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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 jursidiction of (I.R.S. Employer Identification
incorporation or organization Number)
One Chemung Canal Plaza, P.O. Box 1522 14902
Elmira, New York
(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 $0.01 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 non-affiliates on
February 29, 2000 was $45,773,116
As of February 29, 2000 there were 4,043,882 shares of Common Stock, $0.01
par value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December
31, 1999 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 11, 2000 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 the Corporation's Annual
Report to Shareholders for the year ended December 31, 1999, 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, 1999.
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
1999, 1998, and 1997.
Employees
As of December 31, 1999, the Bank employed 303 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
Year Ended December 31,
1999 1998 1997
Assets Average Yield/ Average Yield Average Yield/
Balance Interes Rate Balance Interes / Balance Intere Rate
t t Rate st
Interest earning assets:
Loans $346,550 29,446 8.50% 311,679 27,865 8.94% 291,259 26,680 9.16%
Taxable securities 204,635 12,718 6.21 173,306 11,188 6.46 157,615 10,629 6.74
Tax-exempt securities 28,094 1,275 4.54 31,118 1,434 4.61 31,154 1,442 4.63
Federal funds sold 9,870 484 4.90 10,882 590 5.42 5,481 300 5.48
Interest-bearing deposits 2,412 254 10.52 4,186 328 7.83 5,380 321 5.97
Total interest earning assets 591,561 44,177 7.47% 531,171 41,405 7.80% 490,889 39,372 8.02%
Non-interest earning assets:
Cash and due from banks 24,868 25,184 24,396
Premises and equipment, net 10,689 10,154 9,751
Other assets 9,237 7,188 5,065
Less allowance for loan (4,620) (4,323) (4,077)
losses
Intangibles and AFS valuation
Allowance 10,507 14,625 13,211
Total $642,242 $583,999 $539,235
Liabilities and Shareholders'
Equity
Interest bearing liabilities:
Demand deposits $ 41,596 525 1.26% $43,456 611 1.41% $44,991 675 1.50%
Savings deposits 151,262 4,342 2.87 143,065 4,284 3.00 135,146 3,894 2.88
Time deposits 202,239 10,230 5.06 190,684 10,351 5.43 185,686 10,187 5.49
Federal Home Loan Bank
advances and securities sold 73,946 3,631 4.91 45,258 2,420 5.35 24,233 1,342 5.54
under agreements to
repurchase
Total interest earning 469,043 18,728 3.99% 422,463 17,666 4.18% 390,056 16,098 4.13%
liabilities
Non-interest bearing
liabilities:
Demand deposits 99,035 89,957 84,332
Other liabilities 7,865 7,601 6,094
575,943 520,021 480,482
Shareholders' equity 66,299 63,978 58,753
Total $642,242 $583,999 $539,235
Net interest earnings $25,449 $23,739 $23,274
Net yield on interest earning 4.30% 4.47% 4.74%
assets
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.
Investment securities are stated at amortized cost.
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 (in
thousands of dollars):
1999 Compared to 1998 1998 Compared to 1997
Increase (Decrease) Increase (Decrease)
Due to (1) Due to (1)
Volume Rate Net Volume Rate Net
Interest earned on:
Loans $3,004 (1,422) 1,582 1,836 (651) 1,185
Taxable securities 1,974 (444) 1,530 1,017 (458) 559
Tax-exempt securities (138) (21) (159) (2) (6) (8)
Federal funds sold (52) (54) (106) 293 (3) 290
Interest-bearing (165) 91 (74) (80) 87 7
deposits
Total interest earning $4,623 (1,850) 2,773 3,064 (1,031) 2,033
assets
Interest paid on:
Demand deposits (25) (61) (86) (23) (41) (64)
Savings deposits 236 (178) 58 229 161 390
Time deposits 607 (728) (121) 272 (108) 164
Federal Home Loan Bank
advances and securities
sold under agreements 1,424 (213) 1,211 1,126 (48) 1,078
to repurchase
Total interest bearing $2,242 (1,180) 1,062 1,604 (36) 1,568
liabilities
Net interest income $2,381 (670) 1,711 1,460 (995) 465
(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.
Investment Portfolio
The following table sets forth the carrying amount of investment
securities at the dates indicated (in thousands of dollars):
December 31,
1999 1998 1997
U.S. Treasury and other U.S. Government $108,038 101,528 93,971
agencies
Mortgage backed securities 73,747 89,593 55,603
State and political subdivisions 29,290 28,036 34,955
Corporate bonds and notes 10,180 9,762 149
Corporate stocks 14,735 13,036 9,849
Total $235,990 241,955 194,527
Included in the above table are $227,384, $235,294 and $185,303
(in thousands of dollars) of securities available for sale at
December 31, 1999, 1998 and 1997, respectively.
The following tables set forth the maturities of debt securities
at December 31, 1999 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 (in thousands of dollars):
Maturing
After One,
But Within
Within One Five Years
Year
Amount Yield Amount Yield
U.S. Treasury and other U.S. Government $ 1,502 5.94% $64,143 5.84%
agencies
Mortgage backed securities - - 1,198 6.69
State and political subdivisions 8,464 4.11 6,958 4.30
Corporate bonds and notes - - 2,411 6.25
Total $ 9,966 4.38% $74,710 5.72%
Maturing
After Five, After
But Within Ten Years
Ten Years
Amount Yield Amount Yield
U.S. Treasury and other U.S. Government 42,393 7.13% - -
agencies
Mortgage backed securities 6,152 6.02 66,397 6.69
State and political subdivisions 10,374 4.71 3,494 5.22
Corporate bonds and notes 2,495 6.34 5,274 7.35
Total $61,414 6.58% $75,165 6.67%
Loan Portfolio
The following table shows the Corporation's loan distribution at
the end of each of the last five years (in thousands of dollars):
December 31,
1999 1998 1997 1996 1995
Commercial, financial and 131,043 $ 113,865 102,816 92,557 89,785
agricultural
Real estate mortgages 94,580 89,544 79,753 78,400 71,870
Consumer loans 134,616 126,097 114,593 113,004 101,687
Total $360,239 329,506 297,162 283,961 263,342
The following table shows the maturity of loans (excluding real
estate mortgages and consumer loans) outstanding as of December
31, 1999. Also provided are the amounts due after one year
classified according to the sensitivity to changes in interest
rates (in thousands of dollars):
After One
Within But After
One Year Within Five Total
Five Years
Years
Commercial, financial and $ 35,953 $ 28,116 $ 66,974 $131,043
agricultural
Loans maturing after one year
with:
Fixed interest rates 21,032 21,522
Variable interest rates 7,084 45,452
Total $ 28,116 66,974
Non-accrual and Past Due Loans
The following table summarizes the Corporation's non-accrual and
past due loans (in thousands of dollars):
December 31,
1999 1998 1997 1996 1995
Non-accrual loans(1) $640 4,458 930 1,494 1,119
Accruing loans past
due 90 days or more $281 395 688 226 681
Information with respect to non-accrual loans at December 31,
1999, 1998 and 1997 is as follows (in thousands of dollars):
December 31,
1999 1998 1997
Non-accrual loans $640 4,458 930
Interest income that
would have been recorded
under original terms 318 545 286
Interest income recorded
during the period 153 271 48
(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 non-accrual 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 non-accrual if management believes such classification is
warranted for other reasons.
Potential Problem Loans
At December 31, 1999, 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, 1999, 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, 1999, the Corporation has no interest-bearing assets other
than loans that meet the non-accrual, past due, restructured or potential
problem loan criteria.
Summary of Loan Loss Experience
This table summarizes the Corporation's loan loss experience for each year
in the five-year period ended December 31, 1999 (in thousands of dollars):
Years Ended December 31,
1999 1998 1997 1996 1995
Allowance for loans losses at beginning $4,509 4,145 3,975 3,900 3,600
of year
Charge-offs:
Commercial, financial and 38 13 77 195 82
agricultural
Real estate mortgages 12 16 53 1 5
Consumer loans 624 552 640 538 286
Home equity 16 13 - 20 -
Total 690 594 770 754 373
Recoveries:
Commercial, financial and 43 35 14 16 16
agricultural
Consumer loans 130 123 76 71 93
Total 173 158 90 87 109
Net charge-offs 517 436 680 667 264
Additions charged to operations (1) 673 800 850 742 564
Allowance for loan losses at end of $4,665 4,509 4,145 3,975 3,900
year
Ratio of net charge-offs during period
to average loans outstanding .15% . 14% .23% .24% .11%
(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 1999 than
in prior years. The net charge-offs to total loans have
averaged 0.17% over the last five years and the highest
percentage in any of those years was 0.24%.
(2) Daily balances were used to compute average outstanding
loan balances.
The allocated portions of the allowance reflect management's
estimates of specific known risk elements in the respective
portfolios. Among the factors considered in allocating portions
of the allowance by loan type are the current levels of past due,
non-accrual and impaired loans. The unallocated portion of the
allowance represents risk elements in the loan portfolio that
have not been specifically identified. Factors considered in
determining the appropriate level of unallocated allowance
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
allowance for each year in the five-year period ended December
31, 1999:
Amount of loan loss allowance
(in thousands) and Percent of Loans
by Category to Total Loans
Balance at end
of period
applicable to: 1999 % 1998 % 1997 % 1996 % 1995 %
Commercial,
financial
and agricultural $1,227 25.4 2,081 24.0 1,402 22.5 1,472 20.8 1,042 20.9
Commercial
mortgages 334 12.2 21 12.0 132 14.0 249 14.8 305 16.3
Residential
mortgages 185 25.0 88 25.7 31 24.8 21 24.4 16 23.5
Consumer loans 1,416 37.4 1,007 38.3 823 38.7 503 40.0 153 39.3
Domestic: 3,162 100.0 3,197 100.0 2,388 100.0 2,245 100.0 1,516 100.0
Unallocated: 1,503 N/A 1,312 N/A 1,757 N/A 1,730 N/A 2,384 N/A
Total $4,665 100.0 4,509 100.0 4,145 100.0 3,975 100.0 3,900 100.0
Deposits
The average daily amounts of deposits and rates paid on such
deposits is summarized for the periods indicated in the following
table (in thousands of dollars):
Year Ended December 31,
1999 1998 1997
Amount Rate Amount Rate Amount Rate
Noninterest-bearing demand $99,035 - % 89,957 - % 84,332 - %
deposits
Interest-bearing demand 41,596 1.26 43,456 1.41 44,991 1.50
deposits
Savings deposits 151,262 2.87 143,065 3.00 135,146 2.88
Time deposits 202,239 5.06 190,684 5.43 185,686 5.49
$494,132 467,162 450,155
Scheduled maturities of certificates of deposit at December 31,
1999 are summarized as follows (in thousands of dollars):
Time Certificates of Deposits
2000 $159,085
2001 26,480
2002 10,514
2003 2,487
2004 4,366
2005 and thereafter 365
$203,297
Maturities of certificates of deposit in denominations of
$100,000 or more outstanding at December 31, 1999 are summarized
as follows (in thousands of dollars):
Time Certificates of Deposits
3 months or less $41,135
Over 3 through 12 months 13,589
Over 12 months 2,340
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,
1999 1998 1997
Return on average assets 1.31% 1.25% 1.27%
Return on average equity 12.66 11.41 11.67
Return on beginning equity 12.70 11.84 12.22
Dividend payout ratio 36.90 37.56 36.55
Average equity to average assets ratio 10.32 10.96 10.90
Year-end equity to year-end assets ratio 10.00 10.66 11.23
Short-Term Borrowings
For each of the three years in the period ended December 31,
1999, 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 six (6) 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 REGISTRANT'S COMMON EQUITY 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,
1999, 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 1999 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, 2000 was 730.
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, 1999 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, 1999 is
incorporated herein by reference to Exhibit C of Exhibit Listing
13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Information required by item 305 of Regulation S-K is included in
the Management's Discussion and Analysis of Financial Condition
and Results of Operation presented in the Corporation's Annual
Report to Shareholders for the year ended December 31, 1999 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, 1999 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 7, 2000, relating to the Annual Meeting of
Shareholders to be held on May 11, 2000, 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 7, 2000, relating to the Annual Meeting of
Shareholders to be held on May 11, 2000, 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 7, 2000, relating to the Annual Meeting of Shareholders to
be held on May 10, 2000, 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 7, 2000, relating to the Annual Meeting of
Shareholders to be held on May 11, 2000, 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, 1999 and 1998, and for each of
the years in the three-year period ended December 31, 1999 are
incorporated by reference in Item 8:
- Independent Auditors' Report
- Consolidated Balance Sheets - December 31, 1999 and 1998
- Consolidated Statements of Income - Years ended December 31, 1999,
1998 and 1997
- Consolidated Statements of Shareholders' Equity and Comprehensive
Income - Years ended December 31, 1999, 1998 and 1997
- Consolidated Statements of Cash Flows-Years ended December 31, 1999,
1998 and 1997
- Notes to Consolidated Financial Statements - December 31, 1999 and
1998
(2) List of Financial Statement 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,
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 October EXHIBIT E
13, 1999.
Exhibit (13) Annual Report to Shareholders for the year
ended December 31, 1999.
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.
Quantitative and Qualitative disclosures about
Market Risk
Consolidated Financial Statements and EXHIBIT D
Independent Auditors' Report.
Exhibit (21) Subsidiaries of the registrant. EXHIBIT F
Exhibit (22) Registrant's Notice of Annual Meeting, Proxy EXHIBIT G
Statement dated April 7,2000, 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, 1999.
(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, 1999
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________
EXHIBIT EXHIBIT
LISTING
EXHIBIT 13 Annual Report To Shareholders For The Year Ended
December 31, 1999
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, and the
Quantitative and Qualitative Disclosures about
Market Risk
D Consolidated Financial Statements and Independent
Auditors' Report
E Bylaws of the Registrant, as amended to October 13,
1999
EXHIBIT 21 F Subsidiaries of the Registrant
EXHIBIT 22 G Notice of Annual Meeting, Proxy Statement dated
April 7, 2000, 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 8, 2000
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
Robert E. Agan Director
Donald L. Brooks, Jr. Director
/s/ David J. Dalrymple
David J. Dalrymple Director March 8, 2000
/s/ Robert H. Dalrymple
Robert H. Dalrymple Director March 8, 2000
/s/ Frederick Q. Falck
Frederick Q. Falck Director March 8, 2000
/s/ Stephen M. Lounsberry
Stephen M. Lounsberry Director March 8, 2000
/s/ Thomas K. Meier
Thomas K. Meier Director March 8, 2000
/s/ Ralph H. Meyer
Ralph H. Meyer Director March 8, 2000
/s/ John F. Potter
John F. Potter Director March 8, 2000
/s/ Charles M. Streeter
Charles M. Streeter Director March 8, 2000
/s/ Richard W. Swan
Richard W. Swan Director March 8, 2000
/s/ William A. Tryon
William A. Tryon Director March 8, 2000
/s/ William C. Ughetta
William C. Ughetta Director March 8, 2000
Signature Title Date
/s/ Nelson Moores van den Blink
Nelson Mooers van den Blink Director March 8, 2000
/s/ Jan P. Updegraff
Jan P. Updegraff Director, President & March 8, 2000
Chief Executive
Officer
Attest
/s/ Donna C. Denton
Donna C. Denton Secretary March 8, 2000