Exhibit 99.2
Press Release
FOR IMMEDIATE RELEASE
For More Information Contact:
Wesley D. Stisser, Jr., President
Telephone: (607) 756-5643
CORTLAND SAVINGS BANK STOCK SALE APPROVED
Cortland, New York, _________, 1998 - Mr. Wesley D. Stisser, Jr.,
President and Chief Executive Officer of Cortland Savings Bank, Cortland, New
York, announced today that Cortland Savings Bank has received approval from the
Federal Deposit Insurance Corporation (FDIC) and the New York State Banking
Department to convert from a state chartered savings bank to a capital stock
savings bank. In connection with the Conversion, Cortland Savings Bank has
formed a holding company, CNY Financial Corporation, to hold all of the
outstanding capital stock of Cortland Savings Bank.
A Prospectus and Proxy Statement describing the Plan of Conversion will
be mailed to certain depositors of Cortland Savings Bank in late August, 1998.
Under the Plan of Conversion, CNY Financial Corporation is offering an estimated
7,043,750 shares of common stock at $10.00 per share. Certain of Cortland
Savings Bank's past and present depositors will have the opportunity to purchase
stock through a subscription offering that closes on September 16, 1998. Shares
that are not subscribed for during the subscription offering, if any, will be
offered to the general public, with preference given to natural persons who are
residents of Cortland County, New York, in a community offering. The offerings
are being managed by CIBC Oppenheimer of New York City and Trident Securities,
Inc., of Raleigh, North Carolina.
As a result of the Conversion, Cortland Savings Bank will be structured
in the stock form, just like all commercial banks and an increasing number of
savings institutions, and will become a subsidiary of CNY Financial Corporation
According to Mr. Stisser, "Our day to day operations will not change
as a result of the Conversion and deposits will continue to be insured by the
FDIC up to the applicable legal limits".
Cortland Savings Bank is headquartered in Cortland, New York. The Bank
was organized in 1866. At June 30, 1998, Cortland Savings Bank had total assets
of $237.6 million and total equity of $32.0 million.
Customers or interested members of the community with questions
concerning the stock offering should call the Stock Information Center at
(607)_______.
Brochure:
Cortland Savings Bank
Questions and Answers Regarding the Subscription Offering and the Community
Offering
MUTUAL TO STOCK CONVERSION
On March 23, 1998, the Board of Directors of Cortland Savings Bank
("Cortland Savings" or the "Company") adopted the Plan of Conversion, pursuant
to which Cortland Savings will convert from a mutual savings bank to a stock
savings bank (the "Conversion") and simultaneously become a wholly-owned
subsidiary of CNY Financial Corporation, a Delaware corporation organized by
Cortland Savings to own all of the outstanding common stock of Cortland Savings
("CNY" or the "Holding Company").
This brochure is provided to answer general questions you might have
about the Conversion. Following the Conversion, Cortland Savings will continue
to provide financial services to its depositors, borrowers and other customers
as it has in the past and will operate with its existing management and
employees. The Conversion will not affect the terms, balances, interest rates or
existing federal insurance coverage on Cortland Savings' deposits or the terms
or conditions of any loans to existing borrowers under their contract
arrangements with Cortland Savings.
For complete information regarding the Conversion, see the Prospectus
and the Proxy Statement. Copies of each of the Prospectus and the Proxy
Statement may be obtained by calling the Stock Information Center at (607)
________________.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY CNY FINANCIAL CORPORATION COMMON STOCK. OFFERS MAY BE MADE ONLY BY
THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO MAKING AN INVESTMENT
DECISION.
THE COMMON STOCK OF CNY FINANCIAL CORPORATION BEING OFFERED IN THE SUBSCRIPTION
OFFERING AND THE COMMUNITY OFFERING ARE NOT SAVINGS ACCOUNTS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE BANK INSURANCE FUND OR THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
1. Q. What is a "Conversion"?
A. Conversion is a change in the legal form of organization.
Cortland Savings
currently operates as a state-chartered mutual
savings bank with no shareholders. Through the Conversion,
Cortland Savings will form a holding company, CNY Financial
Corporation. CNY Financial Corporation will ultimately own all of
the outstanding stock of Cortland Savings. The holding company
will issue common stock in the Conversion, as described below, and
will be a publicly-owned company.
2. Q. Why is Cortland Savings converting?
A. As a state-chartered mutual savings bank, Cortland Savings
does not have stockholders and has no authority to issue stock.
By converting to the stock form of organization, Cortland Savings
will be structured in the form used by all commercial banks, most
business entities and a growing number of savings institutions.
The conversion will be important to the future growth and
performance of Cortland Savings by providing a larger capital
base to support lending and investment activities and it will
enhance Cortland Savings' ability to diversify into other
financial service-related activities. Currently, Cortland Savings
has no specific plans, agreements, arrangements or understandings
regarding such diversification.
3. Q. How will the community as a whole benefit from the conversion?
A. In conjunction with the conversion, the holding company will
contribute shares of its common stock to a charitable foundation.
The foundation will be dedicated to the promotion of charitable
purposes including community development, grants or donations to
support housing assistance and affordable housing programs,
not-for-profit community groups and other similar types of
organizations and projects. The foundation is intended to
complement the company's existing community reinvestment
activities and to share the Bank's financial success as a
locally-based, community-oriented financial services provider
with the community it serves.
4. Q. Will the conversion have any effect on savings accounts,
certificates of deposit or loans with Cortland Savings?
A. No. The conversion will not change the amount, interest rate
or withdrawal rights of any savings and checking accounts or
certificates of deposit. The rights and obligations of borrowers
under their loan agreements will not be affected.
5. Q. Did the Board of Directors of Cortland Savings approve the
conversion?
A. Yes. The Board of Directors adopted the Plan of Conversion on
March 23, 1998.
THE SUBSCRIPTION AND COMMUNITY OFFERING
Investment in the Common Stock involves certain risks. Before making an
investment decision, please carefully read the enclosed Prospectus.
6. Q. Who is entitled to purchase common stock issued by the holding
company?
A. The offering consists of (i) a Subscription Offering to certain
past and current depositors of Cortland Savings and (ii) a
Community offering to natural persons residing in Cortland
County, New York. Rights to subscribe for common stock will be
given in order of priority to (i) depositors of Cortland Savings
as of the Eligibility Record Date, which is December 31, 1996,
who had a $100.00 minimum deposit at that date ("Eligible Account
Holders"); (ii) Cortland Savings' employee stock ownership plan
(the "ESOP"), a tax qualified employee stock benefit plan; (iii)
depositors of Cortland Savings, who are not Eligible Account
Holders, who had $100.00 or more on deposit as of June 30, 1998.
It is the responsibility of each subscriber qualifying as an
Eligible Account Holder or Supplemental Eligible Account Holder
to list completely all account numbers for qualifying accounts as
of the qualifying date on the stock order form. Failure to do so
may result in a reduction or elimination of a subscriber's order.
Shares that are not subscribed for during the Subscription
Offering, if any, may be offered to the general public through a
community offering with preference given to natural persons who
are residents of Cortland County, New York (the "Local
Community"). It is anticipated that any shares not subscribed for
in the Subscription and Community Offerings will be offered to
certain members of the general public.
7. Q. What is the price per share?
A. The shares of CNY Financial Corporation are being offered at a
purchase price of $10.00 per share. All subscribers will pay
the same price.
8. Q. How do you subscribe for shares of stock?
A. Eligible customers wishing to exercise their subscription rights
must return a Stock Order Form to Cortland Savings prior to
_____, 1998 at 12:00 noon, New York time ("the Expiration Date").
The original Stock Order Form must be completed and returned
along with full payment or appropriate instructions authorizing a
withdrawal from a deposit account at Cortland Savings on or prior
to the Expiration Date.
9. Q. How do you pay for stock during the offering?
A. First, you may pay for stock with cash (if delivered in person
to Cortland Savings) or by check or money order. Subscription
funds will earn interest at Cortland Savings' passbook rate from
the date of receipt until the completion or termination of the
conversion.
Second, you may authorize Cortland Savings to withdraw funds from
a Cortland Savings savings account or certificate of deposit
without early withdrawal penalty. These funds will continue to
earn interest at the rate in effect for the account until
completion of the Conversion at which time funds will be
withdrawn for the stock purchase. Funds remaining in this account
(if any) will continue to earn at the contractual rate unless the
withdrawal reduces the account balance below the applicable
minimum in which case the depositor will receive interest at the
passbook rate. A hold will be placed on the depositor's account
for the amount specified for stock payment. Subscribers will not
have access to these funds from the day Cortland Savings receives
the stock order until the completion or termination of the
conversion.
Subscribers who wish to utilize Individual Retirement Account
deposits held at Cortland Savings to subscribe for stock are
encouraged to call the Cortland Savings Stock Information Center
for assistance. There will be no early withdrawal penalty or IRS
consequences if done properly, but additional paperwork will be
necessary. Therefore, if you wish to use your Cortland IRA, you
must call the Stock Center prior to ____, 1998.
10. Q. When must an order be placed for shares of stock?
A. To exercise subscription rights in the subscription offering, a
stock order form must be actually received by Cortland Savings
with full payment for all shares subscribed for not later than
12:00 noon, New York time ________, 1998.
11. Q. How many shares of stock will be offered?
A. CNY Financial Corporation will be offering between 5,206,250 and
7,043,750 shares of its common stock at a fixed price of $10.00
per share as will be determined by an independent appraisal firm.
The number of shares may be decreased or increased within a
specified range in response to the independent appraiser's final
determination of the consolidated pro forma market value of CNY
Financial after the Conversion. The amount of stock sold may be
increased to 8,100,312 under certain circumstances.
12. Q. What is the minimum and maximum number of shares which may be
subscribed for during the offering period?
A. The minimum number of shares that may be purchased will be 25
shares ($250). The maximum number of shares which may be
subscribed for by an eligible account holder, together with
others on the same account, associates and persons acting
together will be 15,000 shares ($150,000).
13. Q. Will a commission be charged on the stock subscribed for during
this offering?
A. No. Subscribers will not pay a commission on stock purchased in
the Subscription Offering.
14. Q. Will subscribers receive interest on funds submitted for stock
subscriptions?
A. Yes. Cortland Savings will pay its current passbook rate
from the date funds are received until completion of the
conversion.
15. Q. Are the Subscription Rights transferable to another party?
A. No. Pursuant to federal and state regulations, subscription
rights granted to Eligible Account Holders and Supplemental
Eligible Account Holders may be exercised only by the person(s)
to whom they are granted. Any person found to be transferring or
selling subscription rights will be subject to forfeiture of such
rights and other penalties.
16. Q. If a depositor closed an account several months ago could they
still be eligible to subscribe for stock?
A. If they were an account holder on the December 31, 1996, or June
30, 1998, they may be eligible to subscribe for stock regardless
of whether or not they continue to hold a Cortland Savings
account.
17. Q. May a loan from Cortland Savings be obtained to pay for shares?
A. No. Federal and state regulations do not allow Cortland
Savings to make loans for this purpose, but other financial
institutions may make a loan for this purpose.
18. Q. Will the FDIC (Federal Deposit Insurance Corporation) insure the
shares of stock?
A. No. The shares will not be insured by the FDIC. However, the
FDIC will continue to insure savings accounts and certificates of
deposit up to the applicable limits allowed by law.
19. Q. Will there be a market for the stock following the conversion?
A. The holding company has never issued stock before, and therefore
there is no
established market for its common stock. The holding company has
received approval to have the common stock listed on the Nasdaq
National Market under the symbol "CNYF." CIBC Oppenheimer Corp.
and Trident Securities, Inc. intend to make a market in the
common stock.
20. Q. Can stock be purchased using funds in a Cortland Savings IRA
account?
A. Yes. Contact the Stock Information Center for additional
information. It takes several days to process the necessary IRA
forms and, therefore, it is necessary that you make arrangements
for this well in advance of the Expiration Date.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
Cortland Savings Bank's depositors are being asked to approve the Plan
of Conversion, which was adopted by the Board of Directors of the Bank and
approved by state and federal regulators.
Voting on the Plan does not affect deposit or loan accounts at the Bank
and does not obligate depositors to purchase stock.
21. Q. Who is eligible to vote at the Special Meeting of Depositors to
be held to consider the Plan of Conversion?
A. At the Special Meeting of Depositors, which will be held on
September __, 1998, certain depositors will be eligible to vote
if they qualify as one of the "Voting Depositors" on the Voting
Record Date established by the Board of Directors. Voting
Depositors may vote by signing the enclosed proxy card.
22. Q. How many votes does a Voting Depositor receive?
A. Each account holder is entitled to one vote for each $100,
rounded to the nearest $100, on deposit in such account, subject
to an overall maximum of 1,000 votes per account.
23. Q. Why have I received more than one proxy card?
A. If you have more than one deposit account at Cortland Savings,
you could receive more than one informational packet and each
packet should contain a separate proxy card, depending on the
ownership structure of your accounts. PLEASE VOTE, SIGN AND
PROMPTLY RETURN ALL PROXY CARDS.
24. Q. If a depositor votes "against" the Plan of Conversion and it
is approved, will such depositor be prohibited from buying stock
during the Subscription Offering?
A. No. Voting against the Plan of Conversion in no way restricts a
depositor from buying stock.
25. Q. What happens if Cortland Savings does not obtain enough votes to
approve the Plan of Conversion?
A. Cortland Savings' Conversion would not take place and Cortland
Savings would remain a mutual institution.
26. Q. Are Voting Depositors required to vote?
A. No. However, failure to return a proxy card will have the same
effect as a vote "Against" the Plan of Conversion.
27. Q. What is a Proxy Card?
A. A Proxy Card gives a depositor the ability to vote without
attending the Special Meeting in person. However, a depositor may
attend the meeting and vote in person, even if they have
previously returned a proxy card.
28. Q. How can someone obtain further information concerning the stock
offering?
A. All interested investors are invited to call the Stock
Information Center at (607)___________ for further information.
The Stock Information Center will be set up so that it can assist
customers in their purchase of stock and answer their questions
concerning the offering.
These Questions and Answers are neither an offer to sell nor a solicitation of
an offer to buy common stock. The offer is made only by the Prospectus. A
Prospectus can be obtained at any Cortland Savings office or by calling the
Stock Information Center. There shall be no solicitation of an offer or sale of
stock in any jurisdiction in which any offer, solicitation of an offer or sale
of stock would be unlawful.
The common stock is not a deposit or account and is not federally
insured or guaranteed.
OFFICER AND DIRECTOR STOCK PURCHASE COMMITMENTS
The following table sets forth certain information as to the intended purchases
of Common Stock by each director and executive officer of the Bank and their
associates and by all directors and executive officers as a group. This table
excludes shares to be purchased by the ESOP which may be allocated to executive
officers and excludes options or shares which may be granted pursuant to the
Stock Option Plan or the PRRP which are expected to be adopted after the
Conversion. For purposes of the following table, it has been assumed that
6,125,000 shares (the midpoint of the Valuation Range) of Common Stock will be
sold at $10.00 per share and that sufficient shares will be available to satisfy
subscriptions in all categories. The percentages assume a contribution of
122,500 shares of Common Stock to the foundation.
Aggregate Percent of
Name Position Total Shares Purchase Price Total Offering (1)
- ---- -------- ------------ -------------- ------------------
Wesley D. Stisser, Jr. President, Chief Executive
Officer & Director 15,000 $150,000 .24%
Joseph H. Compagni Director 15,000 150,000 .24%
Roland Fragnoli Director 15,000 150,000 .24%
Edward E. Hatter, Jr. Director 15,000 150,000 .24%
Patrick J. Hayes, M.D. Director 15,000 150,000 .24%
Robert S. Kashdin, CPA Director 15,000 150,000 .24%
Harvey Kaufman Director 15,000 150,000 .24%
Donald P. Reed Director 15,000 150,000 .24%
Judith F. Riehlman Director 1,000 10,000 .02%
Terrance D. Stalder Director 10,000 100,000 .16%
F. Michael Stapleton Executive Vice President &
Chief Operating Officer 15,000 150,000 .24%
Steven A. Covert Executive Vice President &
Chief Financial Officer 5,000 50,000 .08%
Kerry D. Meeker Senior Vice President &
Senior Loan Officer 8,000 80,000 .13%
All Directors and Executive
Officers as a Group
159,000 $1,590,000 2.55%
------- ---------- ----
(1) At the midpoint of the offering and assumes enough shares will be
available to satisfy all subscriptions.
This brochure is neither an offer to sell nor a solicitation of an offer to
buy common stock. The offer is made only by the Prospectus. There shall be no
solicitation of an offer or sale of stock in any jurisdiction in which
any offer, solicitation of an offer or sale of stock would be
unlawful.
The shares are not a deposit or account and are not federally insured or
guaranteed.
POSTER
Cortland Savings Bank
STOCK OFFERING MATERIALS
AVAILABLE HERE
Customer Priority Rights for the Stock Offering
by CNY Financial Corporation
Expire on ________, 1998
This announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the Prospectus . These shares
have not been approved or disapproved by the Securities and Exchange Commission,
the New York State Banking Department, the Federal Deposit Insurance Corporation
or any other federal or state agency or any state securities commission, nor has
such Commission, Department, Corporation or agency passed upon the accuracy
or adequacy of the Prospectus. Any representation to the contrary is a
criminal offense.
New Issue ________, 1998
Up to 7,043,750 Shares
These shares are being offered pursuant
to a Plan of Conversion whereby
Cortland Savings Bank
will convert from a state mutual savings bank
to a capital stock savings bank
and become the wholly-owned subsidiary of
CNY Financial Corporation
Common Stock
--------------
Price $10.00 per share
---------------
Copies of the Prospectus may be obtained in any state in which this announcement
is circulated from such of the undersigned or other brokers and dealers
as may legally offer these securities in such state.
CIBC Oppenheimer
Trident Securities, Inc.
For a copy of the Prospectus call (607) ________.
PROSPECT INVITATION
The Directors and Officers
of
Cortland Savings Bank
cordially invite you to attend a brief
presentation regarding the stock offering of
CNY Financial Corporation, our proposed holding company.
Please join us at:
Place
Address
Date
at ____ p.m.
Hors d'oeuvres will be served.
Space is Limited so Please call (607) ________ if You Plan to Attend.
Cortland Savings Bank Letterhead
August __, 1998
Dear Individual Retirement Account Participant:
As you know, Cortland Savings Bank ("Cortland Savings") is in the
process of converting from a state chartered mutual savings bank to a capital
stock savings bank and has formed CNY Financial Corporation ("CNY") to hold all
of the stock of Cortland Savings (the "Conversion"). Through the Conversion,
certain current and former depositors of Cortland Savings have the opportunity
to purchase shares of common stock of CNY in a Subscription Offering. CNY
currently is offering up to 7,043,750 common stock, subject to adjustment, at a
price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at Cortland
Savings, you may use your IRA funds to subscribe for stock. If you desire to
purchase common stock of CNY through your IRA, please contact your broker or
Cortland Savings can assist you in self-directing those funds. This process can
be done without an early withdrawal penalty and generally without a negative tax
consequence to your IRA.
If you are interested in receiving more information on self-directing
your IRA, please contact the stock center at (607) _________. Because it takes
several days to process the necessary IRA forms, Cortland Savings must receive a
response by _________, 1998 to accommodate your interest.
Sincerely,
Wesley D. Stisser, Jr.
President and CEO
The shares offered in the Conversion are not savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation or any other
government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
(Oppenheimer/Trident Letterhead)
___________, 1998
To Members and Friends of Cortland Savings Bank:
CIBC Oppenheimer Corp. and Trident Securities, Inc., members of the
National Association of Securities Dealers, Inc., are assisting Cortland Savings
Bank of Cortland, New York ("Cortland Savings") in its Conversion from a mutual
savings bank to a capital stock savings bank and the concurrent offering of
common stock by CNY Financial Corporation (the "Company"), a New York
corporation recently formed for the purpose of acquiring all of the stock of
Cortland Savings.
At the request of Cortland Savings, we are enclosing materials
explaining the Conversion process and your right to subscribe for common stock
of the Company. Please read the enclosed offering materials carefully before
subscribing for stock.
If you have any questions, please call the Stock Information Center at
(607) ________.
Sincerely,
CIBC OPPENHEIMER, CORP.
TRIDENT SECURITIES, INC.
Enclosures
The shares offered in the Conversion are not savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation or any other
government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
(Cortland Savings Bank Letterhead)
___________, 1998
Dear Valued Customer:
Cortland Savings Bank ("Cortland Savings") is pleased to announce that
we have received regulatory approval to proceed with our plan to convert from a
mutual savings bank to a capital stock savings bank (the "Conversion"),
conditioned upon receipt of approval by Cortland Savings' depositors, among
other things. This Conversion is a significant event in the history of Cortland
Savings in that it allows customers, directors and employees an opportunity to
subscribe for common stock of CNY Financial Corporation ("CNY"), the proposed
holding company for Cortland Savings.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Cortland Savings, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Cortland Savings. Let us also
assure you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of Cortland Savings.
A special meeting of the depositors of Cortland Savings will be held on
___________, 1998 at _______, New York Time, at Cortland Savings' main office to
consider and vote upon Cortland Savings Bank's Plan of Conversion. Enclosed is a
proxy card. The Board of Directors of Cortland Savings solicits your vote "FOR"
the Plan of Conversion. A vote in favor of the Plan of Conversion does not
obligate you to purchase common stock of CNY. If you do not plan to attend the
special meeting, please sign and return your proxy card promptly. Your vote is
important to us.
As one of our valued customers, you have the opportunity to invest in
the future of Cortland Savings by purchasing common stock of CNY during the
Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares,
you must return a properly completed stock order form together with full payment
for the subscribed shares so that it is received by Cortland Savings not later
than 12:00 Noon, New York Time on _________, 1998.
We also have enclosed a Prospectus and Proxy Statement which fully
describe the Conversion and provide financial and other information about CNY
and Cortland Savings. Please review these materials carefully before you vote or
invest. For your convenience, we have established a Stock Information Center. If
you have any questions, please call the Stock Information Center at (607)
________.
We look forward to continuing to provide quality financial services to
you in the future.
Sincerely,
Wesley D. Stisser, Jr.
President and CEO
The shares offered in the Conversion are not savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation or any other
government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
(Cortland Savings Bank Letterhead)
____________, 1998
Dear Interested Investor:
Cortland Savings Bank of Cortland, New York is pleased to announce that
we have received regulatory approval to proceed with our plan to convert from a
mutual savings bank to a permanent capital stock savings bank (the
"Conversion"), conditioned upon receipt of approval by Cortland Savings'
members, among other things. This Conversion is a significant event in the
history of Cortland Savings in that it allows customers, community members,
directors and employees an opportunity to purchase common stock of CNY Financial
Corporation, the proposed holding company for Cortland Savings.
We want to assure you that the Conversion will not result in any
changes in the management, personnel or the Board of Directors of Cortland
Savings.
Enclosed is a Prospectus which fully describes Cortland Savings, its
management, board and financial condition. Please review it carefully before you
make an investment decision. If you decide to invest, please return to Cortland
Savings a properly completed stock order form together with full payment for
shares at your earliest convenience. For your convenience we have established a
Stock Information Center. If you have any questions, please call the Stock
Information Center at (607) ________.
Sincerely,
Wesley D. Stisser, Jr.
President and CEO
Enclosures
The shares offered in the Conversion are not savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation or any other
government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
(Cortland Savings Bank Letterhead)
____________, 1998
Dear Friend:
Cortland Savings Bank ("Cortland Savings") is pleased to announce that
we have received regulatory approval to proceed with our plan to convert from a
mutual savings bank to a capital stock savings bank (the "Conversion"),
conditioned upon receipt of approval by Cortland Savings' depositors, among
other things. The Conversion is a significant event in the history of Cortland
Savings in that it allows customers, directors and employees an opportunity to
subscribe for common stock of CNY Financial Corporation, the proposed holding
company for Cortland Savings.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Cortland Savings, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Cortland Savings. Let us also
assure you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of Cortland Savings.
Our records indicate that you were a depositor of Cortland Savings on
December 31, 1996. Therefore, under applicable law, you are entitled to
subscribe for common stock of CNY Financial Corporation in the Subscription
Offering. Orders submitted by you and others in the Subscription Offering are
contingent upon the current depositors' approval of the Plan of Conversion at a
special meeting of members to be held on __________, 1998, and upon receipt of
all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares,
you must return a properly completed stock order form together with full payment
for the subscribed shares so that it is received at Cortland Savings not later
than 12:00 Noon, New York Time on __________, 1998.
Enclosed is a Prospectus which fully describes Cortland Savings, its
management, board and financial condition. Please review it carefully before you
invest. For your convenience, we have established a Stock Information Center. If
you have any questions, please call the Stock Information Center at (607)
________.
Sincerely,
Wesley D. Stisser, Jr.
President and CEO
Enclosures
The shares offered in the Conversion are not savings accounts or deposits and
will not be insured by the Federal Deposit Insurance Corporation or any other
government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
(Cortland Savings Bank Letterhead)
___________, 1998
Dear Member:
As a qualified member of Cortland Savings Bank ("Cortland Savings"),
you have the right to vote upon Cortland Savings' proposed Plan of Conversion
and also generally have the right to subscribe for common stock of CNY Financial
Corporation, the proposed holding company for Cortland Savings. However, the
proposed Plan of Conversion provides that CNY Financial Corporation will not
offer shares in any state in which compliance with the securities laws would be
impracticable for reasons of cost or otherwise. Unfortunately, the securities
laws of your state would require CNY Financial Corporation to register its
common stock and /or its employees in order to sell the common stock to you.
Such registration would be prohibitively expensive or otherwise impracticable in
light of the few members residing in your state.
You may vote on the proposed Plan of Conversion and we urge you to read
the enclosed Summary Proxy Statement and execute the enclosed Revocable Proxy.
Questions regarding the execution of the Revocable Proxy should be directed to
Cortland Savings' Stock Information Center at (607) ________.
Sincerely,
Wesley D. Stisser, Jr.
President and CEO
Enclosures
The common stock offered in the Conversion are not savings accounts or deposits
and will not be insured by the Federal Deposit Insurance Corporation or any
other government agency.
This is not an offer to sell or a solicitation of an offer to buy the common
stock. The offer is made only by the Prospectus. There shall be no offer or
sale of common stock in any state in which any offer, solicitation of
an offer or sale of stock would be unlawful.
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P R O X Y G R A M
(LOGO)
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YOUR VOTE ON OUR PLAN OF CONVERSION HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN OF CONVERSION.
VOTING FOR THE PLAN OF CONVERSION WILL NOT AFFECT THE DEPOSIT INSURANCE COVERAGE
OF YOUR ACCOUNTS. ALL ACCOUNTS WILL CONTINUE TO BE INSURED UP TO THE LEGAL LIMIT
BY THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, AN
AGENCY OF THE U.S. GOVERNMENT.
REMEMBER, VOTING FOR THE PLAN OF CONVERSION DOES NOT OBLIGATE YOU TO BUY ANY
SHARES.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL OR
DELIVER IT TO AN OFFICE OF CORTLAND SAVINGS BANK.
WE RECOMMEND THAT YOU VOTE "FOR" THE PLAN OF CONVERSION.
THANK YOU!
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THE BOARD OF DIRECTORS
OF CORTLAND SAVINGS BANK
CNY FINANCIAL CORPORATION
STOCK ORDER FORM
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Cortland Savings Bank EXPIRATION DATE
1 North Main Street for Stock Order Forms:
Cortland, NY 13045 12:00 Noon, Eastern Daylight Time
(607) 756- September 16, 1998
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IMPORTANT -- PLEASE NOTE: A properly completed original stock order form must be used to subscribe for common shares. Faxes or
copies of this form will not be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you
complete this Form.
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(1) NUMBER OF SHARES SUBSCRIPTION PRICE (2) TOTAL PAYMENT DUE (3) EMPLOYEE/OFFICER/DIRECTOR INFORMATION
X $10.00 = / / Check here if you are a director,
officer or employee of Cortland Savings or a
member of such person's immediate
family.
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(4) METHOD OF PAYMENT/CHECK
Enclosed is a check, bank draft or money
order made payable to CNY Financial Corp.
in the amount of:
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(5) METHOD OF PAYMENT/WITHDRAWAL
The undersigned authorizes withdrawal from
the following account(s) at Cortland
Savings. There is no penalty for early
withdrawal for purposes of this payment.
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ACCOUNT NUMBER(S) WITHDRAWAL AMOUNT(S)
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TOTAL WITHDRAWAL AMOUNT
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IN ORDER TO SUBSCRIBE FOR SHARES THROUGH AN INDIVIDUAL
RETIREMENT ACCOUNT ("IRA") AT CORTLAND SAVINGS, YOU
MUST CONTACT THE CONVERSION INFORMATION CENTER AT
BEFORE .
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(6) PURCHASER INFORMATION
A. / / Eligible Account Holder -- Check here if you were a depositor of a least
$100.00 at Cortland Savings on December 31, 1996. Enter Information below for
all deposit accounts that you had at Cortland Savings on December 31, 1996.
B. / / Supplemental Eligible Account Holder -- Check here if you were a depositor of
at least $100.00 at Cortland Savings on June 30, 1998 but are not an Eligible
Account Holder. Enter information below for all deposit accounts that you had
at Cortland Savings on June 30, 1998
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ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER(S)
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.
- - THESE ACCOUNT NUMBERS CORRESPOND TO THE PREPRINTED
REGISTRATION IN THE TOP LEFT HAND CORNER OF THIS
FORM.
- - THESE MAY NOT BE ALL OF YOUR QUALIFYING ACCOUNTS.
- - YOU MUST LIST ANY ACCOUNT NUMBERS FROM OTHER STOCK
ORDER FORMS YOU HAVE RECEIVED IN THE MAIL AND ANY
OTHER ACCOUNTS THAT YOU HAVE OR HAVE HAD AT
CORTLAND SAVINGS.
- - IF YOU DO NOT LIST ALL OF YOUR ACCOUNTS, YOU MAY
NOT RECEIVE ALL OF THE SHARES THAT YOU ARE
ELIGIBLE FOR.
(7) STOCK REGISTRATION/FORM OF STOCK OWNERSHIP
/ / Individual / / Joint Tenants / / Tenants in Common / / Fiduciary (Under Agreement Dated
------------------------, 19 )
/ / Individual Retirement / / Corporation or / / Uniform Transfer to / / Other
Account (IRA) Partnership Minors Act ----------------------------------------
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(8) NAME(S) IN WHICH SHARES ARE TO BE REGISTERED (PLEASE PRINT CLEARLY) Social Security # or Tax ID
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Name(s) continued Telephone (Daytime)
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Street Address City State Zip Code
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(9) NASD AFFILIATION (10) ASSOCIATE--ACTING IN CONCERT
/ / Check here if you are a member of the National / / Check here, and complete the
Association of Securities Dealers, Inc. ("NASD"), a reverse side of this Form, if you or
person associated with an NASD member, a member of the any associate (as defined on the
immediate family of any such person to whose support reverse side of this Form) or
such person contributes, directly or indirectly, or persons acting in concert with you
the holder of an account in which an NASD member or have submitted other orders for
person associated with an NASD member has a beneficial shares in the Subscription
interest. To comply with conditions under which an Offering and/or the Community
exemption from the NASD's Interpretation With Respect Offering.
to Free-Riding and Withholding is available, you
agree, if you have checked the NASD Affiliation box,
(i) not to sell, transfer or hypothecate the stock for
a period of 90 days following issuance, and (ii) to
report this subscription in writing to the applicable
NASD member within one day of payment therefor.
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(11) ACKNOWLEDGMENT
To be effective, this fully completed Stock Order Form must be actually
received by Cortland Savings, no later than 12:00 Noon, Eastern Daylight
Time, on September 16, 1998, unless extended; otherwise this Stock Order
Form and all subscription rights will be void. Completed Stock Order Forms,
together with the required payment or withdrawal authorization, may be
delivered to Cortland Savings or may be mailed to the Post Office Box
indicated on the enclosed business reply envelope. All rights exercisable
hereunder are not transferable and shares purchased upon exercise of such
rights must be purchased for the account of the person exercising such
rights.
It is understood that this Stock Order Form will be accepted in accordance
with, and subject to, the terms and conditions of the Amended Plan of
Conversion ("Plan") of Home Savings described in the accompanying
Prospectus. If the Plan is not approved by the members of Cortland Savings
at a Special Meeting to be held on September 23, 1998, or any adjournment
thereof, all orders will be cancelled and funds received as payment, with
accrued interest, will be returned promptly.
The undersigned agrees that after receipt by Cortland Savings, this Stock
Order Form may not be modified, withdrawn or cancelled (unless the offering
is not completed within 45 days after the completion of the Subscription
Offering) without Cortland Savings' consent, and if authorization to
withdraw from deposit accounts at Cortland Savings has been given as payment
for shares, the amount authorized for withdrawal shall not otherwise be
available for withdrawal by the undersigned.
Under penalty of perjury, I certify that the Social Security or Tax ID
Number and the other information provided under the Item 8 of this Stock
Order Form are true, correct and complete, that I am not subject to back-up
withholding, that I am purchasing for my own account and that there is no
agreement or understanding regarding the transfer of my subscription rights
or the sale or transfer to these shares.
ALL RIGHTS EXERCISABLE HEREUNDER ARE NOT TRANSFERABLE AND SHARES PURCHASED
UPON EXERCISE OF SUCH RIGHTS MUST BE PURCHASED FOR THE ACCOUNT OF THE PERSON
EXERCISING SUCH RIGHTS. CORTLAND SAVINGS BANK AND CNY FINANCIAL CORPORATION
MAY PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE EVENT THEY BECOME
AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS. THE UNDERSIGNED CERTIFIES THAT
THIS STOCK ORDER IS FOR MY ACCOUNT ONLY AND THERE IS NO AGREEMENT OR
UNDERSTANDING REGARDING THE TRANSFER OF MY SUBSCRIPTION RIGHTS OR ANY
FURTHER SALES OR TRANSFER OF THESE SHARES. IF THERE IS ANY SUCH AGREEMENT OR
UNDERSTANDING, THIS SUBSCRIPTION MAY BE CANCELED BY CORTLAND SAVINGS BANK. I
ACKNOWLEDGE THAT THE COMMON SHARES OFFERED ARE NOT A SAVINGS OR DEPOSIT
ACCOUNT AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND, THE
BANK INSURANCE FUND, THE FEDERAL DEPOSIT INSURANCE FUND, OR ANY OTHER
GOVERNMENT AGENCY, MAY LOSE VALUE AND ARE NOT GUARANTEED BY CNY FINANCIAL
CORPORATION.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED TWICE: BELOW AND ON THE FORM
OF CERTIFICATION ON THE REVERSE HEREOF.
SIGNATURE DATE SIGNATURE DATE
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SIGNED FORM OF CERTIFICATION MUST ACCOMPANY ALL STOCK ORDER FORMS (SEE REVERSE SIDE)
OFFICE USE -------------
Date Received
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Batch # Order #
ITEM (6)a, b, c -- (CONTINUED)
ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER(S)
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ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER(S)
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ITEM 10 -- (CONTINUED)
List below all other orders submitted by you "Associate" is defined as: (i) any corporation or organization (other
or your Associates (as defined) or by persons than Savings, or a majority-owned subsidiary of Cortland Savings, or
acting in concert with you. CNY Financial Corporation.) of which such person is an officer or
partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of
equity securities,
NUMBER OF (ii) any trust or other estate in which such person has a substantial
NAME(S) LISTED ON OTHER SHARES beneficial
STOCK ORDER FORMS ORDERED
interest or as to which such person serves as a trustee or in a
similar fiduciary
capacity; except for any tax-qualified employee stock benefit plan or
any
charitable trust which is exempt from federal taxation pursuant to
Section 501(c)(3) of the Code; and (iii) any relative or spouse of
such person, or any relative of such spouse, who either has the same
home as such person or who is a director or officer of Cortland
Savings, or any subsidiaries thereof.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW AND ON THE FRONT OF THIS FORM.
FORM OF CERTIFICATION
I/WE ACKNOWLEDGE THAT THE COMMON SHARES OF CNY FINANCIAL CORPORATION. ARE NOT DEPOSIT OR SAVINGS ACCOUNTS AND ARE
NOT FEDERALLY INSURED, AND ARE NOT GUARANTEED BY CORTLAND SAVINGS OR BY THE FEDERAL GOVERNMENT.
I/We further certify that, before purchasing the common shares, no par value per share, of the proposed holding
company for Cortland Savings, I/we received a Prospectus dated , 1998 (the "Prospectus"), which
contains disclosure concerning the nature of the common shares being offered and describes the following risks
involved in the investment under the heading "RISK FACTORS" beginning on page 18 of the Prospectus.
1. Interest Rate Risk........................................................................... (page )
2. Geographic Concentration of Loans............................................................ (page )
3. Lending Risks................................................................................ (page )
4. Competition.................................................................................. (page )
5. Reduction in Return on Equity: Investment of Proceeds........................................ (page )
6. Increased Compensation and Other Expenses After the Conversion............................... (page )
7. Establishment of Charitable Foundation....................................................... (page )
8. Anti-Takeover Provisions..................................................................... (page )
9. Absence of Market for Common Stock........................................................... (page )
10. Possible Increase in the Valuation Range and Number of Shares to be Issued................... (page )
11. Possible Dilution from Stock Options and the Personnel Recognition and Retention Program..... (page )
12. Possible Adverse Income Tax Consequences of the Distribution of Subscription Rights.......... (page )
13. Regulation of Financial Institutions.........................................................
14. Defalcation by Former Senior Loan Officer....................................................
15. Year 2000 Compliance.........................................................................
Signature Date Signature Date
Name (Please Print) Name (Please Print)