c As filed with the Securities and Exchange
Commission on November 2, 1995
Registration No. 33-_______
_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0968385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One M&T Plaza, Buffalo, New York 14240
(Address of Principal Executive Offices) (Zip Code)
First Empire State Corporation
1983 Stock Option Plan
(Full title of the Plan)
Richard A. Lammert, Esquire
Senior Vice President, General Counsel and Secretary
First Empire State Corporation
One M&T Plaza
Buffalo, New York 14240
(Name and address of agent for service)
(716) 842-5390
(Telephone number, including area code, of agent for service)
Copy to:
Steven Kaplan, Esquire
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
202-942-5998
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount Of
Securities To To Be Price Offering Registration
Be Registered Registered Per Share* Price* Fee
Common Stock 500,000 $192.75 $96,375,000 $33,232.76
$5.00 Par Value Shares
* Estimated solely for the purpose of calculating the
registration fee pursuant to Securities Act Rule 457(c), on the
basis of the average of the high and low sale prices of the
Registrant's Common Stock on the American Stock Exchange on
October 30, 1995, which date is within 5 business days prior to
the date of the filing of this Registration Statement, as
reported by The Wall Street Journal.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The statements contained in Items 3 through 9 of the
registration statement on Form S-8 filed by First Empire State
Corporation (the "Company" or the "Registrant") with the
Securities and Exchange Commission ("Commission") on February
18, 1993 (File No. 33-58500) are hereby incorporated by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York, on
October 30, 1995.
FIRST EMPIRE STATE CORPORATION
By: /s/ JAMES L. VARDON
James L. Vardon
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on October 30, 1995.
Signature Title
/s/ ROBERT G. WILMERS
Robert G. Wilmers Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
/s/ JAMES L. VARDON
James L. Vardon Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
Brent D. Baird Director
*
John H. Benisch Director
*
C. Angela Bontempo Director
*
Robert T. Brady Director
*
Patrick J. Callan Director
David N. Campbell Director
*
James A. Carrigg Director
*
Barber B. Conable, Jr. Director
*
Richard E. Garman Director
*
James V. Glynn Director
Roy M. Goodman Director
Patrick W.E. Hodgson Director
Samuel T. Hubbard, Jr. Director
Lambros J. Lambros Director
*
Wilfred J. Larson Director
*
Jorge G. Pereira Director
*
William C. Shanley, III Director
*
Raymond D. Stevens, Jr. Director
*
Richard D. Trent Director
*
John L. Wehle, Jr. Director
*By /s/ RICHARD A. LAMMERT
Richard A. Lammert
(Attorney-in-Fact)
INDEX OF EXHIBITS
Exhibit 4.1 Provisions of the Restated Certificate of
Incorporation of First Empire State
Corporation defining the rights of security
holders. Incorporated herein by reference to
Exhibit No. 19 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1989 and Exhibit No. 19 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1991 (File No. 1-
9861).
Exhibit 4.2 Provisions of the Bylaws of First Empire
State Corporation defining the rights of
security holders. Incorporated herein by
reference to Exhibit No. 3.2 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 1-9861).
Exhibit 4.3 First Empire State Corporation 1983 Stock
Option Plan, as amended and restated.
Incorporated herein by reference to Exhibit
No. 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31,
1995.
Exhibit 5 Opinion of Richard A. Lammert with respect to
the legality of the Common Stock being
registered. Filed herewith.
Exhibit 15 Not applicable.
Exhibit 23.1 Consent of Price Waterhouse, Independent
Accountants. Filed herewith.
Exhibit 23.2 Consent of Richard A. Lammert. Contained in
his opinion filed as Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain officers and
directors of the Company. Filed herewith.
Exhibit 28 Not applicable.
Exhibit 99 None.