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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): MAY 11, 2001
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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 (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
5790 Widewaters Parkway
DEWITT, NEW YORK 13214
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 800-724-2262
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective as of 5:00 p.m. on May 11, 2001, Community Bank System,
Inc. (the "Company") consummated its merger (the "Merger") with First Liberty
Bank Corp., a Pennsylvania corporation ("First Liberty"), with the Company being
the surviving corporation. Concurrently with the Merger, Community Bank, N.A., a
wholly-owned banking subsidiary of the Company ("Community Bank"), consummated
its merger (the "Bank Merger") with First Liberty Bank & Trust, a
Pennsylvania-chartered banking institution with trust powers and a wholly-owned
banking subsidiary of First Liberty, with Community Bank being the continuing
bank.
In the Merger, each share of common stock of First Liberty issued
and outstanding immediately prior to the effective time of the Merger was
converted into the right to receive 0.56 of a share of the Company's common
stock and cash in lieu of fractional shares, if any. In the aggregate, the
Company issued approximately 3,566,438 shares of its common stock to the former
shareholders of First Liberty, all of which shares were issued from the
authorized but unissued shares of the Company's common stock. In addition, all
of the outstanding options to purchase First Liberty's common stock were assumed
by the Company, such that upon exercise of such assumed options, the holder
thereof would receive shares of the Company's common stock. The amount of
consideration issued in the Merger was determined through arms' length
negotiations.
As a result of the Merger, the Company acquired 13 banking offices
and 16 ATMs formerly operated by First Liberty in Lackawanna and Luzerne
Counties in Northeastern Pennsylvania. The Merger is intended to constitute a
tax-free reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended, and to qualify for accounting treatment as a
pooling of interests.
Pursuant to the terms of the Agreement and Plan of Merger, dated
November 29, 2000, by and between the Company and First Liberty (as amended, the
"Merger Agreement"), Peter A. Sabia was appointed to the Boards of Directors of
the Company and Community Bank following the Merger and Bank Merger,
respectively. The additional two positions on the Board of Directors of the
Company and Community Bank reserved for First Liberty representatives will be
filled following regulatory qualification and appointment.
Furthermore, in accordance with the Merger Agreement, Steven R.
Tokach, formerly an Executive Vice President of First Liberty, was appointed
President and Chief Executive Officer of the division of Community Bank
operating in the market areas previously served by First Liberty (the
"Pennsylvania Division"). Joseph R. Solfanelli, formerly an Executive Vice
President of First Liberty, was appointed Executive Vice President and Chief
Legal Officer of the Pennsylvania Division.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b). The financial information required by paragraphs (a)
and (b) of this Item 7 shall be filed within 60 days of the date of filing of
this Current Report on Form 8-K.
(c) The following is an exhibit to this Report:
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Joint Press Release, dated May 14,
2001 issued by the Company and
First Liberty Bank Corp.
(incorporated by reference to the
filing made by the Company with the
Securities and Exchange Commission
on May 14, 2001 pursuant to Rule 425
promulgated under the Securities Act
of 1933, as amended).
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/ SANFORD A. BELDEN
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Name: Sanford A. Belden
Title: President and Chief Executive Officer
Dated: May 29, 2001
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