ITEM 1. BUSINESS
(a) General development of business
Chemung Financial Corporation (Corporation) was incorporated on January 2, 1985, under the laws of the State of New York. The Corporation was organized for the purpose of acquiring a majority holding of Chemung Canal Trust Company (Bank). The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, which name was changed to Chemung Canal Trust Company in 1903.
On June 1, 1985, after the approval by the New York State Superintendent of Banks and the Board of Governors of the Federal Reserve System of the Plan of Acquisition and holding company application, the Bank became a wholly-owned subsidiary of the Corporation. There have been no material changes in the mode of conducting business of either the Corporation or the Bank since the acquisition of the Bank by the Corporation.
The Corporation is subject to applicable federal laws relating to bank holding companies as well as federal securities laws, State Corporation Law and State Banking Law.
(b) Financial information about industry segments
The Corporation and the Bank are engaged only in banking and bank-related businesses. The Selected Financial Data Exhibit included in "Management's Discussion and Analysis of Financial Condition and Results of Operation" ("MD&A") for the Corporation's Annual Report to Shareholders for the year ended December 31, 1994, sets forth financial information with respect to bank-related industry segments. The MD&A including the Selected Financial Data Exhibit is incorporated herein by reference.
(c) Narrative description of business
Business
The Bank is a New York State chartered, independent commercial bank which engages in full-service commercial and consumer banking and trust business. The Banks services include accepting time, demand and savings deposits including NOW accounts, Super NOW accounts, regular savings accounts, insured money market accounts, investment certificates, fixed-rate certificates of deposit and club accounts. Its services also include making secured and unsecured commercial and consumer loans, financing commercial transactions either directly or participating with regional industrial development and community lending corporations, making commercial, residential and home equity mortgage loans, revolving credit loans with overdraft checking protection, small business loans and student loans. Additional services include renting of safe deposit facilities, selling uninsured annuity and mutual fund investment products, and the use of networked automated teller facilities.
Trust services provided by the Bank include services as executor, trustee under wills and agreements, guardian and custodian and trustee and agent for pension, profit-sharing and other employee benefit trusts as well as various investment, pension, estate planning and employee benefit administrative services.
For additional information which focuses on the results of operation of the Corporation and the Bank, see Management's Discussion and Analysis of Financial Condition and Results of Operation, incorporated herein by reference.
There have been no material changes in the manner of doing business by the Corporation or the Bank during the fiscal year ended December 31, 1994.
Competition
Six (6) of the Banks thirteen (13) full-service branches, in addition to the main office, are located in Chemung County. The other seven (7) full-service branches are located in the adjacent counties of Schuyler, Steuben, and Tioga. All facilities are located in New York State.
Within these market areas, the Bank encounters intense competition in its banking business from several other financial institutions offering comparable products. These competitors include other commercial banks (both locally-based independent banks and local offices of regional and major metropolitan-based banks), as well as stock savings banks and credit unions. In addition, the Bank experiences competition in marketing some of its services from local operations of insurance companies, brokerage firms and retail financial service businesses.
Dependence Upon a Single Customer
Neither the Corporation nor the Bank is dependent upon a single or limited number of customers.
Research and Development
Expenditures for research and development were immaterial for the years 1994, 1993, and 1992.
Employees
As of December 31, 1994, the Bank employed 271 persons on a full-time equivalent basis.
(d) Financial information about foreign and domestic operations and export sales
Neither the Corporation nor the Bank rely on foreign sources of funds or income.
(e) Statistical disclosure by bank holding companies
The following disclosures present summarized statistical data covering the Corporation and the Bank.
The following table sets forth for the periods indicated, a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
ITEM 2.
ITEM 2. PROPERTIES
The Corporation and the Bank currently conduct all their business activities from the Banks main office, thirteen (13) branch locations situated in a four-county area, leased office space adjacent to the Banks main office, and four (4) off-site automated teller facilities (ATMs) three (3) of which are located on leased property. The main office is a six-story structure located at One Chemung Canal Plaza, Elmira, New York, in the downtown business district. The main office consists of approximately 62,000 square feet of space entirely occupied by the Bank. The combined square footage of the thirteen (13) branch banking facilities totals approximately 46,350 square feet. The leased office and automated teller facility spaces total approximately 3,450 square feet.
The Bank holds two (2) of its branch facilities (Arnot Mall Office and Bath Office), three (3) automated teller facilities (Elmira/Corning Regional Airport, Elmira College and WalMart Store), and the business office adjacent to the main office under lease arrangements; and owns the rest of its offices including the main office.
The Corporation holds no real estate in its own name.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Neither the Corporation nor its subsidiary are a party to any material pending legal proceeding required to be disclosed under this item.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
There were no matters submitted to a vote of shareholders during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANTS SECURITIES AND RELATED SHAREHOLDER MATTERS
The Corporation's stock is traded in the over-the-counter market. Incorporated herein by reference to portions of the Corporation's Annual Report to Shareholders for the year ended December 31, 1994, are the quarterly market price ranges for the Corporation's stock for the past three (3) years, based upon actual transactions as reported by First Albany Corporation, a securities brokerage firm which maintains a market in the Corporation's stock, other security brokerage firms, and other transactions known by the Corporation. Also incorporated herein by reference to a part of the Corporation's 1994 Annual Report are the dividends paid by the Corporation for each quarter of the last three (3) years. The number of shareholders of record on February 28, 1995 was 847.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The Selected Financial Data Exhibit included in Management's Discussion and Analysis of Financial Condition and Results of Operations and presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Managements Discussion and Analysis of Financial Condition and Results of Operations presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Independent Auditors' Report and consolidated financial statements as presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1994 is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANT
The information set forth under the captions Election of Directors, Executive Officers, and the Section 16(a) disclosure as presented in the registrant's Proxy Statement, dated March 14, 1995, relating to the Annual Meeting of Shareholders to be held on April 11, 1995, is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Directors Compensation; Directors' Personnel Committee Report on Executive Compensation; Comparative Return Performance Graph; Executive Compensation; Retirement Plan; Profit Sharing, Savings and Investment Plan; Incentive Bonus Plan; Employment Contracts; and Other Compensation Agreements", presented in the registrant's Proxy Statement, dated March 14, 1995, relating to the Annual Meeting of Shareholders to be held on April 11, 1995, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption Voting Securities and Equity Ownership by Certain Beneficial Owners and by Directors, Nominees and Executive Officers, presented in the registrants Proxy Statement, dated March 14, 1995, relating to the Annual Meeting of Shareholders to be held on April 11, 1995, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption Certain Transactions, presented in the registrant's Proxy Statement, dated March 14, 1995, relating to the Annual Meeting of Shareholders to be held on April 11, 1995, is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) List of Financial Statements and Report of Independent Auditors
The following consolidated financial statements and independent auditors' report of Chemung Financial Corporation and subsidiary, included in the Annual Report of the registrant to its shareholders as of December 31, 1994 and 1993, and for each of the years in the three-year period ended December 31, 1994 are incorporated by reference in Item 8:
- Independent Auditors' Report - Consolidated Balance Sheets - December 31, 1994 and 1993 - Consolidated Statements of Income - Years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Shareholders' Equity - Years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Cash Flows - Years ended December 31, 1994, 1993 and 1992 - Notes to Consolidated Financial Statements - December 31, 1994 and
(2) List of Financial Schedules
Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted.
(3) Listing of Exhibits
Exhibit (3.1) -- Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-14, Registration No. 2-95743, and is incorporated herein by reference.
-- Certificate of Amendment to the Certificate of Incorporation, filed with the Secretary of State of New York on April 1, 1988, is incorporated herein by reference to Exhibit A of the Registrant's Form 10-K for the year ended December 31, 1988, File No. 0-13888.
(3.2) -- Bylaws of the Registrant, as amended January 9, 1991, are incorporated herein by reference to Exhibit A of the Registrant's Form 10-K for the year ended December 31, 1990, File No. 0-13888.
Exhibit (13) -- Annual Report to Shareholders for the year ended December 31, 1994.
-- Table of Quarterly Market Price Ranges. EXHIBIT A
-- Table of Dividends Paid. EXHIBIT B
-- Management's Discussion and Analysis of EXHIBIT C Financial Condition and Results of Operations including the Selected Financial Data Exhibit.
-- Consolidated Financial Statements and EXHIBIT D Independent Auditors' Report.
Exhibit (21) -- Subsidiaries of the registrant. EXHIBIT E
Exhibit (22) -- Registrant's Notice of Annual Meeting, EXHIBIT F Proxy Statement dated March 14, 1995, and Proxy Form
Exhibit (27) -- Financial Disclosure Schedule
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the three months ended December 31, 1994.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section of this report.
(d) Financial Statement Schedules
None
ANNUAL REPORT ON FORM 10-K
ITEM 14(c)
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 1994
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK ____________________________________
EXHIBIT LISTING EXHIBIT
EXHIBIT 13 Annual Report To Shareholders For The Year Ended December 31, 1994
A - Table of Quarterly Market Price Ranges
B - Table of Dividends Paid
C - Management's Discussion and Analysis of Financial Condition and Results of Operations Including the Selected Financial Data Exhibit
D - Consolidated Financial Statements and Independent Auditors' Report
EXHIBIT 21 E - Subsidiaries of the Registrant
EXHIBIT 22 F - Notice of Annual Meeting, Proxy Statement dated March 14, 1995, and Proxy Form
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHEMUNG FINANCIAL CORPORATION DATED: MARCH 8, 1995
By "signature" John W. Bennett President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
Director Robert E. Agan
"signature" Director, President & March 8, 1995 John W. Bennett Chief Executive Officer
Director Donald L. Brooks, Jr.
"signature" Director March 8, 1995 David J. Dalrymple
"signature" Director March 8, 1995 Robert H. Dalrymple
"signature" Director March 8, 1995 Richard H. Evans
"signature" Director March 8, 1995 Natalie B. Kuenkler
"signature" Director March 8, 1995 Edward B. Hoffman
"signature" Director March 8, 1995 Stephen M. Lounsberry III
Signature Title Date
Director Boyd McDowell II
"signature" Director March 8, 1995 Thomas K. Meier
"signature" Director March 8, 1995 Ralph H. Meyer
"signature" Director March 8, 1995 John F. Potter
"signature" Director March 8, 1995 Whitney S. Powers
"signature" Director March 8, 1995 Samuel J. Semel
"signature" Director March 8, 1995 Charles M. Streeter, Jr.
Director Richard W. Swan
"signature" Director March 8, 1995 William A. Tryon
Director William C. Ughetta
"signature" Director March 8, 1995 Nelson Mooers van den Blink
"signature" Vice President, TreasurerMarch 8, 1995 Jan P. Updegraff and Principal Accounting Officer Attest
"signature" Secretary March 8, 1995 Jerome F. Denton