INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitve proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Community Bank System, Inc.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Board of Trustees Community Bank System, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee
is calculated and state how it was determined.)
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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COMMUNITY BANK SYSTEM, INC.
5790 WIDEWATERS PARKWAY
DEWITT, NEW YORK 13214-1883
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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January 9, 1997
To the Shareholders of
Community Bank System, Inc.
At the direction of the Board of Directors of COMMUNITY BANK SYSTEM, INC.,
a Delaware corporation (the "Company"), NOTICE IS HEREBY GIVEN that a SPECIAL
MEETING OF SHAREHOLDERS of the Company (the "Meeting") will be held at the
Company's offices at 5790 Widewaters Parkway, Dewitt, New York, on February 19,
1997 at 10:00 A.M. for the following purposes:
1. The approval of an amendment to the Certificate of Incorporation of
the Company to increase the number of authorized shares of Common
Stock from 5,000,000 to 20,000,000 shares in connection with effecting
a two-for-one stock split.
2. The approval of an amendment to the Certificate of Incorporation of
the Company to change the par value of the Common Stock of the
Company.
3. The transaction of any other business incidental to the conduct of the
Meeting as may properly come before it or any adjournment thereof.
Subject to the adoption of the proposed amendments, the Board of Directors
has approved a two-for-one Common Stock split to be effected as a stock dividend
which is expected to be payable on or about March 12, 1997 to shareholders of
record on February 10, 1997.
By Order of the Board of Directors
Loretta L. Marx
Secretary
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YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF
YOUR SHARES.
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COMMUNITY BANK SYSTEM, INC.
5790 WIDEWATERS PARKWAY
DEWITT, NEW YORK 13214-1883
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PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 19, 1997
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Community Bank System, Inc. (the
"Company"), the holding company for Community Bank, N.A. (the "Bank"), for use
at a special meeting of shareholders of the Company (the "Meeting") to be held
on February 19, 1997 and at any and all adjournments thereof, for the purposes
stated in the accompanying notice of the Meeting. This Proxy Statement, together
with the enclosed proxy, is first being mailed to shareholders on or about
January 9, 1997.
VOTING RIGHTS AND PROXIES
Shareholders of record at the close of business on January 6, 1997 (the
"Record Date") will be entitled to notice of the Meeting and to vote at the
Meeting. On the Record Date, there were 3,737,203 shares of Common Stock issued
and outstanding, and the Company had no other class of voting equity securities
outstanding. Each share of Common Stock is entitled to one vote. Shares which
abstain from voting and shares held in "street name" by brokers or nominees
which are not voted will have the effect of a vote against the proposed
amendments. The Company is not aware of any persons who beneficially own more
than 5% of the outstanding voting stock of the Company as of the Record Date.
The proxy provided with this Proxy Statement grants the proxy agent
discretionary authority to exercise the voting rights of the shareholder if no
specific instructions are given by the shareholder. The proxy may be revoked by
a later dated proxy or by written notification delivered to Loretta L. Marx,
Secretary of the Company, at the above address at any time prior to the Meeting.
If you attend the Meeting, you may withdraw your proxy in person and vote by
ballot. If not revoked, all properly executed proxies will be voted as directed.
The solicitation of proxies shall be made through mailings, but proxies may
also be solicited by telephone communications and in person by directors,
officers, and other regular employees of the Company or of the Bank. The cost of
solicitation of proxies will be borne by the Company. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending the proxy materials to the beneficial
owners of the Common Stock.
ITEM 1: SHAREHOLDER APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK OF
THE COMPANY
At a meeting of the Board of Directors of the Company on December 18, 1996,
the directors unanimously authorized a two-for-one stock split subject to
shareholder approval of an increase in the number of authorized shares of Common
Stock. Without an increase, there would be an insufficient number of shares to
effect the stock split. Accordingly, the Board of Directors has recommended that
action be taken by shareholders to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
5,000,000 to 20,000,000 shares.
As of January 6, 1997, there were 3,737,203 shares of Common Stock issued
and outstanding and 376,840 shares were reserved for issuance in connection with
employee and director stock option and similar plans. Thus, as of January 6,
1997, the maximum number of unreserved shares which may be issued was 885,957,
which is insufficient to effect the two-for-one stock split. Adoption of the
proposed amendment increasing the number of shares of Common Stock authorized
would result in 11,771,914 shares available for future issuance after effecting
the two-for-one stock split and accounting for shares reserved for issuance in
connection with employee and director
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stock option and similar plans. The Board believes that the authorization of
additional shares of Common Stock over and above the amount required to effect
the stock split is desirable and would provide future flexibility for the
Company.
The additional shares of Common Stock authorized by the amendment would be
available for issuance without further action by shareholders, unless such
action is required by applicable law or the rules of any stock exchange on which
the Company's securities may then be listed. The Board of Directors is of the
opinion that the proposed increase in the number of authorized shares of Common
Stock is in the best interest of the Company and its shareholders. The Board of
Directors believes that the Company should have sufficient authorized but
unissued shares for issuance in connection with stock splits and stock
dividends, implementation of employee benefit plans, offer of shares for cash,
mergers and acquisitions, and other proper business purposes. Other than the
authorized two-for-one stock split, there are no present plans or arrangements
for the issuance of Common Stock. The Company continues, in accordance with its
strategic plan, to evaluate acquisitions and growth opportunities on an ongoing
basis that might require issuance of additional shares of Common Stock. In many
such situations, prompt action may be required which would not permit seeking
shareholder approval to authorize additional shares for the specific transaction
on a timely basis. The Board of Directors believes that it is important to have
the flexibility to act promptly in the best interests of shareholders.
The Board of Directors authorized a two-for-one stock split, subject to
shareholder approval of the increase in authorized shares. The stock split will
be effected by means of a stock dividend to be payable on or about March 12,
1997 to shareholders of record on February 10, 1997. If the proposed amendment
is approved, each shareholder of record will receive one additional share of
Common Stock for each share of Common Stock owned of record by such shareholder
on the record date. Each such shareholder will be entitled to receive a
certificate or certificates representing such additional shares, which are
expected to be distributed on or about March 12, 1997. All currently outstanding
certificates will remain outstanding and do not need to be replaced;
shareholders will be issued stock certificates only for the additional shares to
which they are entitled. Shareholders contemplating any transactions should
consult with their investment advisor or broker regarding the effective date and
entitlement to the split shares prior to effectuating transactions in CBSI
stock. The Board believes that a two-for-one split of the Common Stock will tend
to broaden the market for the Common Stock, will encourage wider participation
in the ownership of the Company, and will have the potential to increase the
liquidity of CBSI Common Stock. The stock split will not alter any shareholder's
proportionate interest in the Company.
Although the purpose of seeking an increase in the number of authorized
shares of Common Stock is not intended for antitakeover purposes, SEC rules
require disclosure of existing charter and Bylaw provisions which could have an
antitakeover effect. These include: (i) Board authority under its Certificate of
Incorporation to issue one or more series of preferred stock up to a maximum of
approximately 450,000 shares presently available; (ii) certain business
combinations require a supermajority vote; (iii) the Company has a staggered
Board of Directors; and (iv) a Shareholder's Rights Plan which could have a
deterrent effect against a hostile takeover of the Company.
In accordance with the terms of the Company's existing employee and
director stock plans and dividend reinvestment plan, appropriate adjustments
will be made to the number of shares of Common Stock reserved for issuance
pursuant to such plans or obligations and the exercise price thereof as
applicable. The stock split will also have the effect of adjusting the
outstanding rights granted to the holders of Common Stock under the terms of the
Shareholders Rights Plan.
Under Delaware law, shareholders are not entitled to dissenters' rights
with respect to the proposed amendment to the Company's Certificate of
Incorporation. Holders of the Common Stock have no preemptive rights with
respect to any shares which may be issued in the future.
The cost basis of pre-split shares shall be allocated pro rata among the
pre-split shares and the split shares received in respect to those particular
pre-split shares. The new shares will be deemed to have been held for the same
period of time as the pre-split shares to which they relate. The Company has
been advised by counsel that, under current federal tax law, the distribution of
additional shares will not result in taxable income or loss.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required for the approval of the proposed amendment to the
Company's Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE
PROPOSAL UNLESS SHAREHOLDERS SPECIFY OTHERWISE.
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ITEM 2: SHAREHOLDER APPROVAL OF CHANGE IN PAR VALUE OF COMMON STOCK
In connection with authorizing the two-for-one stock split, the Board of
Directors also approved and unanimously recommended that action be taken by
shareholders to amend the Company's Certificate of Incorporation to change the
par value of the Common Stock from $1.25 per share to no par value.
The Company anticipates a savings in Delaware franchise taxes of
approximately $50,000 per year as a result of converting to a no par value
stock. The Board is recommending shareholders approve the change to a no par
value stock because of the anticipated savings in Delaware franchise tax
payments. The Company is not aware of, and does not anticipate, any significant
impact of converting to a no par value stock. The Board intends to maintain the
capital accounts as presently reflected on the Company's financial statements,
and the conversion to no par value stock will not result in any changes in the
capital accounts of the Company.
The affirmative vote of the holders of a majority of all outstanding shares
of Common Stock is required for approval of the change to no par value stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE
PROPOSAL UNLESS SHAREHOLDERS SPECIFY OTHERWISE.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1996, certain
information regarding the beneficial ownership of Common Stock by (i) each
director and named executive officer of the Company and (ii) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP(A)(B)(C) CLASS
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<S> <C> <C>
Sanford A. Belden (President and CEO, Director) ................... 40,510 1.10
James A. Wears (Regional President, Northern Region) .............. 22,897 .62
Michael A. Patton (Regional President, Southern Region) ........... 23,891 .65
David G. Wallace (Sr. Vice President and CFO) ..................... 19,422 .53
Richard C. Cummings (Director) .................................... 8,789 .24
William M. Dempsey (Director) ..................................... 2,904 .08
William N. Sloan (Director) ....................................... 2,855 .08
John M. Burgess (Director) ........................................ 7,314 .20
James A. Gabriel (Director) ....................................... 14,900 .41
Earl W. MacArthur (Director) ...................................... 4,105 .11
Hugh G. Zimmer (Director) ......................................... 24,897 .68
Nicholas A. DiCerbo (Director) .................................... 30,137 .82
Lee T. Hirschey (Director) ........................................ 17,960 .49
David C. Patterson (Director) ..................................... 7,493 .20
All Directors and Executive Officers as a group ................... 228,074 6.10
(14 persons in total)
</TABLE>
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(a) Represents all shares as to which named individual possessed sole or shared
voting or investment power including shares held by, in the name of, or in
trust for, spouse and dependent children of named individual and other
relatives living in the same household, even if beneficial ownership has
been disclaimed as to any of these shares by the nominee or director.
(b) The listed amounts include shares as to which certain directors and named
executive officers are beneficial owners but not the sole beneficial owners
as follows: Mr. Burgess' wife holds 300 shares; Mr. Cummings' wife holds
149 shares; Mr. DiCerbo holds 13,643 shares jointly with his wife, 13,604
shares are held in the name of the law partnership of DiCerbo and Palumbo,
198 shares are held by his wife, 168 shares are held by his daughter, and
420 shares are held by his son; Mr. Hirschey's wife holds 1,000 shares and
Mr. Hirschey holds 7,000 shares as Trustee for the Retirement Plan of
Employees of Climax Manufacturing Company; Dr. MacArthur's wife holds 650
shares; Mr. Patterson holds 1,190 shares jointly with his wife and 600
shares as Trustee for the Wight and Patterson Retirement Plan; Mr. Patton
is the beneficial owner of 1,825 shares held by the Company's 401(k) plan,
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his wife holds 700 shares, and his daughters hold 616 shares; Mr. Sloan
holds 71 shares jointly with his wife; Mr. Wallace is the beneficial owner
of 4,022 shares held by the Company's 401(k) plan; Mr. Wears is the
beneficial owner of 6,680 shares held by the Company's 401(k) plan, he
holds 2,670 shares jointly with his wife, and his wife holds 2,369 shares
in her own name; and Mr. Zimmer holds 17,737 shares jointly with his wife.
(c) Includes shares that the following individuals have the right to acquire
within 60 days of December 31, 1996 through exercise of stock options
issued by the Company: Mr. Belden, 33,510 shares, Mr. Wears, 9,080, Mr.
Patton, 7,170 shares, Mr. Wallace, 8,110 shares, Mr. Cummings, 2,104
shares, Mr. Dempsey, 2,104 shares, Mr Sloan, 2,104 shares, Mr. Burgess,
2,104 shares, Mr. Gabriel, 2,104 shares, Dr. MacArthur, 2,104 shares, Mr.
Zimmer, 3,104 shares, Mr. DiCerbo, 2,104 shares, Mr. Hirschey, 2,104
shares, Mr. Patterson 2,104, shares, These shares are included in the total
number of shares outstanding for the purpose of calculating the percentage
ownership of the foregoing individuals and of the group as a whole, but in
calculating the percentage of the foregoing individuals, the number of
outstanding shares does not include options of other individuals listed in
the table.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must have been received by the Company at 5790
Widewaters Parkway, Dewitt, New York 13214-1883 no later than November 25, 1996
for inclusion in the Company's proxy statement for that meeting.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters
that may come before the Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Meeting.
Dated: January 9, 1997
By Order of the Board of Directors
Loretta L. Marx
Secretary
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMUNITY BANK SYSTEM, INC.
5790 Widewaters Parkway
Dewitt, New York 13214-1883
The undersigned hereby appoints Charles M. Ertel and Loretta L. Marx
proxies, with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of Community Bank System, Inc. held by the undersigned
with all powers which the undersigned would possess if present at the Special
Meeting of Shareholders of the Company to be held February 19, 1997 or any
adjournment thereof.
(continued, and to be marked, dated and signed, on the other side)
The Board of Directors recommends a vote FOR Items 1 and 2.
Item 1. Approval of amendment to certificate of incorporation to increase
shares of authorized Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 2. Approval of amendment to Certificate of Incorporation to convert to
no par value Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed, will be voted as directed herein by the undersigned.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
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Signature Signature Date
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title.
