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