UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 (FINAL AMENDMENT)
to
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
INTRODUCTION
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Statement")
relating to the Tender Offer by Cortland First Financial
Corporation (the "Company"), 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 per
share nor less than $21.00 per share, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May
28, 1997 and related documents filed as Exhibits (a)(1) through
(a)(6) to the Statement.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby supplemented and amended as follows:
The Tender Offer expired at 5:00 p.m., Eastern Time, on
Wednesday, July 2, 1997. As of such expiration, a total of
38,243 Shares had been validly tendered and not withdrawn. Of
such Shares, a total of 30,538 Shares were validly tendered and
not withdrawn at a purchase price of $22.50 per share or lower.
The Company has elected to purchase all such 30,538 Shares at
the single purchase price of $22.50 per share. The Company has
elected not to purchase the 7,705 Shares that were tendered at a
purchase price higher than $22.50 per share. The depositary for
the Tender Offer will issue payment promptly for the Shares that
have been purchased. Shares tendered at a price higher than
$22.50 per share will be promptly returned to the tendering
shareholders pursuant to the terms of the Tender Offer.
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 July 11, 1997 CORTLAND FIRST FINANCIAL CORPORATION
By: /s/ David R. Alvord
David R. Alvord, President and
Chief Executive Officer
