-----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, KUthNNlV7ihkzYar/tdoNbSCDfYI+6EUwT71SsCzWYzh4rfwncq8FiwajR8k472D bW7a6v3UVWnqVjwHaeKmsA== 0000950123-07-000307.txt : 20070111 0000950123-07-000307.hdr.sgml : 20070111 20070111111654 ACCESSION NUMBER: 0000950123-07-000307 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070109 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 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: 1934 Act SEC FILE NUMBER: 001-13695 FILM NUMBER: 07525028 BUSINESS ADDRESS: STREET 1: 5790 WIDEWATERS PKWY CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 8007242262 MAIL ADDRESS: STREET 1: 5790 WIDEWATERS PARKWAY CITY: DEWITT STATE: NY ZIP: 13214 8-K 1 y28870e8vk.htm FORM 8-K 8-K
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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): January 9, 2007
Community Bank System, Inc.
(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
 
(Address of principal executive offices)
  (Zip Code)
Registrant’s telephone number, including area code: (315) 445-2282
 
(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:
o   Written 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))

 


TABLE OF CONTENTS

Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE


Table of Contents

Section 8 — Other Events
Item 8.01 Other Events
On January 9, 2007, Community Bank System, Inc. (the “Company”) entered into an Agreement and Plan of Merger with TLNB Financial Corp., a bank holding company headquartered in Tupper Lake, New York and the parent of The Tupper Lake National Bank, in an all-cash transaction valued at $34.75 per share, or approximately $17.6 million in the aggregate. This acquisition, which is subject to regulatory and TLNB Financial Corp. shareholder approval, is expected to close during the second quarter of 2007.
Further details are contained in the press release attached hereto as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
     The following Exhibit is filed as an exhibit to this Form 8-K.
         
Exhibit No.       Description
99.1
      Press Release, dated January 9, 2007, announcing the execution of a definitive merger agreement with TLNB Financial Corp.
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/ Mark E. Tryniski
 
       
 
      Name: Mark E. Tryniski
Title: President and Chief Executive Officer
Dated: January 11, 2007
       

 


Table of Contents

EXHIBIT INDEX
         
Exhibit No.       Description
99.1
      Press Release, dated January 9, 2007, announcing the execution of a definitive merger agreement with TLNB Financial Corp.

 

EX-99.1 2 y28870exv99w1.htm EX-99.1: PRESS RELEASE EX-99.1
 

(COMMUNITY BANK LOGO)
COMMUNITY BANK SYSTEM, INC.
5790 Widewaters Parkway
DeWitt, N.Y. 13214
For further information contact:
Scott A. Kingsley
E.V.P. and Chief Financial Officer
(315) 445-3121
Community Bank System to Acquire Tupper Lake National Bank
        Syracuse, N.Y. — January 9, 2007 — Community Bank System, Inc. (NYSE: CBU) has entered into an agreement to acquire TLNB Financial Corporation, parent company of Tupper Lake National Bank, in an all-cash transaction valued at approximately $17.6 million, or $34.75 per share.
        Based in Tupper Lake, N.Y., Tupper Lake National Bank operates five branches in the northeastern New York State cities of Tupper Lake, Plattsburgh and Saranac Lake, as well as an insurance subsidiary, TLNB Insurance Agency, Inc. All together the company has approximately $100 million in assets and $87 million of deposits.
        “This transaction represents a very attractive opportunity for us,” said Community Bank System President and Chief Executive Officer, Mark E. Tryniski. “Its Plattsburgh and Saranac Lake locations will mark our first entry into the counties of Clinton and Essex, respectively. It is a very logical extension of our northern New York footprint into markets that we’ve been looking to expand into for some time. In addition, it’s an opportunity for us to strengthen our presence in Franklin County to a ‘number-one’ market share position, via its two Tupper Lake branches. And like nearly all of the acquisitions we’ve made in recent years, we’ll be gaining a customer base that has not had access to the breadth of retail, commercial, and financial services products we offer.”
        The transaction is expected to be completed during the second quarter of 2007, pending regulatory and TLNB Financial shareholder approval.
        “This is an excellent relationship for Tupper Lake National Bank customers, employees, and shareholders,” said Martin M. Bier, TLNB Financial President and Chief Executive Officer. “Community Bank is an ideal partner for us. It has a long-standing presence in the Northern New York region and is clearly committed to our markets. It has a proven management team and board of directors with a clear strategy for growth, and a long track record of superior results. Our customers will benefit by gaining access to a wider range of products from a company whose culture is driven by exceptional customer service and the same community-based values under which we operate. In addition, the opportunities for advancement for our associates are now greater than ever before, which should help ensure a smooth transition for Tupper Lake National Bank’s dedicated team of employees.”
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Community Bank System to Acquire Tupper Lake Nat’l Bank
Page 2 of 2
        Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company based in DeWitt, N.Y., with approximately $4.4 billion in assets and more than 130 customer facilities. Its wholly-owned banking subsidiary operates as Community Bank, N.A. across Upstate New York, and as First Liberty Bank & Trust throughout Northeastern Pennsylvania. Its other subsidiaries include: BPA-Harbridge, which provides actuarial, administration, consulting and daily valuation recordkeeping services for benefit plans from offices in Upstate New York, New England, and Pennsylvania; Community Investment Services, Inc., a broker-dealer delivering financial products throughout the company’s branch network; and Nottingham Advisors, a wealth management and advisory firm with offices in Buffalo, N.Y., and North Palm Beach, Fla. For more information, please visit our websites at: www.communitybankna.com or www.firstlibertybank.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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