Item 1. Business
General
THE CORPORATION
Information relating to Item 1 - Business General - THE CORPORATION - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference.
CORTLAND BANKS
Information relating to Item 1 - Business General - CORTLAND BANKS - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference.
NEW RESOURCES LEASING COMPANY
Information relating to Item 1 - Business General - NEW RESOURCES LEASING COMPANY - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference.
SUPERVISION AND REGULATION
Information relating to Item 1 - Business General - SUPERVISION AND REGULATION - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference.
COMPETITION
Information relating to Item 1 - Business General - COMPETITION - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference.
EMPLOYEES
Information relating to Item 1 - Business General - EMPLOYEES - is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 4, Brief Description of the Business and is incorporated herein by reference
AVAILABLE INFORMATION
The Company files an annual report on Form 10K, quarterly reports on Form 10Q, current reports on Form 8K and amendments to those reports with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company’s Internet address is www.cortland-banks.com. The Company makes available through this address, free of charge, the reports filed, as soon as reasonably practicable after such material is electronically filed, or furnished to, the SEC. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
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Statistical Disclosure
I.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
Information relating to I - Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential is set forth in the Corporation’s 2003 Annual Report to Shareholders under the pages indicated below and is incorporated herein by reference:
II. INVESTMENT PORTFOLIO
Information relating to II - Investment Portfolio is set forth in the Corporation’s 2003 Annual Report to Shareholders under the pages indicated below and is incorporated herein by reference:
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III. LOAN PORTFOLIO (ALL DOMESTIC)
A. TYPES OF LOANS
Information relating to III - Loan Portfolio - A. Types of Loans is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 38, Loan Portfolio and is incorporated herein by reference.
B. MATURITIES AND SENSITIVITIES OF LOANS TO INTEREST RATES
Information relating to III - Loan Portfolio - B. Maturities and Sensitivities of Loans to Interest Rates is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 38, Loan Portfolio and is incorporated herein by reference.
C. RISK ELEMENTS
Information relating to III - Loan Portfolio - C. Risk Elements, is set forth in the Corporation’s 2003 Annual Report to Shareholders under the pages indicated below and is incorporated herein by reference:
D. Other Interest Bearing Assets - N/A
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IV.
SUMMARY OF LOAN LOSS EXPERIENCE
A. Analysis of the Allowance for Loan Loss
Information relating to IV - Summary of Loan Loss Experience - A. Analysis of the Allowance for Loan Loss is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 37, Loan Loss Experience and is incorporated herein by reference.
B. Breakdown of the Allowance for Loan Losses
Information relating to IV - Summary of Loan Loss Experience - B. Breakdown of the Allowance for Loan Losses is set forth in the Corporation’s 2003 Annual Report to Shareholders under the pages indicated below and is incorporated herein by reference.
V. DEPOSITS (ALL DOMESTIC)
A. Average Deposits and Average Rates Paid on Deposit Categories
Information relating to V - Deposits - A. Average Deposits and Rates is set forth in the Corporation’s 2003 Annual Report to Shareholders, Pages 28 & 29, Three Year Summary Average Balance Sheet, Yields and Rates and is incorporated herein by reference.
B. Not applicable
C. Not applicable
D. Summary of Time Deposits of $100,000 or More
Information relating to V - Deposits - D. Summary of Time Deposits of $100,000 or More by Maturity Range, is set forth in the Corporation’s 2003 Annual Report to Shareholders, Page 17, Note 6, Deposits and is incorporated herein by reference.
VI. RETURN ON EQUITY AND ASSETS
Information relating to VI - Return on Equity and Assets is set forth in the Corporation’s 2003 Annual Report to Shareholders, page 30, Selected Financial Data and is incorporated herein by reference.
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Item 2.
Item 2. Properties
CORTLAND BANCORP’S PROPERTY
Information relating to Item 2 - Properties - is set forth in the Corporation’s 2003 Annual Report to Shareholders, page 4, Brief Description of the Business - CORTLAND BANCORP - and is incorporated herein by reference.
CORTLAND BANKS’ PROPERTY
Information relating to Item 2 - Properties - is set forth in the Corporation’s 2003 Annual Report to Shareholders, page 4, Brief Description of the Business, THE CORTLAND SAVINGS AND BANKING COMPANY - and is incorporated herein by reference.
Information relating to Item 2 - Properties - Location of Offices is set forth in the Corporation’s 2003 Annual Report to Shareholders, page 55, Cortland Banks Offices and Locations and is incorporated herein by reference.
Item 3.
Item 3. Legal Proceedings
Information relating to Item 3 - Legal Proceedings - is set forth in the Corporation’s 2003 Annual Report to Shareholders, page 26, Note 16, Litigation and is incorporated herein by reference.
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Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
Executive Officers of the Registrant
The names, ages and positions of the executive officers as of March 9, 2004 are as follows:
Name
Age
Position Held
Rodger W. Platt
Chairman of the Board, President and Director
Lawrence A. Fantauzzi
Senior Vice President, Controller, Secretary, Treasurer and Chief Financial Officer
James M. Gasior
Senior Vice President, Chief of Lending and Administration
All of the officers listed above will hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified.
Principal Occupation and Business Experience of Executive Officers
During the past five years the business experience of each of the executive officers has been as follows:
Rodger W. Platt has been Chairman of the Board of Cortland Bancorp and the subsidiary bank since November 1987. He has been a Director and President of Cortland Bancorp since its formation in April of 1985. He has been a Director of the subsidiary bank since 1974 and has been President since 1976.
Lawrence A. Fantauzzi has been the Controller of Cortland Bancorp and the subsidiary bank since April 1987. He became Treasurer and Chief Financial Officer of Cortland Bancorp and the subsidiary bank in December 1992. He became a Director of New Resources Leasing Company in November 1995 and Senior Vice President of the subsidiary bank in April 1996. In February 1999, he was elected Secretary of the Corporation and appointed to the Board of Directors of Cortland Bancorp and the subsidiary bank.
James M. Gasior has been Senior Vice President of Lending and Administration of Cortland Bancorp and its subsidiary bank, since April 1999. He had previously been Senior Vice President and Chief Operations Officer from April 1996 through March 1999, and Vice President and Chief Operations Officer of Cortland Bancorp and subsidiary from June 1993 through March 1996. He became a Director of New Resources Leasing Company in November 1995.
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PART II
Information relating to Items 5, 6, 7, 7A and 8 is set forth in the Corporation’s 2003 Annual Report to Shareholders under the pages indicated below and is incorporated herein by reference:
With the participation of management, including the Company’s principal executive officer and principal financial officer, the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”)) has been evaluated as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period for which our periodic reports, including this report, are being prepared.
In addition, there were no significant changes during the period covered by this report in the Company’s internal control over financial reporting (as defined in Rules 13a-13 and 15d-15 of the Exchange Act) that have materially affected, or are reasonable likely to materially affect, internal control over financial reporting.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to directors of the Corporation will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 2-9 and 19-20. Information relating to executive officers of the Corporation is set forth in Part I.
Item 11. Executive Compensation
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 8-17.
Item 12. Security Ownership of Certain Beneficial Owners and Management
None
Item 13. Certain Relationships and Related Transactions
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 4, 6 & 12.
Item 14. Principal Accounting Fees and Service
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 20 & 21.
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PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)
1. Financial Statements
Item 8., Financial Statements and Accompanying Information, is set forth in the Corporation’s 2003 Annual Report to Shareholders and is incorporated by reference in Part II of this report.
(a)
2. Financial Statement Schedules
Included in Part IV of this report as Exhibit 23:
Independent Accountants’ Consent
All schedules are omitted because they are not applicable.
The exhibits filed or incorporated by reference as a part of this report are listed in the Index to Exhibits which appears at page IV-3 hereof and is incorporated herein by reference.
(b) Report on Form 8-K
Form 8-K was filed with the United States Securities and Exchange Commission, dated November 12, 2003. The 8-K applies to Item 12 - Results of Operations and Financial Condition, per the 8-K instructions, and announced third quarter and year-to-date results for the periods ended September 30, 2003.
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SIGNATURES
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.
CORTLAND BANCORP
March 9, 2004 Date
By
/s/ Rodger W. Platt, President Rodger W. Platt, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Rodger W. Platt Rodger W. Platt
Chairman of the Board, President and Director (Principal Executive Officer)
March 9 , 2004 Date
/s/ David C. Cole David C. Cole
Director
March 9 , 2004 Date
/s/ George E. Gessner George E. Gessner
Director
March 9 , 2004 Date
/s/ William A. Hagood William A. Hagood
Director
March 9, 2004 Date
/s/ James E. Hoffman, III James E. Hoffman, III
Director
March 9 , 2004 Date
/s/ Richard B. Thompson
Richard B. Thompson
Director
March 9 , 2004 Date
/s/ K. Ray Mahan
K. Ray Mahan
Director
March 9 , 2004 Date
/s/ Timothy K. Woofter
Timothy K. Woofter
Director
March 9 , 2004 Date
/s/ Lawrence A. Fantauzzi
Lawrence A. Fantauzzi
Senior Vice President, Controller, Secretary, Treasurer and Director (Chief Financial Officer)
March 9 , 2004 Date
/s/ James M. Gasior
James M. Gasior
Senior Vice President, Chief of Lending and Administration
March 9 , 2004 Date
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INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
3.i.
Articles of Incorporation of the Corporation as currently in effect and any amendments thereto, (incorporated by reference to Registrant’s Registration Statement on Form S-3 filed on October 28, 1993, exhibit A).
3.ii.
Bylaws and/or Code of Regulations of the Corporation as currently in effect (incorporated herein by reference to Registrant’s Registration Statement on Form S-3 on October 28, 1993, exhibit B).
The rights of holders of equity securities are defined in portions of the Articles of Incorporation and Bylaws as referenced in 3.1. and 3.2.
Statement regarding computation of earnings per share (filed herewith).
Annual Report to security holders (filed herewith).
Subsidiaries of the Registrant (filed herewith).
Consents of experts and counsel - Consent of independent accountants (filed herewith).
31.1
CEO certification (Filed herewith)
31.2
CFO certification (Filed herewith)
Certifications of Chief Executive Officer and Chief Financial Officer required under Section 906 of Sarbanes-Oxley Act of 2002(filed herewith).
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Lawrence A. Fantauzzi, Secretary, Cortland Bancorp, 194 West Main Street, Cortland, Ohio 444l0.
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Item 8., Financial Statements and Accompanying Information, is set forth in the Corporation’s 2003 Annual Report to Shareholders and is incorporated by reference in Part II of this report.
(a)
2. Financial Statement Schedules
Included in Part IV of this report as Exhibit 23:
Independent Accountants’ Consent
All schedules are omitted because they are not applicable.
The exhibits filed or incorporated by reference as a part of this report are listed in the Index to Exhibits which appears at page IV-3 hereof and is incorporated herein by reference.
(b) Report on Form 8-K
Form 8-K was filed with the United States Securities and Exchange Commission, dated November 12, 2003. The 8-K applies to Item 12 - Results of Operations and Financial Condition, per the 8-K instructions, and announced third quarter and year-to-date results for the periods ended September 30, 2003.
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SIGNATURES
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.
CORTLAND BANCORP
March 9, 2004 Date
By
/s/ Rodger W. Platt, President Rodger W. Platt, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Rodger W. Platt Rodger W. Platt
Chairman of the Board, President and Director (Principal Executive Officer)
March 9 , 2004 Date
/s/ David C. Cole David C. Cole
Director
March 9 , 2004 Date
/s/ George E. Gessner George E. Gessner
Director
March 9 , 2004 Date
/s/ William A. Hagood William A. Hagood
Director
March 9, 2004 Date
/s/ James E. Hoffman, III James E. Hoffman, III
Director
March 9 , 2004 Date
/s/ Richard B. Thompson
Richard B. Thompson
Director
March 9 , 2004 Date
/s/ K. Ray Mahan
K. Ray Mahan
Director
March 9 , 2004 Date
/s/ Timothy K. Woofter
Timothy K. Woofter
Director
March 9 , 2004 Date
/s/ Lawrence A. Fantauzzi
Lawrence A. Fantauzzi
Senior Vice President, Controller, Secretary, Treasurer and Director (Chief Financial Officer)
March 9 , 2004 Date
/s/ James M. Gasior
James M. Gasior
Senior Vice President, Chief of Lending and Administration
March 9 , 2004 Date
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INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
3.i.
Articles of Incorporation of the Corporation as currently in effect and any amendments thereto, (incorporated by reference to Registrant’s Registration Statement on Form S-3 filed on October 28, 1993, exhibit A).
3.ii.
Bylaws and/or Code of Regulations of the Corporation as currently in effect (incorporated herein by reference to Registrant’s Registration Statement on Form S-3 on October 28, 1993, exhibit B).
The rights of holders of equity securities are defined in portions of the Articles of Incorporation and Bylaws as referenced in 3.1. and 3.2.
Statement regarding computation of earnings per share (filed herewith).
Annual Report to security holders (filed herewith).
Subsidiaries of the Registrant (filed herewith).
Consents of experts and counsel - Consent of independent accountants (filed herewith).
31.1
CEO certification (Filed herewith)
31.2
CFO certification (Filed herewith)
Certifications of Chief Executive Officer and Chief Financial Officer required under Section 906 of Sarbanes-Oxley Act of 2002(filed herewith).
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Lawrence A. Fantauzzi, Secretary, Cortland Bancorp, 194 West Main Street, Cortland, Ohio 444l0.
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Item 10. Directors and Executive Officers of the Registrant
Information relating to directors of the Corporation will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 2-9 and 19-20. Information relating to executive officers of the Corporation is set forth in Part I.
Item 11.
Item 11. Executive Compensation
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 8-17.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
None
Item 13.
Item 13. Certain Relationships and Related Transactions
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 4, 6 & 12.
Item 14.
Item 14. Principal Accounting Fees and Service
Information relating to this item will be set forth in the Corporation’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held April 13, 2004. Such information is incorporated herein by reference. Pages 20 & 21.
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PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)
1. Financial Statements
Item 8., Financial Statements and Accompanying Information, is set forth in the Corporation’s 2003 Annual Report to Shareholders and is incorporated by reference in Part II of this report.
(a)
2. Financial Statement Schedules
Included in Part IV of this report as Exhibit 23:
Independent Accountants’ Consent
All schedules are omitted because they are not applicable.
The exhibits filed or incorporated by reference as a part of this report are listed in the Index to Exhibits which appears at page IV-3 hereof and is incorporated herein by reference.
(b) Report on Form 8-K
Form 8-K was filed with the United States Securities and Exchange Commission, dated November 12, 2003. The 8-K applies to Item 12 - Results of Operations and Financial Condition, per the 8-K instructions, and announced third quarter and year-to-date results for the periods ended September 30, 2003.
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SIGNATURES
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.
CORTLAND BANCORP
March 9, 2004 Date
By
/s/ Rodger W. Platt, President Rodger W. Platt, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Rodger W. Platt Rodger W. Platt
Chairman of the Board, President and Director (Principal Executive Officer)
March 9 , 2004 Date
/s/ David C. Cole David C. Cole
Director
March 9 , 2004 Date
/s/ George E. Gessner George E. Gessner
Director
March 9 , 2004 Date
/s/ William A. Hagood William A. Hagood
Director
March 9, 2004 Date
/s/ James E. Hoffman, III James E. Hoffman, III
Director
March 9 , 2004 Date
/s/ Richard B. Thompson
Richard B. Thompson
Director
March 9 , 2004 Date
/s/ K. Ray Mahan
K. Ray Mahan
Director
March 9 , 2004 Date
/s/ Timothy K. Woofter
Timothy K. Woofter
Director
March 9 , 2004 Date
/s/ Lawrence A. Fantauzzi
Lawrence A. Fantauzzi
Senior Vice President, Controller, Secretary, Treasurer and Director (Chief Financial Officer)
March 9 , 2004 Date
/s/ James M. Gasior
James M. Gasior
Senior Vice President, Chief of Lending and Administration
March 9 , 2004 Date
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INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
3.i.
Articles of Incorporation of the Corporation as currently in effect and any amendments thereto, (incorporated by reference to Registrant’s Registration Statement on Form S-3 filed on October 28, 1993, exhibit A).
3.ii.
Bylaws and/or Code of Regulations of the Corporation as currently in effect (incorporated herein by reference to Registrant’s Registration Statement on Form S-3 on October 28, 1993, exhibit B).
The rights of holders of equity securities are defined in portions of the Articles of Incorporation and Bylaws as referenced in 3.1. and 3.2.
Statement regarding computation of earnings per share (filed herewith).
Annual Report to security holders (filed herewith).
Subsidiaries of the Registrant (filed herewith).
Consents of experts and counsel - Consent of independent accountants (filed herewith).
31.1
CEO certification (Filed herewith)
31.2
CFO certification (Filed herewith)
Certifications of Chief Executive Officer and Chief Financial Officer required under Section 906 of Sarbanes-Oxley Act of 2002(filed herewith).
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Lawrence A. Fantauzzi, Secretary, Cortland Bancorp, 194 West Main Street, Cortland, Ohio 444l0.
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