-----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, J2us7CIraB1A4/kp4DmcuOrSfIHzh5E2yGTHx7+RVTmwXW7+VLFG+dT6jt8PDY7X GPThDE5z77vKcDuqVQLYxQ== 0001169232-06-003315.txt : 20060807 0001169232-06-003315.hdr.sgml : 20060807 20060807155657 ACCESSION NUMBER: 0001169232-06-003315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 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: 061009041 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 d68908_8-k.txt CURRENT REPORT 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): August 2, 2006 Community Bank System, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13695 16-1213679 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 - Other Events Item 8.01 Other Events On August 2, 2006, Community Bank System, Inc. (the "Company") entered into an Agreement and Plan of Merger with ONB Corporation, a bank holding company headquartered in Clifton Springs, New York, to acquire Ontario National Bank in an all-cash transaction valued at $210 per share, or approximately $15.7 million in the aggregate. This acquisition, which is subject to regulatory approval and vote of ONB Corporation shareholders, is expected to close during the fourth quarter of 2006. 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 August 3, 2006, announcing the execution of a definitive merger agreement with ONB Corporation. 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: August 7, 2006 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated August 3, 2006, announcing the execution of a definitive merger agreement with ONB Corporation. EX-99.1 2 d68908_ex99-1.txt PRESS RELEASE Exhibit No. 99.1 [LOGO] News Release COMMUNITY BANK SYSTEM, INC. 5790 Widewaters Parkway, DeWitt, N.Y. 13214 For further information, please contact: Scott A. Kingsley, EVP & Chief Financial Officer, Community Bank System, Inc. Office: (315) 445-3121 Fax: (315) 445-7347 or Jerry W. Zehr, President and CEO ONB Corporation Office: (315) 462-2511 Fax: (315) 462-2058 COMMUNITY BANK SYSTEM TO ACQUIRE ONTARIO NATIONAL BANK $95 MILLION-ASSET BANK TO STRENGTHEN CBU'S FINGER LAKES FOOTPRINT Syracuse, N.Y. - August 3, 2006 - Community Bank System, Inc. (NYSE: CBU) has entered into an agreement to acquire ONB Corporation, the parent of Ontario National Bank, headquartered in Clifton Springs, N.Y., in an all-cash transaction valued at $210 per share, or approximately $15.7 million in the aggregate. This acquisition, which is subject to regulatory approval and vote of ONB Corporation shareholders, is expected to close during the fourth quarter of 2006 and be immediately accretive to earnings. As of June 30, 2006, Ontario National Bank held $95 million in assets, $83 million in deposits and $60 million in loans. It currently operates four branches, including three in the Ontario County villages of Clifton Springs (2) and Phelps, and one in the Wayne County village of Palmyra, in addition to 11 ATMs located throughout the two-county region. All branches will be re-branded as Community Bank, N.A facilities, the operating name of CBU's banking subsidiary within New York State. "This is an excellent opportunity for us to strengthen our position within the Northern Finger Lakes region," said Mark Tryniski, Community Bank System's President and Chief Executive Officer. "While we already have a strong presence within both of these counties, this transaction allows us to nearly double our market share within a region that has been particularly productive for us over the past couple of years from a loan-generation perspective. We not only see this as an attractive region economically and demographically, but we are equally pleased to be gaining a group of customers who have not previously had access to the breadth of banking and financial services products we offer." Jerry Zehr, Ontario National Bank's President and Chief Executive Officer, remarked, "Our entire Board of Directors is particularly pleased to have found such an ideal merger partner as Community Bank System for our company. This organization has a tremendous track record of growth and success, and a wonderful set of community-based values. We are very happy to be able to place this organization in such capable hands. The Board expects Community Bank, N.A. will be a great fit and provide sustainable benefits for our customers, our employees and the communities we serve." Janney Montgomery Scott LLC served as financial advisor to Community Bank System, Inc.; Sandler O'Neill + Partners, L.P. served as exclusive financial advisor and provided a fairness opinion to ONB Corporation in connection with the transaction. Legal counsel for ONB Corporation is Harter Secrest & Emery LLP and for Community Bank System, Inc. is Bond, Schoeneck & King, PLLC. Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company based in DeWitt, N.Y. CBU's wholly-owned banking subsidiary has $4.1 billion in assets and approximately 130 customer facilities across Upstate New York, where it operates as Community Bank, N.A., and Northeastern Pennsylvania, where it operates as First Liberty Bank & Trust. For further 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----