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: January 29, 1997
(Date of earliest event reported)
COMMUNITY BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Commission file number 0-11716
DELAWARE 0-11716 16-1213679
(State or other Jurisdiction (Commission (I.R.S. 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
Not Applicable
(Former name of former address, if changed since last report)
This report contains 8 pages
Exhibit index located at page 2
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Items 1-4. Not Applicable
Item 5. Other Events
News Release dated January 29, 1997 announcing the placement of
Capital Securities.
News Release dated February 11, 1997 announcing the purchase of
eight KeyCorp Western NY branches by Community Bank, N.A.
News Release dated February 20, 1997 announcing:
the declaration of its quarterly dividend,
shareholder approval of a two-for-one stock split,
the plan to redeem CBSI's remaining portion of its
$4.5 million 9% Cumulative Perpetual Preferred Stock
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NEWS RELEASE
COMMUNITY BANK SYSTEM, INC. For further information
5790 Widewaters Parkway, DeWitt, New York 13214 please contact:
Sanford A. Belden
President and CEO
Office: (315) 445-2282
FOR IMMEDIATE RELEASE Fax:(315) 445-2997
COMMUNITY BANK SYSTEM, INC. ANNOUNCES
PLACEMENT OF CAPITAL SECURITIES
Syracuse, New York, January 29, 1997 - - - Community Bank System, Inc.
(NASDAQ/NMS: CBSI) today announced the placement of $30 million of fixed rate
capital securities through Community Capital Trust I, a newly-formed Delaware
business trust, controlled by CBSI.
The 9.75% Capital Securities, Series A of Community Capital Trust I were priced
at 99.325% of par to yield 9.82%. Cash distributions will be payable
semi-annually on January 31 and July 31, beginning July 31, 1997. The proceeds
from the issuance will be used for general corporate purposes, including the
redemption of outstanding preferred stock.
Sanford A. Belden, President and Chief Executive Officer, said, "We believe the
issuance of these capital securities will further enhance our capital position
and reduce our cost of capital as we continue to look for opportunities to
profitably grow our company."
The 9.75% Capital Securities were offered in a private placement transaction
through M.A. Schapiro & Co., Inc. and are rated Investment Grade ("BBB-") by
Thomson BankWatch. The securities have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States without such
registration or applicable exemption from the registration requirements.
CBSI is a $1.3 billion registered bank holding company based in DeWitt, New
York. Its wholly-owned banking subsidiary, Community Bank, N.A., has 49 customer
facilities offering a broad range of financial services to both retail and
commercial customers located throughout Northern New York, the Finger Lakes
Region, the Southern Tier, and Southwestern New York. CBSI is also the parent
company of Benefit Plans Administrative Services, Inc., a pension actuarial and
recordkeeping firm located in Utica, New York.
* * * * *
<PAGE>
FOR IMMEDIATE RELEASE
Contact:
Sanford A. Belden Christine Hogan-Kilburn (518)487-4323
President & CEO Manager, Public Relations-New York
COMMUNITY BANK, N.A. & KeyCorp
Community Bank System, Inc.
(315) 445-7304
Michael A. Patton
Regional President
COMMUNITY BANK, N.A.
201 N. Union St.
Olean, NY 14760
(716) 376-7200
COMMUNITY BANK, N.A. to Purchase Eight KeyCorp Western NY Branches
Olean, New York (February 11, 1997)--COMMUNITY BANK, N.A. (CBNA), has
signed an agreement to acquire eight branches with total deposits of
approximately $161 million in Western New York from KeyCorp, a national
financial services company with assets of over $67 billion. The transaction is
subject to regulatory approval and is scheduled to close during the second
quarter.
Sanford A. Belden, president and chief executive officer of CBNA, stated,
"Consistent with its community-oriented approach, CBNA will bring its commitment
of personalized service, convenient locations, and responsiveness to the
specific needs of individuals and businesses in the communities served by the
branches."
The transaction will include an option to purchase approximately $24
million in related small business, middle-market commercial and consumer loans,
as well as facilities and equipment including five ATM's. Approximately fifty
employees associated with the branches will be joining CBNA.
-more-
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COMMUNITY BANK to Purchase Eight KeyCorp Branches-- Page 2
Belden continued, "We are extremely pleased to add eight branches to our
Southern Tier market to help solidify our marketshare in Southwestern New York.
This purchase is very attractive in that it is immediately accretive to earnings
per share. Our well-established organizational and management structure means
that we will absorb these branches with little additional fixed overhead."
Theeight branches and their respective county locations are as follows:
Allegany County--Alfred, Cuba and Wellsville Cattaraugus County--Gowanda
Chautauqua County--Clymer, Cassadaga, Ripley and Sherman.
Belden further remarked, "All but one of the branches is either first or
second in deposit market share in their respective locations. The Chautauqua
branches represent a market extension to the west of our Olean-area locations,
gaining the Gowanda branch results in COMMUNITY BANK solidifying our market
share in Cattaraugus County, and addition of the Allegany branches strengthens
our current Wellsville location."
Michael A. Patton, regional president stated, "We are very pleased to bring
our trademark brand of local, responsive decision making and service to the
people in these new markets and we look forward to actively participating in the
communities."
-more-
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COMMUNITY BANK to Purchase 8 KeyCorp Branches-- Page 3
COMMUNITY BANK and KeyCorp will be communicating soon to customers to
explain how their banking relationships will continue to be handled following
the transfer. "We will be working together to ensure a smooth transition over
the coming months, and the transition should be virtually transparent to
customers. Customers are not required to take any action at this time," said
Belden .
COMMUNITY BANK offers a full range of high-quality products and services
for both individuals and 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 services
including annuities, mutual funds and insurance. 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 System, Inc. (NASDAQ/NMS: CBSI) is a $1.3 billion registered
bank holding company based in DeWitt, New York. Its wholly-owned banking
subsidiary, COMMUNITY BANK, N.A. with operating centers in Olean and Canton, has
49 customer facilities located throughout Southwestern New York, the Southern
Tier, the Finger Lakes Region, and Northern New York. CBSI is also the parent
company of Benefit Plans Administrative Services, Inc., a pension actuarial and
recordkeeping firm located in Utica, New York.
# # #
<PAGE>
Sanford A. Belden
President and C.E.O.
315\445-2282
FOR IMMEDIATE RELEASE
COMMUNITY BANK SYSTEM, INC. DECLARES DIVIDEND
SYRACUSE, NY, February 20, 1997 ----- Community Bank System, Inc.
(NASDAQ/NMS: CBSI) announced that its Board of Directors declared a quarterly
cash dividend of $.18 per share on its common stock. The dividend will be
payable April 10, 1997 to shareholders of record March 14, 1997. The rate of
dividend reflects a two-for-one stock split approved by shareholders at a
Special Shareholders Meeting held on February 19, 1997. Shareholders of record
at the close of business on February 10, 1997 will be issued one additional
share of common stock for each share already held, to be distributed on or about
March 12, 1997.
Community Bank System, Inc. has announced that it plans to redeem the
remaining portion or $4.5 million of its 9% Cumulative Perpetual Preferred
Stock, effective March 10, 1997. In conjunction with this plan, the Board of
Directors declared a special dividend payment of $4 per share on 45,000 shares
or $180,000 for its 9% Cumulative Perpetual Preferred Stock, Series A, payable
on March 10, 1997 to shareholders of record on that date. Part of the proceeds
of $30 million of 9.75% Capital Securities, Series A of Community Capital Trust
I, a newly-formed Delaware business trust controlled by CBSI, issued on January
29, 1997 is used for this purpose.
CBSI is a $1.3 billion registered bank holding company based in DeWitt,
New York. Its wholly-owned banking subsidiary, Community Bank, N.A. has 49
customer facilities offering a broad range of financial services to both retail
and commercial customers located throughout Northern, New York, the Finger Lakes
Region, the Southern Tier, and Southwestern New York. CBSI is also parent to
Benefit Plans Administrative Services, Inc. (BPA), a pension actuarial and
recordkeeping firm located in Utica, New York serving sponsors of defined
benefit and defined contribution plans.
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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/ Sanford A. Belden
Sanford A. Belden
President and
Chief Executive Officer
February 21, 1997
