SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934)
CORTLAND FIRST FINANCIAL CORPORATION
(Name of Issuer)
CORTLAND FIRST FINANCIAL CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $1.6667 per share
(Title of Class of Securities)
220613103
(CUSIP number of class of securities)
David R. Alvord
President and Chief Executive Officer
Cortland First Financial Corporation
65 Main Street
Cortland, New York 13045
607-758-1201
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
May 28, 1997
(Date tender offer first published, sent or given to security holders)
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
$3,600,000 $720
* Calculated solely for purposes of determining the filing fee,
assuming the purchase of 150,000 shares at $24.00, net in cash
per share.
____ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Cortland First Financial
Corporation. The address of the issuer's principal
executive office is 65 Main Street, Cortland, New York
13045.
(b) Information set forth in the Offer to Purchase filed as
Exhibit a(1) to this statement (the "Offer to Purchase")
under the headings "Introduction" and "Source and Amount
of Funds" is incorporated herein by reference.
Directors, Officers and Affiliates of the Company are
eligible to participate in the Offer on the same terms as
stockholders in general. The Company does not know to
what extent, if at all, such persons will participate in
the Offer.
(c) Information set forth in the Offer to Purchase under the
heading"Price Range of Common Stock; Dividends" is
incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Information set forth in the Offer to Purchase under the
heading "Source and Amount of Funds" is incorporated
herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE ISSUER OR AFFILIATE.
Information set forth in the Offer to Purchase under the
headings "Purpose of the Offer" and "Source and Amount of
Funds" is incorporated herein by reference. The issuer does
not currently have any plans or proposals that relate to or
would result in any of the events described in items 3 (a)-(j).
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Information set forth in the Offer to Purchase under the
heading "Miscellaneous" is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
Not applicable.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in (i) Item 8 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on March 26,
1997 (Commission File No. 0-15366); and (ii) Item 1 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed with the Commission
on May 12, 1997 (Commission File No. 0-15366); is
incorporated herein by reference.
(b) Information set forth in the Offer to Purchase under the
heading "Financial and Other Information" is incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Information in the Offer to Purchase and the other tender
offer documents filed as exhibits to this statement is
incorporated herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated May 28, 1997.
(a)(2) Letter dated May 28, 1997 from David R. Alvord,
President and Chief Executive Officer of the
Company.
(a)(3) Question and Answer Sheet for Stockholders.
(a)(4) Form of Letter of Transmittal.
(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, including form of
communication to clients.
(a)(6) Form of Notice of Guaranteed Delivery.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) The information set forth in (i) Item 8 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Commission on March 26,
1997 (Commission File No. 0-15366); and (ii) Item 1 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed with the Commission
on May 12, 1997 (Commission File No. 0-15366); is
incorporated herein by reference.
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated May 28, 1997 CORTLAND FIRST FINANCIAL CORPORATION
By: /s/ David R. Alvord
David R. Alvord
Title: President and Chief
Executive Officer
Exhibit 99-A1
CORTLAND FIRST FINANCIAL CORPORATION
65 Main Street, Cortland, New York 13045
OFFER TO PURCHASE COMPANY STOCK
FOR CASH
May 28, 1997
Introduction
Cortland First Financial Corporation (the "Company") is
offering to purchase up to 150,000 shares (the "Shares") of its
outstanding common stock, par value $1.6667 per share, at a price
not less than $21.00 nor greater than $24.00 per share in cash,
upon the terms and conditions described in this offer to purchase
Company stock (the "Offer").
The Company will, in accordance with the terms and
conditions of this Offer, determine a single per share price within
the price range of $21.00 to $24.00 per share that will be paid in
cash to stockholders who validly tender and have not withdrawn
their Shares pursuant to the Offer (the "Purchase Price"). In
tendering their Shares for repurchase, Stockholders must specify at
what price they are willing to sell their Shares within the
specified price range. At the expiration of the Offer, the Company
will decide how many Shares it desires to repurchase given the
number of Shares tendered at various prices. However, the Company
will pay all stockholders the same price for Shares repurchased in
the Offer, which will be the lowest Purchase Price that will allow
the Company to purchase the number of shares desired. For a
further explanation of the Offer terms and price determination see
Section 1 below.
Stockholders must properly complete and return the Letter
of Transmittal and other relevant documents in accordance with the
instructions prior to the Expiration Date on July 2, 1997 to
participate in the Offer. Questions and requests for assistance or
for additional copies of this Offer to Purchase, the Letter of
Transmittal, or other documents may be directed to American Stock
Transfer and Trust Company (the "Depository") at its address and
telephone number set forth on the back cover of this Offer to
Purchase.
The Company's sole subsidiary is First National Bank of
Cortland (the "Bank"). The 1996 Annual Report (including financial
statements) for the Company and Bank was recently mailed to all
stockholders. If you would like an additional copy of the Annual
Report or desire other relevant information, please contact the
Company.
Purpose of the Offer
The Company is making the Offer to (i) reposition the
Company's capital structure for the benefit of its stockholders and
(ii) afford to those stockholders who desire liquidity an
opportunity to sell all or a portion of their Shares without the
usual transaction costs associated with open market sales. After
the Offer is completed, the Company expects to have adequate
retained capital levels, sufficient cash flow, and access to other
sources of capital to fund its growth initiatives, including
expanding its business operations within its strategic plan.
The Board of Directors believes that, given the Company's
business, assets, and prospects, the purchase of the Shares
pursuant to the Offer is an attractive investment that will benefit
the Company and its remaining stockholders. The Offer is designed
to offset the lack of liquidity in the stock by offering to
repurchase the Shares at a price which is believed to be fair to
stockholders and fair to the Company.
The Offer provides stockholders who are considering a
sale of all or a portion of their Shares the opportunity to
determine the price or prices (not less than $21.00 nor greater
than $24.00 per share) at which they are willing to sell their
Shares. The Offer will allow stockholders to receive cash for
their Shares without the usual costs associated with a market sale
and will also allow owners of small amounts of stock to avoid
payment of brokerage commissions and any odd-lot costs payable for
sales of small amounts of stock. The Offer allows for stockholders
to sell a portion of their Shares while retaining a continuing
equity interest in the Company if they so desire. Participation in
the offer by a stockholder is completely voluntary. Stockholders
who determine not to participate in the Offer will increase their
proportionate interest in the Company's equity, and therefore in
the Company's future earnings and assets, subject to the Company's
future performance and right to issue additional equity securities
in the future.
The Board believes the purchase of Company common stock
in the designated price range is fair to stockholders and
consistent with the Company's long-term goals. To the extent that
stockholders decide to sell a substantial portion of shares, the
Company will be able to reduce its capital levels which should
enhance stockholder value for remaining stockholders over the long
term. To the extent that the number of the Company's stockholders
is reduced, the Company will be able to reduce administrative
expenses.
The Company may in the future purchase shares of its
common stock in the open market, in private transactions, through
future tender offers or otherwise. However, during the period of
the Offer and for 10 days thereafter, the Company will only
purchase Shares pursuant to the terms of the Offer. Any possible
future purchases by the Company will depend on numerous factors,
including the market price of the common stock, the results of this
Offer, the Company's business and financial condition, and general
economic and market conditions.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE
MAKING OF THE OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDERS AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD
OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. <PAGE>
THE OFFER
I. Terms of Purchase; Determination of Purchase Price; and Pro
Ration of Shares
Terms of Purchase. In accordance with the terms and
conditions of the Offer, the Company is offering to purchase up to
150,000 Shares (or such greater or lesser number of Shares as the
Company in its discretion may determine) as are validly tendered by
stockholders before the Expiration Date at a cash price not less
than $21.00 nor greater than $24.00 per Share to be determined in
the manner set forth below. The Offer to repurchase Shares by the
Company shall remain open for approximately 30 days and terminate
on July 2, 1997 at 5:00 p.m. ("Expiration Date"), unless the
Company in its sole discretion shall have extended the Offer
period. To participate in the Offer, stockholders must comply with
the procedures described in Section II, below.
Determination of Purchase Price. Due in part to the
limited trading market for the Shares and the Board of Directors'
desire to be as fair as possible, the Purchase Price of the Shares
will be determined through a process commonly referred to as a
"Dutch Auction." Stockholders should understand that the Company
will pay the same price for all Shares purchased in the Offer.
However, as noted below, the Company will select the lowest
Purchase Price within the designated range which will allow it to
purchase the number of Shares it decides to acquire based upon the
prices that tendering stockholders have indicated they will accept
for their Shares. Accordingly, if a stockholder tenders Shares and
designates the highest price within the designated price range, it
may result in none of those Shares being repurchased because the
Company is able to acquire the number of Shares desired at a lower
price.
In accordance with the instructions on the Letter of
Transmittal, each stockholder tendering Shares must specify the
price (within the designated range) at which such stockholder is
willing to have the Company purchase the Shares. As promptly as
possible following the Expiration Date, the Company will, in its
sole discretion, determine the Purchase Price (not less than $21.00
nor greater than $24.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking
into account the number of Shares tendered at the various prices by
the stockholders. The Company reserves the right, in its sole
discretion, to purchase less than 150,000 Shares or more than
150,000 Shares.
A hypothetical example, for illustrative purposes only,
is provided below to assist in understanding this process.
<PAGE>
Hypothetical Example Only
Number of Shares Tendered at Expiration Date at Various Prices
Designated Price at Which Number of Shares Tendered
Stockholders Tender their Shares by Stockholders
$21.00 40,000
$22.00 40,000
$23.00 40,000
$24.00 40,000
If the results of the Offer were as set forth above, the Company
might decide to purchase 120,000 Shares at the single Purchase
Price of $23.00 per share. Stockholders who only tendered Shares
at a price of $24.00 per share would not have any Shares purchased
and their Shares would be returned to them. The Company would pay
all stockholders who tendered Shares at $23.00 per share or lower,
the same price of $23.00 per share. This example is only for
illustrative purposes and is not intended to represent management's
views regarding stockholder response or pricing, and does not in
any way bind the Company. Stockholders should note that the
Company retains the power to amend the Offer terms as noted in
Section VII below.
Purchase Priorities. To the extent that stockholders
responding to this Offer desire to sell more Shares than the
Company desires to purchase, the Company will purchase the Shares
tendered in the following order:
(1) Shares tendered by stockholders who own less than
100 Shares will be purchased first in total,
provided that the stockholder tenders all Shares
owned and such Shares are tendered at a price at or
below the Purchase Price (as determined in the
"Dutch Auction" process).
(2) After purchase of all of the Shares covered by (1)
above, all other Shares tendered at or below the
Purchase Price (as determined in the "Dutch
Auction" process) will be purchased on a pro rata
basis.
In the event of proration, the number of Shares accepted
from each stockholder tendering Shares (excluding Shares accepted
pursuant to paragraph (1) above) shall be based on the ratio of the
number of Shares tendered by such stockholder at or below the
Purchase Price to the total number of Shares tendered by all
stockholders at or below the Purchase Price.
This Offer and related materials will be mailed to all
record holders of Shares on approximately May 28, 1997 and will be
furnished to brokers, banks, and similar persons who may be the
record owner of shares beneficially held by others.
II. Procedures for Tendering Shares
Proper Tender of Shares. For Shares to be validly
tendered pursuant to the Offer, (a) the certificates for such
Shares (or confirmation of receipt of such Shares pursuant to the
procedures for book-entry delivery set forth below), together with
a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature
guarantees and any other documents required by the Letter of
Transmittal, must be received prior to 5:00 p.m., Eastern time, on
the Expiration Date by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase or (b) the
tendering stockholder must comply with the guaranteed delivery
procedure set forth below.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF
TRANSMITTAL, STOCKHOLDERS DESIRING TO TENDER SHARES PURSUANT TO THE
OFFER MUST PROPERLY INDICATE THE PRICE (IN MULTIPLES OF $.50) AT
WHICH THEIR SHARES ARE BEING TENDERED.
Signature Guarantees and Method of Delivery. No
signature guarantee is required on the Letter of Transmittal (i) if
the Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes of this Section II, shall include
any participant in The Depository Trust Company or The Philadelphia
Depository Trust Company (collectively, the "Book-Entry Transfer
Facilities") whose name appears on a security position listing as
the owner of the Shares) tendered therewith and such holder has not
completed either the box entitled "Special Delivery Instructions"
or the box entitled "Special Payment Instructions" on the Letter of
Transmittal; or (ii) if Shares are tendered for the account of a
member firm of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or agency
in the United States. In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an eligible guarantor
institution (a bank, stockbroker, savings and loan association, or
credit union with membership in an approved signature guarantee
medallion program) pursuant to Rule l7Ad-15 promulgated under the
Securities Exchange Act of 1934 (an "Eligible Institution"). See
Instruction 1 of the Letter of Transmittal. If a certificate for
Shares is registered in the name of a person other than the person
executing a Letter of Transmittal, or if payment is to be made, or
Shares not purchased or tendered are to be issued, to a person
other than the registered holder, the certificate must be endorsed
or accompanied by an appropriate stock power, in either case,
signed exactly as the name of the registered holder appears on the
certificate, with the signature on the certificate or stock power
guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a
timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at one of the Book-Entry Transfer
Facilities as described above), a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile
thereof) and any other documents required by the Letter of
Transmittal. The method of delivery of all documents, including
certificates for Shares, the Letter of Transmittal and any other
required documents, is at the election and risk of the tendering
stockholder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.
Book-Entry Delivery. The Depositary will establish an
account with respect to the Shares for purposes of the Offer at
each Book-Entry Transfer Facility within two business days after
the date of this Offer to Purchase, and any financial institution
that is a participant in a Book-Entry Transfer Facility's system
may make book-entry delivery of the Shares by causing such facility
to transfer Shares into the Depositary's account in accordance with
the Book-Entry Transfer Facility's procedures for transfer.
Although delivery of Shares may be effected through a book-entry
transfer into the Depositary's account at a Book-Entry Transfer
Facility, either (i) a properly completed and duly executed Letter
of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantees and any other required documents
must, in any case, be transmitted to and received by the Depositary
at one of its addresses set forth on the back cover of this Offer
to Purchase prior to the Expiration Date, or (ii) the guaranteed
delivery procedure described below must be followed. Delivery of
the Letter of Transmittal and any other required documents to a
book-entry transfer facility does not constitute delivery to the
Depositary.
Backup Federal Income Tax Withholding. To prevent backup
federal income tax withholding on payments made to stockholders for
Shares purchased pursuant to the Offer, each stockholder who does
not otherwise establish an exemption from such withholding must
provide the Depository with the stockholder's correct taxpayer
identification number and provide certain other information by
completing the substitute Form W-9 included in the Letter of
Transmittal. Foreign stockholders may be required to submit Form W-8,
certifying non-United States status, to avoid backup
withholding. See Instruction 12 and Form W-9 in the Letter of
Transmittal. For a discussion of certain federal income tax
consequences to tendering stockholders, see Section VIII.
Guaranteed Delivery. If a stockholder desires to tender
Shares pursuant to the Offer and such stockholder's Share
certificates are not immediately available (or the procedures for
book-entry delivery cannot be completed on a timely basis) or if
time will not permit all required documents to reach the Depositary
prior to the Expiration Date, such Shares may nevertheless be
tendered, provided that all of the following conditions are
satisfied:
(a) such tender is made by or through an Eligible
Institution;
(b) the Depositary receives by hand, mail, telegram or
facsimile transmission, on or prior to the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Company has provided with this Offer
to Purchase (specifying the price at which the Shares are being
tendered), including (where required) a signature guarantee by an
Eligible Institution; and
(c) the certificates for all tendered Shares, in proper
form for transfer (or confirmation of book-entry delivery of such
Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities), together with a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile
thereof) and any required signature guarantees or other documents
required by the Letter of Transmittal, are received by the
Depositary within three OTC trading days after the date of receipt
by the Depositary of such Notice of Guaranteed Delivery.
If any tendered Shares are not purchased, or if less than
all Shares evidenced by a stockholder's certificates are tendered,
certificates for unpurchased Shares will be returned as promptly as
practicable after the expiration or termination of the Offer or, in
the case of Shares tendered by book-entry delivery at a Book-Entry
Transfer Facility, such Shares will be credited to the appropriate
account maintained by the tendering stockholder at the appropriate
Book-Entry Transfer Facility, in each case without expense to such
stockholder.
Determination of Validity; Rejection of Shares; Waiver of
Defects; No Obligation to Give Notice of Defects. All questions as
to the number of Shares to be accepted, the price to be paid
therefor and the validity, form, eligibility (including time of
receipt) and acceptance of any tender of Shares will be determined
by the Company, in its sole discretion, and its determination shall
be final and binding on all parties. The Company reserves the
absolute right to reject any or all tenders of any Shares that it
determines are not in appropriate form or the acceptance for
payment of or payment for which may be unlawful. The Company also
reserves the absolute right to waive any of the conditions of the
Offer or any defect or irregularity in any tender with respect to
any particular Shares. No tender of Shares will be deemed to have
been validly made until all defects or irregularities have been
cured by the tendering stockholder or waived by the Company.
Neither the Company, the Depositary or any other person shall be
obligated to give notice of any defects or irregularities in
tenders, nor shall any of them incur any liability for failure to
give any such notice.
Tendering Stockholder's Representation and Warranty;
Company Acceptance Constitutes an Agreement. A tender of Shares
pursuant to any of the procedures described above will constitute
the tendering stockholder's acceptance of the terms and conditions
of the Offer, as well as the tendering stockholder's representation
and warranty to the Company that (a) such stockholder has a net
long position in the Shares being tendered within the meaning of
Rule l4e-4 promulgated by the Commission under the Securities
Exchange Act of 1934 and (b) the tender of such Shares complies
with Rule 14e-4. It is a violation of Rule l4e-4 for a person,
directly or indirectly, to tender Shares for such person's own
account unless, at the time of tender and at the end of the
proration period, the person so tendering (i) has a net long
position equal to or greater than the amount of (x) Shares tendered
or (y) other securities convertible into or exchangeable or
exercisable for the Shares tendered and will acquire such Shares
for tender by conversion, exchange or exercise and (ii) will cause
such Shares to be delivered in accordance with the terms of the
Offer. Rule l4e-4 provides a similar restriction applicable to the
tender or guarantee of a tender on behalf of another person. The
Company's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering
stockholder and the Company upon the terms and subject to the
conditions of the Offer.
III. Payment for Shares; Return or Reissuance of Stock Certificates
Subject to the terms of this Offer and purchase
priorities noted above, the Company will promptly purchase Shares
properly tendered to it following the Expiration Date for the
Offer. The Company will mail its check in payment for Shares
accepted for purchase to selling stockholders within 10 business
days following the Expiration Date. Similarly, the Company will
return stock certificates for Shares not accepted for purchase to
stockholders at that time.
IV. Withdrawal of Shares
Except as otherwise provided in this Section IV, the
tender of Shares pursuant to the Offer is irrevocable. Shares
tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date and, unless theretofore accepted for payment
by the Company pursuant to the Offer, may also be withdrawn at any
time after 12:00 midnight, Eastern time, on July 24, 1997.
For a withdrawal to be effective, a notice of withdrawal
must be in written, telegraphic or facsimile transmission form and
must be received in a timely manner by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the
tendering stockholder, the name of the registered holder, if
different, the number of Shares tendered and the number of Shares
to be withdrawn. If the certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary,
then, prior to the release of such certificates, the tendering
stockholder must also submit the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution (except in the case of Shares tendered by an
Eligible Institution). If Shares have been tendered pursuant to
the procedure for book-entry delivery set forth in Section II, the
notice of withdrawal also must specify the name and the number of
the account at the applicable Book Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the
procedures of such facility. Neither the Company, the Depositary
or any other person shall be obligated to give notice of any
defects or irregularities in any notice of withdrawal nor shall any
of them incur liability for failure to give any such notice. All
questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Company, in its
sole discretion, which determination shall be final and binding on
all parties.
Withdrawals may not be rescinded and any Shares withdrawn
will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be rendered prior to the
Expiration Date by again following one of the procedures described
in Section II.
If the Company extends the Offer, is delayed in its
purchase of Shares or is unable to purchase Shares pursuant to the
Offer for any reason, then, without prejudice to the Company's
rights under the Offer, the Depositary may, subject to applicable
law, retain tendered Shares on behalf of the Company, and such
Shares may not be withdrawn except to the extent tendering
stockholders are entitled to withdrawal rights as described in this
Section IV.
V. Price Range of Common Stock; Dividends
The Company's common stock is not traded on an
established trading market, and there is only limited trading in
the Shares in the over the counter market. The following table
sets forth the high and low sale prices and the quarterly cash
dividends declared for the common stock for the periods set forth.
Stockholders are urged to obtain current market quotations for the
Shares.
1995 High Low Dividend Paid
1st Quarter $18.08 $17.58 $.083
2nd Quarter 17.92 17.42 .067
3rd Quarter 17.75 17.17 .067
4th Quarter 17.67 17.00 .216
1996
1st Quarter $17.00 $16.87 $.117
2nd Quarter 19.00 18.00 .12
3rd Quarter 19.00 18.87 .12
4th Quarter 19.75 19.00 .14
1997
1st Quarter $22.50 $19.50 $.14
2nd Quarter 22.50 21.00
(to date 5/15/97)
At May 15, 1997, there were 2,016,000 shares of common
stock issued and outstanding which were held of record by
approximately 550 stockholders. The Company's book value per share
as of December 31, 1996 was $12.59.
The Company's dividend policy over the past several years
has been to pay between 30% to 50% of earnings to stockholders as
dividends, and it expects to continue this policy in 1997.
Management does not expect the Company's purchase of Shares
pursuant to the Offer to have any effect on the payment of
dividends by the Company. The next scheduled record date for a
regular quarterly dividend is approximately August 8, 1997.
Stockholders who tender Shares for repurchase that are accepted by
the Company will not receive further dividends.
VI. Financial and Other Information
The Company recently mailed to stockholders a copy of its
1996 Annual Report, containing audited financial statements for the
years ended December 31, 1996 and 1995 as well as other
information. The Company will provide an additional copy of the
1996 Annual report to stockholders upon request. Stockholders who
desire relevant information regarding the Company's or Bank's
financial condition or operations other than the information
provided below may contact the Company with such request.
Set forth below is certain summary financial data for the
Company. The financial data for the years ending December 31, 1996
and December 31, 1995 has been summarized from the Company's
audited consolidated financial statements contained in the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, which are incorporated herein by reference. The
financial data for the quarter ending March 31, 1997 has been
summarized from the unaudited consolidated financial statements
contained in the Quarterly Report on Form 10-Q, which are
incorporated herein by reference. The following selected
historical financial data should be read in conjunction with, and
is qualified in its entirety by reference to, such consolidated
financial statements and the notes thereto and Management's
Discussion and Analysis therein.
<PAGE>
SELECTED SUMMARY CONSOLIDATED FINANCIAL DATA
Balance Sheet Data
(Unaudited)
12/31/96 12/31/95 3/31/97 3/31/96
ASSETS (Dollars in Thousands)
Total Cash and Cash Equivalents $15,400 $10,355 $17,180 $11,338
Total Investment Securities 84,128 75,262 89,117 90,058
Total Loans 117,406 115,867 116,600 114,971
Less: unearned income 3,774 3,663 3,564 3,635
Less: allowance for
possible loan losses 1,271 1,176 1,182 1,205
Net Loans 112,361 111,028 111,854 110,131
Bank Premises, Furniture
and Equipment 3,342 3,303 3,350 3,253
Accrued Interest Receivable 1,588 1,701 1,718 1,902
Other Real Estate Owned ------- 135 ------- 182
Other Assets 2,252 2,075 2,643 1,907
Total Assets $219,072 $203,860 $225,862 $218,771
LIABILITIES AND
SHAREHOLDERS' EQUITY
Total Liabilities $193,694 $180,206 $200,655 $195,032
Total Shareholders' Equity 25,378 23,654 25,207 23,739
Total Liabilities and
Shareholders Equity $219,072 $203,860 $225,862 $218,771
Book Value per Common Share $12.59 $11.73 $12.50 $11.78
Income Statement Data
(Unaudited)
Year Ended Three Months Ended
December 31, March 31,
1996 1995 1997 1996
(Dollars in Thousands, Except Per Share Data)
Total Interest Income $15,632 $15,223 $3,920 $3,842
Total Interest Expense 6,220 5,848 1,584 1,516
Net Interest Income 9,412 9,376 2,336 2,326
Provision for possible
loan losses 283 300 75 75
Net Interest Income After
Provision For Loan Losses 9,129 9,076 2,261 2,251
Other Income 1,523 1,446 395 358
Total Operating Income 10,652 10,522 2,656 2,609
Total Other Expenses 6,678 6,700 1,771 1,676
Income Before Income Taxes 3,974 3,821 885 933
Provision for Income Taxes 1,128 1,089 226 267
Net Income $ 2,846 $ 2,733 $ 660 $ 666
Net Income per Common Share $ 1.41 $ 1.36 $ .33 $ .33
Note: Due to rounding of numbers, some columns may not total.
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following summary unaudited consolidated pro forma
financial information gives effect to the purchase of Shares pursuant to
the Offer, assuming (i) that the maximum of 150,000 Shares are purchased
by the Company at the maximum Purchase Price of $24.00 per Share, (ii)
that the purchase occurred on January 1, 1996; (iii) that transaction
fees and costs related to the Offer were $15,000; and (iv) a loss of
investment opportunity on $3,615,000 at the Federal Funds rate of 5.50%.
To the extent that less than 150,000 Shares are repurchased or the
repurchase price is less than $24.00 per Share, the impact of the
repurchase will be lessened. The Company and Bank will continue to be
"Well Capitalized" under banking regulations.
Balance Sheet Data
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
12/31/96 12/31/96 3/31/97 3/31/97
ASSETS (Dollars in Thousands)
Total Cash and
Cash Equivalents $15,400 $11,785 $17,180 $13,565
Total Investment
Securities 84,128 84,128 89,117 89,117
Total Loans 117,406 117,406 116,600 116,600
Less: Unearned income 3,774 3,774 3,564 3,564
Less: Allowance for
possible loan losses 1,271 1,271 1,182 1,182
Net Loans 112,361 112,361 111,854 111,854
Bank premises, furniture
and equipment 3,342 3,342 3,350 3,350
Accrued interest receivable 1,589 1,589 1,718 1,718
Other real estate owned ---- ---- ---- ----
Other assets 2,252 2,252 2,643 2,643
Total Assets $219,072 $215,457 $225,862 $222,247
LIABILITIES AND SHAREHOLDERS' EQUITY
Total Liabilities $193,694 $193,694 $200,655 $200,655
Total Shareholders' Equity 25,378 20,763 25,207 21,592
Total Liabilities and
Shareholders' Equity $219,072 $215,457 $225,862 $222,247
Book Value per Common Share $12.59 $11.13 $12.50 $11.57
Income Statement Data
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
Year - Ended Three Months Ended
12/31/96 12/31/96 3/31/97 3/31/97
(Dollars in Thousands, Except Per Share Data)
Total Interest Income $15,632 $15,434 $3,920 $3,871
Total Interest Expense 6,220 6,220 1,584 1,584
Net Interest Income 9,412 9,214 2,336 2,287
Provision for possible
loan losses 283 283 75 75
Net Interest Income After
Provision For Loan Losses 9,129 8,931 2,261 2,212
Other Income 1,523 1,523 395 395
Total Operating Income 10,652 10,454 2,656 2,607
Total Other Expenses 6,678 6,678 1,771 1,771
Income Before Income Taxes 3,974 3,776 885 836
Provision for Income Taxes 1,128 1,049 226 206
Net Income $ 2,846 $ 2,727 $ 660 $ 630
Net Income Per Common Share $1.41 $1.46 $.33 $.34
Note: Due to rounding of numbers, some columns may not total.<PAGE>
VII. Source and Amount of Funds
Assuming that the Company purchases 150,000 Shares pursuant to
the Offer at the maximum specified Purchase Price of $24.00 per Share,
the Company expects the maximum aggregate cost, including all fees and
expenses relating to the Offer, to be approximately $3,615,000. The
Company anticipates that the funds necessary to pay such amounts will be
provided from the Company's capital surplus and that no funds used to
purchase the Shares will be derived from loan proceeds. The Shares
purchased pursuant to the Offer shall be held in the treasury of the
Company.
VIII. Certain Federal Income Tax Consequences
The following summary describes certain United States federal
income tax consequences relevant to the Offer. The discussion contained
in this summary is based upon the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), existing and proposed
regulations, rulings, administrative pronouncements and judicial
decisions thereunder. Changes to the Code and regulations and rulings
thereunder could materially affect the tax consequences described herein
and could be made on a retroactive basis.
The summary discusses only Shares held as capital assets,
within the meaning of Section 1221 of the Code, and does not address all
of the tax consequences that may be relevant to particular stockholders
in light of their personal circumstances, or to certain types of
stockholders (such as certain financial institutions, dealers in
securities or commodities, insurance companies, tax-exempt organizations
or persons who hold Shares as a position in a "straddle" or as a part of
a "hedging" or "conversion" transaction for United States federal income
tax purposes). The summary also does not address the state, local or
foreign tax consequences of participating in the Offer. Each
stockholder should consult their tax advisor as to the particular
consequences of participation in the offer.
Stockholders Who Receive Cash for Their Shares. A repurchase
of Shares for cash pursuant to the Offer will be a taxable transaction
for federal income tax purposes. As a consequence of the exchange, a
stockholder will, depending on such holder's particular circumstances,
be treated either (a) as having sold such holder's Shares thereby
incurring a capital gain or loss, or (b) as having received a dividend
distribution from the Company, with the tax consequences described
below.
If a stockholder is treated as having sold such holder's
Shares under the tests described below, such holder will recognize gain
or loss equal to the difference between the amount of cash received and
such holder's tax basis in the Shares exchanged. Any such gain or loss
will be capital gain or loss and will be long-term capital gain or loss
if the holding period of the Shares exceeds one year as of the date of
the exchange.
Under Section 302 of the Code, a stockholder whose Shares are
exchanged for cash pursuant to the Offer will be treated as having sold
such holder's Shares, and thus will recognize gain or loss if the sale
(a) results in a "complete termination" of such holder's equity interest
in the Company, (b) is "substantially disproportionate" with respect to
such holder, or (c) is "not essentially equivalent to a dividend" with
respect to the holder, each as discussed below. In applying these
tests, a stockholder will be treated as owing Shares actually or
constructively owned by certain related individuals and entities.
(a) Complete Termination of Interest. A stockholder that
exchanges all Shares actually or constructively owned by such holder for
cash pursuant to the Offer will be treated as having completely
terminated such holder's equity interest in the Company, and thus will
be treated as having sold such Shares and will realize a gain or loss on
the sale.
(b) Sale of 20% or More of Shares Held. An exchange of
Shares for cash will be "substantially disproportionate" with respect to
a stockholder if the percentage of the then outstanding Shares actually
and constructively owned by such holder immediately after the exchange
is less than 80% of the percentage of the Shares actually and
constructively owned by such holder immediately before the exchange. In
this situation, the stockholder will be treated as having sold such
Shares and will realize a gain or loss on the sale.
(c) Ownership of Less than 1% of Outstanding Stock. A
stockholder will satisfy the "not essentially equivalent to a dividend"
test if the reduction in such holder's proportionate interest in the
Company constitutes a "meaningful reduction" given such holder's
particular facts and circumstances. The IRS has indicated that any
reduction in the percentage interest of a stockholder whose relative
stock interest in a publicly held corporation is minimal (an interest of
less than 1% should satisfy this requirement) and who exercises no
control over corporate affairs should constitute such a "meaningful
reduction." Again, in this situation, the stockholder will be treated
as having sold such shares and will realize a gain or loss on the sale.
If a stockholder sells Shares to persons other than the
Company at or about the time such holder also sells Shares to the
Company pursuant to the Offer, and the various sales effected by the
holder are part of an overall plan to reduce or terminate such holder's
proportionate interest in the Company, then the sales to persons other
than the Company may, for federal income tax purposes, be integrated
with the holder's sale of Shares pursuant to the Offer and, if
integrated, should be taken into account in determining whether the
holder satisfies any of the three tests described above.
If a stockholder who exchanges Shares pursuant to the Offer is
not treated under Section 302 as having sold such holder's Shares for
cash under the tests set forth above, the entire amount of cash received
by such holder will be treated as a dividend to the extent of the
Company's current and accumulated earnings and profits (which the
Company anticipates will be sufficient to cover the amount of any such
dividend) and will be includible in the holder's gross income as
ordinary income in its entirety, without reduction for the tax basis of
the Shares exchanged. No loss will be recognized. The stockholder's
tax basis in the Shares exchanged generally will be added to such
holder's tax basis in such holder's remaining Shares.
The Company cannot predict whether or to what extent the Offer
will be oversubscribed. If the Offer is oversubscribed, proration of
Shares pursuant to the Offer may cause the Company to accept fewer
Shares than are tendered. Therefore, a stockholder can be given no
assurance that a sufficient number of such holder's Shares will be
exchanged pursuant to the Offer to ensure that such exchange will be
treated as a sale, rather than as a dividend, for federal income tax
purposes pursuant to the rules discussed above.
Congress is currently considering a series of broad tax
agreements reached during balanced budget negotiations. One such
agreement includes Congress' intent to pass a capital gains tax cut,
although the amount and the effective date of such a cut is still
uncertain. In the event that a capital gains tax cut is passed in 1997,
such relief could potentially reduce your tax liability on any shares
that you tender under this Offer.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S
OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR
HER OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE,
LOCAL AND FOREIGN TAX LAWS.
IX. Miscellaneous
The Company has not retained or employed any firm or persons
to make solicitations or recommendations in connection with this Offer.
Based on the Company's records and information provided to the Company
by its directors, executive officers and associates, neither the
Company, its subsidiary, executive officers, nor directors, have engaged
in any transactions involving the Shares during the 40 business days
preceding the date of the Offer. Directors and officers of the Company are
eligible to participate in this Offer, although the Company does not know to
what extent, or if, they will participate in the Offer.
Information regarding the number of Shares tendered and the
price at which tendered, shall be maintained in strict confidence by the
Company to ensure fairness in the "Dutch Auction" process. The Company
will pay all fees and expenses of the Depository incurred in connection
with the Offer.
This Offer is subject to the condition (which may be waived by
the Company) that no proceeding of any kind shall have been instituted
to challenge or restrain this Offer or the provisions contained in this
Offer, and that the Offer may be terminated at any time if such action
is deemed to be in the best interests of the Company. The Company
reserves the right to extend the period during which this Offer remains
open or to amend the terms of the Offer, provided that no such amendment
will make the terms less favorable to, or prejudice, a tendering
stockholder. Written notice of any extensions or amendments will be
mailed to all stockholders.
This Offer is not subject to approval by stockholders. The
Company did not receive a written opinion or appraisal from an outside
party to evaluate a fixed purchase price for the Shares or to evaluate
the range within which the Shares are being offered. Stockholders do
not have statutory rights of appraisal with respect to the Offer.
If you have any questions concerning the terms of this Offer
or about the business of the Company, do not hesitate to call David R.
Alvord, President and Chief Executive Officer of the Company, at (607)
758-1201.
Manually signed photocopies of the Letter of Transmittal will
be accepted from Eligible Institutions. The Letter of Transmittal and
certificates for Shares and any other required documents should be sent
or delivered by each stockholder or his or her broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one
of its addresses set forth below.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By Mail:
40 Wall Street
New York, New York 10005
(Attention: Corporate Trust Department)
By Hand/Overnight Delivery:
40 Wall Street, 46th Floor
New York, New York 10005
(Attention: Corporate Trust Department)
By Facsimile Transmission:
(Eligible Institutions Only)
(718) 234-5001
Confirm by Telephone:
(718) 921-8200
Any questions or requests for assistance or for additional
copies of the Offer to Purchase, the Letter of Transmittal or the Notice
of Guaranteed Delivery may be directed to the Depository at the
telephone numbers and locations listed below. Stockholders may also
contact their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
For Information Relating to the Offer Contact the Depository at:
American Stock Transfer and Trust Company
40 Wall Street
46th Floor
New York, New York 10005
From New York City call: (212) 936-5100
Call Toll Free:
(800) 937-5449
Exhibit 99-A2
May 28, 1997
Dear Stockholder:
Due to the continued success of the Bank, and its solid capital
position, the Board of Directors has decided to offer an
opportunity to all stockholders who may desire to sell some or all
of their stock in Cortland First Financial Corporation. As set
forth in more detail in the enclosed materials, the Company is
offering to repurchase up to 150,000 shares of common stock (less
than 8% of the outstanding stock) at a price to be determined
between $21.00 and $24.00 per share.
The Company is conducting this offer through a procedure commonly
referred to as a "Dutch Auction." This procedure allows you to
select the price within the specified price range at which you are
willing to sell all or a portion of your shares to the Company.
The Company will purchase only those shares tendered at or below
the purchase price determined by the procedure described in the
enclosed materials. Because the Company is making this offer
directly to the stockholders, there will not be any brokerage
commissions, fees, or other charges assessed in selling your
shares.
The purpose of this offer is to provide a fair and ready means for
stockholders who may desire to sell some or all of their stock.
The Company has capital in excess of regulatory requirements, and
given the somewhat inactive trading market which exists for the
stock, the Board believes that this repurchase program will
accommodate stockholders who may wish to redirect some of their
investment in Bank stock or have immediate needs for cash. The
repurchase of stock will also reposition the Company's balance
sheet with the potential to enhance return on equity and earnings
per share by redeploying a portion of the Company's capital.
The Bank appreciates the support you have given us through the
years. Given the success of the Bank, we are pleased to provide
this opportunity for stockholders who may want to liquidate some or
all of their holdings. Even after the repurchase of stock, the
capital resources of the Company and the Bank will be completely
adequate to satisfy our strategic plan for continued growth as a
strong, independent community bank.
Please read the enclosed information carefully. If you have any
questions concerning any of this information, you may call me at
(607) 758-1201. Please note that to participate in this repurchase
program, you must return the enclosed green Letter of Transmittal
and your shares to the Depositary no later than July 2, 1997.
Very truly yours,
David R. Alvord
President and Chief
Executive Officer
Exhibit 99-A3
Questions & Answers Regarding Offer to Purchase Stock
by
Cortland First Financial Corporation
The following Questions and Answers are intended to provide general
information to the Stockholders. This document summarizes certain
terms relating to the Company's Offer to Purchase Stock, and is
qualified by and should be read in conjunction with the tender
offer documents provided to all Stockholders.
Question: Why is the Company offering to repurchase shares?
Answer: Due to the continued success of the Company, the Company
has capital in excess of regulatory requirements. Given
the somewhat inactive trading market which exists for the
stock, the Board of Directors believes that this
repurchase program will accommodate stockholders who may
desire to sell some of their stock without incurring
brokerage commissions or fees. The repurchase of stock
is also part of the Company's strategic plan to
reposition the Company's balance sheet by redeploying its
capital with the potential to enhance return on equity
and earnings per share.
Question: Will the Company have sufficient capital resources to
remain strong and pursue its business if it repurchases
the shares indicated in the tender offer?
Answer: Yes. The Board of Directors has carefully considered the
ongoing needs of the Company for capital to fund its
growth. The Company is very well-capitalized and will
remain so even after it acquires shares in connection
with this Offer.
Question: Do I have to tender all of the shares that I own?
Answer: No. Stockholders may tender any number of shares, or all
shares, that they own.
Question: Do I have to tender all my shares at one price?
Answer: No. Stockholders may tender shares at any price they
indicate on the Tender Form within the price range.
Question: Do I need to have a certificate for exactly the number of
shares tendered?
Answer: No. Excess shares not purchased by the Company in the
tender offer will be returned to stockholders by means of
a new stock certificate representing the shares not
purchased.
Question: Will any shares not purchased due to a proration of my
shares be handled in the same fashion?
Answer: Yes. Shares not purchased due to proration or any other
reason will be returned to stockholders.
Question: How will the Company determine the Purchase Price to be
paid for my shares?
Answer: The Company will determine the maximum price that it will
pay (within the range specified in the Company's Offer)
to purchase the number of shares that it desires through
a "Dutch Auction" process as described in the Offer to
Purchase. This will be the Purchase Price for all shares
purchased. Shares tendered by stockholders at a price
above the Purchase Price will not be purchased and will
be returned to stockholders.
Question: Will the Company purchase all my shares if I tender at or
below the Purchase Price?
Answer: It may. The Company will purchase all of the shares
tendered at or below the Purchase Price, subject to
proration if more stockholders tender shares than the
Company is willing to purchase. If the Company is
presented with more shares at or below the Purchase Price
than it desires to purchase, it will buy the same portion
or percentage from each stockholder who tenders shares at
or below the Purchase Price, subject to the "minimum
share priority" described in the next question. This
process is called proration.
Question: How do I qualify for the "minimum share priority"?
Answer: Stockholders can qualify for the minimum share priority
if they meet all of the following criteria. First, all
shares owned by the stockholder in any one legal name
must be tendered. Second, less than 100 shares must be
tendered. Third, the tender price for the shares must be
at or below the Purchase Price. Stockholders who qualify
for the "minimum share priority" will not be subject to
proration.
Question: Will I be subject to proration on all the shares that I
tender?
Answer: No. Stockholders qualifying for the "minimum share
priority" are not subject to proration. Further,
stockholders will be subject to proration only if the
Company does not purchase all of the shares tendered at
or below the Purchase Price. In this case, only those
shares tendered at or below the Purchase Price will be
subject to proration. Those shares tendered above the
Purchase Price will not be purchased and will be returned
to tendering stockholders.
Question: What if my tender submission does not include
certificates representing sufficient shares or contains
other errors?
Answer: Tenders will be reviewed by the Company upon receipt to
ascertain completeness. Any which do not comply with the
terms of the tender offer will be returned to
stockholders as soon as possible. The Company cannot
guarantee that improperly completed tenders will be
returned in sufficient time for stockholders to resubmit
their shares. Thus, participating stockholders are
encouraged to return their Letter of Transmittal as early
as possible.
Question: Will shares tendered early gain priority in the tender
process?
Answer: No. All shares properly tendered by the date and time
indicated in the Offer (5:00 p.m., Wednesday, July 2,
1997) will be treated equally.
Question: Do I gain an advantage by waiting until near the end of
the tender period to submit my shares?
Answer: No. In fact, stockholders are encouraged to tender early
so that if the Letter of Transmittal is incomplete, there
will be time to resubmit the tender. If any problem with
a tender is not resolved before the end of the tender
period, the tender would be invalid.
Question: Will the Company disclose the volume or level of tenders
received prior to the end of the tender period?
Answer: No. All tender offers will be kept strictly confidential.
Question: Can I drop my shares off at any of the Bank's locations?
Answer: You should return your shares directly to the Depositary
with a properly completed Letter of Transmittal prior to
the Expiration Date of the Offer. If this presents a
hardship you may, however, hand deliver your Letter of
Transmittal and shares to a bank officer at the Corporate
Offices of the Company's main office at 65 Main Street,
Cortland, N.Y. Shares tendered to the Company's office
should be delivered 2 days prior to the Expiration Date.
Question: What incentive do I have to tender shares at any price
below the maximum indicated in the offer?
Answer: The Company will only purchase shares up to the price it
determines necessary to acquire the number of shares it
desires. Shares tendered above this price will not be
purchased by the Company.
Question: How long will it take for the Company to disclose the
results of the tender and pay shareholders for shares
purchased?
Answer: The Company expects to establish and publish the Purchase
Price and proration percentage (if any) as soon as
practicable after the close of the tender period. The
Company further expects to send checks in payment for the
shares purchased within 10 business days after the end of
the tender period. Similarly, shares unpurchased due to
proration and shares unpurchased due to being tendered at
a price above the Purchase Price will be promptly
returned to stockholders.
Question: What are the tax implications of my sale of shares?
Answer: The Company expects that most stockholders will be
afforded capital gains treatment on the gain realized
between the amount of cash received in selling the shares
and the stockholder's tax basis in the shares. However,
shareholders may not rely upon this as tax advice. All
stockholders should review the "Tax Section" in the Offer
document and consult their tax advisor to ascertain the
proper tax treatment for their sales.
Question: What if I have lost or misplaced my stock certificates?
Answer: If you have lost your stock certificates and wish to
submit a tender, the Depositary can provide a lost
certificate affidavit for you to sign. Please call the
information number (800) 937-5449 for details.
Question: Can I submit a tender if my shares are held in nominee
name at a broker?
Answer: Yes. Please contact your broker directly. Your broker
must be directed to tender shares on your behalf and can
assist you in this process. If you are having
difficulties in this process you may call the Company or
Depositary for assistance.
Question: Can I change my mind and withdraw my tendered shares?
Answer: Yes. If the Company receives a properly signed letter
requesting withdrawal of shares previously tendered prior
to the expiration of the Offer, it will remove those
shares from the total tendered and return them to the
stockholder. No shares may be withdrawn after the
expiration of the tender period.
Question: Can the tender period be extended?
Answer: The Company may extend the tender period, but it does not
anticipate doing so. It may also change other terms of
the Offer. If it does so, stockholders will have the
opportunity to withdraw shares previously tendered or
tender additional shares based on the changed terms.
Question: Which dividends will I receive?
Answer: The last dividend of the Company was paid on May 15, 1997
for shares held of record on May 8, 1997. Shares
purchased by the Company pursuant to the Offer will not
receive further dividends. Shares tendered but not
purchased (including those returned due to proration)
will retain all rights to future dividend payments.
Question: Will the Company offer to repurchase shares in the
future?
Answer: The Company may, but does not presently anticipate,
pursuing another tender offer to stockholders. Future
circumstances will determine the Company's its
willingness to repurchase additional shares.
If you have additional questions or need assistance in
tendering shares you may call the Depositary at (800)
937-5449.
Exhibit 99-A4
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
CORTLAND FIRST FINANCIAL CORPORATION
Tendered Pursuant to the Offer to Purchase
Dated May 28, 1997
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS THE OFFER IS EXTENDED
This Letter of Transmittal must be completed and returned to
the Depositary at the address provided below prior to the
Expiration Date by Stockholders who desire to sell Shares pursuant
to the Company's Offer to Purchase dated May 28, 1997. The
instructions accompanying this Letter of Transmittal should be read
carefully when completing this Form and tendering Shares. A
return envelope to the Depositary is enclosed for your convenience.
In completing this form, Stockholders must: (1) state how
many Shares they desire to sell pursuant to the Offer, and (2) at
what price they are willing to sell their Shares. Whether tendered
Shares are accepted by the Company, and how many, and the
determination of the Purchase Price will be established pursuant to
the "Dutch Auction" process set forth in the Company's Offer to
Purchase.
Registered Stockholders who wish to participate in the
Company's Offer to purchase Shares, must complete the Boxes on page
2 and 3 as applicable and sign on page 4. Detailed instructions
and related information, which must be strictly followed, start on
page 6 below.
The Depositary, to whom this Form and all tendered Shares must
be returned, is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
If you have questions in completing this Form, please call
(800) 937-5449 (From New York City call: (212) 936-5100).
Address for Mail, Courier, or Hand Delivery
(a return envelope is enclosed)
Telephone No. For Facsimile Transmission: (718) 234-5001
American Stock Transfer Company
40 Wall Street, 46th Floor
New York, New York 10005
(For Eligible Institutions Only)
Confirm by Telephone: (718) 921-8200<PAGE>
This Letter of Transmittal is to be completed by stockholders
who are (a) physically delivering certificates for Shares being
tendered pursuant to the Offer (or if such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery sent to the
Depositary), or (b) tendering Shares by book-entry transfer to the
account maintained by the Depositary at The Depositary Trust
Company ("DTC") or Philadelphia Depositary Trust Company ("PDTC")
(collectively, the "Book-Entry Transfer Facilities") pursuant to
Section II of the Offer to Purchase.
Stockholders whose certificates are not immediately available
or who cannot deliver their certificates for Shares and all other
required documents to the Depositary before the Expiration Date or
whose Shares cannot be delivered on a timely basis pursuant to the
procedure for book-entry transfer must tender their Shares
according to the guaranteed delivery procedure set forth in Section
II of the Offer to Purchase and Instruction 2 below. Delivery of
the Letter of Transmittal and any other required documents to one
of the Book-Entry Transfer Facilities does not constitute delivery
to the Depositary.
____ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES, AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Check Box of Applicable Book-Entry Transfer Facility:
____ DTC ____ PDTC
Account Number:
Transaction Code Number:
____ CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY, AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution Which Guaranteed Delivery:
Check Box of Applicable Book-Entry Transfer Facility and Give
Account Number if Delivered by Book-Entry Transfer:
____ DTC ____ PDTC
<PAGE>
STOCKHOLDERS WHO WISH TO TENDER SHARES MUST
COMPLETE BOXES A AND B BELOW.
A. DESCRIPTION OF SHARES TENDERED
Number of Shares being Tendered and Price at which Tendered
Price at which Stockholder Number of Shares being Tendered by
is Tendering Shares Stockholder at Stated Price(s)
$21.00........................________
$21.50........................________
$22.00........................________
$22.50........................________
$23.00........................________
$23.50........................________
$24.00........................________
Total Shares being Tendered _______** (Box A)
B. STOCK CERTIFICATES BEING RETURNED WHICH REPRESENT
TENDERED SHARES
Name(s) of Registered Stockholder(s) (Please complete exactly as
name(s) appear(s) on Stock Certificate(s).)
____________________________
Please Print Name(s)
Address:* _____________________
_____________________
_____________________
Phone Number: _________________
Stock Certificate(s) representing Shares tendered
(attach additional list if necessary)
Stock Total Number of Shares
Certificate Represented by Number of Shares
Number(s) Certificate(s) Being Tendered
________ ________ ________
________ ________ ________
________ ________ ________
________ ________ ________
________ ________ ________
Total Shares ________ ________** (Box B)
* Payment for Shares purchased will be mailed to this address,
unless other directions are given.
** This total Shares tendered in Box A and B must agree.<PAGE>
IMPORTANT
ALL STOCKHOLDERS
TENDERING SHARES
SIGN HERE
(Please Complete Substitute Form W-9 Below)
___________________________________________
___________________________________________
(Signature(s) of Owner(s))
Dated: __________________, 1997
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is
by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or other person acting in a fiduciary or
representative capacity, please set forth the following information
and see Instruction 6.)
Name(s): ________________________________________
_________________________________________________
(Please Print)
Capacity (full title):________________________________
Address:_________________________________________
_________________________________________________
(Include Zip Code)
Area Code and Telephone No.:______________________
________________________________________________
(Taxpayer Identification or Social Security No.)
(See Form W-9 on page 11)
GUARANTEE OF SIGNATURE(S)
(See Instruction 1)
Authorized Signature:_______________________________
Name:_______________________________________________
(Please Print)
Title:______________________________________________
Name of Firm:_______________________________________
Address:____________________________________________
(Include Zip Code)
Area Code and Telephone No.:________________________
<PAGE>
OPTIONAL SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
Special Payment Instructions
(See Instructions 1, 4, and 5)
To be completed ONLY if the check for the purchase price of Shares
purchased and/or Share Certificates for Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned, or if Shares tendered by book-entry transfer that are
not purchased are to be returned by credit to an account at a Book-Entry
Transfer Facilities other than that designated above.
Issue ____ check ____ certificate(s) to:
Name:___________________________________
(Please Print)
Address: _______________________________
________________________________________
(Zip Code)
________________________________________
(Tax Identification or Social Security Number)
(See Form W-9 enclosed)
____ Credit unpurchased Shares tendered by book-entry transfer to
the account set forth below:
Name of Account Party ___________________
Account Number __________________________
(check one)
____ DTC ____ PDTC
Special Delivery Instructions
(See Instructions 1, 4, and 5)
To be completed ONLY if the check for the purchase price of Shares
purchased or Share Certificates for Shares not tendered are to be
mailed to someone other than the registered owner signing on page
4, or to registered owner at an address other than that shown below
the registered owner's signature(s).
Mail ____ check ____ certificate(s) to:
Name:___________________________________
(Please Print)
Address:________________________________
________________________________________
(Zip Code)
________________________________________
(Tax Identification or Social Security Number)
(See Form W-9 enclosed)<PAGE>
INSTRUCTIONS
Forming Part of the Terms of the Offer
1. Guarantee of Signatures. No signature guarantee is
required if either:
(a) this Letter of Transmittal is signed by the registered
holder of the Shares (which term, for purposes of this document,
shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of
Shares) exactly as the name of the registered holder appears on the
certificate tendered with this Letter of Transmittal unless such
holder has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions";
or
(b) such Shares are tendered for the account of a member firm
of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office, branch or agency in the
United States. See Instruction 6.
In all other cases the signature(s) must be guaranteed by an
eligible guarantor institution (bank, stockbroker, savings and loan
association or credit union with membership in an approved
signature guarantee medallion program), pursuant to Rule l7Ad-15
promulgated under the Exchange Act (an "Eligible Institution"). See
Instruction 6.
2. Delivery of Letter of Transmittal and Certificates;
Guaranteed Delivery Procedures. This Letter of Transmittal is to
be completed by stockholders who are (a) physically delivering
certificates for Shares being tendered pursuant to the Offer (or if
such certificates will be delivered pursuant to a Notice of
Guaranteed Delivery previously sent to the Depositary), or (b)
tendering Shares by book-entry transfer to Depositary's account at
a Book-Entry Transfer Facility. Certificates for all physically
tendered Shares, or confirmation of a book-entry transfer into the
Depositary's account at a Book-Entry Transfer Facility of Shares
tendered electronically, together in each case with a properly
completed and duly executed Letter of Transmittal or duly executed
facsimile of it, and any other documents required by this Letter of
Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth herein and must be delivered to the
Depositary on or before the Expiration Date (as defined in the
Offer to Purchase).
Stockholders whose certificates are not immediately
available or who cannot deliver Shares and all other required
documents to the Depositary before the Expiration Date, or whose
Shares cannot be delivered on a timely basis pursuant to the
procedure for book-entry transfer, may tender their Shares by or
through any Eligible Institution by properly completing (including
the price at which the Shares are being tendered) and duly
executing and delivering a Notice of Guaranteed Delivery (or a
facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section II of the Offer to
Purchase. Pursuant to such procedure, the certificates for all
physically tendered Shares or book-entry confirmation, as the case
may be, as well as a properly completed Letter of Transmittal and
all other documents required by this Letter of Transmittal, must be
received by the Depositary within three over-the-counter trading
days after receipt by the Depositary of such Notice of Guaranteed
Delivery, all as provided in Section II of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by
hand or transmitted by telegram, facsimile transmission or mail to
the Depositary and must include a guarantee by an Eligible
Institution in the form set forth in such Notice. For Shares to be
validly tendered pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery before
the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or
contingent tenders. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right
to receive any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box
captioned "Description of Shares Tendered" is inadequate, the
certificate numbers and/or the number of Shares should be listed on
a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable
to stockholders who tender by book-entry transfer.) If fewer than
all of the Shares evidenced by any certificate are to be tendered,
fill in the number of Shares which are to be tendered in the column
entitled "Number of Shares Tendered." In such case, if any
tendered Shares are purchased, a new certificate for the remainder
of the Shares evidenced by the old certificate(s) will be issued
and sent to the registered holder(s), unless otherwise specified in
the "Special Payment Instructions" or "Special Delivery
Instructions" box on this Letter of Transmittal, as soon as
practicable after the Expiration Date. All Shares represented by
the certificate(s) listed and delivered to the Depositary are
deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered.
For Shares to be validly tendered, the stockholder must designate
the price per Share at which he is tendering Shares in the box
entitled "Description of Shares Tendered" on page 3 of this Letter
of Transmittal. The same Shares cannot be tendered (unless
previously validly withdrawn as provided in Section IV of the Offer
to Purchase) at more than one price.
6. Signatures on Letter of Transmittal, Stock Powers, and
Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the
stock certificate without any change whatsoever.
(b) If the Shares are registered in the names of two or more
joint holders, each such holder must sign this Letter of
Transmittal.
(c) If any tendered Shares are registered in different names
on several certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal (or facsimiles of
it) as there are different registrations of certificates.
(d) When this Letter of Transmittal is signed by the
registered holder(s) of the Shares listed and transmitted hereby,
no endorsements of certificate(s) representing such Shares or
separate stock powers are required unless payment is to be made, or
the certificate(s) for Shares not tendered or not purchased are to
be issued, to a person other than the registered holder(s). If this
Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, or if payment is
to be made or certificate(s) issued to a person other than the
registered holder(s), the stock certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s), and any signature(s) on such certificate(s) or
stock power(s) must be guaranteed by an Eligible Institution. See
Instruction 1.
(e) If this Letter of Transmittal or any certificates or
stock powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity for the registered
holder(s) of the certificates listed, such persons should so
indicate when signing and must submit proper evidence satisfactory
to the Company of their authority so to act.
7. Stock Transfer Taxes. Except as provided in this
Instruction, no stock transfer tax stamps or funds to cover such
stamps need accompany this Letter of Transmittal. The Company will
pay or cause to be paid any stock transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer. If,
however: (a) payment of the Purchase Price is to be made to any
person other than the registered holder(s); (b) Shares not
tendered or not accepted for purchase are to be registered in the
name of any person other than the registered holder(s); or
(c) tendered certificates are registered in the name of any person
other than the person(s) signing this Letter of Transmittal; then
the Depositary will deduct from the Purchase Price the amount of
any stock transfer taxes (whether imposed on the registered holder,
such other person or otherwise) payable on account of the transfer
to such person unless satisfactory evidence of the payment of such
taxes, or an exemption from them, is submitted.
8. Special Payment and Delivery Instructions. If
certificate(s) for Shares not tendered or not purchased and/or
check(s) are to be issued in the name of a person other than the
signer of the Letter of Transmittal or if such certificate(s)
and/or check(s) are to be sent to someone other than the signer of
the Letter of Transmittal or to the signer at a different address,
the boxes captioned "Special Payment Instructions" and/or "Special
Delivery Instructions" on the Letter of Transmittal should be
completed and signatures must be guaranteed as described in
Instructions l and 6.
9. Order of Purchase in Event of Proration. In the event a
stockholder has submitted more than one stock certificate and there
is proration of Shares accepted, the Company will purchase Shares
in the reverse order in which the Shares were acquired by the
stockholder unless other specific instructions are given by the
stockholder.
10. Irregularities. The Company will determine, in its sole
discretion, all questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any
tender of Shares, and its determination shall be final and binding
on all parties. The Company reserves the absolute right to reject
any or all tenders determined by it not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer or any
defects or irregularities in the tender of any particular Shares,
and the Company's interpretation of the terms of the Offer
(including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be validly made
until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall
determine. Neither the Company, the Depositary or any other person
is or will be obligated to give notice of any defects or
irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
11. Questions and Requests for Assistance and Additional
Copies. Questions and requests for assistance may be directed to,
or additional copies of the Offer to Purchase, the Notice of
Guaranteed Delivery, and this Letter of Transmittal may be obtained
from the Depositary at its address and telephone number set forth
at the end of this Letter of Transmittal or from your broker,
dealer, commercial bank or trust company.
12. Substitute Form W-9. Stockholders other than
corporations and certain foreign individuals may be subject to
backup federal income tax withholding. Each such tendering
stockholder or other payee who does not otherwise establish to the
satisfaction of the Depositary an exemption from backup federal
income tax withholding is required to provide the Depositary with a
correct taxpayer identification number ("TIN") on Substitute Form
W-9 which is provided as a part of this Letter of Transmittal, and
to indicate that the stockholder or other payee is not subject to
backup withholding. For an individual his TIN will generally be
his social security number. Failure to provide the information on
the Form may subject the tendering stockholder or other payee to
31% backup federal income tax withholding on the payments made to
the stockholder or other payee with respect to Shares purchased
pursuant to the Offer and to a $50 penalty imposed by the Internal
Revenue Service. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding
will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Stockholders who are foreign are subject to other backup
withholding requirements and should contact the Depositary for
further instructions.
IMPORTANT: This Letter of Transmittal or a manually signed
facsimile of it (together with certificate(s) for Shares or
confirmation of book-entry transfer and all other required
documents) or, if applicable, the Notice of Guaranteed Delivery
must be received by the Depositary before the Expiration Date.
IMPORTANT TAX INFORMATION
Under the United States federal income tax law, a stockholder
whose tendered Shares are accepted for payment generally is
required by law to provide the Depositary with such stockholder's
correct TIN on Substitute Form W-9 below. If the Depositary is not
provided with the correct TIN, the Internal Revenue Service may
subject the stockholder or other payee to a $50 penalty. In
addition, payments that are made to such stockholder or other payee
with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain stockholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, the
stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to the individual's exempt status. A Form W-8
can be obtained from the Depositary.
If backup withholding applies, the Depositary is required to
withhold 31% of any such payments made to the stockholder or other
payee. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding on payment made to a stockholder
or other payee with respect to Shares purchased pursuant to the
Offer, the stockholder is required to notify the Depositary of the
stockholder's correct TIN by completing the Form W-9 below.
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN
(e.g., social security number or employer identification number) of
the registered holder of the Shares by completing the form below.
<PAGE>
PAYER'S NAME
SUBSTITUTE FORM W-9 Part 1 - PLEASE PROVIDE YOUR TIN IN THE BLANK AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ________________________
Social Security Number
OR
________________________
Employee Identification Number
Department of Treasury
Internal Revenue Service Part 2 - I certify that I am NOT subject
to backup withholding either because I am exempt from backup
withholding, I have not been notified by the Internal Revenue
Service that I am subject to backup withholding as a result of
failure to report all interest or dividends, or the Internal
Revenue Service has notified me that I am are no longer subject to
backup withholding.
Payer's Request for
Taxpayer Identification
Number (TIN)
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE,
CORRECT, AND COMPLETE.
SIGNATURE_____________________________________________________
DATE _________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER.
<PAGE>
ACKNOWLEDGMENT
OF
TENDERING STOCKHOLDER TO CERTAIN MATTERS
The stockholder tendering Shares pursuant to the Company's
Offer and this Tender Form, expressly acknowledges and agrees to
the following terms and conditions:
1. The stockholder has received, read and understands the
terms and conditions of the Company's Offer to Purchase Shares
dated May 28, 1997 and this Letter of Transmittal.
2. Subject to and effective upon acceptance of tendered
Shares for payment, the stockholder hereby sells, assigns and
transfers to the Company all right, title, and interest in and to
the Shares that are being tendered and irrevocably appoints the
Company as lawful agent and attorney-in-fact with respect to the
Shares to deliver certificates for Shares tendered and transfer
ownership of Shares tendered on the books and records of the
Company and on the account books maintained by any book-entry
transfer facilities all in accordance with the terms and subject to
the conditions of the Offer.
3. The stockholder represents and warrants that he or she
has full power and authority to tender, sell, assign, and transfer
the Shares tendered pursuant to this Letter of Transmittal and that
when such Shares are accepted for payment by the Company, the
Company will acquire good title, free and clear of all liens,
restrictions, charges and encumbrances, and not subject to any
adverse claim.
4. The actions authorized by this Letter of Transmittal
shall not be affected by, and shall survive, the death or
incapacity of the stockholder, and any obligations of the
stockholder shall be binding upon the heirs, personal
representatives, successors and assigns of the stockholder.
This Letter of Transmittal together with stock certificates
and other required documents must be received by the Depositary
prior to the Expiration Date as defined in the Offer.
Requests for additional copies of the Offer to Purchase,
this Letter of Transmittal and related documents and questions
related to the procedures for tendering Shares should be directed
to the Depositary at the address and telephone numbers on the last
page.
Facsimile copies of the Letter of Transmittal will be accepted
from Eligible Institutions. The Letter of Transmittal and stock
certificates for Shares and any other required documents should be
sent or delivered by each tendering stockholder or his broker,
dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below.
<PAGE>
The Depositary, to whom this Form and all tendered Shares must be
returned, is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
Address for Mail, Courier,
or Hand Delivery:
American Stock Transfer Company
40 Wall Street, 46th Floor
New York, New York 10005
Telephone No. for
Facsimile Transmission:
(718) 234-5001
(for Eligible Institutions Only)
Confirm by Telephone:
(718) 921-8200
Telephone No. for Information or Assistance:
(800) 937-5449
From New York City call:
(212) 936-5100
Any questions or requests for assistance or for additional
copies of the Offer to Purchase, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Depositary at
the telephone number set forth above. A tendering stockholder may
also contact his broker, dealer, commercial bank or trust company
for assistance concerning the Offer. In order to confirm the
delivery of his Shares, a tendering stockholder should contact the
Depositary.
Exhibit 99-A5
CORTLAND FIRST FINANCIAL CORPORATION
Offer to Purchase For Cash
Up to 150,000 Shares of its Common Stock
at a Purchase Price
Not Greater Than $24.00 Nor Less than $21.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., EASTERN TIME,
ON WEDNESDAY, JULY 2, 1997
UNLESS THE OFFER IS EXTENDED.
May 28, 1997
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
Cortland First Financial Corporation, a New York corporation
(the "Company"), the holding company for First National Bank of
Cortland is offering to purchase up to 150,000 shares of its Common
Stock, par value $1.6667 per share (the "Shares") at prices, net to
the seller in cash, not greater than $24.00 nor less than $21.00
per Share, specified by tendering stockholders, upon the terms and
subject to the conditions set forth in its Offer to Purchase, dated
May 28, 1997, and the related Letter of Transmittal (which together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions
of the Offer, determine a single per Share price (not greater than
$24.00 nor less than $21.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the
"Purchase Price"), taking into account the number of Shares so
tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price which will allow it
to purchase up to 150,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer,
or such greater number as the Company may elect to purchase. All
Shares validly tendered and not withdrawn at prices at or below the
Purchase Price will be purchased at the Purchase Price, net to the
seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration terms thereof. Shares tendered at
prices in excess of the Purchase Price and Shares not purchased
because of proration will be returned.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD
SHARES REGISTERED IN YOUR NAME (OR IN THE NAME OF YOUR NOMINEE) OR
WHO HOLD SHARES REGISTERED IN THEIR OWN NAMES. PLEASE BRING THE
OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.
For your information and for forwarding to your clients for
whom you hold Shares registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to Purchase, dated May 28, 1997;
2. Letter to Clients that may be sent to your clients
for whose accounts you hold Shares registered in your name or
in the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Offer;
3. Letter dated May 28, 1997 from David R. Alvord,
President and Chief Executive Officer of the Company, to
stockholders of the Company;
4. Questions and Answers Sheet regarding the Offer;
5. Letter of Transmittal for your use and for the
information of your clients (including a Substitute Form W-9)
together with a return envelope to the Depositary; and
6. Notice of Guaranteed Delivery to be used to accept
the Offer if the Share certificates and all other required
documents cannot be delivered to the Depositary by the
Expiration Date or if the procedure for book-entry transfer
cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., EASTERN TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS THE
OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or
any person for soliciting tenders of Shares pursuant to the Offer
other than fees paid to the Depositary as described in the Offer to
Purchase. The Company will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to the beneficial owners
of Shares held by you as a nominee or in a fiduciary capacity. The
Company will pay or cause to be paid any stock transfer taxes
applicable to its purchase of Shares, except as otherwise provided
in Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and
properly completed Letter of Transmittal and any other required
documents should be sent to the Depositary with either
certificate(s) representing the tendered Shares or confirmation of
their book-entry transfer all in accordance with the instructions
set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section II, "Procedure for Tendering Shares,"
of the Offer to Purchase, tenders may be made without the
concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer, if such tenders are
made in accordance with the Guaranteed Delivery procedures set
forth in Instruction 2 of the Letter of Transmittal by or through a
broker or dealer which is a member firm of a registered national
securities exchange, or a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States.
Certificates for Shares so tendered (or a confirmation of a
book-entry transfer of such Shares into the Depositary's account
at one of the Book-Entry Transfer Facilities described in the Offer
to Purchase), together with a properly completed and duly executed
Letter of Transmittal and any other documents required by the
Letter of Transmittal, must be received by the Depositary within
three over-the-counter trading days after timely receipt by the
Depositary of a properly completed and duly executed Notice of
Guaranteed Delivery.
Additional copies of the enclosed material may be
obtained from, and any inquiries you may have with respect to the
Offer should be addressed to the Depositary at telephone: (800)
937-5449 (or (212) 936-5100 in the New York City area).
Very truly yours,
Cortland First Financial Corporation
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR
ANY OF ITS AFFILIATES OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
If you have questions or need assistance, please contact Depositary
at:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
(800) 937-5449
New York City area: (212) 936-5100
Address for Mail Courier, or
Hand Delivery:
American Stock Transfer Company
40 Wall Street, 46th Floor
New York, New York 10005
Telephone No. for Facsimile Transmission:
(718) 234-5001
(For Eligible Institutions Only)
Confirm by Telephone: (718) 921-8200<PAGE>
Offer to Purchase for Cash
Outstanding Shares of Common Stock
of
CORTLAND FIRST FINANCIAL CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
ON WEDNESDAY, JULY 2, 1997, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase
dated May 28, 1997 (the "Offer to Purchase"), the related Letter of
Transmittal (which together constitute the "Offer") and related
information pertaining to an offer by Cortland First Financial
Corporation (the "Company"), a New York corporation, to purchase up
to 150,000 shares of Company common stock (the "Shares"), for cash,
upon the terms and subject to the conditions of the Offer. We are
the holder of record of Shares held by us for your account. A
tender of those Shares can be made only by us as the holder of
record and pursuant to your instructions. If you wish to tender
any or all Shares you must complete the attached Instruction Form
and return it immediately to us.
We request instructions as to whether you wish to have us
tender any or all Shares held by us for your account, pursuant to
the terms and conditions set forth in the Offer. Please review the
terms and conditions of the Offer as set forth in the enclosed
information carefully.
If you wish to have us tender any or all of your Shares,
please instruct us by completing, executing, and immediately
returning to us the attached Instruction Form. Your instructions
should be forwarded to us in ample time to permit us to submit a
tender on your behalf prior to the Expiration Date.
The Company will, upon the terms and subject to the conditions
of the Offer, determine a single per Share price (not greater than
$24.00 nor less than $21.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the
"Purchase Price"), taking into account the number of Shares so
tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price which will allow it
to purchase up to 150,000 Shares (or such lesser number of Shares
as are validly tendered and not withdrawn) pursuant to the Offer,
or such greater number as the Company may elect to purchase. All
Shares validly tendered and not withdrawn at prices at or below the
Purchase Price will be purchased at the Purchase Price, net to the
seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration terms thereof. The Company will
return all other Shares, including Shares tendered at prices
greater than the Purchase Price and Shares not purchased because of
proration. See Section 1 of the Offer to Purchase.
1. You may tender Shares at prices (net to you in cash,)
between $21.00 and $24.00 per Share, as indicated in the attached
Instruction Form. If you wish to tender any Shares, you must
designate at what price you wish to tender your Shares within the
designated price range on the attached Instruction Form.
2. The Offer is not conditioned upon any minimum number of
Shares being tendered.
3. The Offer, proration period and withdrawal rights will
expire at 5:00 p.m., Eastern time, on Wednesday July 2, 1997,
unless the Company extends the Offer.
4. The Offer is for up to 150,000 Shares (depending on the
Purchase Price), constituting approximately 8% of the outstanding
Shares of the Company.
5. Tendering stockholders will not be obligated to pay any
brokerage commissions, solicitation fees or, subject to Instruction
7 of the Letter of Transmittal, stock transfer taxes on the
Company's purchase of Shares pursuant to the Offer.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE
EXPIRATION OF THE OFFER. THE OFFER EXPIRES AT 5:00 P.M., EASTERN
TIME, ON WEDNESDAY, JULY 2, 1997 UNLESS THE COMPANY EXTENDS THE
OFFER.
<PAGE>
INSTRUCTION FORM
for
Offer To Purchase for Cash
Shares
of
CORTLAND FIRST FINANCIAL CORPORATION
The undersigned acknowledge(s) receipt of your letter,
and the Offer to Purchase dated May 28, 1997 and related Letter of
Transmittal, in connection with the Offer by the Company to
purchase the Shares. This will instruct you to tender the Shares
indicated below, held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal.
STOCKHOLDERS WHO WISH TO TENDER SHARES MUST
COMPLETE FORM BELOW AND SIGN BELOW.
A. DESCRIPTION OF SHARES TENDERED
Number of Shares being Tendered and Price at which Tendered
Number of Shares Being
Price at Which Stockholder Tendered by Stockholder
is Tendering Shares at Stated Prices(s)
$21.00 .................................... _________
$21.50 .................................... _________
$22.00 .................................... _________
$22.50 .................................... _________
$23.00 .................................... _________
$23.50 .................................... _________
$24.00 .................................... _________
Total Shares being Tendered ________
SIGN HERE
______________________________________
Signature(s)
______________________________________ ______________________________________
Name(s) (Please Print) Tax Identification or Social Security
Number(s)
______________________________________ Dated: _________________, 1997
Address
______________________________________
Exhibit 99-A6
NOTICE OF GUARANTEED DELIVERY
of
Shares of Common Stock
of
CORTLAND FIRST FINANCIAL CORPORATION
This form or a facsimile of it must be used to accept the
Offer, as defined below, if:
(a) certificates for common stock (the "Shares"), of Cortland
First Financial Corporation, a New York corporation, are not
immediately available or certificates for Shares and all other
required documents cannot be delivered to the Depositary before the
Expiration Date (as defined in Section 1 of the Offer to Purchase,
as defined below); or
(b) Shares cannot be delivered on a timely basis pursuant to
the procedure for book-entry transfer.
This form or a facsimile of it, signed and properly completed,
may be delivered by hand, mail, telegram or facsimile transmission
to the Depositary. See Section II of the Offer to Purchase.
To: AMERICAN STOCK TRANSFER AND TRUST COMPANY, Depository
By Mail: Facsimile Transmission:
40 Wall Street (718) 234-5001
New York, New York 10005
(For Eligible Institutions
Only)
Confirm by Telephone:
(718) 921-8200
By Hand: By Overnight Courier:
40 Wall Street 40 Wall Street
46th Floor 46th Floor
New York, New York 10005 New York, New York 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE
SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Cortland First Financial
Corporation at the price per Share indicated below, net to the
seller in cash, upon the terms and conditions set forth in the
Offer to Purchase, dated May 28, 1997 (the "Offer to Purchase") and
the related Letter of Transmittal (which together constitute the
"Offer"), receipt of which is hereby acknowledged, the Shares
designated below pursuant to the guaranteed delivery procedure set
forth in Section II of the Offer to Purchase.
A. DESCRIPTION OF SHARES TENDERED
Number of Shares being Tendered and Price at which Tendered
Number of Shares being
Price at Which Stockholder Tendered by Stockholder
is Tendering Shares at Stated Price(s)
$21.00 .................................... _________
$21.50 .................................... _________
$22.00 .................................... _________
$22.50 .................................... _________
$23.00 .................................... _________
$23.50 .................................... _________
$24.00 .................................... _________
Total Shares being Tendered ________
<PAGE>
Certificate Nos. (if available):
____________________________________________________
____________________________________________________
Name(s):
____________________________________________________
____________________________________________________
Please type or print
Address(es):_________________________________________
___________________________________________________
___________________________________________________
Zip Code
Area Code and
Telephone Number:___________________________________
SIGN HERE
____________________________________________________
___________________________________________________
Dated: __________________________, 1997
If Shares will be tendered by book-entry transfer, check box of
applicable Book-Entry Facility:
____ The Depository Trust Company
____ Philadelphia Depository Trust Company
Account Number:
___________________________________________________
<PAGE>
GUARANTEE
The undersigned is (1) a member firm of a registered
securities exchange; (2) a member of the National Association of
Securities Dealers, Inc.; or (3) a commercial bank or trust company
having an office, branch or agency in the United States, and
represents that:
(a) the above-named person(s) has a "net long position" in
Shares or "equivalent securities" at least equal to the Shares
tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended; and
(b) such tender of Shares complies with such Rule 14e-4;
and guarantees that the Depositary will receive certificates for
the Shares tendered hereby in proper form for transfer, or Shares
will he tendered pursuant to the procedure for book-entry transfer
at The Depository Trust Company or Philadelphia Depository Trust
Company, in any case, together with a properly completed and duly
executed Letter of Transmittal and any other documents required by
the Letter of Transmittal (or a manually signed facsimile of them),
all within three over-the-counter trading days after the day the
Depositary receives this Notice.
Name of Firm:
Authorized Signature
Address:
Zip Code
Name:
Please Print
Title:
Area Code and
Telephone Number:
Dated: , 1997
