8-K

UNITED STATES

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):  December 13, 2013

 

(Exact name of registrant as specified in its charter)

Delaware	001-13695	16-1213679
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5790 Widewaters Parkway, DeWitt, New York		13214-1883
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (315) 445-2282
	Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01               Completion of Acquisition or Disposition of Assets.

On December 13, 2013, Community Bank, National Association (the “Community Bank”), the wholly-owned banking subsidiary of Community Bank System, Inc. (the “Company”), completed its acquisition of eight branches from Bank of America, National Association (“Bank of America”) as contemplated by the previously announced Purchase and Assumption Agreement, by and between Community Bank and Bank of America, dated as of July 23, 2013.  As part of the transaction, Community Bank acquired approximately $303.1 million of net deposits and approximately $0.9 million of net performing loans and paid a premium of approximately $7.3 million.

The acquired branches were converted and opened as Community Bank branches on December 14, 2013 and are locatedacross Community Bank’s Northeast Pennsylvania markets, with five of the acquired branches located in Luzerne County, two located in Carbon County and one located in Lackawanna County.

A copy of the Company’s press release, dated December 16, 2013, announcing the completion of the transaction is attached hereto as Exhibits 99.1.

Item 9.01               Financial Statements and Exhibits

(a)           Financial Statements of Business Acquired

The acquisition of the branches and related deposits and loans does not represent the acquisition of a business as specified in Rule 3-05(b) of Regulation S-X and therefore historical financial statements are not required.

(b)           Pro Forma Financial Information.

Pro forma financial information is not required in connection with this acquisition pursuant to Article 11 of Regulation S-X.

(c)           Not Applicable.

(d)           Exhibits

99.1         Press Release, dated December 16, 2013

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 hereunto duly authorized.

Community Bank System, Inc.

	By:  /s/ George J. Getman
	Name:  George J. Getman
	Title:  EVP and General Counsel
Dated:  December 19, 2013

EX-99.1

Exhibit 99.1

	News Release
For further information, please contact:
	Scott A. Kingsley, E.V.P. and
	Chief Financial Officer
	Office: (315) 445-3121
	Fax: (315) 445-7347

For Immediate Release

COMMUNITY BANK, N.A.

COMPLETES ACQUISITION OF EIGHT FORMER BANK OF AMERICA BRANCHES IN NORTHEAST PENNSYLVANIA

Syracuse, N.Y. — December 16, 2013 — Community Bank System, Inc. (NYSE: CBU) through its wholly-owned banking subsidiary, Community Bank, N.A. is pleased to announce its acquisition of eight branch-banking locations across its Northeast Pennsylvania markets from Bank of America, N.A.  Five of the acquired branches are located in Luzerne County, one is located in Lackawanna County and two are located in Carbon County.

The acquisition, which adds over $310 million in customer deposit accounts, strengthens the Company’s ability to provide exceptional service to consumer, business banking and private banking clients in Northeastern Pennsylvania while growing its presence and acquiring new customers.

Community Bank has provided information to customers regarding the transition of these locations and their accounts over the past several months.  Customers with further questions can contact any Community Bank branch office or call 1-800-388-4679.

“We are delighted to welcome the employees and customers of these eight branch-banking centers to Community Bank, N.A.,” said Mark Tryniski, Community Bank’s CEO.  “We have worked very hard to make the transition as simple as possible for customers and we are pleased to continue serving them and the community with the same team of professionals they have come to know and trust.”

Headquartered in DeWitt, New York, Community Bank System, Inc. has $7.3 billion in assets and over 180 customer facilities.  The Company’s banking subsidiary, Community Bank, N.A. operates across Upstate New York and Northeastern Pennsylvania.  Its other subsidiaries include: Benefit Plans Administrative Services, Inc., a national employee benefits consulting and trust administration firm; the CBNA Insurance Agency, with offices in five northern New York communities; Community Investment Services, Inc., a wealth management firm delivering a wide range of financial products throughout the Company’s branch network; and Nottingham Advisors, an investment management and advisory firm.  For more information, visit: www.communitybankna.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements. CBU does not assume any duty to update forward-looking statements.

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