-----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, QaNx/O8Co6ocjlFYVLQu6xkqPf0fRvvovhe73mZsEWXei+aCqbUNU1XbTk7ORkz7 g1/bGRHzGkgcgXwg1RaUZA== 0000763563-03-000122.txt : 20031106 0000763563-03-000122.hdr.sgml : 20031106 20031106122539 ACCESSION NUMBER: 0000763563-03-000122 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031106 GROUP MEMBERS: CATHERINE D. SMITH GROUP MEMBERS: ROBERT H. DALRYMPLE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DALRYMPLE DAVID J CENTRAL INDEX KEY: 0001073992 FILING VALUES: FORM TYPE: SC 13D 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-37095 FILM NUMBER: 03981539 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 1 edgar13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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) October 23, 2003 (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 SectionSection240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section240.13d-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). Page 1 of 21 Pages Persons who 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) 00 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 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 717,247 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 717,247 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 717,247 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN X SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.18% 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) 00 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 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 717,247 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 717,247 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 717,247 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN X SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.18% 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). Catherine D. Smith 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) 00 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 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 717,247 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 717,247 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 717,247 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN X SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.18% 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. USIP 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) 00 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 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 68,016 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 68,016 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,016 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN X SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.82% 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) 00 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 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 448,510 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH 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 X SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.99% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN INSTRUCTIONS FOR COVER PAGE (1) Names and L 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, Catherine D. Smith, 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 274 Coleman Avenue Elmira, NY 14903 (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 Catherine D. Smith (a) Name Catherine D. Smith (b) Residence Address 430 Pine Drive Jackson, WY 83001 (C) Present Principal Occupation None (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 2105 South 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, Robert H. Dalrymple and Catherine D. Smith are the three general partners of Dalrymple Family Limited Partnership. The same individuals are also the limited partners of said partnership. Pursuant to the terms of the partnership agreement, said 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 February 5, 2002 David J. Dalrymple has acquired 3,700 shares by purchase on the open market in numerous separate trades (the only one of which occurred within the last 60 days being David J. Dalrymple's purchase of 2,200 shares on October 23, 2003 for $32.25 per share in a private transaction) and in addition has acquired 10,300 shares purchased as co-trustee of a trust under the Will of Mary Ellen Dalrymple, all of which shares were purchased from Dalrymple Holding Corporation, a joint filer of this Form 13D. Since February 5, 2002 Robert H. Dalrymple has acquired no additional shares except that he did as co-trustee acquire 10,300 shares purchased as co-trustee of a trust under the Will of Mary Ellen Dalrymple, all of which shares were purchased from Dalrymple Holding Corporation, a joint filer of this Form 13D. 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 717,247. This number consists of 105,107 shares held directly in David J. Dalrymple's name, 64,690 shares held in the name of Robert H. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 13,008 shares held in the name of Catherine D. Smith, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 68,016 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 10,300 shares held as co-trustee of trusts under the Will of Mary Ellen Dalrymple. 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 7,276 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 19.18%. 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 717,247. This number consists of 64,690 shares held directly in Robert H. Dalrymple's name, 105,107 shares held in the name of David J. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 13,008 shares held in the name of Catherine D. Smith, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 68,016 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 10,300 shares held as co-trustee of trusts under the Will of Mary Ellen Dalrymple. 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 5,007 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 19.18%. Catherine D. Smith 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 Catherine D. Smith may be deemed to beneficially own is 717,247. This number consists of 13,008 shares held directly in Catherine D. Smith's name, 3,808 shares held by Catherine D. Smith as custodian for her children under NYSGMA, 64,690 shares held directly in Robert H. Dalrymple's name, 105,107 shares held in the name of David J. Dalrymple, 3,808 shares held by David J. Dalrymple as custodian for his children under NYSGMA, 68,016 shares held by Dalrymple Holding Corporation, 448,510 shares held by Dalrymple Family Limited Partnership and 10,300 shares held by David J. Dalrymple and Robert H. Dalrymple as co-trustees of trusts under the Will of Mary Ellen Dalrymple. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Catherine D. Smith may be deemed to beneficially own is 19.18%. 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 68,016. The aggregate percentage of the issued and outstanding Common Stock of the Issuer that Dalrymple Holding Corporation beneficially owns is 1.82%. 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 11.99%. 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 717,247 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 717,247 shares of the Common Stock of the Issuer. Catherine D. Smith Catherine D. Smith may be deemed to share power to vote or direct the voting and share power to dispose or direct the disposition of 717,247 shares of the Common Stock of the Issuer. Dalrymple Holding Corporation Dalrymple Holding Corporation has shared voting and dispositive power over 68,016 shares of the Common Stock of the Issuer. Dalrymple Family Limited Partnership Acting through its three 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, Robert H. Dalrymple and Catherine D. Smith are siblings. 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 others 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 November 6, 2003 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: November 6, 2003 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: November 6, 2003 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: November 6, 2003 Signature: __s/ Catherine D. Smith___________________________ Name: Catherine D. Smith. 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: November 6, 2003 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: November 6, 2003 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. By: ___s/ Catherine D. Smith__________ Name: Catherine D. Smith. Title: General Partner. EXHIBIT INDEX Exhibit No. Description Page No. 1 Joint Filing Agreement between David J. Dalrymple, Robert H. Dalrymple, Catherine D. Smith, Dalrymple Holding Corporation and Dalrymple Family Limited Partnership 20 SCHEDULE I The name and present principal occupation of each of the executive officers and directors of Dalrymple Holding Corporation 21 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, as amended by Amendment No. 5, dated November 6, 2003 (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 6th day of November, 2003. __s/ David J. Dalrymple_________________ David J. Dalrymple. __s/ Robert H. Dalrymple________________ Robert H. Dalrymple. __s/ Catherine D. Smith_________________ Catherine D. Smith. DALRYMPLE HOLDING CORPORATION By: __s/ David J. Dalrymple______________ David J. Dalrymple, President DALRYMPLE FAMILY LIMITED PARTNERSHIP By: __s/ David J. Dalrymple______________ 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 2105 South Broadway, Pine City, New York 14871. Position with Name Reporting Person Principal Occupation David J. Dalrymple President Same Edward C. Dalrymple, Vice President Same Jr. Robert H. Dalrymple Secretary Same Edward C. Dalrymple, Treasurer Same Sr. -----END PRIVACY-ENHANCED MESSAGE-----