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: December 6, 1994
(Date of earliest event reported)
COMMUNITY BANK SYSTEM, INC.
(Exact name of registrant as specified in charter)
Delaware 0-11716 16-1213679
(State or other jurisdiction (Commission (IRS Employer
of incorporation File number) Identification Number
5790 Widewaters Parkway, DeWitt, New York 13214
(Address of principal executive officer) (Zip Code)
Registrant's telephone number,
including area code: (315) 445-2282
Not Applicable
(Former name or former address, if changed since last report)
This Report contains 7 pages.
Item 5. Other Events.
On December 6, 1994, Community Bank, N.A. ("the "Bank"), a wholly-
owned subsidiary of Registrant, entered into a Purchase and Assumption
Agreement with The Chase Manhattan Bank, N.A. ("Chase") for the acquisition
of certain assets and assumption of certain liabilities by the Bank related
to 15 Chase branch offices located in Norwich, Watertown, Boonville, New
Hartford, Utica, Skaneateles, Geneva, Pulaski, Seneca Falls, Hammondsport,
Canton, Newark and Penn Yan, New York. Pursuant to the transaction, the
Bank would assume certain deposit liabilities currently estimated to be
approximately $455 million, would pay Chase a premium of 8.25% of these
deposits, would purchase certain small business and consumer loans
currently estimated to be approximately $30 million at face value, and
would purchase the branch facilities ( or assume leases as applicable), and
certain furniture, equipment and other fixed operating assets associated
with the branches, at fair market value (currently estimated to total
approximately $6.9 million).
The transaction evidenced by the Purchase and Assumption Agreement is
scheduled to close during the second quarter of 1995, and closing is
contingent upon receipt by the parties of all necessary regulatory
approvals. In order to finance the transaction, the Registrant anticipates
an offering of new common stock or securities in the range of approximately
$33-40 million to provide additional capital necessary for regulatory
approval. The Registrant anticipates the offering would involve a public
offering underwritten on a firm commitment basis and anticipates that any
offerings would be completed during the second quarter of 1995. In the
event that the Bank is unable to proceed to closing due to a lack of
regulatory approval or the inability of Registrant to raise sufficient
capital, the Bank is obligated to pay Chase a "break-up fee" of up to $1.85
million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. Exhibit number 20 Other Documents or Statements to
Security Holders. A press release dated December 7, 1994 describing the
proposed acquisition of 15 branches of Chase Manhattan Bank in Upstate New
York by Community Bank, N.A. is reproduced on page 4 of this document.
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 thereunto duly authorized.
COMMUNITY BANK SYSTEM, INC.
(Registrant)
by: /s/ David G. Wallace
David G. Wallace
Senior Vice President and
Chief Financial Officer
Date: December 9, 1994
Exhibit 20
NEWS RELEASE
For Release 12/7/94 5 p.m.
Contact:Contact:
Sanford A. Belden David S. Nolan
President & CEO Vice President Communications
COMMUNITY BANK, N.A. & The CHASE MANHATTAN BANK, N.A.
Community Bank System, Inc. (716) 258-7402
(315) 445-2282
COMMUNITY BANK, N.A. to Purchase 15
CHASE MANHATTAN Upstate Branches
Syracuse, New York (December 7, 1994)--COMMUNITY BANK, N.A. (CBNA), a
DeWitt-based bank with over $850 million in assets, and The CHASE MANHATTAN
BANK, N.A. have signed an agreement, subject to regulatory approval, for
COMMUNITY BANK to acquire 15 CHASE branches in Upstate New York with total
deposits of $455 million.
Sanford A. Belden, president and chief executive officer of CBNA,
stated that the transaction also will include approximately $30 million in
related small business and consumer loans, as well as facilities, leases,
furniture and equipment. The agreement reflects a premium of 8.25 percent
on deposits.
Community Bank System, Inc. (NASDAQ-NMS: CBSI), a registered bank
holding company of which COMMUNITY BANK is the single wholly-owned banking
subsidiary, anticipates issuing new common stock to help finance the
purchase, which is scheduled to be completed during the second quarter of
1995.
The 15 branches and their respective county locations are as follows:
Chenango County-Norwich; Jefferson County-Watertown/Arsenal Street and
Washington Street; Oneida County-Boonville, New Hartford and Utica;
Onondaga County-Skaneateles; Ontario County-Geneva; Oswego County-Pulaski;
Seneca County-Seneca Falls; Steuben County-Hammondsport; St. Lawrence
County-Canton; Wayne County-Newark/South Main Street and Newark Plaza; and
Yates County-Penn Yan.
COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 2
CHASE and COMMUNITY BANK said that both institutions will be
communicating soon to customers to explain how their accounts and banking
relationships will be handled following the transfer.
COMMUNITY BANK's Purchase Strategy
"We are particularly pleased that we will now be able to bring our
style of local banking and personalized service to these new markets,"
Belden said. CBNA's existing 37 banking offices are largely in small towns
and villages throughout the Finger Lakes Region; the Southern Tier,
including Southwestern New York; and Northern New York.
Belden went on to say, "This purchase will be attractive to CBSI
shareholders because it builds a larger, competitively stronger and more
attractive franchise by filling in our existing branch network as well as
adding adjacent markets where we do not have a presence."
Lastly, Belden stated, "Marketing and advertising synergies and
operating efficiencies across the expanded branch network will create
further financial advantages. Moreover, we heartily welcome the
professional CHASE personnel, who will bring highly developed service
quality skills to CBNA."
CHASE MANHATTAN BANK's Sales Strategy
William H. Hoefling, executive vice president and distribution
executive for CHASE, said CHASE's decision to sell these branches reflects
a continuation of business strategies that emphasize convenient and cost-
effective systems to deliver financial services. "Over the past two years
we've spent a lot of time talking with our customers to determine their
needs and service preferences. One conclusion from this research is that
technology is becoming increasingly important to our customers.
COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 3
"More and more customers are turning to what we describe as
'alternative delivery systems'--ATMs, the telephone, fax machines and home
computers--to do routine banking transactions," Hoefling continued. "Over
the past year, CHASE has introduced a number of technology-based banking
services for upstate customers, including 24-hour-a-day-telephone access to
customer service representatives and personal computer banking. Our
business strategies going forward will put more emphasis on technology and
people. As we focus our marketing activities on the more urban upstate
markets, the branch sale will enable us to commit additional resources to
new service technologies," Hoefling said.
Hoefling said that CHASE was familiar with CBNA from the recent sale
of its Cato, New York office to COMMUNITY BANK. "We believe that they
share our commitment to customers and community, and that all concerned
should benefit from this transaction," he said.
CHASE will not withdraw completely from the markets in which these
branches are located, Hoefling said. "We will continue to serve larger
commercial and corporate customers. Our national product companies--home
mortgage, credit card, indirect installment loans and others--will continue
their services to these communities."
Profile of Each Bank
COMMUNITY BANK offers a full-range of high-quality products and
services for both individuals and small businesses. These include FDIC-
insured checking and savings deposit products, a variety of personal and
commercial loans, personal and employee benefit trust services, and a range
of nonbank financial products, including annuities and mutual funds. CBNA
is recognized by Veribanc, Inc. and several other bank monitoring services
as consistently achieving the highest levels of financial safety, soundness
and strength.
COMMUNITY BANK to Purchase 15 CHASE MANHATTAN Branches...Page 4
Any offering of CBSI common stock shall be made only by means of a
prospectus meeting the requirements of the Securities Act of 1933 and state
laws. Nothing herein shall be deemed or construed as an offer to purchase
any such common stock.
The CHASE MANHATTAN Bank, N.A. is a subsidiary of The Chase Manhattan
Corporation. With nearly $117 billion in assets, CHASE provides financial
services that enhance the well-being and success of individuals,
industries, communities and countries around the world. It currently
serves the states of New York and Connecticut through a network of over 300
branches.
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