================================================================================
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): July 21, 1999
ALLIANCE FINANCIAL CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 0-15366 16-1276885
- ------------------------------ ----------------------- -------------------
(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
- ------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip code)
-----------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
On July 21, 1999, Alliance Financial Corporation, a New York corporation
(the "Registrant"), issued a press release to announce that its Board of
Directors authorized the Registrant to repurchase up to an aggregate of 300,000
shares of its common stock, par value $1.00 per share. The full text of such
press release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- ------------
99.1 Press Release, dated July 21, 1999,
of the Registrant
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ALLIANCE FINANCIAL CORPORATION
By: /s/ DAVID R. ALVORD
---------------------------------
Name: David R. Alvord
Title: President and Co-Chief Executive Officer
Exhibit 99.1
------------
Date: July 21, 1999
CONTACTS:
David R. Alvord John C. Mott
Co-CEO Co-CEO
Alliance Financial Corporation Alliance Financial Corporation
(607) 758-1201 (315) 363-4500
CORTLAND, NEW YORK; ONEIDA, NEW YORK (July 21, 1999) Alliance Financial
Corporation (Nasdaq:ALNC) today announced that its Board of Directors authorized
the repurchase of up to 300,000 shares of its common stock, or approximately 8.3
percent of the Company's outstanding common stock. The shares may be repurchased
from time-to-time, in accordance with applicable securities laws, in open-market
transactions or privately negotiated transactions over the course of the next 12
months. The shares will be purchased at prevailing market prices from
time-to-time during the repurchase period depending upon market conditions.
David R. Alvord, Co-Chief Executive Officer, indicated that the Board of
Directors approved the repurchase program in view of the current price level of
the Company's common stock and the strong capital position of the Company's
subsidiary, Alliance Bank, N.A. Repurchased shares will become treasury shares
and may be reissued as appropriate in the future in connection with the
Company's dividend reinvestment plan, stock option plan, or other corporate
purposes such as acquisitions.
Mr. Alvord stated that, "The Board of Directors views the Company's common
stock as an attractive long-term investment and believes the repurchase of
shares represents an attractive investment opportunity which will benefit the
Company and our stockholders. We believe the stock repurchase program is an
important component of capital management strategy as we seek to enhance
stockholder value," Mr. Alvord added.
Based on current market conditions, the stock repurchase program is
expected to be completed within the next 12 months. "The repurchase of common
stock will be made from time-to-time in the open market or private transactions
in accordance with market conditions," Mr. Alvord said.
<PAGE>
Alliance Financial Corporation is an independent bank holding company
created through the merger of Cortland First Financial Corporation and Oneida
Valley Bancshares, Inc. in November 1998. Alliance Bank, N.A., the banking
subsidiary of Alliance Financial Corporation, provides banking, trust and
investment services through 17 community branch locations in Cortland, Madison,
Oneida, Onondaga and Broome counties.
- ----------------------------------------------------------------------
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 merged
operations 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
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 and
other factors detailed from time to time in the Company's SEC filings.
