation wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Corporation to be held in 1998, the proposal must be received by the
Corporation prior to the close of business on November 17, 1997.
MISCELLANEOUS
You are urged to mark, date, sign, and return your proxy promptly. For
your convenience, a self-addressed envelope is enclosed on which no postage is
required if mailed in the United States.
By Order of the Board of Directors
/s/ Dennis E. Linville
Dennis E. Linville
Secretary
March 14, 1997
12
<PAGE> 16
FORM OF PROXY
CORTLAND BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CORTLAND BANCORP
The undersigned holder of Common Shares of Cortland Bancorp. (The "Corporation")
hereby appoints William A. Hagood, Richard L. Hoover and K. Ray Mahan, or any of
them, each with power of substitution, as his proxies to attend the Annual
Meeting of Shareholders of the Corporation to be held on Tuesday, April 08, 1997
at 7:00 p.m. at the Corporation's principal office, 194 West Main Street,
Cortland, Ohio, to vote as designated below upon the following matters:
(1) FOR election as Directors WITHHOLD AUTHORITY
of all nominees listed below. to vote for all nominees
listed below.
------------ -------------
George E. Gessner, James E. Hoffman, III, Timothy K. Woofter
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
------------------------------------------------------------
(2) In their discretion, the proxies are authorized to vote on the transaction
of such other business as may properly come before the meeting.
FOR AGAINST ABSTAIN
---- ---- ----
The Corporation's Board of Directors is not aware of any other matters that will
be presented for action at said meeting.
SHARES WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, SHARES WILL
BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES LISTED IN ITEM (1), AND, AT
THE DISCRETION OF THE PROXIES, ON ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE
THE MEETING.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement is
hereby acknowledged.
Please sign, date, and return this proxy promptly in the enclosed envelope.
Dated: , 1997
----------------------
Signed:
----------------------------
Signed:
----------------------------
Please sign exactly as the name appears
hereon. If executor, trustee, etc.,
give full title. If shares are
registered in two names, both
shareholders should sign.
