-----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, Of3UaDQj3fgWieRseKW1nKsBwr5TEBBznaA6RRkg/K6uA4bSaaPnN0wEeu1oeEkH KVbooc6faN78Jt3DlwKgsA== 0000723188-01-000002.txt : 20010214 0000723188-01-000002.hdr.sgml : 20010214 ACCESSION NUMBER: 0000723188-01-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010212 ITEM INFORMATION: FILED AS OF DATE: 20010213 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: 1535557 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.htm FORM 8K 8K
                      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): January 26, 2001


                           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.

      Effective as of 5:00 p.m. on January 26, 2001, Community Bank, N.A.
("Community Bank"), a wholly-owned banking subsidiary of Community Bank
System, Inc. (the "Company"), consummated its merger (the "Merger") with The
Citizens National Bank of Malone ("Citizens National Bank"), with Community
Bank surviving the Merger as the continuing bank.  In the Merger, the Company
issued approximately 952,000 shares of its common stock to the former
shareholders of Citizens National Bank, of which 648,100 shares were issued
from the Company's treasury stock holdings and the remainder was issued from
the authorized but unissued shares of the Company's common stock.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
(c)   Exhibits.

            Exhibit No.                         Description
            -----------                         -----------

               99.1                       Joint Press Release, dated January
                              29, 2001, issued by Community Bank System, Inc.
                              and The Citizens National Bank of Malone.




                                  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

Date: February 13, 2001




                                                                  Exhibit 99.1
                                                                  ------------

                                       For further information please contact:
                          David G. Wallace, S.V.P. and Chief Financial Officer
                                                       Office:  (315) 445-7310
                                                          Fax:  (315) 445-2997

                                             James A. Wears, President Banking
                                                        Office: (315) 379-4535
FOR IMMEDIATE RELEASE                                 Fax:   (315) 379-4622

             CITIZENS NATIONAL AND COMMUNITY BANK COMPLETE MERGER

      Syracuse, New York, and Malone, New York, January 29,
2001-----Community Bank, N.A. (CBNA) , a wholly-owned banking subsidiary of
Community Bank System, Inc. (NYSE: CBU), is pleased to announce the
successful completion of its merger with Citizens National Bank of  Malone.

      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, has 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."  The branches are located in Brushton,
Chateaugay, Hermon, and Malone (2).  Mr. Belden welcomed the customers and
employees in these branches, stating that the new locations strategically
fill in or add adjacent markets to CBNA's existing branch network, strengthen
service delivery efficiency, enlarge the marketplace for loan and fee income
products, and bring new products to the former Citizens customers.

     Separately,  in late  November  2000,  CBU  announced  its first  strategic
partnership outside of New York State with the signing of a definitive agreement
with First  Liberty Bank Corp.  (NASDAQ-OTC:  FLIB),  a $647 million  asset,  13
branch commercial bank based in Jermyn,  Pennsylvania,  to acquire all the stock
ofFLIB and merge First Liberty Bank  &&Trust  into Community  Bank, N.A.
(CBNA),  operating under its present name in Pennsylvania as a division of CBNA.
Subject to shareholder and regulatory approvals,  the transaction is expected to
close in second quarter 2001.

      CBU is a registered bank holding company based in DeWitt, N.Y.  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, now having 72 customer
facilities and 52 ATM's stretching diagonally from Northern New York to the
Southern Tier and west to Lake Erie.

      Other subsidiaries within the CBU family are Elias Asset Management,
Inc., an investment management firm based in Williamsville, N.Y.; Benefit
Plans Administrative Services, Inc. (BPA), a pension administration and
consulting firm located in Utica, N.Y. which serves 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 offices in Jamestown and
Lockport, N.Y.; and Community Financial Services, Inc. (CFSI), an insurance
agency based in Olean, N.Y., specializing in long-term health care and other
selected products.

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