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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, 1998
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 $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 state-
ments incorporated by reference in Part III of this Form 10-K or any amend-
ment 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
28, 1999 was $55,996,704
As of February 28, 1999 there were 4,100,054 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,
1998 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 12, 1999 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, 1998, 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, 1998.
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 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 1998,
1997, and 1996.
Employees
As of December 31, 1998, the Bank employed 291 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,
1998 1997 1996
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets
Interest earning assets:
Loans $ 311,679 27,865 8.94% $291,259 26,680 9.16% $273,904 25,314 9.24%
Taxable securities 173,306 11,188 6.46 157,615 10,629 6.74 156,378 10,292 6.58
Tax-exempt securities 31,118 1,434 4.61 31,154 1,442 4.63 28,883 1,360 4.71
Federal funds sold 10,882 590 5.42 5,481 300 5.48 6,522 350 5.37
Other Investments 1,365 3 .22 161 0 - 0 0 -
Interest-bearing
deposits 4,186 328 7.83 5,380 321 5.97 3,808 195 5.13
Total interest
earning assets 532,536 41,408 7.78% 491,050 39,372 8.02% 469,495 37,511 7.99%
Non-interest earning assets:
Cash and due from
banks 25,184 24,396 23,501
Premises and equipment,
net 10,154 9,751 10,146
Other assets 9,203 8,091 7,003
Less allowance for
loan losses (4,323 (4,077) (3,932)
Excess of cost over
fair value of net
assets 14,625 13,211 12,247
Total $ 587,379 $ 542,422 $ 518,460
Liabilities and
Shareholders' Equity
Interest bearing
liabilities:
Demand deposits $ 43,456 611 1.41% $ 44,991 675 1.50% $ 44,261 719 1.63%
Savings deposits 143,065 4,284 3.00 135,146 3,894 2.88 139,219 3,942 2.83
Time deposits 190,684 10,351 5.43 185,686 10,187 5.49 177,537 9,625 5.42
Federal Home Loan Bank
advances and securities
sold under agreements
to repurchase 45,25 2,420 5.35 24,233 1,342 5.54 15,213 757 4.97
Total interest
bearing liabilities 422,463 17,666 4.18% 390,056 16,098 4.13% 376,230 15,043 4.00%
Non-interest bearing
liabilities:
Demand deposits 89,957 84,332 79,901
Other 10,981 9,281 8,181
523,401 483,669 464,312
Shareholders'
equity 63,978 58,753 54,148
Total $ 587,379 $ 542,422 $ 518,460
Net interest earnings $ 23,742 $ 23,274 $ 22,468
Net yield on interest
earning assets 4.46% 4.74% 4.79%
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:
1998 Compared to 1997 1997 Compared to 1996
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 $ 1,836 (651) 1,185 1,591 (225) 1,366
Taxable securities 1,017 (458) 559 82 255 337
Tax-exempt securitie (2) (6) (8) 105 (23) 82
Federal funds sold 293 (3) 290 (57) 7 (50)
Other Investments 3 0 3 0 0 0
Interest-bearing deposits (80) 87 7 90 36 126
Total interest
earning assets $ 3,067 (1,031) 2,036 1,811 50 1,861
Interest paid on:
Demand deposits (23) (41) (64) 12 (56) (44)
Savings deposits 229 161 390 (117) 69 (48)
Time deposits 272 (108) 164 446 116 562
Federal Home Loan Bank
advances and securities
sold under agreements to
repurchase 1,126 (48) 1,078 491 94 585
Total interest bearing
liabilities $ 1,604 (36) 1,568 832 223 1,055
(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,
1998 1997 1996
U.S. Treasury and other
U.S. Government Agencies $ 101,528 93,971 104,567
Mortgage backed securities 89,593 55,603 50,109
State and political subdivisions 28,036 34,955 30,775
Other bonds and notes 9,762 149 1,270
Corporate stocks 13,036 9,849 8,996
Total $ 241,955 194,527 195,717
Included in the above table are $235,294, $185,303 and $185,365 (in thousands
of dollars) of securities available for sale at December 31, 1998, 1997 and
1996, respectively.
The following tables set forth the maturities of investment securities at
December 31, 1998 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 $ 17,548 5.21% $ 59,563 5.89%
Mortgage Backed Securities - - 1,982 6.69
State and political subdivisions 8,301 4.39 7,842 4.58
Other bonds and notes - - 2,516 6.25
Total $ 25,849 4.94% $ 71,903 5.78%
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 $ 24,417 6.56% $ - - %
Mortgage Backed Securities - - 87,611 6.95
State and political subdivisions 8,177 4.56 3,716 5.05
Other bonds and notes 2,715 6.35 4,531 6.88
Total $ 35,309 6.08% $ 95,858 6.87%
Loan Portfolio
The following table shows the Corporation's loan distribution at the end of
each of the last five years:
December 31,
1998 1997 1996 1995 1994
(In Thousands of Dollars)
Commercial, financial and
agricultural $ 113,865 102,816 92,557 89,785 75,006
Real estate mortgages 89,544 79,753 78,400 71,870 67,912
Consumer loans 126,097 114,593 113,004 101,687 94,181
Total $ 329,506 297,162 283,961 263,342 237,099
The following table shows the maturity of loans (excluding real estate mortgages
and consumer loans) outstanding as of December 31, 1998. 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 $ 32,815 19,469 61,581 113,865
Loans maturing after one
year with:
Fixed interest rates 12,184 24,019
Variable interest rates 7,285 37,562
Total $ 19,469 61,581
Non-accrual and Past Due Loans
The following table summarizes the Corporation's non-accrual and past due loans:
December 31,
1998 1997 1996 1995 1994
(In Thousands of Dollars)
Non-accrual loans (1) $ 4,458 930 1,494 1,119 1,201
Accruing loans past due
90 days or more $ 395 688 226 681 354
Information with respect to non-accrual loans at December 31, 1998, 1997 and
1996 is as follows:
December 31,
1998 1997 1996
(In Thousands of Dollars)
Non-accrual loans $ 4,458 930 1,494
Interest income that would have
been recorded under original terms 545 286 278
Interest income recorded during
the period 271 48 58
(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 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, 1998, 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, 1998, 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, 1998, 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 Experience
This table summarizes the Corporation's loan loss experience for each year in
the five-year period ended December 31, 1998:
Year Ended December 31,
1998 1997 1996 1995 1994
(In Thousands of Dollars)
Balance at beginning of period $4,145 3,975 3,900 3,600 3,500
Charge-offs:
Commercial, financial and
agricultural 13 77 195 82 282
Real estate mortgages 16 53 1 5 14
Consumer loans 552 640 538 286 422
Home equity 13 - 20 - -
594 770 754 373 718
Recoveries:
Commercial, financial and
agricultural 35 14 16 16 18
Consumer loans 123 76 71 93 76
158 90 87 109 94
Net charge-offs 436 680 667 264 624
Allowance of acquired
bank at time of acquisition - - - - 100
Additions charged to
operations (1) 800 850 742 564 624
Balance at end of period $4,509 4,145 3,975 3,900 3,600
Ratio of net charge-offs during
period to average loans
outstanding (2) .14% .23% .24% .11% .28%
(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 1998 than in prior
years. The net charge-offs to total loans have averaged 0.20% over the last
five years and the highest percentage in any of those years was 0.28%.
(2) Daily balances were used to compute average outstanding loan balances.
The allocated portions of the reserve reflect management's estimates of
specific known risk elements in the respective portfolios. Among the factors
considered in allocating portions of the reserve by loan type are the current
levels of past due, non-accrual and impaired loans. The unallocated portion
of the reserve represents risk elements in the loan portfolio that have not
been specifically identified. Factors considered in determining the
appropriate level of unallocated reserves include historical loan loss history,
current econmic conditions, and expectations for loan growth. The following
table summarizes the Corporation's allocation of the loan loss reserve for
each year in the five-year period ended December 31, 1998:
Amount (in thousands) and Percent of
Loans by Category to Total Loans
Balance at end of
Period Applicable to:
1998 % 1997 % 1996 % 1995 % 1994 %
Domestic: $3,197 100.0 2,588 100.0 2,445 100.0 2,030 100.0 2,857 100.0
Commercial, financial
and agricultural 2,081 34.6 1,402 34.5 1,472 32.3 1,042 33.0 2,108 31.0
Commercial mortgages 21 1.5 132 2.0 249 3.2 305 4.1 282 5.0
Residential mortgages 88 25.7 31 24.8 21 24.5 16 23.6 16 23.6
Consumer loans 1,007 38.3 1,023 38.7 703 40.0 667 39.3 451 40.4
Unallocated: 1,312 N/A 1,557 N/A 1,530 N/A 1,870 N/A 743 N/A
Total $4,509 100.0 4,145 100.0 3,975 100.0 3,900 100.0 3,6 00 100.0
Deposits
The average daily amounts of deposits and rates paid on such deposits is
summarized for the periods indicated in the following table:
Year Ended December 31,
1998 1997 1996
Amount Rate Amount Rate Amount Rate
(In Thousands of Dollars)
Noninterest-bearing
demand deposits $ 89,957 - % 84,332 - % 79,901 - %
Interest-bearing demand
deposits 43,456 1.41 44,991 1.50 44,261 1.63
Savings deposits 143,065 3.00 135,146 2.88 139,219 2.83
Time deposits 190,684 5.43 185,686 5.49 177,537 5.42
$ 467,162 450,155 440,918
Scheduled maturities of certificates of deposit at December 31, 1998 are
summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars)
1999 $118,730
2000 41,142
2001 11,274
2002 3,505
2003 2,529
2004 and thereafter 261
$177,441
Maturities of certificates of deposit $100,000 or more outstanding at December
31, 1998 are summarized as follows:
Time Certificates
of Deposits
(In Thousands of Dollars
3 months or less $20,304
Over 3 through 12 months 7,466
Over 12 months 4,867
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,
1998 1997 1996
Return on average assets 1.24% 1.26% 1.19%
Return on average equity 11.41 11.67 11.37
Return on beginning equity 11.84 12.22 11.64
Dividend payout ratio 37.56 36.55 35.78
Average equity to average assets ratio 10.89 10.83 10.44
Year-end equity to year-end assets ratio 10.60 11.23 10.54
Short-Term Borrowings
For each of the three years in the period ended December 31, 1998, 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 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, 1998, 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 1998 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 28, 1999 was 756.
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, 1998 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, 1998 is incorporated herein by reference to Exhibit
C of Exhibit Listing 13.
ITEM 7A. QUANTITATIVE AND QUAITATIVE 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
Operations presented in the Corporation's Annual Report to Shareholders for
the year ended December 31, 1998 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, 1998 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 6, 1999, relating to the
Annual Meeting of Shareholders to be held on May 12, 1999, 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 6, 1999, relating to the Annual
Meeting of Shareholders to be held on May 12, 1999, 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 6, 1999, relating to the Annual
Meeting of Shareholders to be held on May 12, 1999, 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 6, 1999, relating to the
Annual Meeting of Shareholders to be held on May 12, 1999, 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, 1998
and 1997, and for each of the years in the three-year period ended December
31, 1998 are incorporated by reference in Item 8:
- Independent Auditors' Report
- Consolidated Balance Sheets - December 31, 1998 and 1997
- Consolidated Statements of Income - Years ended December 31, 1998,
1997 and 1996
- Consolidated Statements of Shareholders' Equity and Comprehensive
Income - Years ended December 31, 1998, 1997 and 1996
- Consolidated Statements of Cash Flows - Years ended
December 31, 1998, 1997 and 1996
- Notes to Consolidated Financial Statements - December 31, 1998 and
1997
(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 April 9, 1998,
are incorporated herein by reference to Exhibit A
of the Registrant's Form 10-Q for the period ended
June 30, 1998, File No. 0-13888.
Exhibit (13) -- Annual Report to Shareholders for the year ended
December 31, 1998.
-- 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 E
Exhibit (22) -- Registrant's Notice of Annual Meeting, EXHIBIT F
Proxy Statement dated April 6, 1999,
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, 1998.
(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, 1998
CHEMUNG FINANCIAL CORPORATION
ELMIRA, NEW YORK
____________________________________
EXHIBIT
LISTING EXHIBIT
EXHIBIT 13 Annual Report To Shareholders For The Year Ended
December 31, 1998
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
Quantitative and Qualitative disclosures about
Market Risk.
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 April 6, 1999, 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 10, 1999
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
Director
Robert E. Agan
/s/ John W. Bennett Director & Chairman March 10, 1999
John W. Bennett of the Board
Director
Donald L. Brooks, Jr.
/s/ David J. Dalrymple Director March 10, 1999
David J. Dalrymple
/s/ Robert H. Dalrymple Director March 10, 1999
Robert H. Dalrymple
Director
Frederick Q.Falck
/s/ Edward B. Hoffman Director March 10, 1999
Edward B. Hoffman
/s/ Stephen M. Lounsberry III Director March 10, 1999
Stephen M. Lounsberry III
/s/ Thomas K. Meier Director March 10, 1999
Thomas K. Meier
/s/ Ralph H. Meyer Director March 10, 1999
Ralph H. Meyer
Director
John F. Potter
/s/ Charles M. Streeter, Jr. Director March 10, 1999
Charles M. Streeter, Jr.
/s/ Richard W. Swan Director March 10, 1999
Richard W. Swan
/s/ William A. Tryon Director March 10, 1999
William A. Tryon
/S/ William C. Ughetta Director March 10, 1999
William C. Ughetta
/s/ Nelson Mooers van den Blink Director March 10, 1999
Nelson Mooers van den Blink
/s/ Jan P. Updegraff Director, President & March 10, 1999
Jan P. Updegraff Chief Executive Officer
Attest
/s/ Donna C. Denton Secretary March 10, 1999
Donna C. Denton