3
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, 1997
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,
1998 was $47,657,848
As of February 28, 1998 there were 2,061,738 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,
1997 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Annual Shareholders meeting to be held
on May 13, 1998 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 V 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,
1997, sets forth financial information with respect to bank-related industry
segments. The MD&A including Exhibits I through V 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, 1997.
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 1997,
1996, and 1995.
Employees
As of December 31, 1997, the Bank employed 281 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
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,
1997 1996
1995
Average Yield/Average Yield/Average Yield/
BalanceInterest Rate BalanceInterest Rate BalanceInterest Rate
Assets
Interest earning assets:
Loans $ 291,259 26,6809.16%$273,904 25,3149.24%$249,149 23,868 9.58%
Taxable securities 157,615 10,6296.74 156,378 10,2926.58 155,238 9,960
6.42
Tax-exempt securities 31,154 1,442 4.63 28,883 1,360 4.71 28,051
1,406 5.01
Federal funds sold 5,481 300 5.48 6,522 350 5.37 8,434 486
5.76
Other Investments 161 0 - 0 0 - 0 0
- -
Interest-bearing
deposits 5,380 321 5.97 3,808 195 5.13 6,267 357 5.70
Total interest
earning assets 491,050 39,3728.02%469,495 37,511 7.99%447,139 36,077
8.07%
Non-interest earning assets:
Cash and due from
banks 24,396 23,501 23,442
Premises and equipment,
net 9,751 10,146 9,657
Other assets 8,091 7,003 6,922
Less allowance for
loan losses (4,077) (3,932) (3,867)
Excess of cost over
fair value of net
assets 13,211 12,247 11,969
Total $ 542,422 $ 518,460 $ 495,253
Liabilities and
Shareholders' Equity
Interest bearing
liabilities:
<C<
Demand deposits $ 44,991 675 1.50%$ 44,261 719 1.63%$ 43,312 731 1.69%
Savings deposits 135,146 3,894 2.88 139,219 3,942 2.83 149,257 4,408
2.95
Time deposits 185,68610,187 5.49 177,537 9,6255.42 153,433 8,307 5.41
Federal Home Loan Bank
advances and securities
sold under agreements to
repurchase 24,233 1,3425.54 15,213 7574.97 13,846 781 5.64
Total interest
bearing liabilities 390,05616,098 4.13%376,23015,043 4.00%359,848 14,227
3.95%
Non-interest bearing
liabilities:
Demand deposits 84,332 79,901 78,406
Other 9,281 8,181 6,995
483,669 464,312 445,249
Shareholders' equity 58,753 54,148 50,004
Total $ 542,422 $ 518,460 $ 495,253
Net interest earnings $ 23,274 $ 22,468 $
21,850
Net yield on interest
earning assets 4.74% 4.79%
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.
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:
1997 Compared to 1996
1996 Compared to 1995
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 $ 1,591 (225) 1,366 2,310 (864) 1,446
Taxable securities 82 255 337 74 258 332
Tax-exempt securities105 (23) 82 41 (87) (46)
Federal funds sold (57) 7 (50) (104) (32) (136)
Interest-bearing deposits 90 36 126 (129) (33) (162)
Total interest
earning assets$ 1,811 50 1,861 2,191 (757) 1,434
Interest paid on:
Demand deposits 12 (56) (44) 16 (28) (12)
Savings deposits (117) 69 (48) (289) (177) (466)
Time deposits 446 116 562 1,307 11 1,318
Federal Home Loan Bank
advances and securities
sold under agreements to
repurchase 491 94 585 73 (97) (24)
Total interest bearing
liabilities$ 832 223 1,055 1,107 (291) 816
<FN>
<FN1>
(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>
Investment Portfolio
The following table sets forth the carrying amount of investment securities
at the dates indicated:
December 31,
1997 1996 1995
(In Thousands of Dollars)
U.S. Treasury and other
U.S. Government Agencies $ 93,971 104,567 108,775
Mortgage backed securities 55,603 50,109 30,573
State and political subdivisions 34,955 30,775 30,275
Other bonds and notes 149 1,270 3,023
Corporate stocks 9,849 8,996 6,818
Total $ 194,527 195,717 179,464
Included in the above table are $185,303, $185,365 and $171,882 of
securities available for sale at December 31, 1997, 1996 and 1995,
respectively.
The following tables set forth the maturities of investment securities at
December 31, 1997 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)
U.S. Treasury and other
U.S. Government Agencies $ 13,095 6.67% $ 50,220
6.10%
Mortgage Backed Securities - - 3,660
6.69
State and political subdivisions 11,899 4.22 12,489
4.73
Other bonds and notes 5 5.50 80 7.32
Total $ 24,999 5.50% $ 66,450 5.88%
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 $ 30,656 6.73%$ -
- - %
Mortgage Backed Securities - - 51,943
7.46
State and political subdivisions 9,836 4.60 730
4.85
Other bonds and notes 64 8.25 - -
Total $ 40,556 6.22% $ 52,673 7.42%
Loan Portfolio
The following table shows the Corporation's loan distribution at the end of each
of the last five years:
December 31,
1997 1996 1995 1994 1993
(In Thousands of Dollars)
Commercial, financial and
agricultural $ 102,816 92,557 89,785 75,006 69,484
Real estate mortgages 79,753 78,400 71,870 67,912 71,345
Consumer loans 114,593 113,004 101,687 94,181 82,028
Total $ 297,162 283,961 263,342 237,099 222,857
The following table shows the maturity of loans (excluding real estate mortgages
and consumer loans) outstanding as of December 31, 1997. Also provided are the
amounts due after one year classified according to the sensitivity to changes in
interest rates:
After One
Within But WithinAfter
One YearFive YearsFive Years Total
Commercial, financial and
agricultural $ 32,629 24,137 46,050 102,816
Loans maturing after one year with:
Fixed interest rates 17,155 12,237
Variable interest rates 6,982 33,813
Total $ 24,137 46,050
Nonaccrual and Past Due Loans
The following table summarizes the Corporation's nonaccrual and past due loans:
December 31,
1997 1996 1995 1994 1993
(In Thousands of Dollars)
Nonaccrual loans (1) $ 930 1,494 1,119 1,201 1,605
Accruing loans past due
90 days or more $ 688 226 681 354 274
Information with respect to nonaccrual loans at December 31, 1997, 1996 and 1995
is as follows:
December 31,
1997 1996 1995
(In Thousands of Dollars)
Nonaccrual loans $ 930 1,494 1,119
Interest income that would have been
recorded under original terms 286 278 200
Interest income recorded during the period 48 58 52
<FN>
<FN1>
(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 g
uaranteed by a government agency which becomes 120 days delinquent, the loan is
placed in nonaccrual and 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, 1997, 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 quarterly.
Loan Concentrations
At December 31, 1997, 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, 1997, 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, 1997:
Year Ended
December 31,
1997 1996 1995 1994 1993
(In Thousands of Dollars)
Balance at beginning of period $3,975 3,900 3,600 3,500
3,400
Charge-offs:
Commercial, financial and
agricultural 77 195 82 282 550
Real estate mortgages 53 1 5 14 -
Consumer loans 640 538 286 422 346
Home equity - 20 - - -
770 754 373 718 896
Recoveries:
Commercial, financial and
agricultural 14 16 16 18 10
Consumer loans 76 71 93 76 79
90 87 109 94 89
Net charge-offs 680 667 264 624 807
Allowance of acquired
bank at time of acquisition - - - 100
- -
Additions charged to
operations (1) 850 742 564 624 907
Balance at end of period $4,145 3,975 3,900 3,600 3,500
Ratio of net charge-offs during
period to average loans
outstanding (2) .23% .24% .11% .28% .36%
<FN>
<FN1>
(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 1997 than in prior years. The net charge-offs to total loans
have averaged 0.24% over the last five years and the highest percentage in any
of those years was 0.36%.
<FN2>
(2) Daily balances were used to compute average outstanding loan balances.
</FN>
The allocated portions of the reserve reflect management's estimates of specific
known risk elements in the respective portfolios. Among the factors considered
in allocating portions of the reserve by loan type are the current levels of
past due, nonaccrual and impaired loans. The unallocated portion of the reserve
represents risk elements in the loan portfolio that have not been specifically
identified. Factors considered in determining the appropriate level of
unallocated reserves include historical loan loss history, current economic
conditions, and expectations for loan growth. The following table summarizes
the Corporation's allocation of the loan loss reserve for each year in the five-
year period ended December 31, 1997:
Amount (in thousands) and Percent of
Loans by Category to Total Loans
Balance at end of
Period Applicable to:1997 % 1996 % 1995 % 1994 % 1993 %
Domestic: $2,588100.0 2,445100.0 2,030100.0 2,857100.0 3,274100.0
Commercial, financial
and agricultural1,40234.5 1,472 32.3 1,042 33.0 2,108 31.0 2,620 30.2
Commercial mortgages1322.0 249 3.2 305 4.1 282 5.0 247 6.5
Residential mortgages 31 24.8 21 24.5 16 23.6 16 23.6 13
25.5
Consumer loans 1,023 38.7 703 40.0 667 39.3 451 40.4 394 37.8
Unallocated: 1,557 N/A 1,530 N/A 1,870 N/A 743 N/A 226 N/A
Total $4,145100.0 3,975100.0 3,900100.0 3,600100.0 3,500100.0
Deposits
The average daily amounts of deposits and rates paid on such deposits is
summarized for the periods indicated in the following table:
Year Ended
December 31,
1997 1996
1995
Amount Rate Amount Rate Amount Rate
(In Thousands of Dollars)
Noninterest-bearing
demand deposits$ 84,332 - % 79,901 - % 78,406 - %
Interest-bearing demand
deposits 44,991 1.50 44,261 1.63 43,312 1.69
Savings deposits 135,146 2.88 139,219 2.83 149,257 2.95
Time deposits 185,686 5.49 177,537 5.42 153,433 5.41
$ 450,155 440,918 424,408
Scheduled maturities of certificates of deposit with a remaining term greater
than one year at December 31, 1997 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
1998 $119,945
1999 29,606
2000 17,190
2001 3,528
2002 3,522
2003 and thereafter 10
$173,801
Maturities of certificates of deposit $100,000 or more outstanding at December
31, 1997 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
3 months or less $19,263
Over 3 through 12 months 8,972
Over 12 months 2,780
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,
1997 1996 1995
Return on average assets 1.26% 1.19% 1.13%
Return on average equity 11.67 11.37 11.20
Return on beginning equity 12.22 11.64 12.25
Dividend payout ratio 36.55 35.78 36.52
Average equity to average assets ratio 10.83 10.44
10.10
Year-end equity to year-end assets ratio 11.23 10.54 10.54
Short-Term Borrowings
For each of the three years in the period ended December 31, 1997, 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, 1997, 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 1997 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, 1998 was 808.
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, 1997
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, 1997 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, 1997 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 April 2, 1998, relating to the Annual
Meeting of Shareholders to be held on May 13, 1998, is incorporated herein by
reference to Exhibit F of Exhibit Listing 22.
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
April 2, 1998, relating to the Annual Meeting of Shareholders to be held on May
13, 1998, is incorporated herein by reference to Exhibit F of Exhibit Listing
22.
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 April 2, 1998, relating to the Annual
Meeting of Shareholders to be held on May 13, 1998, is incorporated herein by
reference to Exhibit F of Exhibit Listing 22.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions", presented in
the registrant's Proxy Statement, dated April 2, 1998, relating to the Annual
Meeting of Shareholders to be held on May 13, 1998, is incorporated herein by
reference to Exhibit F of Exhibit Listing 22.
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, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997 are
incorporated by reference in Item 8:
- Independent Auditors' Report
- Consolidated Balance Sheets - December 31, 1997 and 1996
- Consolidated Statements of Income - Years ended December 31, 1997,
1996 and 1995
- Consolidated Statements of Shareholders' Equity - Years ended
December 31, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows - Years ended
December 31, 1997, 1996 and 1995
- Notes to Consolidated Financial Statements - December 31, 1997 and
1996
(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 April 9, 1997,
are incorporated herein by reference to Exhibit A of
the Registrant's Form 10-Q for the period ended
June 30, 1997, File No. 0-13888.
Exhibit (13) -- Annual Report to Shareholders for the year ended
December 31, 1997.
-- 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 April 2, 1998,
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, 1997.
(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, 1997
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________
EXHIBIT
LISTING EXHIBIT
EXHIBIT 13 Annual Report To Shareholders For The Year Ended
December 31, 1997
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 April 2, 1998, 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 11, 1998
By /s/ Jan P. Updegraff
Jan P. Updegraff
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
/s/ Robert E. Agan Director March 11, 1998
Robert E. Agan
/s/ John W. Bennett Director & Chairman March 11, 1998
John W. Bennett of the Board
/s/ Donald L. Brooks, Jr Director March 11, 1998
Donald L. Brooks, Jr.
/s/ David J. Dalrymple Director March 11, 1998
David J. Dalrymple
Director
Robert H. Dalrymple
/s/ Richard H. Evans Director March 11, 1998
Richard H. Evans
/s/ Frederick Q. Falck Director March 11, 1998
Frederick Q.Falck
/s/ Edward B. Hoffman Director March 11, 1998
Edward B. Hoffman
/s/ Stephen M. Lounsberry III Director March 11, 1998
Stephen M. Lounsberry III
Signature Title Date
/s/ Thomas K. Meier Director March 11, 1998
Thomas K. Meier
Director
Ralph H. Meyer
Director
John F. Potter
/s/ Samuel J. Semel Director March 11, 1998
Samuel J. Semel
/s/ Charles M. Streeter, Jr. Director March 11, 1998
Charles M. Streeter, Jr.
/s/ Richard W. Swan Director March 11, 1998
Richard W. Swan
/s/ William A. Tryon Director March 11, 1998
William A. Tryon
Director
William C. Ughetta
/s/ Jan P. Updegraff Director, President & March 11, 1998
Jan P. Updegraff Chief Executive Officer
/s/ Nelson Mooers van den Blink Director March 11, 1998
Nelson Mooers van den Blink
Treasurer and Principal
John R. Battersby, Jr Accounting Officer
Attest
/s/ Robert J. Hodgson Secretary March 11, 1998
Rober J. Hodgson