SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Newspaper Advertisement:
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CORTLAND FRIENDS AND NEIGHBORS:
LET'S GET SOME SENSE
AND WORK IT OUT
FOR CORTLAND'S SAKE!
FIRST NATIONAL HAD A GOOD IDEA
MERGE TWO BANKS AND WORK IT OUT
CORTLAND SAVINGS HAD AN EVEN BETTER GOOD IDEA
MERGE THREE BANKS AND EVEN BETTER WORK IT OUT
FOR CORTLAND'S SAKE, SIT DOWN AND WORK IT OUT!
WHAT AN OPPORTUNITY:
GOOD IDEAS; $46 MILLION IN NEW CAPITAL; NEW PARTNERS; NEW JOBS; NEW FOUNDATION;
NEW BEGINNINGS.
WHAT A WASTE -- IF WE DON'T WORK IT OUT!
As shareholders of both banks and responsible community members you should think
of the possibilities and opportunities -- and act on them, for Cortland's sake.
Make them work it out!
We should, but won't get a chance to work it out unless YOU VOTE "NO" on
November 16th at the First National Special Meeting.
Think of the Possibilities, and Just Vote No!
Ultimately, it is the shareholders of First National who will decide. We urge
First National shareholders to carefully consider the facts and the possible
alternatives available to First National shareholders and the community at
large.
If you like the CNY Financial offer, or want their management and the Board to
negotiate with CNY, 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 607-756-8449 or 1-800- 934-2274 or Art
Loomis of Northeast Capital at 1-518-426-0100. They can assist you.
# # #
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.