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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>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CORTLAND BANCORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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 (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: ...........................................................
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<PAGE> 2
Cortland Bancorp
194 West Main Street
Cortland, Ohio 44410
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
ANNUAL May 18, 1999 The Cortland Savings and Banking Company
MEETING: 7:00 p.m., EST 194 West Main Street
Cortland, Ohio 44410
RECORD DATE: 8:00 a.m., EST, March 29, 1999. If you were a shareholder at
that time, you may vote at the Annual Meeting. Each share is
entitled to one vote. Cumulative voting is not allowed in the
election of directors. On the record date, we had 3,600,811
shares of our common stock outstanding.
AGENDA: 1. To elect 2 directors to serve for terms of three years
until the Annual Meeting in 2002 and until their
successors are elected and qualified.
2. To increase the authorized shares of the Corporation from
5,000,000 to 20,000,000.
3. To transact any other business that may properly come
before the meeting.
PROXIES: Unless you specify on the proxy card to vote differently, the
management proxies will vote all signed and returned proxies
"FOR" the Board's nominees for directors and "FOR" Agenda Item
2 to increase the authorized shares of the Corporation from
5,000,000 to 20,000,000. The management proxies will use their
discretion on any other matters that may arise. If a nominee
cannot, or will not, serve as a director, the management
proxies will vote for a person nominated by the Board of
Directors to serve as a director and whom the Board believes
will embrace our present philosophy, policies, and strategies.
PROXIES
SOLICITED BY: The Board of Directors. The cost of the solicitation is being
borne by the Corporation.
FIRST MAILING We anticipate mailing this proxy statement on or about
DATE: April 22, 1999. Subsequent mailings may occur if deemed
necessary.
REVOKING You may revoke your proxy before it is voted at the meeting.
YOUR PROXY: There are several ways you may revoke your proxy. You may
deliver a signed, written revocation letter, dated later than
the proxy; you may deliver a signed proxy, dated later than
the first proxy; or you may attend the Annual Meeting and vote
in person or by proxy.
NOTE ON On May 15, 1998, we split our common stock on a 3 for 1 basis,
STOCK SPLIT: for shareholders of record as of April 25, 1998. All shares,
share prices and related figures are restated in this proxy
statement to reflect the stock split, as well as the 3% stock
dividend paid January 1, 1999.
YOUR Your comments about any and all aspects of our business are
COMMENTS: welcome. Although we may not respond on an individual basis,
your comments help us measure shareholder satisfaction.
Collectively, we may benefit from your suggestions and
comments.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
<PAGE> 3
<TABLE>
<CAPTION>
CONTENTS
<S> <C> <C>
General Information 1
*Election of Directors 2
Board Information 4
Executive Compensation Committee Report 4
*We expect to vote Summary Compensation Table 6
on these items at Compensation Committee Interlocks and Insider Participation 6
the meeting Performance Graph 7
Section 16(A) Beneficial Ownership Reporting 8
*Increasing Authorized Shares to 20,000,000 9
Voting Procedures 10
</TABLE>
ELECTION OF DIRECTORS
BOARD The Corporation's Board of Directors has nine (9) members.
STRUCTURE: The directors are divided into three classes. At each Annual
Meeting, the term of one class expires. Directors in each
class serve for three-year terms.
BOARD On January 6, 1999, the Board of Directors accepted the
RESIGNATIONS resignations of P. Bennett Bowers and Dennis E. Linville as
AND directors of Cortland Bancorp and it's subsidiary bank, the
APPOINTMENTS: Cortland Savings and Banking Company (the "Bank"). The
resignations were voluntary, as Mr. Bowers and Mr. Linville
plan to pursue business opportunities that could conflict with
their duties as members of the Board.
On February 9, 1999, the Board voted to reduce the number of
Directors from ten (10) to nine (9). Lawrence A. Fantauzzi,
Senior Vice President, Controller, Treasurer and Chief
Financial Officer of the Corporation, was elected Secretary of
the Corporation and appointed to the Board of Directors of the
Corporation and the Bank. Mr. Fantauzzi has served as an
officer of the Bank since 1985, and as an officer of the
Corporation since 1987. His term as director expires at the
1999 Annual Meeting.
BOARD NOMINEES
<TABLE>
<CAPTION>
<S> <C> <C>
IF ELECTED, Lawrence A. Fantauzzi Mr. Fantauzzi was elected Senior Vice
TERMS EXPIRE President of Cortland Savings and Banking
AT THE 2002 Company in 1996. He serves as
ANNUAL Controller and Chief Financial Officer, as
MEETING: well as Secretary-Treasurer of both the Corporation
and the Bank. Mr. Fantauzzi has also been Vice
President and Director of New Resources Leasing
Corporation since 1995. Mr. Fantauzzi is 51 years
old.
We will elect 2 David C. Cole Mr. Cole is a partner and General Manager
Directors this year of Cole Valley Motor Company and he is
a partner in Cole Brothers Dodge. Mr. Cole
is 40 years old and has been a member of the
Board since 1989.
</TABLE>
Proxies solicited by the Board of Directors will be voted "FOR" the Board's
nominees listed above unless a different vote is specified.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES LISTED ABOVE.
2
<PAGE> 4
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C>
TERMS EXPIRE William A. Hagood Mr. Hagood is the owner and
AT THE 2001 President of Tri-City Mobile Homes,
ANNUAL Inc. Mr. Hagood is 67 years old and
MEETING: has been a member of the Board since
1972.
K. Ray Mahan Mr. Mahan is President of Mahan
Packing Company. Mr. Mahan is 59
years old and has been a member of
the Board since 1976.
Richard L. Hoover Mr. Hoover is currently retired. He
most recently served as a Consultant
and Major Account Executive for VMX,
Inc. Mr. Hoover is 66 years old and
has been a member of the Board since
1980.
Rodger W. Platt Mr. Platt is President and Chairman
of the Board of the Corporation. He
is also President, Chairman of the
Board and Chief Executive Officer of
the Bank. Mr. Platt is 63 years of
age and has been a member of the
Board since 1974.
TERMS EXPIRE George E. Gessner Mr. Gessner is an Attorney. He is a
AT THE 2000 partner in the Law Firm of Gessner &
ANNUAL Platt Co., L.P.A. Mr. Gessner is 54
MEETING: years old and has been a member of
the Board since 1987.
James E. Hoffman, III Mr. Hoffman is an Attorney. He is
President of Hoffman & Walker Co.,
L.P.A. Mr. Hoffman is 47 years old
and has been a member of the Board
since 1984.
Timothy K. Woofter Mr. Woofter is President and
Director of Stanwade Metal Products.
Mr. Woofter is also Vice President
and Director of Kinsman Precast,
Inc. and is a partner in Kinsman
Associates. He serves as a Director
for Steel Tank Institute, and Tank
Engineering Specialist. Mr. Woofter
is a general partner in the Woofter
Family Limited Partnership and a
past director of Steel Tank
Association. He is 48 years old and
has been a member of the Board since
1985.
</TABLE>
3
<PAGE> 5
BOARD INFORMATION
BOARD In 1998, the Board held a total of seven regular meetings.
MEETINGS: Each director attended at least 75% of his Board and
committee meetings with the exception of William A. Hagood
and George E. Gessner. Mr. Hagood and Mr. Gessner each
attended five of the seven meetings, representing 72% of the
total number of meetings held.
BOARD THE AUDIT COMMITTEE recommends to the full Board, appointment
COMMITTEES: of the Corporation's independent auditors. It also approves
audit reports and plans, accounting policies, and audit
outsource arrangements including audit scope, internal audit
reports, audit fees and certain other expenses. The Audit
Committee held five meetings during 1998. All members of the
committee are non-employee directors. Serving as members in
1998 were Messieurs Hoover, Mahan and Woofter.
THE EXECUTIVE COMPENSATION COMMITTEE recommends executive
officer compensation for Cortland Savings and Banking Company.
Cortland Bancorp does not compensate its employees or
directors. The Cortland Savings and Banking Company
compensates all employees of the Corporation. The Executive
Compensation Committee also oversees the Employee Service
Award Program, the Profit Sharing Program and the Employee
Benefit Plan 401(k). The Executive Compensation Committee
delegated to Mr. Stephen Telego, Sr., Senior Vice President,
Chief of Corporate Administration and advisor to the Executive
Compensation Committee, the authority to set compensation
standards for non-executive officers, subject to the
committee's supervision. The committee evaluates the
competitiveness of Cortland Savings and Banking Company's
compensation and benefit programs as it relates to executive
officers and that of the Chief Executive Officer. It held two
regular meetings in 1998. Members comprising the committee in
1998 were Messieurs Bowers, Hagood and Woofter.
The Board does not have a separate nominating committee. The
entire Board performs those duties.
BOARD COMPENSATION
RETAINER Non-employee directors receive a $12,000 annual retainer.
AND FEES: Employee directors receive a $6,000 annual retainer.
EXECUTIVE COMPENSATION COMMITTEE REPORT
THE The Executive Compensation Committee is comprised only of
COMMITTEE: independent directors as defined by the Securities and
Exchange Commission (SEC) and the Internal Revenue Service
(IRS). The committee exercises the Board's power in
determining the compensation level of executive officers of
the Bank. The Executive Compensation Committee oversees the
Employee Service Award Program, the Profit Sharing Program and
the Employee Benefit Plan 401(k). Our compensation program is
designed to help us attract, retain and motivate all of our
employees.
OVERALL We have developed a compensation program for executives
OBJECTIVES: designed to:
- reward performance that increases the value of your
stock;
- attract, retain and motivate executives with competitive
compensation opportunities;
- encourage management ownership of the Corporation's
stock; and
- balance short-term and long-term strategic goals.
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<PAGE> 6
EXECUTIVE The executive officers of the Bank are reviewed and evaluated
COMPENSATION on their performance by Mr. Platt. Mr. Platt is evaluated on
GENERALLY: his performance by the Executive Compensation Committee. 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 how
each of these areas relate to the overall objectives of the
Corporation and the Bank. Mr. Platt's key responsibilities are
also reviewed. They include leadership; direction and guidance
of 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 conducive to high productivity; delegating
responsibility; ensuring integrity of the Corporation's and
the Bank's assets; cultivating relationships with customers,
the community and other bankers; maintaining relationships
with shareholders; and providing guidance and direction for an
on-going strategic planning process.
EMPLOYEE The Bank maintains a compensatory arrangement under which
SERVICE named executive officers receive a $5,000 credit for each year
AWARD of service from the date of hire. The participants are
PROGRAM: eligible to receive benefits if they have completed ten (10)
years of continuous service and reach age 62 and retire, or
retire due to a disability which qualifies for social security
disability payments. The distributions are paid monthly over a
ten year period commencing upon retirement. In the event of a
change in control of the Bank, all named executives would
receive a lump sum distribution equal to the present value of
the balance credited to each executive officer.
PROFIT The Bank maintains a discretionary Profit Sharing Program for
SHARING it's executive officers and employees. If the Bank achieves
PROGRAM: its profit goal for the fiscal year, the Board of Directors
may approve profit sharing. Each employee receives one point
for every ten years of service and one point for every
thousand dollars of pay earned during the year. This total is
multiplied by a factor determined by the Board and the new
total is multiplied by a factor representing the employee's
job grade, placement within that job grade and most recent
performance review.
EMPLOYEE The Bank has a defined contribution retirement plan which
BENEFIT covers all employees that have accumulated 1,000 hours of
PLAN 401(k): service in the 12 months immediately preceding the plan
entry dates of January 1 or July 1. The Bank will contribute
2% of the gross pay of each eligible participant. The Bank
matches participants' voluntary contributions up to 2% of
gross pay. Participants may make voluntary contributions up to
a maximum of 10% of gross wages or the annual maximum allowed
by IRS, whichever is less.
CEO The Executive Compensation Committee set Mr. Platt's total
COMPENSATION: compensation for 1998 based on The Cortland Savings and
Banking Company's performance, his individual performance,
compensation levels at other companies, and the desire to
retain him. His salary reflects the leadership, vision and
focus he has provided.
The Executive Compensation Committee reviewed the
self-evaluation of Mr. Platt. The committee was in agreement
with Mr. Platt's self-evaluation rating of 4.5 which is "above
expected". Based on the Bank's merit pay matrix, the committee
approved and recommended to the Board that Mr. Platt's annual
salary be adjusted to $197,945.16, effective July 1, 1998.
Mr. Platt is the only named executive officer who is now
eligible to retire and receive the benefits of the Employee
Service Award Program. The estimated annual retirement benefit
to be paid to Mr. Platt would be $18,500 annually, if Mr.
Platt were to retire at age 65.
5
<PAGE> 7
CONCLUSION: We believe that Mr. Platt and his executive team have provided
outstanding service to the Corporation and to the Bank. The
Executive Compensation Committee will work to assure that the
executive compensation programs continue to meet our strategic
goals as well as the overall objectives discussed above.
P. Bennett Bowers, William A. Hagood and Timothy K. Woofter,
Directors
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual All Other
Compensation Compensation
Name and
Principal Position Year Salary ($)(1) ($) (2) (3)
<S> <C> <C> <C>
Rodger W. Platt 1998 $195,261.18 $21,638.00
President and Chairman of 1997 $174,877.08 $19,927.00
The Board of the Corporation 1996 $151,269.00 $16,022.22
and President, Chairman and
CEO of the Bank
</TABLE>
(1) The salary amount listed for each of the above years includes $6,000 in
Directors' fees for serving as a Director of the Bank.
(2) Includes Mr. Platt's share of Profit Sharing paid to all eligible employees,
amounting to $15,238 paid December 31, 1998, $13,111 paid December 31, 1997 and
$9,806 paid December 31, 1996.
(3) Includes a combination of non-elective contributions for Mr. Platt
($3,200.00 in 1998, $3,408.00 in 1997 and $3,108.11 in 1996) and employer
matching of employee contributions up to 2% of salary under the Bank's 401(k)
plan ($3,200.00 in 1998, $3,408.00 in 1997 and $3,108.11 in 1996).
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
HOFFMAN & The Corporation and the Bank retained the legal services of
WALKER CO., LPA Hoffman & Walker Co., LPA during 1998. James E. Hoffman, III
is a member of the Corporation's Board of Directors. Mr.
Hoffman is also a part owner of Hoffman & Walker Co., LPA. The
amount of fees paid to Hoffman & Walker Co., LPA by the
Corporation and the Bank during 1998 was $13,349, which was
approximately 6.5% of the firm's gross revenues during 1998.
GESSNER & The Corporation and the Bank also retained the legal services
PLATT, CO., LPA of Gessner & Platt, Co., LPA. Mr. George E. Gessner is a
member of the Corporation's Board of Directors. Mr. Gessner is
also a member of Gessner & Platt Co., LPA. The amount of fees
paid to Gessner & Platt Co., LPA by the Corporation and the
Bank during 1998 was less than 5% of the law firm's gross
revenues during 1998.
MANAGEMENT Some of the Directors, officers and affiliates of both the
INDEBTEDNESS: Corporation and the Bank have engaged in banking transactions
with the Bank. All of these transactions were in the ordinary
course of the Bank's business during 1998 and up to the
present time. All loans and undisbursed 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, nor do they contain
or present any other features unfavorable to the Corporation
or the Bank.
6
<PAGE> 8
CORTLAND BANCORP PERFORMANCE GRAPH
Comparison of Five Year Cumulative Total Return Among Cortland Bancorp,
The S&P 500 Index and SNL Securities Index of Banks with
Assets Under $500 Million (1)
Total Return Performance
<TABLE>
<CAPTION>
Period Ending
----------------------------------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cortland Bancorp 100.00 139.67 168.53 219.31 328.03 515.39
S&P 500 Index 100.00 101.32 139.39 171.26 228.42 293.69
SNL Bank Index (under $500 million) 100.00 107.55 147.13 189.37 322.82 294.76
</TABLE>
(1) Assumes that on December 31, 1993, $100 each was invested in the common
shares of Cortland Bancorp, the S&P 500 Index, and the SNL Bank Index, with
all subsequent dividends reinvested. Cortland Bancorp is not among the
banking companies included in the SNL Bank Index, nor is it included in the
S&P 500 Index. Past performance provides no guarantee or assurance that
similar results can or will be achieved in the future.
7
<PAGE> 9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our directors and executive officers, all
stock ownership reports required to be filed by such persons with the SEC were
timely made during 1998.
CORTLAND BANCORP SHARE OWNERSHIP
The following table lists the ownership of the Corporation's shares by directors
and executive officers. Ownership includes direct and indirect (beneficial)
ownership, as defined by rules established and promulgated by the SEC. To the
best of our knowledge, each person, along with his spouse (if any), has sole
voting and investment power unless otherwise noted. Information in this table is
based upon 3,600,811 shares of the Corporation's common shares outstanding as of
March 29, 1999.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME POSITION NUMBER OF PERCENTAGE OF
SHARES OUTSTANDING SHARES
<S> <C> <C> <C>
P. Bennett Bowers Director (resigned) 14,180.928 0.39
David C Cole Director 1,894.110 0.05
George E. Gessner Director 15,690.190 0.44
William A. Hagood Director 7,748.373 0.22
James E. Hoffman, III Director 2,102.425 0.06
Richard L Hoover Director 10,715.000 0.30
Dennis E. Linville Director (resigned) 9,607.817 0.27
K. Ray Mahan Director 89,257.715 2.48
Rodger W. Platt Chairman, President, 26,072.884(1) 0.72
and Chief Executive Officer
Timothy K. Woofter Director 40,217.663 1.12
Lawrence A. Fantauzzi Director, Senior Vice 8,289.377 0.23
President, Controller, Chief
Financial Officer and
Secretary-Treasurer
Director and Executive 234,615.535 6.52
Officers, as a group
(14 Persons)
</TABLE>
(1) Includes 921.413 shares for which Mr. Platt's son has sole voting and
investment power.
8
<PAGE> 10
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
THE CORPORATION
The Corporation is currently authorized to issue 5,000,000 common shares,
without par value, of which 3,600,811 were outstanding on March 29, 1999. If
approved, 20,000,000 common shares will now be authorized.
The Board of Directors believes that it is desirable and in the best interests
of the Corporation and its shareholders that the Corporation increase the number
of authorized but unissued common shares in order to insure flexibility of
action in the future. If the proposal is adopted, additional common shares will
be available, free from any pre-emptive rights, for issuance from time to time
as the Board of Directors may determine, without necessarily requiring further
action by the shareholders. The shares may be used for various corporate
purposes, including stock splits and dividends, acquisitions, public offerings,
and stock options and other employee benefit plans. There are no present plans
to issue any of the additional shares. There are no pending negotiations,
discussions, agreements or understandings which would involve the issuance of
any of the shares, except that the Corporation has an established practice of
declaring stock dividends each year and maintains a dividend reinvestment plan
under which dividends may be reinvested in the Corporation's common shares.
If the additional shares are authorized, it is not the present intention of the
Board to seek shareholder approval prior to any issuance of additional shares,
unless otherwise required by law. Frequently opportunities arise that require
prompt action, and it is the belief of the Board that the delay necessary for
shareholder approval of a specific issuance could be to the detriment of the
Corporation and its shareholders. The Board does not intend to issue any common
shares, except on terms which the Board deems to be in the best interests of the
Corporation and its shareholders.
An increase in authorized shares might be considered as having the effect of
discouraging an attempt by another person or entity, through the acquisition of
a substantial number of common shares, to acquire control of the Corporation.
The issuance of new shares could be used to dilute the stock ownership of a
person or entity seeking to obtain control of the Corporation.
The Board of Directors recommends a vote "FOR" the proposal to increase the
authorized shares of the Corporation from 5,000,000 to 20,000,000. Proxies
solicited by the Board of Directors will be voted "FOR" the proposal to increase
the authorized shares of the Corporation to 20,000,000 unless a different vote
is specifically indicated.
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Corporation has appointed the firm of Packer,
Thomas and Company to serve as independent auditors for the Corporation for the
1999 fiscal year. They have served as independent auditors for the Corporation
since 1994. The Board of Directors does not expect representatives of Packer,
Thomas and Company to be in attendance at the Annual Meeting.
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<PAGE> 11
VOTING PROCEDURES/REVOKING YOUR PROXY
To establish a quorum, a majority of the shares of the Corporation must be voted
at the Annual Meeting in person or by proxy. The nominees for director,
receiving the greatest number of votes, will be elected. All other matters will
be decided by a majority of votes cast on such matters.
The enclosed proxies will be voted in accordance with the instructions you
specify on the proxy. If you do not vote with respect to the election of
directors or on the proposal to increase the authorized shares, all shares
represented by your returned, signed proxy will be voted by the management
proxies selected by the Board as stated in the notice accompanying this proxy
statement.
You may revoke your proxy by taking any of the following actions:
- - Delivering a signed, written revocation letter, dated later than the first
proxy, to Deborah L. Eazor, Investor Relations, at 194 West Main Street,
P.O. Box 98, Cortland, Ohio 44410;
- - Delivering a signed proxy, dated later than the first proxy, to Deborah L.
Eazor, Investor Relations, 194 West Main Street, P.O. Box 98, Cortland, Ohio
44410; or
- - Attending the meeting and voting in person or by proxy. Simply attending the
meeting will not revoke your proxy.
Proxy Our employees may solicit proxies for no additional
Solicitation: compensation. We will reimburse banks, brokers, custodians,
nominees and fiduciaries for reasonable expense they incur in
sending these proxy materials to you if you are a beneficial
holder of our shares. The Corporation is paying all expenses
of this proxy solicitation
SUBMISSION OF SHAREHOLDERS PROPOSALS
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 2000, the proposal must be received by the Corporation
prior to the close of business on November 17, 1999. If a shareholder intends to
present a proposal at the 2000 Annual Meeting, but has not sought the inclusion
of such proposal in the Corporation's proxy materials, such proposal must be
received by the Corporation prior to January 31, 2000, or the Corporation's
management proxies for the 2000 Annual Meeting will be entitled to use their
discretionary voting authority should such proposal then be raised, without any
discussion of the matter in the Corporation's proxy material.
OTHER BUSINESS
The Board of directors knows of no other matters for consideration at the
meeting. If any other business should properly arise, the persons appointed in
the enclosed proxy have the discretionary authority to vote in accordance with
their best judgement.
A COPY OF CORTLAND BANCORP'S 1998 ANNUAL REPORT ON FORM 10-K TO THE SECURITIES
AND EXCHANGE COMMISSION MAY BE OBTAINED BY SHAREHOLDERS, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO SHAREHOLDER SERVICES, CORTLAND BANCORP, 194 WEST MAIN STREET,
P.O. BOX 98, CORTLAND, OHIO 44410.
By order of the Board of Directors.
Lawrence A. Fantauzzi
Secretary-Treasurer
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<PAGE> 12
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 hereby appoints
William A. Hagood, Richard L. Hoover and K. Ray Mahan, or any one of them with
full power of substitution, to serve as my proxy at the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, May 18, 1999 at 7:00 p.m.
at the Corporation's principal office, 194 West Main Street, Cortland, Ohio, and
to vote as designated below upon the following matters.
(1) Election of Directors
DAVID C. COLE [ ] [ ]
FOR WITHHOLD AUTHORITY
LAWRENCE A. FANTAUZZI [ ] [ ]
FOR WITHHOLD AUTHORITY
(INSTRUCTIONS: To vote for an individual nominee, place an `X' in the box marked
"FOR" following his name. If you prefer not to vote for an individual nominee,
place an `X' in the box marked `WITHHOLD AUTHORITY' following his name.)
(2) To increase the authorized shares of the Corporation from 5,000,000 to
20,000,000.
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
(3) At the time this proxy was prepared, members of the Corporation's Board of
Directors were not aware of any other matters to be presented for action at
the May meeting. However, should any such matter arise at the Annual
Meeting, I authorize the proxies of the Corporation to vote using their
discretion as deemed appropriate:
[ ] [ ]
GRANT AUTHORITY WITHHOLD AUTHORITY
SHARES WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, SHARES WILL
BE VOTED FOR THE ELECTION OF BOTH OF THE NOMINEES LISTED IN ITEM (1), FOR THE
PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF THE CORPORATION LISTED IN ITEM
(2), AND, AT THE DISCRETION OF THE PROXIES, ON ANY OTHER BUSINESS DEEMED
APPROPRIATE.
Receipt of Proxy Statement is acknowledged. Please sign, date, and return this
proxy promptly in the enclosed envelope.
Dated: , 1999
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Signature
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Signature
Please sign exactly as the name appears. If
executor, trustee, etc., give full title. If shares
are registered in two names, both should sign.
