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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 31, 2000
CORTLAND BANCORP
(Exact name as specified in its charter)
Ohio 000-13814 34-1451118
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
194 West Main Street, Cortland, Ohio 44410
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(Address of principal executive office, including Zip Code)
Registrant's telephone number, including area code: (330) 637-8040
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 31, 2000 Cortland Bancorp announced that it is commencing a
stock repurchase program to acquire up to 4.9% of Cortland Bancorp's outstanding
common stock. Cortland Bancorp currently has approximately 3,764,759 shares
outstanding. For additional information, reference is made to Cortland Bancorp's
press release dated January 31, 2000 which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The Company also announced that net income for 1999 was $4.862 million
compared to $4.816 million in 1998. Earnings per share amounted to $1.31 for
both years. Assets as of December 31, 1999 totaled $423 million, up from $398
million a year ago.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 - Press Release dated January 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORTLAND BANCORP
By: /s/ Rodger W. Platt
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Rodger W. Platt, Chairman and President
Date: January 31, 2000
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Exhibit 99.1
CORTLAND BANCORP PRESS RELEASE
Cortland, Ohio (January 31, 2000) - Cortland Bancorp (OTC Bulletin Board:
"CLDB")) today announced that the Company's Board of Directors has approved a
stock repurchase program authorizing the repurchase of up to 185,000 shares of
the Company's outstanding common stock. This repurchase program will commence on
February 3, 2000. The number of shares to be repurchased will depend on market
conditions. Accordingly, there is no guarantee as to the exact number of shares
to be repurchased. Currently, Cortland Bancorp has approximately 3,764,759
shares outstanding.
Rodger W. Platt, Chairman and President of Cortland Bancorp, stated that the
repurchase program will expire on February 3, 2001. The Board of Directors
approved the repurchase program in view of current economic and market factors,
alternate investment strategies and the strong capital position of the Company
and its banking subsidiary, The Cortland Savings and Banking Company. The
Company believes that the repurchase of its shares represents an attractive
investment opportunity which will benefit the Company and its stockholders.
According to Mr. Platt, the repurchase generally would be effected through open
market purchases or in privately negotiated transactions in accordance with
applicable regulations of the Securities and Exchange Commission. The
repurchased shares will become treasury shares available for general corporate
purposes, including possible use in connection with acquisitions or other
distributions such as stock dividends or stock splits.
As of December 31, 1999, Cortland Bancorp reported total assets of $423 million
and shareholders' equity of $44 million, representing more than 10% of total
assets. Net income for 1999 was $4.862 million compared to $4.816 million in
1998. Earnings per share amounted to $1.31 for both years.
Cortland Bancorp's principal subsidiary is the Cortland Savings and Banking
Company. The Cortland Savings and Banking Company is a full-service,
state-chartered bank engaged in commercial and retail banking and trust
services. The Cortland Savings and Banking Company's commercial and consumer
banking services include checking accounts, savings accounts, time deposit
accounts, commercial, mortgage and installment loans, commercial leasing, night
depository, automated teller services, safe deposit boxes, money order services,
travelers checks, utility bill payments and other miscellaneous services
normally offered by commercial banks. In addition, the Cortland Savings and
Banking Company offers discount brokerage services, while the Trust function
provides access to a broad range of fiduciary services.
Business is conducted at a total of thirteen offices, encompassing Trumbull
County, Portage County, Astabula County, and Mahoning County, all in
northeastern Ohio. Chartered by the State of Ohio, The Cortland Savings and
Banking Company was founded in 1892 and is also a member of the Federal Reserve
System.
