-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NwWYxK0hGBpRH4/0HOhVd0G4U4j8WuMJRGgc0eO2lg8mSRjnRNUWJmrbNRaXuL6p HqhJiP4OfJuVzanRH9o6wA== 0000763563-02-000014.txt : 20020414 0000763563-02-000014.hdr.sgml : 20020414 ACCESSION NUMBER: 0000763563-02-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DALRYMPLE DAVID J CENTRAL INDEX KEY: 0001073992 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2105 S BROADWAY CITY: PINE CITY STATE: NY ZIP: 14871 BUSINESS PHONE: 6077376200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHEMUNG FINANCIAL CORP CENTRAL INDEX KEY: 0000763563 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161237038 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37095 FILM NUMBER: 02556230 BUSINESS ADDRESS: STREET 1: ONE CHEMUNG CANAL PLZ STREET 2: P O BOX 1522 CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077373711 MAIL ADDRESS: STREET 1: ONE CHEMUNG CANAL PLZ STREET 2: P O BOX 1522 CITY: ELMIRA STATE: NY ZIP: 14902 SC 13D/A 1 edgar13d.htm DALRYMPLE 13D - AMENDMENT NO. 4 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

CHEMUNG FINANCIAL CORPORATION

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

164024 10 1

(CUSIP Number)

David J. Dalrymple, 274 Coleman Avenue, Elmira, New York 14903; Telephone: (607) 737-5077 with a copy to J. Philip Hunter, Esq., Sayles & Evans, One West Church Street, Elmira, New York 14901; Telephone: (607) 734-2271

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 5, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 164024 10 1

1.

Names of Reporting Persons
 

I.R.S. Identification Nos. of above persons (entities only).
 

David J. Dalrymple S.S.# ###-##-####
   

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b) X
   

3.

SEC Use Only
   

4.

Source of Funds (See Instructions) OO
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   

6.

Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0
       
 

8.

Shared Voting Power

699,731

       
 

9.

Sole Dispositive Power

0
       
 

10.

Shared Dispositive Power

699,731

       
 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

699,731
       
 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

X
       
 

13.

Percent of Class Represented by Amount in Row (11)

17.72%
       
 

14.

Type of Reporting Person (See Instructions)

IN
       

Instructions for Cover Page

(1)

Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
   

(2)

If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
   

(3)

The 3rd row is for SEC internal use; please leave blank.
   

CUSIP No. 164024 10 1

1.

Names of Reporting Persons
 

I.R.S. Identification Nos. of above persons (entities only).
 

Robert H. Dalrymple S.S.# ###-##-####
   

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b) X
   

3.

SEC Use Only
   

4.

Source of Funds (See Instructions) OO
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   

6.

Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0
       
 

8.

Shared Voting Power

699,731

       
 

9.

Sole Dispositive Power

0
       
 

10.

Shared Dispositive Power

699,731

       
 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

699,731
       
 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

X
       
 

13.

Percent of Class Represented by Amount in Row (11)

17.72%
       
 

14.

Type of Reporting Person (See Instructions)

IN
       

Instructions for Cover Page

(1)

Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
   

(2)

If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
   

(3)

The 3rd row is for SEC internal use; please leave blank.
   

CUSIP No. 164024 10 1

1.

Names of Reporting Persons
 

I.R.S. Identification Nos. of above persons (entities only).
 

Dalrymple Holding Corporation E.I. No. 16-1137772
   

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b) X
   

3.

SEC Use Only
   

4.

Source of Funds (See Instructions) OO
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   

6.

Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0
       
 

8.

Shared Voting Power

78,316

       
 

9.

Sole Dispositive Power

0
       
 

10.

Shared Dispositive Power

78,316

       
 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

78,316
       
 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

X
       
 

13.

Percent of Class Represented by Amount in Row (11)

1.98%
       
 

14.

Type of Reporting Person (See Instructions)

CO
       

Instructions for Cover Page

(1)

Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
   

(2)

If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
   

(3)

The 3rd row is for SEC internal use; please leave blank.
   

CUSIP No. 164024 10 1

1.

Names of Reporting Persons
 

I.R.S. Identification Nos. of above persons (entities only).
 

Dalrymple Family Limited Partnership E.I. No. 16-1478376
   

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b) X
   

3.

SEC Use Only
   

4.

Source of Funds (See Instructions) OO
   

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
   

6.

Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With

7.

Sole Voting Power

0
       
 

8.

Shared Voting Power

448,510

       
 

9.

Sole Dispositive Power

0
       
 

10.

Shared Dispositive Power

448,510

       
 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

448,510
       
 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

X
       
 

13.

Percent of Class Represented by Amount in Row (11)

11.36%
       
 

14.

Type of Reporting Person (See Instructions)

PN
       

Instructions for Cover Page

(1)

Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
   

(2)

If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
   

(3)

The 3rd row is for SEC internal use; please leave blank.
   

Item 1.

Security and Issuer.
 

Common Stock, Par Value $0.01
   
 

Chemung Financial Corporation

One Chemung Canal Plaza

Elmira, NY 14902
   

Item 2.

Identity and Background.
 

Item 2 of the Schedule 13D is hereby amended and supplemented so that the first paragraph thereof reads as follows:

Pursuant to Rules 13d-(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned David J. Dalrymple, Robert H. Dalrymple, Dalrymple Holding Corporation, a New York Corporation, and Dalrymple Family Limited Partnership, a New York limited partnership, hereby file this Schedule 13D Statement jointly. The above-named persons are hereinafter sometimes collectively referred to as "the Reporting Persons." The Reporting Persons are making this single, joint filing because certain of the Reporting Persons may be deemed to share beneficial ownership over certain shares of the Common Stock of the Issuer as a result of family relationships among certain of the Reporting Persons. The Reporting Persons are also making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
   

David J. Dalrymple

(a)

Name

David J. Dalrymple
   

(b)

Residence Address

2036 Upper Coleman Avenue

Elmira, NY 14905
   

(c)

Present Principal Occupation

President of Dalrymple Holding Corporation
   

(d), (e)

Legal Proceedings

None
   

(f)

Citizenship

United States

Robert H. Dalrymple

(a)

Name

Robert H. Dalrymple
   

(b)

Residence Address

875 Upland Drive

Elmira, NY 14905
   

(c)

Present Principal Occupation

Secretary of Dalrymple Holding Corporation
   

(d), (e)

Legal Proceedings

None
   

(f)

Citizenship

United States

Dalrymple Holding Corporation

(a)

Name

Dalrymple Holding Corporation
   

(b)

State of Organization

New York
   

(c)

Principal Business

Parent company of several construction companies
   

(d)

Principal Business Address

1209 Upper Broadway

Pine City, NY 14871
   

(e), (f)

Legal Proceedings

None

The directors and executive officers of Dalrymple Holding Corporation are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i)

name;
   

(ii)

business address (or residence address where indicated);
   

(iii)

present principal corporation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
   

(iv)

citizenship.
   

During the last five years, neither Dalrymple Holding Corporation nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Dalrymple Family Limited Partnership

(a)

Name

Dalrymple Family Limited Partnership
   

(b)

State of Organization

New York
   

(c)

Principal Business

Investing Partnership
   

(d)

Principal Business Address

2105 South Broadway

Pine City, NY 14871
   

(e), (f)

Legal Proceedings

None

David J. Dalrymple and Robert H. Dalrymple are the sole general partners of Dalrymple Family Limited Partnership. The same two individuals are also the sole limited partners of said partnership. Pursuant to the terms of the partnership agreement, the general partners share voting and dispositive powers with respect to all assets owned by said partnership, decisions to be made by a majority vote with each general partner entitled to cast one vote for each percentage point, or fraction thereof, of such general partners' partnership percentage in effect as of the date of such vote.

Item 3.

Source and Amount of Funds or Other Consideration.
 

Item 3 is hereby amended by adding the following to the end thereof:

Since October 1, 1998 David J. Dalrymple has acquired 14,485 shares by purchase on the open market in numerous separate trades. Robert H. Dalrymple has since said date similarly acquired 3,000 shares and no longer has beneficial ownership of 3,808 shares formerly held as custodian for his children.
   

Item 5.

Interest in Securities of the Issuer.
 

Item 5 is hereby amended by deleting part (a) in its entirety and inserting the following in place thereof:
 

(a)
 

David J. Dalrymple
 

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that David J. Dalrymple may be deemed to beneficially own is 699,731. This number consists of 101,407 shares held directly in David J. Dalrymple's name, 67,690 shares held in the name of Robert H. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under the NYSGMA, 78,316 shares held by Dalrymple Holding Corporation and 448,510 shares held by Dalrymple Family Limited Partnership. This number does not include 30,230 shares of the Issuer held by Susquehanna Supply Company, of which David J. Dalrymple is a 23.1% owner nor does it include 7,176 shares owned by his spouse, Joanne F. Dalrymple, of which shares David J. Dalrymple disclaims beneficial ownership. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that David J. Dalrymple may be deemed to beneficially own is 17.72%.
   
 

Robert H. Dalrymple
 

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Robert H. Dalrymple may be deemed to beneficially own is 699,731. This number consists of 67,690 shares held directly in Robert H. Dalrymple's name, 101,407 shares held in the name of David J. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under the NYSGMA, 78,316 shares held by Dalrymple Holding Corporation and 448,510 shares held by Dalrymple Family Limited Partnership. This number does not include 30,230 shares of the Issuer held by Susquehanna Supply Company, of which Robert H. Dalrymple is a 23.1% owner nor does it include 4,498 shares owned by his spouse, Elizabeth T. Dalrymple, of which shares Robert H. Dalrymple disclaims beneficial ownership. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Robert H. Dalrymple may be deemed to beneficially own is 17.72%.

   
 

Dalrymple Holding Corporation
 

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Dalrymple Holding Corporation beneficially owns is 78,316. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Dalrymple Holding Corporation beneficially owns is 1.98%.
   
 

Dalrymple Family Limited Partnership
 

For purposes of Section 13(d) of the Exchange Act, including the Rules and Regulations thereunder, the aggregate number of shares of the Common Stock of the Issuer that Dalrymple Family Limited Partnership may be deemed to beneficially own is 448,510 shares. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Dalrymple Family Limited Partnership may be deemed to beneficially own is 11.36%.
   
 

Item 5 is further amended by deleting part (b) in its entirety and inserting the following in place thereof:
   
 

(b)
   
 

David J. Dalrymple
   
 

David J. Dalrymple may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 699,731 shares of the Common Stock of the Issuer.
   
 

Robert H. Dalrymple
   
 

Robert H. Dalrymple may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 699,731 shares of the Common Stock of the Issuer.
   
 

Dalrymple Holding Corporation
   
 

Dalrymple Holding Corporation has shared voting and dispositive power over 78,316 shares of the Common Stock of the Issuer.
   
 

Dalrymple Family Limited Partnership
   
 

Acting through its two general partners, Dalrymple Family Limited Partnership has voting and dispositive power over 448,510 shares of the Common Stock of the Issuer.
   

Item 6.

Contracts, Arrangements, Understandings or

Relationships With Respect to Securities of the

Issuer.
   
 

Item 6 is hereby amended by deleting it in its entirety and inserting the following in the place thereof:

David J. Dalrymple and Robert H. Dalrymple are brothers. As a result of their close family relationship, the above-named individuals communicate regularly about a variety of concerns, including financial matters. Although there are no implicit or explicit arrangements, understandings or contracts among said persons with respect to the shares of this Issuer (other than pursuant to the terms of the Dalrymple Family Limited Partnership Agreement as described at Item 2 hereof), they each may rely in part on the advice and opinions of the other when making individual voting or dispositive decisions with respect to such shares.
   

Item 7.

Material to be Filed as Exhibits.
   
 

Item 7 is hereby amended and supplemented by adding the following as Exhibits to the Schedule 13D:
   
 

(1) Joint Filing Agreement, dated February 22, 2002 among David J. Dalrymple, Robert H. Dalrymple, Dalrymple Holding Corporation and Dalrymple Family Limited Partnership.
   
   
   

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2002

Signature: /s/David J. Dalrymple

Name: David J. Dalrymple.

 

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2002

Signature: /s/Robert H. Dalrymple

Name: Robert H. Dalrymple.

 

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2002

DALRYMPLE HOLDING CORPORATION

By: /s/David J. Dalrymple

Name: David J. Dalrymple

Title: President.

 

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2002

DALRYMPLE FAMILY LIMITED PARTNERSHIP

By: /s/David J. Dalrymple

Name: David J. Dalrymple.

Title: General Partner.

By: /s/Robert H. Dalrymple

Name: Robert H. Dalrymple.

Title: General Partner.

 

EXHIBIT INDEX
     

Exhibit No.

Description

Page No.
     

1

Joint Filing Agreement between

David J. Dalrymple, Robert H. Dalrymple, Dalrymple Holding Corporation and Dalrymple Family

Limited Partnership

17
     

SCHEDULE I

The name and present principal occupation of each of the executive officers and directors of Dalrymple Holding Corporation

18

 

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, as amended by Amendment No. 3, dated October 1, 1998 (the "Schedule 13D") with respect to the Common Stock, par value $0.01 per share, of Chemung Financial Corporation is, and any further amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, and that this agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 22nd day of February, 2002.

/s/David J. Dalrymple.

/s/Robert H. Dalrymple.

DALRYMPLE HOLDING CORPORATION

By /s/David J. Dalrymple, President

DALRYMPLE FAMILY LIMITED PARTNERSHIP

By /s/David J. Dalrymple, General Partner

 

SCHEDULE I

The name and present principal occupation of each of the executive officers and directors of Dalrymple Holding Corporation are set forth below. Unless otherwise noted, each of theses persons is a United States citizen and has as his or her business address 1209 Upper Broadway, Pine City, New York 14871.

Name

Position with

Reporting Person

Principal Occupation
     

David J. Dalrymple

President

Same
     

Edward C. Dalrymple, Jr.

Vice President

Same
     

Robert H. Dalrymple

Secretary

Same
     

Edward C. Dalrymple, Sr.

Treasurer

Same
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