Exhibit 99.1
David G. Wallace, S.V.P. and
Chief Financial Officer
Office: (315) 445-7310
Fax: (315) 445-2997
FOR IMMEDIATE RELEASE
CITIZENS NATIONAL AND COMMUNITY BANK
ANNOUNCE INTENT TO MERGE
Syracuse, New York, and Malone, New York, September 13, 2000-----The
Citizens National Bank of Malone and Community Bank, N.A. jointly announced that
they have signed a letter of intent providing for the merger of Citizens Bank
into Community Bank. Pursuant to the proposed merger, stockholders of Citizens
Bank will receive 1.70 shares of registered common stock of Community Bank
System, Inc., the holding company of Community Bank. Community Bank System, Inc.
(NYSE: CBU) is a registered bank holding company with $1.9 billion in assets,
based in DeWitt, New York.
Paul M. Cantwell, Jr., President of Citizens Bank, stated, "Our
stockholders, customers, employees and the communities we serve, all stand to
benefit from this combination of two well-respected banking companies. Our
stockholders will benefit by becoming shareholders in a New York Stock Exchange
listed company. All our customers will now have access to an extensive set of
banking services including Internet banking, secondary mortgage products,
indirect lending, floor plan lending, agricultural lending and cash management.
They will also be able to utilize financial services such as trust, insurance,
benefit plan administration and investment management. Community Bank, N.A.
shares our rich heritage of involvement in and dedicated service to the
communities where we live and do business. Citizens' Board of Directors will
continue to serve as members of an Advisory Council. Our employees will have
access to a much broader range of banking positions and opportunities through
Community Bank's network of 70 branches and operations/administrative centers."
Sanford A. Belden, President and Chief Executive Officer of Community Bank,
stated, "Citizens' five branches, with their $100 million in deposits and $60
million in loans, will be merged into Community Bank, N.A., extending our strong
market presence in Northern New York, a region where we have been banking very
profitably since 1866. Their strong retail deposit base will strengthen our
funding sources, and their loyal customer base represents an opportunity to
cross sell our more extensive set of financial products and services. The
proximity of these branches to our main operations and management center in
Canton will enable us to operate the five branches very efficiently. Based on
the proposed merger terms and our due diligence to date, we expect the
transaction to be slightly dilutive to earnings per share in 2001."
The proposed merger is conditioned upon negotiation and approval of a
definitive merger agreement and approval by the Board of Directors of both banks
and the shareholders of Citizens Bank, as well as other regulatory approvals.
Further details of the proposed transaction are not available at this time.
Citizens Bank has agreed not to solicit or pursue other transactions and to pay
a termination fee under certain circumstances. The transaction is expected to
close in the fourth quarter of 2000, subject to completion of a definitive
agreement and satisfaction of other contingencies.
This document contains comments or information that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve risks and uncertainties
that could cause actual results to differ materially from the results discussed
in the forward-looking statements. These risks are detailed in the Company's
Annual Report and Form 10-K to the Securities and Exchange Commission.
The Citizens National Bank of Malone is an eighty-year-old commercial bank
with $118 million in assets as of year-end 1999. It has two offices and a
drive-up facility located in Malone, Franklin County, New York; two branches in
Brushton and Chateaugay in Franklin County; and one in Hermon in St. Lawrence
County. It operates four ATM's.
Community Bank System, Inc. (CBSI) is a registered bank holding company
based in DeWitt, New York. Its wholly-owned banking subsidiary, Community Bank,
N.A. (http://www.communitybankna.com), is the fifth largest commercial banking
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franchise headquartered in Upstate New York, having 67 customer facilities and
50 ATM's stretching diagonally from Northern New York to the Southern Tier and
west to Lake Erie. Other subsidiaries within the CBSI family are Elias Asset
Management, Inc., an investment management firm with $700 million under
management, based in Williamsville, New York; Benefit Plans Administrative
Services, Inc. (BPA), a pension administration and consulting firm located in
Utica, New York, serving sponsors of defined benefit and defined contribution
plans; Community Investment Services, Inc. (CISI), a broker/dealer delivering
financial products from selected locations within Community Bank's branch system
and from an office in Lockport, NY; and Community Financial Services, Inc.
(CFSI), an insurance agency based in Olean, NY, specializing in long-term health
care and other selected products.
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