SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 26, 2001
COMMUNITY BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11716 16-1213679
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214
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(Address of Principal Executive Offices) (Zip code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Effective as of 5:00 p.m. on January 26, 2001, Community Bank, N.A.
("Community Bank"), a wholly-owned banking subsidiary of Community Bank
System, Inc. (the "Company"), consummated its merger (the "Merger") with The
Citizens National Bank of Malone ("Citizens National Bank"), with Community
Bank surviving the Merger as the continuing bank. In the Merger, the Company
issued approximately 952,000 shares of its common stock to the former
shareholders of Citizens National Bank, of which 648,100 shares were issued
from the Company's treasury stock holdings and the remainder was issued from
the authorized but unissued shares of the Company's common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Joint Press Release, dated January
29, 2001, issued by Community Bank System, Inc.
and The Citizens National Bank of Malone.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, 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/ Sanford A. Belden
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Name: Sanford A. Belden
Title: President and Chief Executive
Officer
Date: February 13, 2001
Exhibit 99.1
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For further information please contact:
David G. Wallace, S.V.P. and Chief Financial Officer
Office: (315) 445-7310
Fax: (315) 445-2997
James A. Wears, President Banking
Office: (315) 379-4535
FOR IMMEDIATE RELEASE Fax: (315) 379-4622
CITIZENS NATIONAL AND COMMUNITY BANK COMPLETE MERGER
Syracuse, New York, and Malone, New York, January 29,
2001-----Community Bank, N.A. (CBNA) , a wholly-owned banking subsidiary of
Community Bank System, Inc. (NYSE: CBU), is pleased to announce the
successful completion of its merger with Citizens National Bank of Malone.
Sanford A. Belden, President and Chief Executive Officer of Community
Bank, stated, "Citizens' five branches, with their $100 million in deposits
and $60 million in loans, has merged into Community Bank, N.A., extending our
strong market presence in Northern New York, a region where we have been
banking very profitably since 1866." The branches are located in Brushton,
Chateaugay, Hermon, and Malone (2). Mr. Belden welcomed the customers and
employees in these branches, stating that the new locations strategically
fill in or add adjacent markets to CBNA's existing branch network, strengthen
service delivery efficiency, enlarge the marketplace for loan and fee income
products, and bring new products to the former Citizens customers.
Separately, in late November 2000, CBU announced its first strategic
partnership outside of New York State with the signing of a definitive agreement
with First Liberty Bank Corp. (NASDAQ-OTC: FLIB), a $647 million asset, 13
branch commercial bank based in Jermyn, Pennsylvania, to acquire all the stock
ofFLIB and merge First Liberty Bank &&Trust into Community Bank, N.A.
(CBNA), operating under its present name in Pennsylvania as a division of CBNA.
Subject to shareholder and regulatory approvals, the transaction is expected to
close in second quarter 2001.
CBU is a registered bank holding company based in DeWitt, N.Y. Its
wholly-owned banking subsidiary, Community Bank, N.A.
(http://www.communitybankna.com), is the fifth-largest commercial banking
franchise headquartered in Upstate New York, now having 72 customer
facilities and 52 ATM's stretching diagonally from Northern New York to the
Southern Tier and west to Lake Erie.
Other subsidiaries within the CBU family are Elias Asset Management,
Inc., an investment management firm based in Williamsville, N.Y.; Benefit
Plans Administrative Services, Inc. (BPA), a pension administration and
consulting firm located in Utica, N.Y. which serves sponsors of defined
benefit and defined contribution plans; Community Investment Services, Inc.
(CISI), a broker/dealer delivering financial products from selected locations
within Community Bank's branch system and from offices in Jamestown and
Lockport, N.Y.; and Community Financial Services, Inc. (CFSI), an insurance
agency based in Olean, N.Y., specializing in long-term health care and other
selected products.
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