SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 1998
ALLIANCE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-15366 16-1276885
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
65 Main Street, P.O. Box 5430, Cortland, New York 13045-5430
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (607) 756-2831
CORTLAND FIRST FINANCIAL CORPORATION
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
See the following press release, issued on November 25, 1998, regarding
the consummation of the merger between Cortland First Financial Corporation and
Oneida Valley Bancshares, Inc. to form Alliance Financial Corporation. Details
of the Merger are contained in an Agreement and Plan of Reorganization
previously filed on a Form 8-K with the Securities and Exchange Commission on
July 22, 1998.
PRESS RELEASE
DATE: November 25, 1998
CONTACTS:
John C. Mott David R. Alvord
Co-CEO Co-CEO
Alliance Financial Corporation Alliance Financial Corporation
(315) 363-4500 (607) 758-1201
CORTLAND FIRST FINANCIAL CORPORATION AND ONEIDA VALLEY BANCSHARES, INC. ANNOUNCE
CONSUMMATION OF MERGER TO FORM ALLIANCE FINANCIAL CORPORATION
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CORTLAND, NEW YORK; ONEIDA, NEW YORK: Cortland First Financial
Corporation and Oneida Valley Bancshares, Inc. jointly announced today that they
have closed the merger of the two companies, effective November 25, 1998, to
form an independent bank holding company named Alliance Financial Corporation
with consolidated assets exceeding $450 million and $50 million in capital
resources. The merger, which was the subject of an Agreement and Plan of
Reorganization between the parties dated July 10, 1998, followed overwhelming
approval by the Cortland First and Oneida Valley shareholders at special
meetings held on November 16 and 17, 1998, respectively.
The combined banking operations of Alliance Financial Corporation will
initially include 16 branch locations previously operated by First National Bank
of Cortland and Oneida Valley National Bank in Onondaga, Cortland, Broome,
Oneida and Madison Counties, and will employ over 250 people. The company also
plans to expand its banking franchise through new branch openings in the
Syracuse metropolitan area during its first twelve months of combined
operations. Banking customers of First National Bank of Cortland and Oneida
Valley National Bank do not need to take any action as a result of the merger.
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John Mott, President of Oneida Valley, and David Alvord, President and
CEO of Cortland First, assumed the role of Co-Chief Executive Officers of the
combined company upon consummation of the merger. The membership of the Board of
Directors of the new company will be comprised of all twenty-two members of the
respective Cortland First and Oneida Valley boards. Announcing the merger,
Messrs. Mott and Alvord said, "This merger will allow us to provide enhanced
products and services, ranging from personal loans and residential and
commercial mortgages, through a full complement of corporate financing
facilities, to enhanced trust and investment services. Our new market area will
cover the Central New York region. Our combined resources will ensure our
ability to afford the most advanced technology, to offer the widest product
range, and to meet the credit needs of the small to medium-sized business
borrowers in our area, well beyond what we could have achieved on an individual
basis."
Pursuant to the terms of the Reorganization Agreement, each Oneida
Valley share outstanding on the date of the merger will be converted into 1.80
shares of Alliance Financial Corporation common stock, while each share of
Cortland First common stock outstanding on the date of the merger will continue
to represent one share of Alliance Financial Corporation common stock. Oneida
Valley shareholders will receive instructions in the near future as to the
procedure for exchanging their shares, and should not send in their certificates
until they receive these instructions. Alliance Financial Corporation's common
stock will initially trade over the counter under the symbol "ALNC" following
the merger. The parties have applied to have the common stock listed on the
Nasdaq National Market under the same symbol, and anticipate approval of the
application in the near future.
Mr. Mott and Mr. Alvord said, "We are excited and enthusiastic about
the alliance of our two community banking companies. This merger will allow us
to continue to serve our existing core customers as we have for more than 125
years. At the same time, we plan to leverage our combined resources to expand
our markets and enhance shareholder value, while maintaining our independence as
a community banking enterprise. We look forward to continuing to serve our
shareholders, customers and communities in the new millennium."
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This press release contains certain forward-looking statements with
respect to the financial condition, results of operations and business of
Alliance Financial Corporation. These forward-looking statements involve certain
risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, the following possibilities: (1) expected cost savings from the
merger cannot be fully realized or cannot be realized as quickly as anticipated;
(2) the planned expansion into the Syracuse market is not completed on schedule
or on budget or the new branches do not attract the expected loan and deposit
customers; (3) competitive pressure in the banking industry increases
significantly; (4) costs or difficulties related to the integration of the
businesses of Cortland First and Oneida Valley are greater than expected; (5)
changes in the interest rate environment reduce margins; (6) general economic
conditions, either nationally or regionally, are less favorable than
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expected, resulting in, among other things, a deterioration in credit quality;
(7) changes occur in the regulatory environment; (8) changes occur in business
conditions and inflation; and (9) changes occur in the securities markets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
ALLIANCE FINANCIAL CORPORATION
Date: December 1, 1998 By: /s/ DAVID R. ALVORD
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David R. Alvord
President and Co-Chief
Executive Officer
