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): April 3, 2006
[LOGO]
COMMUNITY BANK SYSTEM, INC.
401(k) Employee Stock Ownership Plan
(Exact name of registrant as specified in its charter)
Delaware 001-13695 16-1213679
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214-1883
(Address of principal executive offices) (Zip Code)
(315) 445-2282
(Registrant's telephone number, including area code)
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(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 4.01 Changes in Registrant's Certifying Accountant.
On April 3, 2006, the Audit Committee of the Board of Directors of Community
Bank System, Inc. and the management of the Community Bank System, Inc. 401(k)
Employee Stock Ownership Plan (the "Plan") dismissed PricewaterhouseCoopers LLP
as the independent registered public accounting firm of the Plan and approved
the selection of Dannible & McKee, LLP as the Plan's new independent registered
public accounting firm. Dannible & McKee, LLP will perform the audit for the
Plan's year ending December 31, 2005. The report of PricewaterhouseCoopers LLP
on the financial statements of the Plan for the years ended December 31, 2004
and 2003, contained no adverse opinion, disclaimer of opinion or qualification
or modification as to uncertainty, audit scope or accounting principle. In
connection with its audits for the years ended December 31, 2004 and 2003 and
the during the period from January 1, 2005 through April 3, 2006, there were no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused it to make reference to the
subject matter of the disagreement in connection with its reports on the Plan's
financial statements for such years. No reportable event as described in
Regulation S-K, Item 304 (a) (1) (v) has occurred within the Plan years ended
December 31, 2004 and 2003, or during the period from January 1, 2005 through
April 3, 2006.
The Plan's management did not consult with Dannible & McKee, LLP during the
years ended December 31, 2004 and 2003, and the period from January 1, 2005
through April 3, 2006, on any matter which was the subject of any disagreement
or any reportable event as defined in Regulation S-K, Item 304 (a) (1) (iv) and
Regulation S-K, Item 304 (a) (1) (v), respectively, or on the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Plan's financial
statements, relating to which either a written report was provided to the Plan's
management or oral advice was provided that Dannible & McKee, LLP concluded was
an important factor considered by the Plan's management in reaching a decision
as to the accounting, auditing, or financial reporting issue.
The Plan's management has provided PricewaterhouseCoopers LLP with a copy of the
disclosures contained herein and has filed as an exhibit hereto the response of
PricewaterhouseCoopers LLP to the disclosures set forth in this section.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as a part of this report:
Exhibit No. Description
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16 Letter from Registrant's prior independent registered
public accounting firm
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.
Date: April 7, 2006 /s/ Sanford A. Belden
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Sanford A. Belden, President, Chief Executive Officer
and Director
Date: April 7, 2006 /s/ Scott A. Kingsley
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Scott A. Kingsley, Executive Vice President and Chief
Financial Officer