UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
Community Bank System, Inc. (“Community Bank System”) issued a press release today announcing the completion of its acquisition of Steuben Trust Corporation, a New York corporation (“Steuben”) on June 12, 2020, pursuant to the Agreement and Plan of Merger, dated as of October 18, 2019 (the “Merger Agreement”), by and between Community Bank System and Steuben. Under the terms of the Merger Agreement, Steuben merged with and into Community Bank System (the “Merger”), with Community Bank System being the surviving corporation of the Merger, and Steuben Trust Company (“Steuben Trust”), a wholly owned subsidiary of Steuben, merged with and into Community Bank, N.A. (“Community Bank”), a wholly owned subsidiary of Community Bank System, with Community Bank continuing as the surviving bank.
The total consideration payable to Steuben’s stockholders consists of approximately $21.3 million in cash and approximately 1,363,500 shares of Community Bank System common stock, par value $1.00 per share (“Community Common Stock”). Under the terms of the Merger Agreement, Steuben’s stockholders are entitled to receive, for each share of Steuben common stock they own, a combination of $12.60 in cash and 0.8054 shares of Community Common Stock, plus cash in lieu of fractional shares.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement which was filed as Exhibit 2.1 to Community Bank System's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2019, and is incorporated herein by reference.
A copy of Community Bank System's press release dated June 15, 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release, dated June 15, 2020 |
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: Title: |
George J. Getman EVP and General Counsel | |
Dated: June 15, 2020