-----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, K/cYCsb17+WX1rvHdhQ18T1azVeIeGiPt1yY95pU4iawc3sB0ixuWs+olfi83X8b Y7RWFzTpSbTjaHnh/Z4jUw== 0001169232-06-003514.txt : 20060816 0001169232-06-003514.hdr.sgml : 20060816 20060816144702 ACCESSION NUMBER: 0001169232-06-003514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060814 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060816 DATE AS OF CHANGE: 20060816 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: 061037988 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 d69033_8k.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 14, 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 14, 2006, Community Bank System, Inc. (the "Company") announced the completion of its acquisition of ES&L Bancorp, Inc., as contemplated by the Agreement and Plan of Merger, dated as of April 20, 2006, by and among the Company, ESL Acquisition Corp. and ES&L Bancorp, Inc. 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 14, 2006, announcing the completion of the merger with ES&L Bancorp, Inc. 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 16, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated August 14, 2006, announcing the completion of the merger with ES&L Bancorp, Inc. EX-99.1 2 d69033_ex99-1.txt PRESS RELEASE Exhibit No. 99.1 [LOGO] COMMUNITY BANK SYSTEM, INC. For further information contact: 5790 Widewaters Parkway Scott A. Kingsley DeWitt, N.Y. 13214 E.V.P. and Chief Financial Officer (315) 445-3121 Community Bank System Completes ES&L Bancorp Acquisition Syracuse, N.Y. - August 14, 2006 - Community Bank System, Inc. (NYSE: CBU) has completed its acquisition of ES&L Bancorp, Inc., previously announced on April 21. Based in Elmira, N.Y., ES&L Bancorp is the parent company of Elmira Savings and Loan, F.A., a federally chartered thrift operating as a community bank. With roots dating back to 1888, the company has two branches in the cities of Elmira and Ithaca, as well as mortgage and title insurance subsidiaries, all of which combine to total approximately $210 million in assets, including $190 million in loans. An all-cash transaction valued at approximately $39 million, this acquisition is expected to be immediately accretive to earnings. As previously indicated, ES&L Bancorp President William A. McKenzie will remain with Community Bank System as a Senior Regional Vice President, bringing his significant market knowledge and experience to work for the company. "We are very pleased to welcome ES&L Bancorp's customers and employees into the Community Bank, N.A. family," said Mark E. Tryniski, President and Chief Executive Officer of Community Bank System. "We are equally pleased to be extending our presence in the Elmira region, and to be entering the Ithaca community for the first time. We're confident that the greater breadth of banking and financial services products which we offer will be well received by consumers within these markets. This is an excellent expansion opportunity, and we look forward to taking an active role within these vibrant communities." Community Bank System, Inc. is a registered bank holding company based in DeWitt, N.Y. (near Syracuse), with $4.4 billion in assets and approximately 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. For further information please visit our websites at www.communitybankna.com or www.firstlibertybank.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----