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): September 26, 2000
COMMUNITY BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11716 16-123679
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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.
On September 27, 2000, Community Bank System, Inc., a Delaware corporation
(the "Company"), and The Citizens National Bank of Malone, a national banking
association ("Citizens"), issued a joint press release to announce that they
have entered into an Agreement and Plan of Merger, dated as of September 26,
2000 (the "Merger Agreement"). The press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Citizens is a national bank with five branches in Northern New York, with
approximately $118 million in total assets, $95 million in deposits and $60
million in loans as of December 31, 1999.
The Merger Agreement provides that Citizens will merge with and into
Community Bank, N.A., a national banking association and a wholly-owned
subsidiary of the Company (the "Bank"). Shareholders of Citizens will receive
1.70 shares of common stock of the Company for each share of Citizens common
stock they hold. Based upon the number of shares of Citizens common stock issued
and outstanding on September 26, 2000, the Company will issue in the merger a
total of 952,000 shares of its common stock. The Company intends to file a
registration statement with the Securities and Exchange Commission to register
under the Securities Act of 1933, as amended, the shares of its common stock to
be issued in the merger.
The consummation of the merger is subject to various conditions, including
the approval by the shareholders of Citizens and the receipt of regulatory
approvals. Subject to the satisfaction of all of the conditions, the merger is
expected to be completed in the fourth quarter of 2000. The merger will be
accounted for as a purchase and is intended to qualify as a tax-free exchange
for the shareholders of Citizens.
Following the merger, Paul M. Cantwell, Jr., President of Citizens, will be
elected to the Boards of Directors of the Company and the Bank, and will also
serve as a part-time consultant to the Bank for a period of five years. Members
of Citizens' Board of Directors, other than Mr. Cantwell, will serve on a
regional advisory council for the Bank.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated September 27, 2000
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