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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): February 3, 2017
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
001-13695
(Commission File Number)
5790 Widewaters Parkway, DeWitt, New York
(Address of principal executive offices)
16-1213679
(IRS Employer Identification No.)
13214
(Zip Code)
Registrant’s telephone number, including area code: (315) 445-2282
Not Applicable
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events
On February 3, 2017, Community Bank System, Inc. (“Community Bank System”) issued a press release announcing that it completed
its previously announced acquisition of Northeast Retirement Services, Inc., a Massachusetts corporation (“NRS”), pursuant to the Agreement
and Plan of Merger, dated as of December 2, 2016, by and among the Company, NRS, Cohiba Merger Sub, LLC, and Shareholder
Representative Services LLC, as Stockholders’ Representative. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference into this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release, dated as of February 3, 2017, issued by Community Bank System, Inc.
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.
Community Bank System, Inc.
By:
Name:
Title:
Dated: February 3, 2017
2
/s/ George J. Getman
George J. Getman
EVP and General Counsel
Exhibit Index
Exhibit Number
Description
99.1
Press Release, dated as of February 3, 2017, issued by Community Bank System, Inc.
3
Exhibit 99.1
News Release
For further information, please contact:
5790 Widewaters Parkway, DeWitt, N.Y. 13214
Scott A. Kingsley, EVP & Chief Financial Officer
Office: (315) 445-3121
Community Bank System Completes
Acquisition of Northeast Retirement Services, Inc.
SYRACUSE, N.Y. — February 3, 2017 — Community Bank System, Inc. (“Community Bank System”) (NYSE: CBU) announced
today that it has completed its acquisition of Northeast Retirement Services, Inc. (“NRS”) and its subsidiary Global Trust Company (“GTC”).
Effective as of the closing, NRS is a wholly-owned subsidiary of Benefit Plans Administrative Services, Inc. (“BPAS”) and will operate as
Northeast Retirement Services, LLC, a Delaware limited liability company. The combination of NRS and BPAS has created an organization
with over $80 million in annual revenue, over $50 billion in trust assets and 3,800 retirement and other employee benefit plan administration
clients throughout the United States and Puerto Rico. The cash and stock transaction is valued at approximately $146 million.
BPAS is a national provider of employee benefit related services, including defined contribution, VEBA/HRA, actuarial and pension
services, and collective investment fund and institutional trust services. NRS, which was founded in 1999, is based in Woburn, Massachusetts
and provides institutional transfer agency, master recordkeeping services, custom target date fund administration, trust product administration
and customized reporting services to institutional clients. NRS’s wholly-owned subsidiary, GTC, is a non-depository trust company chartered
in the State of Maine, and provides fiduciary services for collective investment trusts and other products.
Mark E. Tryniski, the President and Chief Executive Officer of Community Bank System commented, “We are very excited that our
partnership with NRS has been finalized and we welcome NRS’s employees and clients to the Community Bank family. We look forward to
continuing NRS’s tradition of excellent customer service and are delighted that the same group of talented employees will continue on after the
closing.”
Thomas Forese, President and Chief Executive Officer of NRS commented, “Today we have joined forces with Community Bank
System and BPAS and look forward to working with our new colleagues to provide highly customized and integrated services to our clients.
NRS remains committed to supporting the evolving needs of existing and potential clients through flexible technology and consultative
solutions out of our Woburn facility.”
Raymond James & Associates acted as exclusive financial advisor to Community Bank System and Cadwalader, Wickersham & Taft
LLP acted as its legal advisor. Loomis & Co. acted as exclusive financial advisor to NRS and Nutter McClennen & Fish LLP acted as its legal
advisor.
Community Bank System, Inc. operates more than 200 customer facilities across Upstate New York and Northeastern Pennsylvania
through its banking subsidiary, Community Bank, N.A. With assets of approximately $8.7 billion, the DeWitt, N.Y. headquartered company is
among the country’s 150 largest financial institutions. In addition to a full range of retail, business, and governmental banking services, the
Company offers comprehensive financial planning, insurance and wealth management services through its’ Community Bank Wealth
Management Group and OneGroup NY, Inc. operating subsidiaries. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a
leading provider of employee benefits administration, trust services, and actuarial consulting services to customers on a national scale.
Community Bank System, Inc. is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more
information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com .
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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The
following factors, among others, could cause the actual results of CBU’s operations to differ materially from CBU’s expectations: the
successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and
changes in legislation or regulatory requirements. These statements are based on the current beliefs and expectations of CBU’s management
and CBU does not assume any duty to update forward-looking statements.