-----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, AjFBkgm9kBcBMPx/zfmaPW7Air09cKMQ+rRTTeL+8myc9UyU6cpNTBgl/lbptFG0 jsxaU9p217Ei+cwGpesv0w== /in/edgar/work/20000918/0000723188-00-000013/0000723188-00-000013.txt : 20000923 0000723188-00-000013.hdr.sgml : 20000923 ACCESSION NUMBER: 0000723188-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000913 ITEM INFORMATION: FILED AS OF DATE: 20000918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANK SYSTEM INC CENTRAL INDEX KEY: 0000723188 STANDARD INDUSTRIAL CLASSIFICATION: [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: 724439 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 0001.txt 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 (Date of earliest event reported): September 13, 2000 COMMUNITY BANK SYSTEM, INC. -------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-11716 16-1213679 - --------------- ---------------------- ---------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 5790 Widewaters Parkway, DeWitt, New York 13214 - -------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip code) (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 13, 2000, Community Bank, N.A. (the "Bank"), a wholly-owned subsidiary bank of Community Bank System, Inc., and The Citizens National Bank of Malone ("Citizens") issued a joint press release announcing the execution of a letter of intent which provides for the merger of Citizens with and into the Bank. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated September 13, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMMUNITY BANK SYSTEM, INC. By: /s/ Sanford A. Belden ------------------------- Name: Sanford A. Belden Title: President and Chief Executive Officer EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 David G. Wallace, S.V.P. and Chief Financial Officer Office: (315) 445-7310 Fax: (315) 445-2997 FOR IMMEDIATE RELEASE CITIZENS NATIONAL AND COMMUNITY BANK ANNOUNCE INTENT TO MERGE Syracuse, New York, and Malone, New York, September 13, 2000-----The Citizens National Bank of Malone and Community Bank, N.A. jointly announced that they have signed a letter of intent providing for the merger of Citizens Bank into Community Bank. Pursuant to the proposed merger, stockholders of Citizens Bank will receive 1.70 shares of registered common stock of Community Bank System, Inc., the holding company of Community Bank. Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company with $1.9 billion in assets, based in DeWitt, New York. Paul M. Cantwell, Jr., President of Citizens Bank, stated, "Our stockholders, customers, employees and the communities we serve, all stand to benefit from this combination of two well-respected banking companies. Our stockholders will benefit by becoming shareholders in a New York Stock Exchange listed company. All our customers will now have access to an extensive set of banking services including Internet banking, secondary mortgage products, indirect lending, floor plan lending, agricultural lending and cash management. They will also be able to utilize financial services such as trust, insurance, benefit plan administration and investment management. Community Bank, N.A. shares our rich heritage of involvement in and dedicated service to the communities where we live and do business. Citizens' Board of Directors will continue to serve as members of an Advisory Council. Our employees will have access to a much broader range of banking positions and opportunities through Community Bank's network of 70 branches and operations/administrative centers." Sanford A. Belden, President and Chief Executive Officer of Community Bank, stated, "Citizens' five branches, with their $100 million in deposits and $60 million in loans, will be merged into Community Bank, N.A., extending our strong market presence in Northern New York, a region where we have been banking very profitably since 1866. Their strong retail deposit base will strengthen our funding sources, and their loyal customer base represents an opportunity to cross sell our more extensive set of financial products and services. The proximity of these branches to our main operations and management center in Canton will enable us to operate the five branches very efficiently. Based on the proposed merger terms and our due diligence to date, we expect the transaction to be slightly dilutive to earnings per share in 2001." The proposed merger is conditioned upon negotiation and approval of a definitive merger agreement and approval by the Board of Directors of both banks and the shareholders of Citizens Bank, as well as other regulatory approvals. Further details of the proposed transaction are not available at this time. Citizens Bank has agreed not to solicit or pursue other transactions and to pay a termination fee under certain circumstances. The transaction is expected to close in the fourth quarter of 2000, subject to completion of a definitive agreement and satisfaction of other contingencies. This document contains comments or information that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks are detailed in the Company's Annual Report and Form 10-K to the Securities and Exchange Commission. The Citizens National Bank of Malone is an eighty-year-old commercial bank with $118 million in assets as of year-end 1999. It has two offices and a drive-up facility located in Malone, Franklin County, New York; two branches in Brushton and Chateaugay in Franklin County; and one in Hermon in St. Lawrence County. It operates four ATM's. Community Bank System, Inc. (CBSI) is a registered bank holding company based in DeWitt, New York. Its wholly-owned banking subsidiary, Community Bank, N.A. (http://www.communitybankna.com), is the fifth largest commercial banking ------------------------------ franchise headquartered in Upstate New York, having 67 customer facilities and 50 ATM's stretching diagonally from Northern New York to the Southern Tier and west to Lake Erie. Other subsidiaries within the CBSI family are Elias Asset Management, Inc., an investment management firm with $700 million under management, based in Williamsville, New York; Benefit Plans Administrative Services, Inc. (BPA), a pension administration and consulting firm located in Utica, New York, serving sponsors of defined benefit and defined contribution plans; Community Investment Services, Inc. (CISI), a broker/dealer delivering financial products from selected locations within Community Bank's branch system and from an office in Lockport, NY; and Community Financial Services, Inc. (CFSI), an insurance agency based in Olean, NY, specializing in long-term health care and other selected products. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----