-----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, I5fYI5IgHDNuCUm4vt14KYT3sAhQ2OJic05nUBYnyRUmo1i+wIKxQ1DQXAbxD6P3 hS0uobEJvKhqWfAVW/CZog== 0001169232-07-002570.txt : 20070604 0001169232-07-002570.hdr.sgml : 20070604 20070604154620 ACCESSION NUMBER: 0001169232-07-002570 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070604 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 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: 07897420 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 d71667_8k.txt CURRENT REPORT 1213270.1 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): June 4, 2007 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 June 1, 2007, Community Bank System, Inc. (the "Company") completed its acquisition of TLNB Financial Corp., the parent of Tupper Lake National Bank as contemplated by the Agreement and Plan of Merger, dated as of January 9, 2007, by and among the Company, Tupper Acquisition Corp. and TLNB Financial Corporation. 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 June 4, 2007, announcing the completion of the merger with TLNB Financial Corp. 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: June 4, 2007 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated June 4, 2007, announcing the completion of the merger with TLNB Financial Corp. EX-99.1 2 d71667_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 Tupper Lake National Bank Acquisition Syracuse, N.Y. - June 4, 2007 - Community Bank System, Inc. (NYSE: CBU) has completed its acquisition of TLNB Financial Corporation, as previously announced in January. Based in Tupper Lake, N.Y., TLNB Financial Corporation is the parent of Tupper Lake National Bank, which operates five branches, including two in the Clinton County city of Plattsburgh, one in the Essex County village of Saranac Lake, and two in its Franklin County base of Tupper Lake. All branches have been re-branded as "Community Bank, N.A." facilities, and have begun operating as such beginning today. It also operates an insurance agency subsidiary, TLNB Insurance Agency, Inc., with offices in Tupper Lake and Plattsburgh, which has also been renamed as "CBNA Insurance Agency, Inc." An all-cash transaction valued at approximately $17.6 million, this acquisition is expected to have an accretive impact on earnings in 2008. As of March 31, 2007, Tupper Lake National Bank held approximately $100 million in assets, including $56 million of loans, and $87 million in customer deposits. "We enthusiastically welcome Tupper Lake National's customers and employees into the Community Bank, N.A. family," said Mark E. Tryniski, President and Chief Executive Officer of Community Bank System. "This transaction represents a very attractive expansion opportunity for us. Its Plattsburgh and Saranac Lake locations will mark our first entry into the counties of Clinton and Essex, respectively. It is a very logical extension of our northern New York footprint into markets that we've been looking to expand into for some time. In addition, it's an opportunity to strengthen our presence in Franklin County to a `number-one' market share position. 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. " Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company based in DeWitt, N.Y., with approximately $4.5 billion in assets and more than 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. Its other subsidiaries include: BPA-Harbridge, which provides actuarial, administration, consulting and daily valuation recordkeeping services for benefit plans from offices in Upstate New York, Pittsburgh, PA, and Houston, TX; Community Investment Services, Inc., a broker-dealer delivering financial products throughout the company's branch network; and Nottingham Advisors, a wealth management and advisory firm with offices in Buffalo, N.Y., and North Palm Beach, Fla. For more 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-----