0001127602-15-033977.txt : 20151214 0001127602-15-033977.hdr.sgml : 20151214 20151214162204 ACCESSION NUMBER: 0001127602-15-033977 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151214 DATE AS OF CHANGE: 20151214 ISSUER: 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 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 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK NA, a subsidiary of Community Bank System Inc DATE OF NAME CHANGE: 20130729 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK NA, a subsidiary of Community Bank System Inc. DATE OF NAME CHANGE: 20130726 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MICHAEL R KALLET CENTRAL INDEX KEY: 0001202795 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13695 FILM NUMBER: 151286212 MAIL ADDRESS: STREET 1: 182 MAIN STREET CITY: ONEIDA STATE: NY ZIP: 13421 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2015-12-04 0 0000723188 COMMUNITY BANK SYSTEM, INC. CBU 0001202795 MICHAEL R KALLET C/O COMMUNITY BANK SYSTEM, INC. 5790 WIDEWATERS PARKWAY DEWITT NY 13214 1 Common Stock 41741 D Common Stock 8759 I By Wife Common Stock 44868 I By Oneida Financial Corp. 401(k) Plan Common Stock 10226 I By Oneida Financial Corp. Employee Stock Ownership Plan Common Stock 5606 I By Trust under Will Common Stock 1988 I By IRA Pursuant to the Agreement and Plan of Merger, dated as of February 24, 2015 (the "Merger Agreement"), each share of Oneida Financial Corp. stock held by the reporting person was converted into and became exchangeable for shares of Community Bank System, Inc. common stock. Under the terms of the Merger Agreement, and subject to the allocation and proration procedures set forth therein, for each share of Oneida Financial common stock, the reporting person could elect to receive either (a) cash at the rate of $20.00 per share, (b) 0.5635 shares of Community Bank System, Inc. common stock, or (c) a combination of 60% Community Bank System, Inc. common stock and 40% cash, using the same 0.5635 exchange ratio and $20.00 per share cash price. At this time, the final merger consideration allocation and proration results for the reporting person's Oneida Financial Corp. shares are not available. Set forth above is the reporting person's estimate of the number of shares of Community Bank System, Inc. stock beneficially owned by the reporting person based upon the allocation and proration procedures set forth in the Merger Agreement. The reporting person will file an amended Form 3 once the final stock ownership numbers are available. Danielle M. Cima, pursuant to a Confirming Statement executed by Michael R. Kallet 2015-12-14 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): CONFIRMING STATEMENT Confirming Statement This Confirming Statement (?Statement?) confirms that the undersigned, Michael R. Kallet, has authorized, directed and designated each of Brian Fancher, George J. Getman and Danielle McCann Cima (each a ?Designee? and together, the ?Designees?), or either of them acting singly, to: (1) prepare, execute and file for and on behalf of the undersigned with the U.S. Securities and Exchange Commission (the ?SEC?) a Form ID, including amendments thereto, enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 and any rule or regulation thereunder; and (2) prepare, execute and file for and on behalf of the undersigned with the SEC and any stock exchange or similar authority, all Forms 3, 4, and 5, including any amendments thereto, that the undersigned is required to file as an officer and/or director of Community Bank System, Inc. (the ?Company?) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and any rule or regulation thereunder. The authority of the Designees under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and/or transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Designees. The undersigned acknowledges that the Designees are not assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Statement is not intended to be a power of attorney as defined in the New York General Obligations Law, Article 5, Title 15, Section 5-1501, and in the event this Statement is determined to be a power of attorney under such statute, this Statement shall not revoke any power of attorney previously executed by the undersigned and shall not be revoked by any subsequent power of attorney unless such subsequent power of attorney expressly provides that it revokes this Statement by referring to the date and subject hereof. Date: December 4, 2015 Undersigned?s Name: /s/ Michael R. Kallet (Print) Undersigned?s Signature: Michael R. Kallet