UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2007
Community Bank System, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13695
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16-1213679 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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5790 Widewaters Parkway, DeWitt, New York
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13214 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (315) 445-2282
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Section 8 — Other Events
Item 8.01 Other Events
On January 9, 2007, Community Bank System, Inc. (the “Company”) entered into an Agreement and Plan
of Merger with TLNB Financial Corp., a bank holding company headquartered in Tupper Lake, New York
and the parent of The Tupper Lake National Bank, in an all-cash transaction valued at $34.75 per
share, or approximately $17.6 million in the aggregate. This acquisition, which is subject to
regulatory and TLNB Financial Corp. shareholder approval, is expected to close during the second
quarter of 2007.
Further details are contained in the press release attached hereto as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following Exhibit is filed as an exhibit to this Form 8-K.
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| Exhibit No. |
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Description |
99.1
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Press Release, dated January 9, 2007, announcing the execution of a definitive
merger agreement with TLNB Financial Corp. |
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 hereunto duly authorized.
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Community Bank System, Inc. |
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By:
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/s/ Mark E. Tryniski |
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Name: Mark E. Tryniski
Title: President and Chief Executive Officer |
Dated: January 11, 2007 |
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