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: April 19, 1999
(Date of earliest event reported)
COMMUNITY BANK SYSTEM, INC.
---------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-11716 16-1213679
-------- ------- ----------
State of other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
5790 WIDEWATERS PARKWAY, DEWITT, NEW YORK 13214
----------------------------------------- -----
(Address of principal executive offices) (Zip Codes)
Registrant's telephone numbers, including area code: (315) 445-2282
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
This report contains 5 pages
Exhibit index located at page 2.
<PAGE>
Index Page
Item 5. Other Events
Summary disclosure on company website of recent insider trading
activity and current insider stock holdings.
Effective April 19, 1999, Community Bank System, Inc. (NYSE: CBU) will disclose
recent insider trading activity and current insider stock holdings on its Web
site (www.communitybankna.com). Insider trades will be summarized on the Web
site from data obtained from reports filed pursuant to Section 16(a) of the
Securities and Exchange Act of 1934. The information provided is to the best of
the Company's knowledge accurate when issued but does not reflect information or
trades after the stated date. The passage of time renders such information
stale, and the Company cannot be responsible for any misimpressions which may
result from the reading of dated information.
<PAGE>
CBSI Insider Trading Activity Since December 31, 1998
Objective: The Company encourages stock ownership by executive officers and
directors as a way to more closely associate management and shareholder
perspectives. The awarding of various forms of stock options to this group as
well as to other selected employees is intended to facilitate such investment.
The stock-based plans described in the Company's annual Proxy Statement reflect
the goal to align officer and director compensation with the long-term interests
of shareholders.
The following information is being provided to better inform shareholders and
investors regarding stock ownership and stock trades by senior executive
officers and directors of the Company for the specified time periods. The
information provided is to the best of the Company's knowledge accurate when
issued but does not reflect information or trades after the stated issue date.
The passage of time renders such information stale, and the Company cannot be
responsible for any misimpressions which may result from the reading of dated
information. All viewers should carefully check the dates of issuance of
information, reports, and other items contained in or linked to this Web site.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Net
Shares Acquired Shares Sold Investment
Name & Position Date Number Ave. Price Number Ave. Price or (Proceeds)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sanford A. Belden 2/18/99 6,527 $ 17.44 6,527 $ 26.38 $ (58,315)
Director, President and CEO
Comment: Exercised and simultaneously sold 6,527 non-qualified options (ordinary
income tax due upon exercise); options were granted in three installments
during 1996.
2/18/99 7,094 $ 14.29 3,843 $ 26.38 $ (11)
Comment: Swapped 3,843 existing shares in exercise of 7,094 incentive stock options;
options were granted in three installments during 1994-1996. This trans-
action increased total holdings to 36,811 shares compared to 33,560 shares
as of March 23, 1998.
James A. Gabriel 2/22/99 100 $ 26.69 $ 2,669
Chairman of the Board
Comment: Current holdings are 27,810 shares compared to 26,960 shares as of
March 23, 1998.
Michael A. Patton 2/25/99 600 transferred $ -
Regional President
Comment: Shares held by daughter transferred from beneficially owned category due to
change of address. Current holdings are 33,415 shares compared to 33,582
shares as of March 23, 1998.
David G. Wallace 2/25/99 4,000 $ 7.38 4,000 $ 25.94 $ (74,250)
Chief Financial Officer
Comment: Exercised and simultaneously sold 4,000 non-qualified options (ordinary
income tax due upon exercise); options were scheduled to expire on
March 15, 1999 after a 10-year holding period. Current holdings are
24,713 shares compared to 23,596 shares as of March 23, 1998.
Nicholas A. DiCerbo 2/26/99- 400 $ 25.48 $ 10,191
Director 4/9/99
Comment: Purchased shares in five separate transactions. 1,254 shares held by
children transferred from beneficially owned category on December 31, 1998
due to change of address. Current holdings are 61,903 compared to 58,988
shares as of March 23, 1998.
Richard C. Cummings 3/30/99 17,500 transferred $ -
Director
Comment: A trust, of which Director Cummings is a trustee, completed distribution of
all its assets to two successor trusts. No sale of CBSI stock took place.
Director Cummings is not a trustee of either successor trust. Previous
sales of CBSI stock by the trust took place in the latter half of 1998 under
the direction of an independent investment manager as part of rebalancing
portfolio assets. Director Cummings' personal and beneficial holdings are
now 16,414 shares compared to 36,021 shares as of March 23, 1998.
John M. Burgess 4/5/99 2,000 $ 24.13 $ 48,250
Director
Comment: Current holdings are 12,720 shares compared to 10,720 shares as of
March 23, 1998.
updated 4/13/99
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock Beneficially Owned by CBSI Insiders
Common Stock Beneficially Owned (a) Total
As of March 22, 1999 Unexercised
Director Shares Options
Name Since Held Options (b) Total Percent (c) on 3/22/99
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sanford A. Belden 1992 36,811 3,000 39,811 0.55% 56,349
John M. Burgess 1991 10,720 28,672 39,392 0.54% 28,672
Richard C. Cummings 1983 33,914 11,166 45,080 0.62% 11,166
William M. Dempsey 1984 1,600 32,765 34,365 0.47% 32,765
Nicholas A. DiCerbo 1984 61,871 34,158 96,029 1.32% 34,158
James A. Gabriel 1984 27,810 36,935 64,745 0.89% 36,935
Lee T. Hirschey 1991 28,712 28,672 57,384 0.79% 28,672
David C. Patterson 1991 10,902 33,456 44,358 0.61% 33,456
William N. Sloan 1991 1,548 29,350 30,898 0.42% 29,350
Girard H. Mayer Subsid. Pres. 82,183 2,524 84,707 1.17% 10,150
Michael A. Patton Reg'n Pres. 33,282 21,436 54,718 0.75% 41,355
David G. Wallace CFO 24,233 22,668 46,901 0.64% 44,710
James A. Wears Reg'n Pres. 29,411 27,476 56,887 0.78% 47,405
Total 13 382,997 312,278 695,275 9.18% 435,143
Percent total CBSI shares outstanding 5.27% 4.30% 9.57% 5.99%
CBSI shares outstanding at March 22, 1999: 7,262,829
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock Beneficially Owned (a) Total
As of March 23, 1998 Unexercised
Director Shares Options
Name Since Held Options (b) Total Percent (c) on 3/23/98
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sanford A. Belden 1992 33,560 570 34,130 0.45% 51,550
John M. Burgess 1991 10,720 6,845 17,565 0.23% 6,845
Richard C. Cummings 1983 36,021 6,845 42,866 0.56% 6,845
William M. Dempsey 1984 1,600 6,845 8,445 0.11% 6,845
Nicholas A. DiCerbo 1984 58,988 6,445 65,433 0.86% 6,445
James A. Gabriel 1984 26,960 6,845 33,805 0.44% 6,845
Lee T. Hirshey 1991 27,712 6,845 34,557 0.45% 6,845
Earl W. MacArthur 1983 4,128 6,845 10,973 0.14% 6,845
David C. Patterson 1991 10,778 6,845 17,623 0.23% 6,845
William N. Sloan 1991 1,531 6,845 8,376 0.11% 6,845
Girard H. Mayer Subsid. Pres. 81,308 670 81,978 1.08% 2,680
Michael A. Patton Reg'n Pres. 33,582 15,220 48,802 0.64% 35,080
David G. Wallace CFO 23,596 19,120 42,716 0.56% 42,940
James A. Wears Reg'n Pres. 29,011 21,250 50,261 0.66% 41,130
- ----------------------------------------------------------------------------------------------------------------------------
Total 14 379,495 118,035 497,530 6.44% 234,585
Percent total CBSI shares outstanding 4.99% 1.55% 6.54% 3.09%
- ----------------------------------------------------------------------------------------------------------------------------
CBSI shares outstanding at March 23, 1998: 7,602,968
</TABLE>
(a) Represents shares as to which named individual possessed sole or shared
voting or investment power as of March 22, 1999 or March 23, 1998,
respectively. Excludes deferred stock held by three directors received in
lieu of cash compensation. See Company proxy for additional detail.
(b) Includes shares that the named individuals currently have the right to
acquire, or will have the right to acquire within 60 days of March 22, 1999
or March 23, 1998, respectively, through exercise of stock options issued
by the Company.
(c) Percentage for individuals includes shares held plus options (b) shown as a
percent of Company shares outstanding plus each individual's options (b).
Total percentage is based on shares held plus total options (b) of all
individuals as a percent of Company shares outstanding plus total options
(b) of all individuals.
<PAGE>
Pursuant to the requirements of the Securities and 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
April 19, 1999
