-----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, W2TwRlT95ESL9u9flR1zMGi9op6o0DMcV3JT1budgGLxntsi6x+trxrqDzb4Hjgd SRHCQZZFguZ9l04Ps/mQxA== 0000723188-96-000002.txt : 19960523 0000723188-96-000002.hdr.sgml : 19960523 ACCESSION NUMBER: 0000723188-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960429 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960522 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANK SYSTEM INC CENTRAL INDEX KEY: 0000723188 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161213679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11716 FILM NUMBER: 96571179 BUSINESS ADDRESS: STREET 1: 5790 WIDEWATERS PKWY CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 3154452282 MAIL ADDRESS: STREET 1: 5790 WIDEWATERS PARKWAY CITY: DEWITT STATE: NY ZIP: 13214 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 29, 1996 (Date of earliest event reported) COMMUNITY BANK SYSTEM, INC. (Exact name of registrant as specified in charter) Delaware 0-11716 16-1213679 (State or other jurisdiction (Commission (IRS Employer of incorporation File number) Identification Number 5790 Widewaters Parkway, DeWitt, New York 13214 (Address of principal executive officer) (Zip Code) Registrant's telephone number, including area code: (315) 445-2282 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. See News Releases of Community Bank System, Inc. set forth on the following pages. Community Bank, N.A. 5790 Widewaters Parkway DeWitt, New York 13214 NEWS RELEASE For further information please contact: David G. Wallace Chief Financial Officer Office: (315) 445-2282 Fax: (315) 445-2997 FOR IMMEDIATE RELEASE CBSI Acquires Retirement Plan Administration Firm Syracuse, New York, April 29, 1996 -- Community Bank System, Inc.(NASDAQ NMS: CBSI), a DeWitt-based bank holding company with $1.2 billion in assets, and Benefit Plans Administrators (BPA), an independent third party administrator of defined benefit and defined contribution plans located in Utica, NY, announced today that they have signed a definitive agreement under which BPA would become a wholly-owned subsidiary of CBSI. The acquisition, which will be financed by issuing 40,625 shares of common stock, is expected to be completed by mid-year, subject to federal regulatory approval. Sanford A. Belden, President and Chief Executive Officer of CBSI, stated, "BPA's actuarial and recordkeeping expertise will provide valuable services to our commercial customers and add an important source of noninterest income to CBSI. BPA's revenues for its recent fiscal year end were $1.3 million. We know this company well, having worked with their people for several years as a supplier of services to the employee benefit trust business of our wholly-owned commercial banking subsidiary, Community Bank, N.A. (CBNA). An equally important thrust of the acquisition is the Bank's intention to market the sale of mutual funds and other investment products through BPA as well as offer mutual fund clearing services to clients of BPA and other third party administrators." Girald H. Mayer, who founded in 1973 what is now a 23 person firm with approximately 425 plans under administration and $350 million in plan assets, will remain as President and Chief Executive Officer of BPA. Jerry stated, "CBNA offers BPA clients added management depth, greater access to capital for ongoing technology investments, and a superior client servicing and distribution infrastructure." Belden concluded, "Our companies serve a similar customer base of small to medium sized companies and non profits, in the same or often contiguous geographical markets, with a focus on personalized, responsive service. Jerry and I are confident that the compatibility of our businesses will result in opportunities for referrals and cross selling of our respective commercial and personal financial products." Belden estimated that the new subsidiary combined with related fiduciary product sales of CBNA's trust department will be accretive to earnings during the second year of operation. CBSI is a registered bank holding company based in DeWitt, New York. Its wholly-owned banking subsidiary, Community Bank, N.A., has 49 customer facilities located throughout Northern New York, the Finger Lakes Region, the Southern Tier, and Southwestern New York. # # # SIGNATURES Pursuant to the requirements 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. COMMUNITY BANK SYSTEM, INC. (Registrant) by: /s/ Charles M. Ertel Charles M. Ertel Assistant Treasurer Date: May 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----