Community Bank System, Inc. was incorporated on April 15, 1983, under the Delaware
General Corporation Law. Its principal office is located at 5790 Widewaters
Parkway, DeWitt, New York 13214. The Company is a registered financial holding
company which wholly-owns two significant subsidiaries: Community Bank, N.A.
(the “Bank” or “CBNA”), and Benefit Plans Administrative
Services, Inc. (“BPAS”). BPAS owns four subsidiaries: Benefit Plans
Administrative Services, LLC (“BPA”), a provider of defined contribution
plan administration services; BPAS Actuarial & Pension Services, LLC (“BPAS-APS”)
(formally known as Harbridge Consulting Group, LLC), a provider of actuarial
and benefit consulting services; BPAS Trust Company of Puerto Rico, a Puerto
Rican trust company; and Hand Benefits & Trust Company (“HB&T”),
a provider of collective investment fund administration and institutional trust
services. HB&T owns one subsidiary, Hand Securities, Inc. (“HSI”),
an introducing broker dealer. The Company also wholly-owns two unconsolidated
subsidiary business trusts formed for the purpose of issuing mandatorily-redeemable
preferred securities which are considered Tier I capital under regulatory capital
adequacy guidelines.
The Bank’s business philosophy is to operate as a community bank with
local decision-making, principally in non-metropolitan markets, providing a
broad array of banking and financial services to retail, commercial, and municipal
customers. The Bank owns the following operating subsidiaries: The Carta Group,
Inc. (“Carta Group”), CBNA Insurance Agency, Inc. (“CBNA Insurance”),
CBNA Preferred Funding Corporation (“PFC”), CBNA Treasury Management
Corporation (“TMC”), Community Investment Services, Inc. (“CISI”),
Nottingham Advisors, Inc. (“Nottingham”), OneGroup NY, Inc. (“OneGroup”),
Oneida Wealth Management, Inc. (“OWM”) and Oneida Preferred Funding
II LLC (“OPFCII”). OneGroup and CBNA Insurance are full-service
insurance agencies offering personal and commercial property insurance and other
risk management products and services. PFC and OPFCII primarily act as investors
in residential real estate loans and properties. TMC provides cash management,
investment, and treasury services to the Bank. CISI, the Carta Group, and OWM
provide broker-dealer and investment advisory services. Nottingham provides
asset management services to individuals, corporations, corporate pension and
profit sharing plans, and foundations.
Through the acquisition of Oneida, the Company acquired OneGroup and OWM as
wholly-owned subsidiaries primarily engaged in offering insurance and investment
advisory services. These subsidiaries complement the Company’s other non-banking
financial services businesses.
On January 1, 2014, BPAS-APS, formerly known as Harbridge Consulting Group
LLC, completed its acquisition of a professional services practice from EBS-RMSCO,
Inc., a subsidiary of The Lifetime Healthcare Companies (“EBS-RMSCO”).
This professional services practice, which provides actuarial valuation and
consulting services to clients who sponsor pension and post-retirement medical
and welfare plans, enhanced the Company’s participation in the Western
New York marketplace.
On July 20, 2012, the Bank completed its acquisition of 16 retail branches
in central, northern and western New York from HSBC Bank USA, N.A. (“HSBC”),
acquiring approximately $106 million in loans and approximately $697 million
of deposits. The assumed deposits consisted primarily of core deposits and the
acquired loans consisted of in-market performing loans, primarily residential
real estate loans. Under the terms of the purchase agreement, the Bank paid
First Niagara Bank, N.A. (“First Niagara”), who acquired HSBC’s
Upstate New York banking business and assigned its right to purchase the 16
branches to the Bank, a blended deposit premium of 3.4%.
On November 30, 2011, the Company, through its BPAS subsidiary, acquired in
an all-cash transaction, certain assets and liabilities of CAI Benefits, Inc.
(“CAI”), a provider of actuarial, consulting and retirement plan
administration services, with offices in New York City and Northern New Jersey.
The transaction added valuable service capacity and enhanced distribution prospects
in support of the Company’s broader-based employee benefits business,
including daily valuation plan and collective investment fund administration.
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