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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, 1995
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 29,
1996 was $34,933,528.
As of February 29, 1996 there were 2,084,611 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,
1995 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Annual Shareholders meeting to be held
on April 2, 1996 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. The Selected Financial Data Exhibit 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, 1995, sets forth financial information with respect to bank-related
industry segments. The MD&A including the Selected Financial Data Exhibit is
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, 1995.
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 1995,
1994, and 1993.
Employees
As of December 31, 1995, 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,
1995 1994 1993
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets
Interest-earning assets:
Loans $ 249,149 23,868 9.58% $ 221,419 20,006 9.04% $ 224,127 20,741 9.25%
Taxable securities 155,238 9,960 6.42 134,524 7,762 5.77 106,736 6,088 5.70
Tax-exempt securities 28,051 1,406 5.01 25,054 1,262 5.04 22,596 1,184 5.24
Federal funds sold 8,434 486 5.76 10,236 407 3.98 12,587 371 2.95
Interest-bearing
deposits 6,267 357 5.70 3,478 143 4.11 2,401 73 3.04
Total interest-
earning assets 447,139 36,077 8.07% 394,711 29,580 7.49% 368,447 28,457 7.72%
Non-interest earning assets:
Cash and due from
banks 23,442 21,657 20,372
Premises and equipment,
net 9,657 7,451 7,513
Other assets 6,922 5,506 4,853
Less allowance for
loan losses (3,876) (3,419) (3,453)
Excess of cost over
fair value of net
assets acquired,
net of accumulated
amortization 11,969 5,339 -
Total $ 495,253 $ 431,245 $ 397,732
Liabilities and
Shareholders' Equity
Interest-bearing
liabilities:
Demand deposits $ 43,312 731 1.69% $ 43,372 673 1.55% $ 42,275 811 1.92%
Savings deposits 149,257 4,408 2.95 142,819 3,778 2.65 133,671 3,806 2.85
Time deposits 153,433 8,307 5.41 121,783 5,445 4.47 110,631 4,887 4.42
Federal funds purchased
and securities
sold under agreement
to repurchase 13,846 781 5.73 9,975 380 3.81 9,717 281 2.89
Total interest-
bearing liabilities 359,848 14,227 3.95% 317,949 10,276 3.23% 296,294 9,785 3.30%
Non-interest bearing
liabilities:
Demand deposits 78,406 66,635 60,461
Other 6,995 5,106 3,978
445,249 389,690 360,733
Shareholders' equity 50,004 41,555 36,999
Total $ 495,253 $ 431,245 $ 397,732
Net interest earnings $ 21,850 $ 19,304 $ 18,672
Net yield on interest-
earning assets 4.89% 4.89% 5.07%
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:
1995 Compared to 1994 1994 Compared to 1993
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 $ 2,607 1,255 3,862 (249) (486) (735)
Taxable securities 1,273 925 2,198 1,603 71 1,674
Tax-exempt securities 150 (6) 144 125 (47) 78
Federal funds sold (81) 160 79 (78) 114 36
Interest-bearing deposits 145 70 215 39 31 70
Total interest-
earning assets $ 4,094 2,404 6,498 1,440 (317) 1,123
Interest paid on:
Demand deposits (1) 59 58 21 (159) (138)
Savings deposits 176 442 618 251 (279) (28)
Time deposits 1,580 1,282 2,862 498 60 558
Federal funds purchased
and securities sold under
agreement to repurchase 179 234 413 8 91 99
Total interest-bearing
liabilities $ 1,934 2,017 3,951 778 (287) 491
(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:
December 31,
1995 1994 1993
(In Thousands of Dollars)
U.S. Treasury and other
U.S. Government Agencies $ 108,775 163,238 104,216
State and political subdivisions 30,275 28,085 21,997
Other bonds and notes 33,596 7,181 8,871
Corporate stocks 6,818 5,493 2,002
Total $ 179,464 203,997 137,086
Included in the above table are $171,882, $188,828 and $44,814 of securities available for sale at December
31, respectively.
Investment Portfolio (continued)
The following tables set forth the maturities of investment securities at
December 31, 1995 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 $ 38,744 6.26% $ 68,000 6.49%
State and political subdivisions 10,411 4.68 16,371 4.89
Other bonds and notes 1,522 7.98 1,501 8.40
Total $ 50,677 5.99% $ 85,872 6.22%
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 $ 2,032 7.07% $ - - %
State and political subdivisions 3,275 5.33 217 4.71
Other bonds and notes 5,031 6.69 25,542 7.85
Total $ 10,338 6.33% $25,759 7.82%
Loan Portfolio
The following table shows the Corporation's loan distribution at the end
of each of the last five years:
December 31,
1995 1994 1993 1992 1991
(In Thousands of Dollars)
Commercial, financial and
agricultural $ 89,785 75,006 69,484 63,630 65,830
Real estate mortgages 71,870 67,912 71,345 81,431 89,401
Installment loans 101,687 94,181 82,028 74,258 72,462
Total $ 263,342 237,099 222,857 219,049 227,693
The following table shows the maturity of loans (excluding residential real
estate mortgages and installment loans) outstanding as of December 31, 1995.
Also provided are the amounts due after one year classified according to the
sensitivity to changes in interest rates:
After One
Within But Within After
One Year Five Years Five Years Total
Commercial, financial and
agricultural $ 40,564 15,259 33,962 89,785
Loans maturing after one year with:
Fixed interest rates 8,426 6,618
Variable interest rates 6,833 27,344
Total $ 15,259 33,962
Nonaccrual and Past Due Loans
The following table summarizes the Corporation's nonaccrual and past due
loans:
December 31,
1995 1994 1993 1992 1991
(In Thousands of Dollars)
Nonaccrual loans (1) $ 1,120 1,201 1,605 1,321 721
Accruing loans past due
90 days or more $ 681 354 274 588 2,307
Information with respect to nonaccrual loans at December 31, 1995, 1994 and
1993 is as follows:
December 31,
1995 1994 1993
(In Thousands of Dollars)
Nonaccrual loans $ 1,119 1,201 1,605
Interest income that would have been
recorded under original terms 200 342 429
Interest income recorded during the period 52 58 164
(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 become 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.
Potential Problem Loans
At December 31, 1995, 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 semi-annually.
Loan Concentrations
At December 31, 1995, 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, 1995, 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, 1995:
Year Ended December 31,
1995 1994 1993 1992 1991
(In Thousands of Dollars)
Balance at beginning of period $ 3,600 3,500 3,400 2,800 2,500
Charge-offs:
Commercial, financial and
agricultural 82 282 550 61 226
Real estate mortgages 5 14 --- --- ---
Installment loans 286 422 346 382 380
Home equity --- --- --- --- ---
373 718 896 443 606
Recoveries:
Commercial, financial and
agricultural 16 18 10 100 223
Installment loans 93 76 79 41 58
109 94 89 141 281
Net charge-offs 264 624 807 302 325
Allowance of acquired
bank at time of acquisition -- 100 -- -- --
Additions charged to
operations (1) 564 624 907 902 625
Balance at end of period $ 3,900 3,600 3,500 3,400 2,800
Ratio of net charge-offs during
period to average loans
outstanding (2) .11% .28% .36% .14% .15%
(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 1995 than in prior
years. The net charge-offs to average loans have averaged 0.21% over the last five years and the highest
percentage in any of those years was 0.36%.
(2) Daily balances were used to compute average outstanding loan balances.
This table summarizes the Corporation's allocation of the loan loss reserve for
each year in the five-year period ended December 31, 1995.
Amount (in thousands) and Percent of
Loans by Category to Total Loans
December 31,
Balance at end of
Period Applicable to: 1995 % 1994 % 1993 % 1992 % 1991 %
Domestic: $ 1,516 100.0 2,575 100.0 3,150 100.0 2,117 100.0 2,085 100.0
Commercial, financial
and agricultural 1,042 33.0 2,108 31.0 2,620 30.2 1,625 28.6 1,409 28.7
Commercial mortgages 305 4.1 282 5.0 248 6.5 112 6.7 187 7.4
Residential mortgages 16 23.8 16 23.6 13 25.5 34 30.4 44 31.9
Consumer loand 153 39.3 169 40.4 270 37.8 346 34.3 446 32.1
Unallocated: 2,384 N/A 1,025 N/A 350 N/A 1,283 N/A 715 N/A
Total $ 3,900 100.0 3,600 100.0 3,500 100.0 3,400 100.0 2,800 100.0
Deposits
The average daily amounts of deposits and rates paid on such deposits are
summarized for the periods indicated in the following table:
Year Ended December 31,
1995 1994 1993
Amount Rate Amount Rate Amount Rate
(In Thousands of Dollars)
Noninterest-bearing
demand deposits $ 78,406 ---% 66,635 ---% 60,461 ---%
Interest-bearing demand
deposits 43,312 1.69 43,372 1.55 42,275 1.92
Savings deposits 149,257 2.95 142,819 2.65 133,671 2.85
Time deposits 153,433 5.41 121,783 4.47 110,631 4.42
$ 424,408 374,609 347,038
Maturities of certificates of deposit $100,000 or more outstanding at
December 31 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
3 months or less $13,503
Over 3 through 12 months 5,918
Over 12 months 2,041
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,
1995 1994 1993
Return on average assets 1.13% 1.08% 1.13%
Return on average equity 11.20 11.18 12.15
Return on beginning equity 12.25 12.13 12.66
Dividend payout ratio 36.52 38.23 36.86
Average equity to average assets ratio 10.10 9.64 9.30
Year-end equity to year-end assets ratio 10.54 9.25 9.63
Short-Term Borrowings
For each of the three years in the period ended December 31, 1995, 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 8,202 square feet are occupied by
operating departments of the Bank and 10,011 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, 1995, 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 1995 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, 1996 was 834.
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, 1995
is incorporated herein by reference.
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, 1995 is incorporated herein by reference.
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, 1995 are incorporated herein by reference.
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 "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 March 5, 1996, relating to the Annual Meeting of
Shareholders to be held on April 2, 1996, is incorporated herein by reference.
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"; "Retirement Plan"; "Profit-
Sharing, Savings and Investment Plan"; "Management Incentive Plan"; "Employment
Contracts"; and "Other Compensation Agreements", presented in the registrant's
Proxy Statement, dated March 5, 1996, relating to the Annual Meeting of
Shareholders to be held on April 2, 1996, is incorporated herein by reference.
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 March 5, 1996, relating to the Annual
Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Certain Transactions", presented
in the registrant's Proxy Statement, dated March 5, 1996, relating to the Annual
Meeting of Shareholders to be held on April 2, 1996, is incorporated herein by
reference.
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, 1995 and 1994, and for
each of the years in the three-year period ended December 31, 1995 are
incorporated by reference in Item 8:
- Independent Auditors' Report
- Consolidated Balance Sheets - December 31, 1995 and 1994
- Consolidated Statements of Income - Years ended December 31, 1995,
1994 and 1993
- Consolidated Statements of Shareholders' Equity - Years ended
December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows - Years ended
December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements - December 31, 1995 and
1994
(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 September 13, 1995,
are incorporated herein by reference to Exhibit A of
the Registrant's Form 10-Q for the period ended
September 30, 1995, File No. 0-13888.
Exhibit (13) -- Annual Report to Shareholders for the year ended
December 31, 1995.
-- 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 March 5, 1996,
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, 1995.
(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, 1995
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________
EXHIBIT
LISTING EXHIBIT
EXHIBIT 13 Annual Report To Shareholders For The Year Ended
December 31, 1995
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 March 5, 1996, 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 13, 1996
By "signature"
John W. Bennett
Chairman 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
"signature" Director 3/13/96
Robert E. Agan
"signature" Director, Chairman & 3/13/96
John W. Bennett Chief Executive Officer
Director
Donald L. Brooks, Jr.
"signature" Director 3/13/96
David J. Dalrymple
"signature" Director 3/13/96
Robert H. Dalrymple
"signature" Director 3/13/96
Richard H. Evans
"signature" Director 3/13/96
Natalie B. Kuenkler
"signature" Director 3/13/96
Edward B. Hoffman
"signature" Director 3/13/96
Stephen M. Lounsberry III
Signature Title Date
Director
Boyd McDowell II
"signature" Director 3/13/96
Thomas K. Meier
"signature" Director 3/13/96
Ralph H. Meyer
Director
John F. Potter
"signature" Director 3/13/96
Samuel J. Semel
"signature" Director 3/13/96
Charles M. Streeter, Jr.
"signature" Director 3/13/96
Richard W. Swan
"signature" Director 3/13/96
William A. Tryon
Director
William C. Ughetta
"signature" Director, President & 3/13/96
Jan P. Updegraff Chief Operating Officer
"signature" Director 3/13/96
Nelson Mooers van den Blink
"signature" Treasurer and Principal 3/13/96
Accounting Officer
Attest
"signature" Secretary 3/13/96
Jerome F. Denton