-----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, B48LVPEx0U2mR95PURPwpVnHyEJAS3m42tqloPc8+/AZrJ4z0mwh3Ht0wDh2wD9x WH7/pdZQCtJEEQTc8CCm8w== 0000723188-99-000007.txt : 19990420 0000723188-99-000007.hdr.sgml : 19990420 ACCESSION NUMBER: 0000723188-99-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990419 ITEM INFORMATION: FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANK SYSTEM INC CENTRAL INDEX KEY: 0000723188 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161213679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13695 FILM NUMBER: 99596528 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 8-K 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 19, 1999 (Date of earliest event reported) COMMUNITY BANK SYSTEM, INC. --------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-11716 16-1213679 -------- ------- ---------- State of other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 5790 WIDEWATERS PARKWAY, DEWITT, NEW YORK 13214 ----------------------------------------- ----- (Address of principal executive offices) (Zip Codes) Registrant's telephone numbers, including area code: (315) 445-2282 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ This report contains 5 pages Exhibit index located at page 2. Index Page Item 5. Other Events Summary disclosure on company website of recent insider trading activity and current insider stock holdings. Effective April 19, 1999, Community Bank System, Inc. (NYSE: CBU) will disclose recent insider trading activity and current insider stock holdings on its Web site (www.communitybankna.com). Insider trades will be summarized on the Web site from data obtained from reports filed pursuant to Section 16(a) of the Securities and Exchange Act of 1934. The information provided is to the best of the Company's knowledge accurate when issued but does not reflect information or trades after the stated date. The passage of time renders such information stale, and the Company cannot be responsible for any misimpressions which may result from the reading of dated information. CBSI Insider Trading Activity Since December 31, 1998 Objective: The Company encourages stock ownership by executive officers and directors as a way to more closely associate management and shareholder perspectives. The awarding of various forms of stock options to this group as well as to other selected employees is intended to facilitate such investment. The stock-based plans described in the Company's annual Proxy Statement reflect the goal to align officer and director compensation with the long-term interests of shareholders. The following information is being provided to better inform shareholders and investors regarding stock ownership and stock trades by senior executive officers and directors of the Company for the specified time periods. The information provided is to the best of the Company's knowledge accurate when issued but does not reflect information or trades after the stated issue date. The passage of time renders such information stale, and the Company cannot be responsible for any misimpressions which may result from the reading of dated information. All viewers should carefully check the dates of issuance of information, reports, and other items contained in or linked to this Web site.
- ---------------------------------------------------------------------------------------------------------------------------- Net Shares Acquired Shares Sold Investment Name & Position Date Number Ave. Price Number Ave. Price or (Proceeds) - ---------------------------------------------------------------------------------------------------------------------------- Sanford A. Belden 2/18/99 6,527 $ 17.44 6,527 $ 26.38 $ (58,315) Director, President and CEO Comment: Exercised and simultaneously sold 6,527 non-qualified options (ordinary income tax due upon exercise); options were granted in three installments during 1996. 2/18/99 7,094 $ 14.29 3,843 $ 26.38 $ (11) Comment: Swapped 3,843 existing shares in exercise of 7,094 incentive stock options; options were granted in three installments during 1994-1996. This trans- action increased total holdings to 36,811 shares compared to 33,560 shares as of March 23, 1998. James A. Gabriel 2/22/99 100 $ 26.69 $ 2,669 Chairman of the Board Comment: Current holdings are 27,810 shares compared to 26,960 shares as of March 23, 1998. Michael A. Patton 2/25/99 600 transferred $ - Regional President Comment: Shares held by daughter transferred from beneficially owned category due to change of address. Current holdings are 33,415 shares compared to 33,582 shares as of March 23, 1998. David G. Wallace 2/25/99 4,000 $ 7.38 4,000 $ 25.94 $ (74,250) Chief Financial Officer Comment: Exercised and simultaneously sold 4,000 non-qualified options (ordinary income tax due upon exercise); options were scheduled to expire on March 15, 1999 after a 10-year holding period. Current holdings are 24,713 shares compared to 23,596 shares as of March 23, 1998. Nicholas A. DiCerbo 2/26/99- 400 $ 25.48 $ 10,191 Director 4/9/99 Comment: Purchased shares in five separate transactions. 1,254 shares held by children transferred from beneficially owned category on December 31, 1998 due to change of address. Current holdings are 61,903 compared to 58,988 shares as of March 23, 1998. Richard C. Cummings 3/30/99 17,500 transferred $ - Director Comment: A trust, of which Director Cummings is a trustee, completed distribution of all its assets to two successor trusts. No sale of CBSI stock took place. Director Cummings is not a trustee of either successor trust. Previous sales of CBSI stock by the trust took place in the latter half of 1998 under the direction of an independent investment manager as part of rebalancing portfolio assets. Director Cummings' personal and beneficial holdings are now 16,414 shares compared to 36,021 shares as of March 23, 1998. John M. Burgess 4/5/99 2,000 $ 24.13 $ 48,250 Director Comment: Current holdings are 12,720 shares compared to 10,720 shares as of March 23, 1998. updated 4/13/99
- ---------------------------------------------------------------------------------------------------------------------------- Common Stock Beneficially Owned by CBSI Insiders Common Stock Beneficially Owned (a) Total As of March 22, 1999 Unexercised Director Shares Options Name Since Held Options (b) Total Percent (c) on 3/22/99 - ---------------------------------------------------------------------------------------------------------------------------- Sanford A. Belden 1992 36,811 3,000 39,811 0.55% 56,349 John M. Burgess 1991 10,720 28,672 39,392 0.54% 28,672 Richard C. Cummings 1983 33,914 11,166 45,080 0.62% 11,166 William M. Dempsey 1984 1,600 32,765 34,365 0.47% 32,765 Nicholas A. DiCerbo 1984 61,871 34,158 96,029 1.32% 34,158 James A. Gabriel 1984 27,810 36,935 64,745 0.89% 36,935 Lee T. Hirschey 1991 28,712 28,672 57,384 0.79% 28,672 David C. Patterson 1991 10,902 33,456 44,358 0.61% 33,456 William N. Sloan 1991 1,548 29,350 30,898 0.42% 29,350 Girard H. Mayer Subsid. Pres. 82,183 2,524 84,707 1.17% 10,150 Michael A. Patton Reg'n Pres. 33,282 21,436 54,718 0.75% 41,355 David G. Wallace CFO 24,233 22,668 46,901 0.64% 44,710 James A. Wears Reg'n Pres. 29,411 27,476 56,887 0.78% 47,405 Total 13 382,997 312,278 695,275 9.18% 435,143 Percent total CBSI shares outstanding 5.27% 4.30% 9.57% 5.99% CBSI shares outstanding at March 22, 1999: 7,262,829
- ---------------------------------------------------------------------------------------------------------------------------- Common Stock Beneficially Owned (a) Total As of March 23, 1998 Unexercised Director Shares Options Name Since Held Options (b) Total Percent (c) on 3/23/98 - ---------------------------------------------------------------------------------------------------------------------------- Sanford A. Belden 1992 33,560 570 34,130 0.45% 51,550 John M. Burgess 1991 10,720 6,845 17,565 0.23% 6,845 Richard C. Cummings 1983 36,021 6,845 42,866 0.56% 6,845 William M. Dempsey 1984 1,600 6,845 8,445 0.11% 6,845 Nicholas A. DiCerbo 1984 58,988 6,445 65,433 0.86% 6,445 James A. Gabriel 1984 26,960 6,845 33,805 0.44% 6,845 Lee T. Hirshey 1991 27,712 6,845 34,557 0.45% 6,845 Earl W. MacArthur 1983 4,128 6,845 10,973 0.14% 6,845 David C. Patterson 1991 10,778 6,845 17,623 0.23% 6,845 William N. Sloan 1991 1,531 6,845 8,376 0.11% 6,845 Girard H. Mayer Subsid. Pres. 81,308 670 81,978 1.08% 2,680 Michael A. Patton Reg'n Pres. 33,582 15,220 48,802 0.64% 35,080 David G. Wallace CFO 23,596 19,120 42,716 0.56% 42,940 James A. Wears Reg'n Pres. 29,011 21,250 50,261 0.66% 41,130 - ---------------------------------------------------------------------------------------------------------------------------- Total 14 379,495 118,035 497,530 6.44% 234,585 Percent total CBSI shares outstanding 4.99% 1.55% 6.54% 3.09% - ---------------------------------------------------------------------------------------------------------------------------- CBSI shares outstanding at March 23, 1998: 7,602,968
(a) Represents shares as to which named individual possessed sole or shared voting or investment power as of March 22, 1999 or March 23, 1998, respectively. Excludes deferred stock held by three directors received in lieu of cash compensation. See Company proxy for additional detail. (b) Includes shares that the named individuals currently have the right to acquire, or will have the right to acquire within 60 days of March 22, 1999 or March 23, 1998, respectively, through exercise of stock options issued by the Company. (c) Percentage for individuals includes shares held plus options (b) shown as a percent of Company shares outstanding plus each individual's options (b). Total percentage is based on shares held plus total options (b) of all individuals as a percent of Company shares outstanding plus total options (b) of all individuals. Pursuant to the requirements of the Securities and 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/ SANFORD A. BELDEN ----------------------- Sanford A. Belden President and Chief Executive Officer April 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----