SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CORTLAND FIRST FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
CNY FINANCIAL CORPORATION
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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ADVERTISEMENT:
CORTLAND FRIENDS AND NEIGHBORS
Cortland Savings Bank --
Converted to stock ownership in October
Donated over $1.0 million to our community -- as the Cortland Savings
Foundation Brought $46 million of new capital to our community Wants to
make the new capital work for our friends and neighbors
First National Bank of Cortland --
Wants to use your savings dollars in Syracuse
Already transferred jobs to Oneida
Cortland Savings Bank --
Wants to use its capital to create local jobs
Wants to use its capital to keep bank business here
But Cortland Savings Bank can't help Cortland unless you help
VOTE "NO"
At the First National Bank of Cortland Annual Meeting
On November 16, 1998
TO HAVE A REAL SAY IN THE FUTURE OF CORTLAND
YOU MUST VOTE "NO" ON THE PROXY!
Ultimately, it is the shareholders of First National who will decide. And many
of them are also our shareholders. So, we urge First National shareholders to
carefully consider the facts and the possible alternatives available to First
National shareholders and our community.
If you like the Cortland Savings Bank offer or want and the Board to negotiate
with CNY Financial, our holding company, you MUST VOTE "NO" on the proxy you
received from First National. If you have already sent in your proxy, it is not
too late to change your mind. Call First National and obtain a new proxy card
and VOTE "NO" or call Steve Covert of CNY Financial at 756-8449 or Art Loomis of
Northeast Capital at 518-426-0100. They can send you additional copies of the
proxy and help you properly complete the proxy.
# # #
A joint proxy statement/prospectus relating to the proposed
merger between Cortland First Financial Corporation ("CFF") and Oneida Valley
Bancshares, Inc. ("OVB") was filed by CFF with the Securities and Exchange
Commission ("Commission"), was sent by CFF to stockholders of CFF and was sent
by OVB to stockholders of OVB on or about September 28, 1998.
A form of proxy statement opposing the proposed merger of CFF and OVB was filed
by CNY Financial Corporation ("CNY Financial") with the Commission on November
10, 1998 and will be sent to stockholders of CFF promptly after receiving
clearance from the Commission and obtaining CFF's stockholders list and related
information. The participants in the solicitation of proxies by CNY Financial
opposing the merger of CFF and OVB include directors, executive officers and
certain employees of CNY Financial. In addition, Mr. Arthur Loomis of Northeast
Capital & Advisory, Inc., CNY Financial's financial advisor with respect to this
solicitation, may solicit proxies by mail, telephone, telegraph and personal
interview, for which no additional compensation will be paid in excess of
customary fees provided under the engagement as financial advisor. Also, CNY
Financial has retained Regan and Associates to solicit proxies on its behalf.
Information regarding current directors and executive officers of CNY Financial
is contained in the prospectus, dated August 12, 1998, in connection with the
offering of common stock of CNY Financial and the conversion of Cortland Savings
Bank from mutual to stock form. Certain of the participants may own small
amounts of CFF common stock.