<PAGE> 1
================================================================================
SCHEDULE 14A
(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:
<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 Rule 14a-11(c) or Rule 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: ...........................................................
================================================================================
<PAGE> 2
Cortland Bancorp
194 West Main Street
Cortland, Ohio 44410
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
ANNUAL April 11, 2000 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 1, 2000. If you were a shareholder at
that time, you may vote at the Annual Meeting. Each common
share entitles the holder to one vote on each matter to be
voted on by Shareholders at the Annual Meeting. Cumulative
voting is not allowed in the election of directors. On the
record date, Cortland Bancorp had 3,764,759 shares of common
stock outstanding.
AGENDA: 1. To elect 3 directors to serve for terms of 3 years until
the Annual Meeting in 2003 and until their successors are
elected and qualified.
2. 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. 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 Cortland Bancorp.
FIRST MAILING We anticipate mailing this proxy statement on or about
DATE: March 15, 2000. Subsequent mailings may occur if deemed
necessary.
REVOKING You may revoke your proxy before it is voted at the Annual
YOUR PROXY: Meeting. 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 All shares, share prices and related figures are restated in
STOCK DIVIDEND: this proxy statement to reflect the 3% stock dividend paid
January 1, 2000.
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>
<S> <C> <C>
CONTENTS
General Information 1
*Election of Directors 2
Board Information 4
Executive Compensation Committee Report 4
*We expect to vote Summary Compensation Table 7
on this item at Compensation Committee Interlocks and Insider Participation 8
the meeting Performance Graph 9
Section 16(A) Beneficial Ownership Reporting 10
Voting Procedures 11
</TABLE>
ELECTION OF DIRECTORS
BOARD Cortland Bancorp'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 NOMINEES
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, AGE
NAME AND YEAR BECAME A DIRECTOR
---- --------------------------
<S> <C> <C>
IF ELECTED, George E. Gessner Mr. Gessner is an Attorney. He is a partner
TERM WILL EXPIRE and Director in the Law Firm of Gessner &
AT THE 2003 Platt Co., L.P.A. Mr. Gessner is 55 years
ANNUAL old and has been a member of the Board
MEETING: of Directors of Cortland Bancorp since
1987.
James E. Hoffman, III Mr. Hoffman is an Attorney. He is
President of Hoffman & Walker Co., L.P.A.
Mr. Hoffman is 48 years old and has been a
member of the Board of Directors of
Cortland Bancorp since 1984.
Timothy K. Woofter Mr. Woofter is President, CEO and Director
of Stanwade Metal Products and Lucky Oil
Equiptment. Mr. Woofter is also Vice
President, Treasurer and Director of
Kinsman Precast, Inc. and is a partner in
Kinsman Associates. He serves as a
Director for Steel Tank Institute, Tank
Engineering Specialist and Steel Tank Association.
Mr. Woofter is a general partner in the Woofter
Family Limited Partnership. He is 49 years old and
has been a member of the Board of Directors of
Cortland Bancorp since 1985.
</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 OF DIRECTORS OF CORTLAND BANCORP UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE NOMINEES LISTED ABOVE.
2
<PAGE> 4
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, AGE
NAME AND YEAR BECAME A DIRECTOR
---- --------------------------
<S> <C> <C>
Lawrence A. Fantauzzi Mr. Fantauzzi was elected Senior Vice
TERM WILL 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 Cortland
Bancorp and the Bank. Mr. Fantauzzi has also been
Vice President and Director of New Resources
Leasing Corporation since 1995. Mr. Fantauzzi is
52 years old and has been a member of the Board of
Directors of Cortland Bancorp since 1999.
David C. Cole Mr. Cole is a partner and General Manager
of Cole Valley Motor Company and he is
a partner in Cole Brothers Dodge. Mr. Cole
is 41 years old and has been a member of the
Board of Directors of Cortland Bancorp
since 1989.
TERM WILL EXPIRE William A. Hagood Mr. Hagood is the owner and President of
AT THE 2001 Tri-City Mobile Homes, Inc. Mr. Hagood
ANNUAL is 68 years old and has been a member of the
MEETING: Board of Directors of Cortland Bancorp
since 1972.
K. Ray Mahan Mr. Mahan is President of Mahan Packing
Company. Mr. Mahan is 60 years old and
has been a member of the Board of Directors
of Cortland Bancorp 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 67 years old and has
been a member of the Board of Directors of Cortland
Bancorp since 1980.
Rodger W. Platt Mr. Platt is President and Chairman of the Board of
Cortland Bancorp. He is also President, Chairman
of the Board and Chief Executive Officer of the
Bank. Mr. Platt is 64 years of age and has been a
member of the Board of Directors of Cortland
Bancorp since 1974.
</TABLE>
3
<PAGE> 5
BOARD INFORMATION
BOARD In 1999, the Board of Directors of Cortland Bancorp held a
MEETINGS: total of six (6) regular meetings. Each director attended at
least 75% of his Board and committee meetings with the
exception of George E. Gessner. Mr. Gessner attended four of
the six Board meetings, representing 66% of the total number
of meetings held.
BOARD THE AUDIT COMMITTEE recommends to the full Board of Directors
COMMITTEES: of Cortland Bancorp, appointment 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 also receives
reports from the loan review area of the Bank. The Audit
Committee held nine (9) meetings during 1999. All members of
the committee are non-employee directors. Serving as members
in 1999 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 Cortland Bancorp. 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
three (3) regular meetings in 1999. Members comprising the
committee in 1999 were Messieurs Cole, Hagood and Woofter.
The Board of Directors of Cortland Bancorp does not have a
separate nominating committee. The entire Board of Directors
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 Executive Compensation 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 Cortland Bancorp's stock;
and
- balance short-term and long-term strategic goals.
4
<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 and
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 Cortland
Bancorp 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 of
Directors 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 the integrity of the assets of
Cortland Bancorp and the Bank; 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 (10) 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 contributes 2% of the
gross pay of each eligible participant, regardless of whether
or not the participant contributes , up to the annual maximum
allowed by the IRS. The Bank matches participants' voluntary
contributions up to 2% of gross pay or the annual maximum
allowed by the IRS. Participants may make voluntary
contributions up to a maximum of 10% of gross wages or the
annual maximum allowed by the IRS, whichever is less.
CEO The Executive Compensation Committee set Mr. Platt's total
COMPENSATION: compensation for 1999 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.
5
<PAGE> 7
As part of its review of Mr. Platt's performance, the
Executive Compensation Committee requires Mr. Platt to
complete a self-evaluation of his performance. The Executive
Compensation Committee reviewed Mr. Platt's self-evaluation
and agreed with his 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 of Directors
of Cortland Bancorp that Mr. Platt's annual salary be
increased to $215,000.00, effective May 1, 1999.
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. Mr. Fantauzzi and Mr. Gasior
are not now eligible to retire and receive the benefits of the
Employee Service Award Program. The estimated annual
retirement benefits to be paid to Mr. Fantauzzi and Mr. Gasior
if they were to retire at age 65 would be $13,500 annually for
Mr. Fantauzzi and $17,000 annually for Mr. Gasior.
CONCLUSION: The Executive Compensation Committee believes that Mr. Platt
and his executive team have provided outstanding service to
Cortland Bancorp and to the Bank. The Executive Compensation
Committee will work to assure that the executive compensation
programs continue to meet our strategic goals as well as the
overall objectives discussed above.
Submitted by: David C. Cole, William A. Hagood and Timothy K.
Woofter, Directors
6
<PAGE> 8
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual All Other
Compensation Compensation
Name and
Principal Position Year Salary ($) ($) (2) (3)
<S> <C> <C> <C>
Rodger W. Platt 1999 $216,218.08(1) $22,779.00
President and Chairman of 1998 $195,261.18(1) $21,638.00
The Board of Cortland Bancorp 1997 $174,877.08(1) $19,927.00
and President, Chairman and
CEO of the Bank
Lawrence A. Fantauzzi 1999 $117,959.00(4) $12,109.02
Senior Vice President, Chief 1998 $ 93,131.70(5) $10,756.28
Financial Officer,Controller 1997 $ 84,067.32(5) $ 9,466.76
and Secretary-Treasurer of
Cortland Bancorp and the Bank
James M. Gasior 1999 $100,553.24(6) $11,210.08
Senior Vice President and 1998 $ 83,167.32(6) $ 9,734.64
Chief of Administration and 1997 $ 75,017.28(6) $ 8,553.72
Lending of Cortland Bancorp
and the Bank
</TABLE>
(1) The salary amount listed for Mr. Platt 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 $16,379.00 paid on December 31, 1999, $15,238.00 paid on December
31, 1998, and $13,111.00 paid on December 31, 1997. Includes Mr. Fantauzzi's
share of Profit Sharing paid to all eligible employees, amounting to $7,810.00
paid on December 31, 1999, $7,031.00 paid on December 31, 1998 and $6,104.00
paid on December 31, 1997. Includes Mr. Gasior's share of Profit Sharing paid to
all eligible employees, amounting to $7,188.00 paid on December 31, 1999,
$6,408.00 paid on December 31, 1998 and $5,553.00 paid on December 31, 1997.
(3) Includes a combination of non-elective contributions for Mr. Platt
($3,200.00 in 1999, $3,200.00 in 1998 and $3,408.00 in 1997) and employer
matching of employee contributions up to 2% of salary under the Bank's 401(k)
plan ($3,200.00 in 1999, $3,200.00 in 1998 and $3,408.00 in 1997); Includes a
combination of non-elective contributions for Mr. Fantauzzi ($2,249.20 in 1999,
$1,862.64 in 1998 and $1,681.38 in 1997) and employer matching of employee
contributions of up to 2% of salary under the Bank's 401(k) plan ($2,049.82 in
1999, $1,862.64 in 1998 and $1,681.38 in 1997); Includes a combination of
non-elective contributions for Mr. Gasior ($2,011.04 in 1999, $1,663.32 in 1998
and $1,500.36 in 1997) and employer matching of employee contributions of up to
2% of salary under the Bank's 401(k) plan ($2,011.04 in 1999, $1,663.32 in 1998
and $1,500.36 in 1997).
(4) Includes $5,500 in Directors' fees for serving as a Director of the Bank
beginning in February of 1999.
(5) Does not include Director's fees as Mr. Fantauzzi was not a member of the
Board.
(6) Does not include Director's fees as Mr. Gasior is not a member of the Board.
7
<PAGE> 9
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
HOFFMAN & Cortland Bancorp and the Bank retained the legal services of
WALKER CO., LPA: Hoffman & Walker Co., LPA during 1999. James E. Hoffman, III
is a member of Cortland Bancorp'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 1999 was $11,225.00, which was
approximately 5.3% of the firm's gross revenues during 1999.
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 Cortland Bancorp'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 1999 was less than 5% of the law firm's gross
revenues during 1999.
MANAGEMENT Some of the Directors, officers and affiliates of both
INDEBTEDNESS: Cortland Bancorp 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 1999 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 Cortland Bancorp, do not involve
more than a normal risk of collectibility, nor do they contain
or present any other features unfavorable to Cortland Bancorp
or the Bank.
8
<PAGE> 10
CORTLAND BANCORP PERFORMANCE GRAPH
CUMULATIVE VALUE OF $100 INVESTMENT
Comparison of Five Year Cumulative Total Return Among Cortland Bancorp,
The S&P 500 Index and SNL Securities Index of Banks with Assets Under
$500Million. (1)
[GRAPH OMITTED]
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------------
Index 12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
- - - - - - - - - - - - - - - - - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cortland Bancorp 100.00 120.65 157.00 234.81 368.89 225.73
S&P 500 Index 100.00 137.58 169.03 225.44 289.79 350.78
SNL Bank Index (under $500 million) 100.00 136.80 176.08 300.16 274.07 253.69
</TABLE>
(1) Assumes that on December 31, 1994, $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. SNL Securities provided the S&P 500 Index and the SNL Bank
Index information. Past performance provides no guarantee or assurance that
similar results can or will be achieved in the future.
9
<PAGE> 11
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 1999.
CORTLAND BANCORP SHARE OWNERSHIP
The following table lists the ownership of Cortland Bancorp's common 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 3,764,759 outstanding common shares of Cortland Bancorp as
of March 1, 2000. No person or entity owns more than 5% of the outstanding
common shares of Cortland Bancorp.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME POSITION SHARES OUTSTANDING SHARES
- - - - - - - - - - - - - - - - - ---- -------- --------- ------------------
<S> <C> <C> <C>
David C. Cole Director 2,023.814 0.05
Lawrence A. Fantauzzi Director, Senior Vice 9,167.496 0.24
President, Controller,
Chief Financial Officer
and Secretary-Treasurer
George E. Gessner Director 16,390.452 0.44
William A. Hagood Director 8,278.962 0.22
James E. Hoffman, III Director 2,246.394 0.06
Richard L. Hoover Director 11,036.000 0.29
K. Ray Mahan Director 95,369.865 2.53
Rodger W. Platt Chairman, President, and 26,712.085 0.71
Chief Executive Officer
Timothy K. Woofter Director 42,072.969 1.18
Directors and Executive 224,785.861 5.97
Officers, as a Group
(17 Persons)
</TABLE>
10
<PAGE> 12
NOTIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of Cortland Bancorp has appointed the firm of Packer
Thomas to serve as independent auditors for Cortland Bancorp for the 2000 fiscal
year. They have served as independent auditors for Cortland Bancorp since 1994.
The Board of Directors does not expect representatives of Packer Thomas to be in
attendance at the Annual Meeting.
VOTING PROCEDURES/REVOKING YOUR PROXY
To establish a quorum, a majority of the common shares of Cortland Bancorp 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. Any other matters to be
voted upon at the annual meeting will be decided by a majority of the votes cast
on such matters unless a different percentage of votes is required by law or
Cortland Bancorp's Articles or Regulations. The Board of Directors of Cortland
Bancorp is not aware as of the date of this proxy statement of any other matters
to be voted upon at the Annual Meeting.
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, all shares represented by your returned, signed proxy will be voted
by the management proxies selected by the Board of Directors of Cortland Bancorp
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 Annual Meeting and voting in person or by proxy. Simply
attending the Annual 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 the reasonable expenses they
incur in sending these proxy materials to you if you are a
beneficial holder of our shares. Cortland Bancorp is paying
all expenses of this proxy solicitation.
11
<PAGE> 13
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 2001, the proposal must be received by the Corporation
prior to the close of business on November 17, 2000. If a shareholder intends to
present a proposal at the 2001 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, 2001, or the Corporation's
management proxies for the 2001 Annual Meeting will be entitled to use their
discretionary voting authority should such proposal then be raised, without any
discussion of the matter in Cortland Bancorp's proxy material.
OTHER BUSINESS
The Board of Directors knows of no other matters for consideration at the Annual
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 1999 ANNUAL REPORT ON FORM 10-K TO THE SECURITIES
AND EXCHANGE COMMISSION MAY BE OBTAINED BY SHAREHOLDERS, WITHOUT CHARGE, UPON
WRITTEN REQUEST TO SHAREHOLDER RELATIONS, CORTLAND BANCORP, 194 WEST MAIN
STREET, P.O. BOX 98, CORTLAND, OHIO 44410.
By order of the Board of Directors.
/s/Lawrence A. Fantauzzi
Lawrence A. Fantauzzi
Secretary-Treasurer
12
<PAGE> 14
FORM OF PROXY
CORTLAND BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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, April 11, 2000 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
GEORGE E. GESSNER [___] [___]
FOR WITHHOLD AUTHORITY
JAMES E. HOFFMAN, III
[___] [___]
FOR WITHHOLD AUTHORITY
TIMOTHY K. WOOFTER
[___] [___]
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) 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 April 11th 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 ALL OF THE NOMINEES LISTED IN ITEM (1) 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:_________________, 2000
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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.
