UNITED STATES 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 (Date of earliest event reported): December 8, 2006
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Community Bank System, Inc. (the “Company” ), the bank holding company for Community Bank,
N.A., established a Delaware statutory trust subsidiary, Community Capital Trust IV (the “Trust” ),
which completed the sale of $75,000,000 of trust preferred securities on December 8, 2006. The
Trust issued the trust preferred securities at an annual rate equal to the three month LIBOR rate
plus 1.65%. The trust preferred securities mature on December 15, 2036, and can be called without
penalty beginning on December 15, 2011. The Trust simultaneously issued 2,320 shares of the Trust’s
common securities to the Company for a purchase price of $2,320,000, which constitutes all of the
issued and outstanding common securities of the Trust. The Trust used proceeds from the sale of the
trust preferred securities and common securities to purchase the Company’s junior subordinated
deferrable interest notes due 2036 (the “Debentures”). The net proceeds of the offering will be
used by the Company for general corporate purposes including the early call of the $30,000,000 of
fixed-rate trust preferred securities of Community Capital Trust I, in early 2007.
The Debentures were issued pursuant to an Indenture (the “Indenture”) entered into between the
Company and Wilmington Trust Company, as trustee (the “Trustee”) dated December 8, 2006, a copy of
which is attached hereto as Exhibit 4.1. The terms of the Debentures are substantially the same as
the terms of the trust preferred securities. The interest payments by the Company will be used by
the Trust to pay the quarterly distributions to the holders of the trust preferred securities. The
Indenture permits the Company to redeem the Debenture after December 15, 2011, subject to the terms
of the Indenture and other operative agreements.
The terms of the trust preferred securities are governed by an Amended and Restated
Declaration of Trust, dated December 8, 2006, a copy of which is attached hereto as Exhibit 10.1,
between the Company, as sponsor, Wilmington Trust Company, as Delaware trustee, Wilmington Trust
Company, as institutional trustee, and the Administrators named therein.
Pursuant to a Guarantee Agreement dated December 8, 2006, between the Company and Wilmington
Trust Company, the Company has guaranteed the payment of distributions and payments on liquidation
or redemption of the trust preferred securities. The obligations of the Company under the
Guarantee Agreement, a copy of which is attached hereto as Exhibit 10.2, are subordinate to all of
the Company’s senior debt.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant