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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
First Liberty Bank Corp.
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(Name of Issuer)
Common Stock, par value $0.31 per share
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(Title of Class of Securities)
320690100
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(CUSIP Number)
Sanford A. Belden
President and Chief Executive Officer
Community Bank System, Inc.
5790 Widewaters Parkway
Dewitt, New York 13214
(315) 445-7312
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 2000
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent
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amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
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CUSIP No.: 320690100
1. Name of Reporting Person: Community Bank System, Inc.
I.R.S. Identification No.: 16-1213679
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds: WC, BK
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant To
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 1,267,359(1)
8. Shared Voting Power: 1,267,359(1)
9. Sole Dispositive Power: 1,267,359(1)
10. Shared Dispositive Power: 1,267,359(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,267,359(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row 11: 16.6(1)%
14. Type of Reporting Person: HC, CO
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(1) The Reporting Person and the Issuer have entered into a Stock Option
Agreement covering 1,267,359 shares of the Issuer's common stock, or
approximately 16.6% of the total shares that would be outstanding
following exercise (including the shares issued upon exercise). The number
of shares covered by the Option is subject to certain adjustments. See Item
4. Prior to the exercise of the option granted pursuant to such Stock
Option Agreement, Reporting Person is not entitled to any rights as a
shareholder of the Issuer with respect to any shares underlying the Option.
Unless and until the option is exercised by the Reporting Person, the
Reporting Person disclaims beneficial ownership of the shares covered by
the Stock Option Agreement.
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $.31 per share ("First Liberty Common
Stock"), of First Liberty Bank Corp. ("First Liberty"). The address of the
principal executive offices of First Liberty is 645 Washington Avenue, P.O. Box
39, Jermyn, Pennsylvania, 18433-0039.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Community Bank System, Inc.
("CBSI"). CBSI is a Delaware corporation with its principal executive offices at
5790 Widewaters Parkway, Dewitt, New York 13214. CBSI is registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended, and is
principally engaged in the business of managing and controlling a bank and
activities related to banking.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of CBSI containing the following information with respect
to each such person: (a) name, (b) business address and (c) present principal
occupation or employment, and the name and, if different than such person's
business address, the address of any corporation or other organization in which
such employment is conducted. To the best of CBSI's knowledge, each person
listed in Schedule I is a United States citizen. The information contained in
Schedule I is incorporated herein by reference.
During the past five years, neither CBSI nor, to the best of CBSI's
knowledge, any person named in Schedule I: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Option Agreement dated as of November 29, 2000
("Option Agreement"), First Liberty has granted to CBSI an option ("Option") to
purchase up to 1,267,359 shares of First Liberty Common Stock, at a price of
$13.25 per share, subject to adjustment as provided therein. To the best of
CBSI's knowledge, none of the events permitting the exercise of the Option has
occurred as of the date hereof. Had the Option been exercisable on November 29,
2000, the aggregate amount of funds required to exercise the Option in full at
an exercise price of $13.25 per share would have been $16,792,506.75. If and
when the Option is exercised, CBSI's source of funds will be its working capital
or funds borrowed from one or more financing sources in the ordinary course of
business, or a combination of both; the identity of any such lender(s) has not
yet been determined.
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ITEM 4. PURPOSE OF TRANSACTION.
On November 29, 2000, CBSI and First Liberty entered into an Agreement
and Plan of Merger ("Merger Agreement") that provides that First Liberty shall
be acquired by CBSI through the merger ("Merger") of First Liberty with and into
CBSI, with CBSI as the surviving corporation (the "Surviving Corporation").
At the Effective Time (as defined in the Merger Agreement), all of the
shares of capital stock of First Liberty shall, by virtue of the Merger, be
converted into the right to receive the merger consideration described below in
Item 6. Following the consummation of the Merger, the certificate of
incorporation and bylaws of CBSI shall be the certificate of incorporation and
bylaws, respectively, of the Surviving Corporation.
The parties expect that, following the consummation of the Merger,
First Liberty Bank & Trust, ("First Liberty Bank"), a Pennsylvania banking
institution and a wholly owned subsidiary of First Liberty, shall merge with and
into Community Bank, N.A. ("Community Bank"), a national banking association and
wholly-owned subsidiary of CBSI, with Community Bank being the continuing bank.
CBSI and First Liberty have entered into the Option Agreement as a
condition to CBSI's entering into the Merger Agreement and to facilitate the
consummation of the Merger and the other transactions contemplated by the
Merger Agreement (collectively, the "Transactions").
Consummation of the Transactions is subject to, among other things,
receipt of all necessary shareholder and government approvals. Upon consummation
of the Transactions, the separate corporate existence of First Liberty shall
cease, and all outstanding shares of First Liberty Common Stock (except as
otherwise provided in the Merger Agreement) will be converted into shares of
common stock, no par value, of CBSI ("CBSI Common Stock") and cash in lieu of
fractional shares, if any. As a result, First Liberty Common Stock will cease to
be authorized and quoted in an inter-dealer quotation system of a registered
national securities association and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
(the "Exchange Act").
CBSI has no present intention to purchase shares of First Liberty
Common Stock in the open market or private transactions prior to the
consummation of the Transactions.
Except as otherwise set forth in Items 4, 5 and 6 hereof, CBSI does not
now have any plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of First Liberty, or the
disposition of securities of First Liberty; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving First
Liberty or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of First Liberty or of any of its subsidiaries; (iv) any change
in the present Board of Directors or management of First Liberty, including any
change in
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the number or term of First Liberty directors or the filling of any existing
vacancies on the Board of Directors of First Liberty; (v) any material change in
the present capitalization or dividend policy of First Liberty; (vi) any other
material change in the business or corporate structure of First Liberty; (vii)
changes in First Liberty's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of First Liberty by
any person; (viii) causing a class of securities of First Liberty to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of First Liberty becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (x) any action similar to those listed under the preceding
clauses (i) through (ix).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 1,267,359 shares of First Liberty Common Stock subject to the
Option represent approximately 16.6% of the shares of First Liberty Common Stock
that would be issued and outstanding upon exercise of the Option in full
(including the shares issued upon exercise of the Option). Prior to the exercise
of the Option, CBSI is not entitled to any rights as a shareholder of First
Liberty with respect to any shares of First Liberty Common Stock underlying the
Option. Unless and until the Option is exercised, CBSI disclaims beneficial
ownership of the First Liberty Common Stock subject to the Option.
Except as otherwise described herein, neither CBSI nor, to the best of
CBSI's knowledge, any of the persons listed on Schedule I hereto, beneficially
owns any shares of First Liberty Common Stock. No transactions in First Liberty
Common Stock were effected during the past 60 days by CBSI or, to the best of
CBSI's knowledge, by any of the persons listed on Schedule I hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
OPTION AGREEMENT
Set forth below is a description of selected provisions of the Option
Agreement. Such description is qualified in its entirety by reference to the
copy of the Option Agreement filed as Exhibit 99.2 to CBSI's Current Report on
Form 8-K filed on December 6, 2000, which agreement is incorporated herein by
reference.
Under the Option Agreement, First Liberty granted CBSI an
unconditional, irrevocable option to purchase up to 1,267,359 shares of First
Liberty Common Stock at a purchase price of $13.25 per share, (the "Option
Price"), subject to the terms and conditions in the Option Agreement. 1,267,359
shares represent approximately 19.9% of the 6,368,640 shares of First Liberty
Common Stock issued and outstanding on November 29, 2000 and will represent,
upon exercise in full of the Option, approximately 16.6% of the then issued and
outstanding shares of First Liberty Common Stock. The Option Agreement was
executed to facilitate the Transactions. CBSI, or any other holder
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of the Option (the "Holder"), may exercise the Option, in whole or in part, and
from time to time, if both an Initial Triggering Event and a Subsequent
Triggering Event (each as defined below) shall have occurred after the execution
of the Option Agreement and prior to the occurrence of an Exercise Termination
Event (as defined below), provided, that the Holder shall have sent the written
notice of such exercise within six months following such Subsequent Triggering
Event; provided, however, that if the Option cannot be exercised on any day
because of any injunction, order or similar restraint issued by a court of
competent jurisdiction, the period during which the Option may be exercised
shall be extended so that the Option shall expire no earlier than on the 10th
business day after such injunction, order or restraint shall have been dissolved
or when such injunction, order or restraint shall have become permanent and no
longer subject to appeal, as the case may be.
If there is any change in the number of the issued and outstanding
shares of First Liberty Common Stock, the number of shares subject to the Option
shall be increased or decreased, as appropriate, such that the adjusted number
shall equal 19.9% of the then issued and outstanding shares of First Liberty
Common stock, without giving effect to shares subject or issued pursuant to the
Option. In addition, if First Liberty issues or agrees to issue any shares of
First Liberty Common Stock at a price less than the Option Price then in effect
(other than pursuant to exercise of existing employee stock options), then the
Option Price shall be adjusted to equal such lesser price.
In the event of any change in, or distributions in respect of, the
First Liberty Common Stock by reason of stock dividends, splits, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of shares,
distributions on or in respect of the First Liberty Common Stock that would be
prohibited under the terms of the Merger Agreement, or the like, the type of
securities and number of shares of First Liberty Common Stock purchasable
pursuant to the Option Agreement and the Option Price shall be appropriately
adjusted in such manner as shall fully preserve the economic benefits provided
to CBSI pursuant to the Option Agreement.
The term "Initial Triggering Event" shall mean any of the following
events or transactions occurring after the execution of the Option Agreement:
(a) First Liberty or any of its Subsidiaries (as defined in
the Merger Agreement; each a "First Liberty Subsidiary"), without having
received CBSI's prior written consent, shall have entered into a letter of
intent or a definitive agreement to engage in an Acquisition Transaction (as
hereinafter defined) with any Person (as defined in the Merger Agreement) other
than CBSI or any of its Subsidiaries (each a "CBSI Subsidiary"). For purposes of
the Option Agreement and this filing, "Acquisition Transaction" shall mean (i) a
merger or consolidation, or any similar transaction, involving First Liberty or
any "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X
promulgated by the Securities and Exchange Commission (the "SEC")) of First
Liberty, (ii) a purchase, lease or other acquisition or assumption of all or a
substantial portion of the assets or deposits of First Liberty or any
significant subsidiary of First Liberty, (iii) a purchase or other acquisition
(including by way of merger,
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consolidation, share exchange or otherwise) of securities representing 10% or
more of the outstanding voting power of First Liberty or any significant
subsidiary thereof, or (iv) any substantially similar transaction;
(b) First Liberty or any First Liberty Subsidiaries, without
having received CBSI's prior written consent, shall have authorized,
recommended, proposed, or publicly announced its intention to authorize,
recommend or propose to engage in, an Acquisition Transaction with any person
other than CBSI or a CBSI Subsidiary;
(c) Any Person (other than CBSI, any CBSI Subsidiary or any
existing shareholder of the First Liberty who has beneficial ownership of 10% or
more of the outstanding shares of First Liberty Common Stock provided that such
shareholder does not acquire beneficial ownership of 15% or more of such shares)
shall have acquired beneficial ownership or the right to acquire beneficial
ownership of 10% or more of the outstanding shares of First Liberty Common Stock
(the term "beneficial ownership" for purposes of the Option Agreement and this
filing having the meaning assigned thereto in Section 13(d) of the Exchange Act,
and the rules and regulations thereunder) or any Person other than CBSI or any
CBSI Subsidiary shall have commenced (as such term is defined under the rules
and regulations of the SEC), or shall have filed or publicly disseminated a
registration statement, tender offer statement, proxy statement or similar
disclosure statement with respect to or in connection with, a tender offer or
exchange offer to purchase any shares of First Liberty Common Stock such that,
upon consummation of such offer, such Person would beneficially own, directly or
indirectly, 10% or more of the then outstanding shares of First Liberty Common
Stock (such an offer being referred to herein as a "Tender Offer" or an
"Exchange Offer," respectively);
(d) (i) the holders of First Liberty Common Stock shall fail
to approve the Merger Agreement and the transactions contemplated thereby at the
special meeting of stockholders held for the purpose of voting on such approval,
(ii) such meeting shall not have been held or shall have been cancelled prior to
termination of the Merger Agreement, or (iii) the Board of Directors of First
Liberty shall have withdrawn or modified, or publicly announced its intent to
withdraw or modify, in any manner adverse to CBSI, its recommendation that the
shareholders of First Liberty approve the transactions contemplated by the
Merger Agreement, or fail to publicly oppose any Acquisition Transaction made by
a third party, in each case after (A) there has been a public disclosure
(including any written or oral communication that is or becomes the subject of a
public disclosure) that any Person other than CBSI or any CBSI Subsidiary has
(x) made, or disclosed an intention to make, a proposal to engage in an
Acquisition Transaction, (y) commenced, or filed or publicly disseminated a
registration statement, tender offer statement, proxy statement or similar
disclosure statement with respect to or in connection with, a Tender Offer or an
Exchange Offer, or (z) filed an application (or given a notice), whether in
draft or final form, under any federal or state banking laws seeking regulatory
approval to engage in an Acquisition Transaction, and (B) such Acquisition
Transaction, Tender Offer or Exchange Offer, as the case may be, is not
subsequently Publicly Withdrawn (as defined below) at least 30 days prior to the
date of
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the special meeting of shareholders of First Liberty to be held for the purpose
of considering whether to approve the Merger Agreement; or
(e) After an overture is made by a third party to First
Liberty or its shareholders to engage in an Acquisition Transaction, First
Liberty shall have breached any covenant or agreement contained in the Merger
Agreement and such breach would entitle CBSI to terminate the Merger Agreement
(whether immediately, upon the giving of notice or passage of time, or both).
The term "Subsequent Triggering Event" shall mean either of the
following events or transactions occurring after the date of the Option
Agreement:
(a) The acquisition by any Person of beneficial ownership of
20% or more of the then outstanding shares of First Liberty Common Stock; or
(b) The occurrence of the Initial Triggering Event described
in subparagraph (a) of the definition of the Initial Triggering Event above,
except that the percentage referred to in clause (iii) of that subparagraph
shall be 20%.
The term "Publicly Withdrawn" for purposes of the Option Agreement and
this filing shall mean an unconditional and bona fide withdrawal of a proposal
to engage in an Acquisition Transaction, coupled with a public announcement of
no further interest in pursuing such proposal or in acquiring any controlling
interest over First Liberty or in soliciting or inducing any other Person (other
than CBSI or any of its affiliates) to do so.
Each of the following shall be an "Exercise Termination Event": (a) the
Effective Time (as defined in the Merger Agreement); (b) termination of the
Merger Agreement in accordance with the provisions thereof if such termination
occurs prior to the occurrence of an Initial Triggering Event except a
termination by CBSI pursuant to Section 7.1(b)(i) of the Merger Agreement
(unless the breach by First Liberty giving rise to such right of termination is
non-volitional); or (c) the passage of twelve months after termination of the
Merger Agreement if such termination follows the occurrence of an Initial
Triggering Event or is a termination by CBSI pursuant to Section 7.1(b)(i) of
the Merger Agreement (unless the breach by First Liberty giving rise to such
right of termination is non-volitional).
First Liberty agreed to notify CBSI promptly in writing of the
occurrence of any Initial Triggering Event or Subsequent Triggering Event of
which it has notice.
In the Option Agreement, First Liberty also agreed to provide certain
registration rights in respect of the Option and the shares of First Liberty
Common Stock issuable upon exercise thereof.
The Option Agreement also provides that upon the occurrence of a
Subsequent Triggering Event that occurs prior to an Exercise Termination Event,
(a) at the request of any Holder, delivered within 30 days following such
occurrence (or such later period as
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provided in Section 7 of the Option Agreement) but in any event prior to an
Exercise Termination Event, First Liberty shall repurchase the Option from the
Holder at a price equal to the amount by which (i) the Market/Offer Price (as
defined below) exceeds (ii) the Option Price, multiplied by the number of shares
for which this Option may then be exercised, plus, to the extent not previously
reimbursed, CBSI's reasonable out-of-pocket expenses incurred in connection with
the transactions contemplated by, and the enforcement of CBSI's rights under,
the Merger Agreement, including without limitation, legal, accounting and
investment banking fees (the "CBSI's Out-of-Pocket Expenses"), and (b) at the
request from time to time of any owner of shares issued upon exercise of the
Option (the "Owner"), delivered within 30 days following such occurrence (or
such later period as provided in Section 7 of the Option Agreement), First
Liberty shall repurchase such number of shares issued upon exercise of the
Option from the Owner as the Owner shall designate at a price per share equal to
the greater of (i) the Market/Offer Price and (ii) the average price per share
paid by the Owner for the Option Shares so designated, plus, to the extent not
previously reimbursed, CBSI's Out-of-Pocket Expenses.
The term "Market/Offer Price" shall mean the highest of (a) the price
per share of the First Liberty Common Stock at which a tender offer or exchange
offer therefor has been made, (b) the price per share of the First Liberty
Common Stock to be paid by any Person, other than CBSI or a CBSI Subsidiary,
pursuant to an agreement with First Liberty, (c) the highest closing price for
shares of First Liberty Common Stock within the six month period immediately
preceding the required repurchase of Options or Option Shares, as the case may
be, or (d) in the event of a sale of all or substantially all of First Liberty's
or any of its significant subsidiary's assets, the sum of the price paid in such
sale for such assets and the current market value of the remaining assets of
First Liberty, on a consolidated basis, as determined by a nationally recognized
investment banking firm selected by a majority in interest of the Holders or the
Owners, as the case may be, and reasonably acceptable to First Liberty, divided
by the number of shares of First Liberty Common Stock outstanding at the time of
such sale (including, for the purposes of such calculation, the number of
shares, if any, then issuable upon exercise of the Option). In determining the
Market/Offer Price, the value of consideration other than cash shall be
determined by a nationally recognized investment banking firm selected by a
majority in interest of the Holders or the Owners, as the case may be, and
reasonably acceptable to First Liberty.
MERGER AGREEMENT
Set forth below is a description of selected provisions of the Merger
Agreement. Such description is qualified in its entirety by reference to the
copy of the Merger Agreement filed as Exhibit 2.1 to CBSI's Current Report on
Form 8-K filed on December 6, 2000, which agreement is incorporated herein by
reference.
The Merger Agreement provides that First Liberty shall be acquired by
CBSI through the merger of First Liberty with and into CBSI, with CBSI as the
Surviving Corporation. At the Effective Time, all of the issued and outstanding
shares of
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First Liberty Common Stock (other than those with respect to which dissenters'
rights have properly been exercised) shall, by virtue of the Merger, be
converted into the right to receive 0.56 of a share of CBSI Common Stock and
cash in lieu of fractional shares, if any. This exchange ratio of 0.56 is
subject to an appropriate adjustment in the event that the outstanding shares of
CBSI are increased, decreased, changed into or exchanged for a different number
of shares, in each case by reason of any stock split, stock dividend,
recapitalization, reclassification or other similar change, or if CBSI sets a
record date with respect to any of the foregoing prior to the Effective Time.
CBSI also agreed to assume all outstanding stock options to purchase
shares of First Liberty Common Stock under the Upper Valley Bancorp Inc. 1995
Employee Stock Option Plan, such that following the Merger these stock options
shall permit the holders thereof to purchase shares of CBSI Common Stock upon
exercise.
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 qualify for accounting treatment as a pooling of interests. The Merger
Agreement contains customary representations, warranties and covenants of each
party.
The Merger Agreement provides that three of the current directors of
First Liberty, Saul Kaplan, Peter A. Sabia and Harold Kaplan, will serve on the
Board of Directors of CBSI after the Effective Time. Subject to certain
limitations, CBSI also agreed to cause its Board of Directors to re-nominate the
same individuals for at least one additional three-year term after the
expiration of their initial terms and to recommend their re-election by the
CBSI's stockholders. The Merger Agreement also provides that the designees of
First Liberty will also serve on the Board of Directors of Community Bank for so
long as they serve on the Board of Directors of CBSI.
Following the completion of the Merger, CBSI will establish a
nine-member advisory board, consisting of eight members of the current Board of
Directors of First Liberty and Sanford A. Belden, President and Chief Executive
Officer of CBSI, to advise on matters relating to the markets formerly served by
First Liberty.
It is a condition to closing of the Merger that each of Steven R.
Tokach and Joseph R. Solfanelli, officers of First Liberty, enters into an
employment agreement with CBSI and Community Bank, pursuant to which Mr. Tokach
will serve as President and Chief Executive Officer of the division of Community
Bank operating in the market areas in Pennsylvania previously served by the
First Liberty Bank, and Mr. Solfanelli will serve as Executive Vice President
and Chief Legal Officer of that division. Similarly, it is a condition to
closing that William M. Davis, President of First Liberty, enters into a
consulting agreement with Community Bank, pursuant to which he will serve as a
consultant to assist in the integration of the two companies and to promote the
business of Community Bank in the market areas formerly served by First Liberty.
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The completion of the Merger is subject to a number of conditions,
including without limitation, the receipt of all requisite stockholder and
regulatory approvals.
VOTING AGREEMENT
Set forth below is a description of selected provisions of the Voting
Agreement. Such description is qualified in its entirety by reference to the
copy of the form of the Voting Agreement filed as Exhibit 99.1 to CBSI's Current
Report on Form 8-K filed on December 6, 2000, which agreement is incorporated
herein by reference.
In connection with the execution of the Merger Agreement, each director
and executive officer of First Liberty has executed an agreement to vote all of
the shares of First Liberty Common Stock which he is entitled to vote, in favor
of the approval of the Merger Agreement and the Merger. Each such person has
also agreed to refrain from taking actions that could preclude the Merger from
being accounted for as a pooling of interests and to comply with the
requirements of Rule 145 promulgated under the Securities Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Option Agreement, dated as of November 29, 2000, by and between
CBSI and First Liberty, incorporated by reference to Exhibit 99.2 to
the Current Report on Form 8-K filed by CBSI on December 6, 2000.
2. Agreement and Plan of Merger, dated as of November 29, 2000, by and
between CBSI and First Liberty, incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by CBSI on December 6,
2000.
3. Form of Voting Agreement, dated as of November 29, 2000, by and between
CBSI and each director and executive officer of First Liberty,
incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by CBSI on December 6, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 11, 2000 COMMUNITY BANK SYSTEM, INC.
By: /s/ Sanford A. Belden
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Name: Sanford A. Belden
Title: President and Chief Executive Officer
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SCHEDULE I
Following is a list of the executive officers and directors of CBSI, as of the
date hereof. The business address for each executive officer is Community Bank
System, Inc., 5790 Widewaters Parkway, DeWitt, New York 13214:
EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>
Name Office
------- --------
<S> <C>
Sanford A. Belden Director, President and Chief Executive Officer of CBSI and Community
Bank
David G. Wallace Treasurer of CBSI and Executive Vice President and Chief Financial
Officer of Community Bank
Michael A. Patton President, Financial Services, of Community Bank
James A. Wears President, Banking, of Community Bank
Girard H. Mayer Chief Executive Officer, Benefit Plans Administrative Services, Inc.,
a subsidiary of CBSI
</TABLE>
DIRECTORS:
<TABLE>
<CAPTION>
Name and Principal Occupation Business or Residence Address
-------------------------------------- -------------------------------------
<S> <C>
Sanford A. Belden 5790 Widewaters Parkway
President and Chief Executive Officer DeWitt, New York 13214
Community Bank System, Inc.
David C. Patterson Wight and Patterson, Inc.
Wight and Patterson, Inc. 8 Miner Street
Canton, New York 13617
Richard C. Cummings Cummings, Dunckel and Company, LLP
Partner 7557 State Street
Cummings, Dunckel and Company, LLP Lowville, New York 13367
William M. Dempsey 3003 Gulfshore Boulevard North
Retired Apt. 202
Naples, Florida 34103
</TABLE>
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<TABLE>
<S> <C>
William N. Sloan 16 Drumlin Drive
Retired Potsdam, New York 13617
John M. Burgess 6032 Topher Trail
Retired Mulberry, FL 33860
Nicholas A. DiCerbo DiCerbo and Palumbo
Partner 410 Community Bank Bldg.
DiCerbo and Palumbo 201 N. Union Street
Olean, New York 14760
Lee T. Hirschey Climax Manufacturing Co.
Chairman and Chief Executive Officer 7798 N. State Street
Climax Manufacturing Co. Lowville, New York 13367-1290
James A. Gabriel Franklin & Gabriel
Owner Attorneys at Law
Franklin & Gabriel 7185 Main Street
Ovid, New York 14521
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<PAGE> 16
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit 1 Stock Option Agreement, dated as of November 29, 2000, by and between Community Bank System, Inc.
and First Liberty Bank Corp. (1)
Exhibit 2 Agreement and Plan of Merger, dated as of November 29, 2000, by and between Community Bank System,
Inc. and First Liberty Bank Corp. (2)
Exhibit 3 Form of Voting Agreement, dated as of November 29, 2000, by and between
Community Bank System, Inc. and each director and executive officer of First Liberty Bank Corp. (3)
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(1) Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
filed by Community Bank System, Inc. on December 6, 2000.
(2) Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Community Bank System, Inc. on December 6, 2000.
(3) Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K
filed by Community Bank System, Inc. on December 6, 2000.
16
