1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from _____________ to _____________
Commission File Number 0-13888
CHEMUNG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-123703-8
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Chemung Canal Plaza, P.O. Box 1522
Elmira, New York 14902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 737-3711
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $5 a share
(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
The aggregate market value of Common Stock held by nonaffiliates on
February 28, 1997 was $46,989,729
As of February 28, 1997 there were 2,072,214 shares of Common Stock, $5 par
value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December
31, 1996 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Annual Shareholders meeting to be
held on April 8, 1997 are incorporated by reference into Parts III and IV.
PART I
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. Exhibits I through IV 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,
1996, sets forth financial information with respect to bank-related
industry segments. The MD&A including Exhibits I through IV are
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 Bank's 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 Operations, 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, 1996.
Competition
Six (6) of the Bank's 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
1996, 1995, and 1994.
Employees
As of December 31, 1996, the Bank employed 289 persons on a full-time
equivalent basis.
(d) Financial information about foreign and domestic operations and export
sales
Neither the Corporation nor the Bank relies on foreign sources of funds or
income.
(e) Statistical disclosure by bank holding companies
In June 1996, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 125, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. SFAS No. 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishment of
liabilities occurring after December 31, 1996 and is based on consistent
application of a "financial components approach" that focuses on control.
The Statement provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings.
In December 1996, FASB deferred for one year the effective date of SFAS No.
125 as it relates to transfers of financial assets and secured borrowings
and collateral. Management does not believe that the adoption of SFAS No.
125 will have a material impact on its financial condition or results of
operations.
The following disclosures present summarized statistical data covering the
Corporation and the Bank.
Distribution of Assets, Liabilities and Shareholders' Equity, Interest Rates and
Interest Differential
December 31,
1996 1995
1994
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance
Interest Rate
Assets
Interest earning assets:
Loans $ 273,904 25,314 9.24% $249,149 23,868 9.58%
$221,419 20,006 9.04%
Taxable securities 156,378 10,292 6.58 155,238 9,960 6.42
134,524 7,762 5.77
Tax-exempt securitie 28,883 1,360 4.71 28,051 1,406 5.01
25,054 1,262 5.04
Federal funds sold 6,522 350 5.37 8,434 486 5.76
10,236 407 3.98
Interest-bearing
deposits 3,808 195 5.13 6,267 357 5.70 3,478
143 4.11
Total interest
earning assets 469,495 37,511 7.99% 447,139 36,077 8.07%
394,711 29,580 7.49%
Non-interest earning assets:
Cash and due from
banks 23,501 23,442 21,657
Premises and equipment,
net 10,146 9,657 7,451
Other assets 7,003 6,922 5,506
Less allowance for
loan losses (3,932) (3,876) (3,419)
Excess of cost over
fair value of net
assets acquired,
net of accumulated
amortization 12,247 11,969 5,339
Total $ 518,460 $ 495,253 $ 431,245
Liabilities and
Shareholders' Equity
Interest bearing
liabilities:
Demand deposits $ 44,261 719 1.63% $ 43,312 731
1.69% $ 43,372 673 1.55%
Savings deposits 139,219 3,942 2.83 149,257 4,408 2.95
142,819 3,778 2.65
Time deposits 177,537 9,625 5.42 153,433 8,307 5.41
121,783 5,445 4.47
Federal funds purchased
and securities sold
under agreement to
repurchase 15,213 757 4.97 13,846 781 5.64
9,975 380 3.81
Total interest
bearing liabilities 376,230 15,043 4.00% 359,848 14,227 3.95%
317,949 10,276 3.23%
Non-interest bearing
liabilities:
Demand deposits 79,901 78,406 66,635
Other 8,181 6,995 5,106
464,312 445,249 389,690
Shareholders' equity 54,148 50,004 41,555
Total $ 518,460 $ 495,253 $ 431,245
Net interest earnings $ 22,468 $ 21,850 $ 19,304
Net yield on interest
earning assets 4.79% 4.89% 4.89%
For the purpose of these computations, nonaccruing loans are included in
the daily average loan amounts outstanding. Daily balances were used for
average balance computations.
The yields for securities were calculated using average amortized cost of
securities.
No tax equivalent adjustments have been made in calculating yields on
obligations of states and political subdivisions.
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:
1996 Compared to 1995
1995 Compared to 1994
Increase (Decrease) Due to (1)
Increase (Decrease) Due to (1)
Volume Rate Net Volume Rate Net
(In Thousands of Dollars)
(In Thousands of Dollars)
Interest earned on:
Loans $ 2,310 (864) 1,446 2,607 1,255 3,862
Taxable securities 74 258 332 1,273 925 2,198
Tax-exempt securities 41 (87) (46) 150 (6) 144
Federal funds sold (104) (32) (136) (81) 160 79
Interest-bearing deposit (129) (33) (162) 145 70
215
Total interest
earning assets $ 2,191 (757) 1,434 4,094
2,404 6,498
Interest paid on:
Demand deposits 16 (28) (12) (1) 59 58
Savings deposits (289) (177) (466) 180 450
630
Time deposits 1,307 11 1,318 1,580 1,282 2862
Federal funds purchased
and securities sold under
agreement to repurchase 73 (97) (24) 179 222
401
Total interest bearing
liabilities $ 1,107 (291) 816 1,938 2,013 3,951
<FN>
<F1>
(1) The change in interest due to both rate and volume has been allocated
to volume and rate changes in proportion to the relationship of
the absolute dollar amounts of the change in each.
</FN>
Securities Portfolio
The following table sets forth the carrying amount of securities at
the dates indicated:
December 31,
1996 1995
1994
(In Thousands of
Dollars)
U.S. Treasury and other
U.S. Government Agencies $ 104,567 108,775 163,238
Mortgage Backed Securities 50,109 30,573 0
State and political subdivisions 30,775 30,275 28,085
Other bonds and notes 1,270 3,023 7,181
Corporate stocks 8,996 6,818 5,493
Total $ 195,717 179,464 203,997
Included in the above table are $185,365, $171,882 and $188,828 of
securities available for sale at December 31, 1996, 1995 and 1994,
respectively.
The following tables set forth the maturities of securities at December 31,
1996 and the weighted average yields of such securities (calculated on
the basis of the cost and effective yields weighted for the scheduled
maturity of each security). Federal tax equivalent adjustments have been
made in calculating yields on municipal obligations.
Maturing
Within
After One, But
One Year
Within Five Years
Amount Yield Amount Yield
(In Thousands of Dollars)
C>
U.S. Treasury and other
U.S. Government Agencies $ 11,020 6.16% $ 71,164 6.33%
Mortgage Backed Securities - - - -
State and political subdivisions 11,029 4.31 15,598 4.78
Other bonds and notes 1,012 8.86 186 7.27
Total $ 23,061 5.39% $ 86,948 6.06%
Maturing
After Five, But After
Within Ten Years Ten Years
Amount Yield Amount Yield
(In Thousands of Dollars)
U.S. Treasury and other
U.S. Government Agencies $ 22,383 7.12% - - %
Mortgage Backed Securities 4,318 6.69 45,791 7.86
State and political subdivisions 3,520 5.02 628 4.85
Other bonds and notes 72 8.25 - -
Total $ 30,293 6.82% $46,419 7.82%
Loan Portfolio
The following table shows the Corporation's loan distribution at the end of
each of the last five years:
December 31,
1996 1995 1994 1993 1992
(In Thousands of Dollars)
Commercial, financial and
agricultural $ 92,557 89,785 75,006 69,484 63,360
Real estate mortgages 78,400 71,870 67,912 71,345 81,431
Consumer loans 113,004 101,687 94,181 82,028 74,258
Total $ 283,961 263,342 237,099 222,857 219,049
The following table shows the maturity of loans (excluding residential real
estate mortgages and consumer loans) outstanding as of December 31,
1996. Also provided are the amounts due after one year classified
according to the sensitivity to changes in interest rates:
After One
Within But Within After
One Year Five Years Five Years Total
Commercial, financial and
agricultural $ 33,098 20,014 39,445 92,557
Loans maturing after one year with:
Fixed interest rates 12,277 7,940
Variable interest rates 7,737 31,505
Total $ 20,014 39,445
Nonaccrual and Past Due Loans
The following table summarizes the Corporation's nonaccrual and past due
loans:
December 31,
1996 1995 1994 1993 1992
(In Thousands of Dollars)
Nonaccrual loans (1) $ 1,494 1,119 1,201 1,605 1,321
Accruing loans past due
90 days or more $ 226 681 354 274 588
Information with respect to nonaccrual loans at December 31, 1996, 1995 and
1994 is as follows:
December 31,
1996 1995 1994
(In Thousands of Dollars)
Nonaccrual loans $ 1,494 1,119 1,201
Interest income that would have been
recorded under original terms 278 200 342
Interest income recorded during the period 58 52 58
<FN>
<F1>
(1) It is the Corporation's policy that when a past due loan is referred to
legal counsel, or in the case of a commercial loan which becomes 90 days
delinquent, or in the case of consumer, mortgage or home equity loans not
guaranteed by a government agency which becomes 120 days delinquent, the loan is
placed in nonaccrual nd previously accrued interest is reversed unless,
because of collateral or other circumstances, it is deemed to be
collectible. Loans may also be placed in nonaccrual if management believes
such classification is warranted for other reasons.
</FN>
Potential Problem Loans
At December 31, 1996, the Corporation has no commercial loans for which
payments are presently current but the borrowers are currently
experiencing severe financial difficulties. Those loans are subject to
constant management attention and their classification is reviewed by the
Board of Directors at least semi-annually.
Loan Concentrations
At December 31, 1996, the Corporation has no loan concentrations to
borrowers engaged in the same or similar industries that exceed 10% of
total loans.
Other Interest-Bearing Assets
At December 31, 1996, the Corporation has no interest-bearing assets other
than loans that meet the nonaccrual, past due, restructured or potential
problem loan criteria.
Summary of Loan Experience
This table summarizes the Corporation's loan loss experience for each year
in the five-year period ended December 31, 1996:
Year Ended December 31,
1996 1995 1994 1993 1992
(In Thousands of Dollars)
Balance at beginning of period $ 3,900 3,600 3,500 3,400 2,800
Charge-offs:
Commercial, financial and
agricultural 195 82 282 550 61
Real estate mortgages 1 5 14 - -
Consumer loans 538 286 422 346 382
Home equity 20 - - - -
754 373 718 896 443
Recoveries:
Commercial, financial and
agricultural 16 16 18 10 100
Consumer loans 71 93 76 79 41
87 109 94 89 141
Net charge-offs 667 264 624 807 302
Allowance of acquired
bank at time of acquisition - - 100 - -
Additions charged to
operations (1) 742 564 624 907 902
Balance at end of period $ 3,975 3,900 3,600 3,500 3,400
Ratio of net charge-offs during
period to average loans
outstanding (2) .24% .11% .28% .36% .14%
<FN>
<F1>
(1) The amount charged to operations and the related balance in the
allowance for loan losses is based upon
periodic evaluations of the loan portfolio by management. These
evaluations consider several factors
including, but not limited to, general economic conditions, loan
portfolio composition, prior loan loss
experience, growth in the loan portfolio and management's estimation
of future potential losses.
The risk elements in the various portfolio categories are not
considered to be any greater in 1996 than in prior years. The net
charge-offs to total loans have averaged 0.23% over the last five years and
the highest percentage in any of those years was 0.36%.
<F2>
(2) Daily balances were used to compute average outstanding loan balances.
</FN>
This table sumarized the Corporation's allocation of the allowance for loan
losses for each year in the five-year period ended December 31, 1996:
Amount (in thousands) and Percent of
Loans by Category to Total Loans
Balance at end of
Period Applicable to: 1996 % 1995 % 1994 % 1993 % 1992 %
Domestic: $2,245 100.0 1,830 100.0 2,857 100.0 3,274
100.0 2,158 100.0%
Commercial, financial
and agricultural 1,472 32.3 1,042 33.0 2,108 31.0 2,620
30.2 1,625 28.6
Commercial mortgages 249 3.2 305 4.1 282 5.0 247 6.5 112 6.7
Residential mortgages 21 24.5 16 23.6 16 23.6 13 25.5 34 30.4
Consumer loans 503 40.0 467 39.3 451 40.4 394 37.8 387 34.3
Unallocated: 1,730 N/A 2,070 N/A 743 N/A 226 N/A 1,242 N/A
Total $3,975 100.0 3,900 100.0 3,600 100.0 3,500
100.0 3,400 100.0
Deposits
The average daily amounts of deposits and rates paid on such deposits is
summarized for the periods indicated in the following table:
Year Ended
December 31,
1996 1995
1994
Amount Rate Amount Rate Amount Rate
(In Thousands of Dollars)
Noninterest-bearing
demand deposits $ 79,901 - % 78,406 - % 66,635 - %
Interest-bearing demand
deposits 44,261 1.63 43,312 1.69 43,372 1.55
Savings deposits 139,219 2.83 149,257 2.95 142,819 2.65
Time deposits 177,537 5.42 153,433 5.41 121,783 4.47
$ 440,918 424,408 374,609
Scheduled maturities of certificates of deposit with a remaining term
greater than one year at December 31, 1996 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
1998 $34,289
1999 13,092
2000 6,502
2001 3,693
2002 and thereafter 38
$57,614
Maturities of certificates of deposit $100,000 or more outstanding at
December 31, 1996 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
3 months or less $26,369
Over 3 through 12 months 6,647
Over 12 months 3,754
There were no other time deposits of $100,000 or more.
Return on Equity and Assets
The following table shows consolidated operating and capital ratios of the
Corporation for each of the last three years:
Year
Ended December 31,
1996 1995 1994
Return on average assets 1.19% 1.13% 1.08%
Return on average equity 11.37 11.20 11.18
Return on beginning equity 11.64 12.25 12.13
Dividend payout ratio 35.78 36.52 38.23
Average equity to average assets ratio 10.44 10.10 9.64
Year-end equity to year-end assets ratio 10.54 10.54 9.25
Short-Term Borrowings
For each of the three years in the period ended December 31, 1996, the
average outstanding balance of short-term borrowings did not exceed 30%
of shareholders' equity.
ITEM 2. PROPERTIES
The Corporation and the Bank currently conduct all their business
activities from the Bank's main office, thirteen (13) branch locations
situated in a four-county area, owned office space adjacent to the Bank's
main office, and five (5) 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 office building adjacent to
the main office was acquired during 1995 and consists of approximately
18,213 square feet of which 13,711 square feet are occupied by operating
departments of the Bank and 4,502 square feet are leased. The leased
automated teller facility spaces total approximately 150 square feet.
The Bank holds two (2) of its branch facilities (Arnot Mall Office and Bath
Office) and three (3) automated teller facilities (Elmira/Corning Regional
Airport, Elmira College and WalMart Store) under lease arrangements; and
owns the rest of its offices including the main office and the adjacent
office building.
The Corporation holds no real estate in its own name.
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. 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. 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, 1996, are the
quarterly market price ranges for the Corporation's stock for the past
three (3) years, based upon actual transactions as reported by securities
brokerage firms which maintain a market or conduct trades in the
Corporation's stock and other transactions known by the Corporation's
management. Also incorporated herein by reference to a part of the
Corporation's 1996 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 29, 1997 was 823.
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, 1996 is incorporated herein by reference to Exhibit C of Exhibit
Listing 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's 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, 1996 is incorporated herein by reference to
Exhibit C of Exhibit Listing 13.
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, 1996 are incorporated herein by reference to Exhibit D
of Exhibit Listing 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
THE REGISTRANT
The information set forth under the captions "Nominees For Election of
Directors" and "Executive Officers" and the Section 16(a) disclosure set
forth under the caption "Security Ownership of Management", as presented in
the registrant's Proxy Statement, dated March 10, 1997, relating to the
Annual Meeting of Shareholders to be held on April 8, 1997, is incorporated
herein by reference.
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"; "Pension
Plan"; "Profit- Sharing, Savings and Investment Plan"; "Employment
Contracts"; and "Other Compensation Agreements", presented in the
registrant's Proxy Statement, dated March 10, 1997, relating to the Annual
Meeting of Shareholders to be held on April 8, 1997, is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management", presented in the
registrant's Proxy Statement, dated March 10, 1997, relating to the Annual
Meeting of Shareholders to be held on April 8, 1997, is incorporated herein
by reference.
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 10, 1997,
relating to the Annual Meeting of Shareholders to be held on April 8, 1997,
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) List of Financial Statements and Independent Auditors' Report
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, 1996
and 1995, and for each of the years in the three-year period ended December
31, 1996 are incorporated by reference in Item 8:
- Independent Auditors' Report
- Consolidated Balance Sheets - December 31, 1996 and 1995
- Consolidated Statements of Income - Years ended December 31, 1996,
1995 and 1994
- Consolidated Statements of Shareholders' Equity - Years ended
December 31, 1996, 1995 and 1994
- Consolidated Statements of Cash Flows - Years ended
December 31, 1996, 1995 and 1994
- Notes to Consolidated Financial Statements - December 31, 1996 and
1995
(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 February 14,
1996,
are incorporated herein by reference to Exhibit A
of
the Registrant's Form 10-Q for the period ended
September 31, 1996, File No. 0-13888.
Exhibit (13) -- Annual Report to Shareholders for the year ended
December 31, 1996.
-- 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 10, 1997,
and Proxy Form
Exhibit (27) -- Financial Disclosure Schedule (EDGAR version only)
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the three months ended
December 31, 1996.
(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, 1996
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________
EXHIBIT
LISTING EXHIBIT
EXHIBIT 13 Annual Report To Shareholders For The Year Ended
December 31, 1996
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 10, 1997, 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 12, 1997
By /s/ John W. Bennett
John W. Bennett
Chairman 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
/s/ Robert E. Agan Director March 12, 1997
Robert E. Agan
/s/ John W. Bennett Director, Chairman & March 12, 1997
John W. Bennett Chief Executive Officer
Director
Donald L. Brooks, Jr.
Director
David J. Dalrymple
Director
Robert H. Dalrymple
/s/ Richard H. Evans Director March 12, 1997
Richard H. Evans
Director
Natalie B. Kuenkler
/s/ Edward B. Hoffman Director March 12, 1997
Edward B. Hoffman
/s/ Stephen M. Lounsberry III Director March 12, 1997
Stephen M. Lounsberry III
Signature Title Date
Director
Boyd McDowell II
/s/ Thomas K. Meier Director March 12, 1997
Thomas K. Meier
/s/ Ralph H. Meyer Director March 12, 1997
Ralph H. Meyer
/s/ John F. Potter Director March 12, 1997
John F. Potter
/s/ Samuel J. Semel Director March 12, 1997
Samuel J. Semel
/s/ Charles M. Streeter, Jr. Director March 12, 1997
Charles M. Streeter, Jr.
/s/ Richard W. Swan Director March 12, 1997
Richard W. Swan
/s/ William A. Tryon Director March 12, 1997
William A. Tryon
Director
William C. Ughetta
/s/ Jan P. Updegraff Director, President & March 12, 1997
Jan P. Updegraff Chief Operating Officer
/s/ Nelson Mooers van den Blink Director March 12, 1997
Nelson Mooers van den Blink
/s/ John R. Battersby, Jr. Treasurer and Principal March 12, 1997
Accounting Officer
Attest
/s/ Jerome F. Denton Secretary March 12, 1997
Jerome F. Denton