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): January 31, 1997
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FIRST EMPIRE STATE CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-9861 16-0968385
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(Commission File Number) (I.R.S. Employer Identification No.)
ONE M&T PLAZA, BUFFALO, NEW YORK 14240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 842-5445
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(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
Item 5. Other Events.
First Empire State Corporation ("First Empire") made a public announcement
on January 31, 1997 that it had completed a trust preferred stock offering that
raised $150 million of capital. The public announcement was made by means of a
news release, the text of which is set forth in Exhibit 99.1 hereto.
The Registration Statement relating to the trust preferred stock offering
is filed with the Securities and Exchange Commission at File Nos. 333-20027 and
333-20027-01. Exhibits 1.1, 4.1, 4.2 and 4.3 hereto, respectively, contain the
Underwriting Agreement, Amended and Restated Trust Agreement, Junior
Subordinated Indenture and Guarantee Agreement in the forms executed at the
closing of the trust preferred stock offering.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as a part of this report:
EXHIBIT NO.
1.1 Underwriting Agreement dated as of January 31, 1997 by and
among First Empire State Corporation, First Empire Capital
Trust I and the Underwriters named therein. Filed herewith.
4.1 Amended and Restated Trust Agreement dated as of January 31,
1997 by and among First Empire State Corporation, Bankers
Trust Company, Bankers Trust (Delaware), and the
Administrators named therein. Filed herewith.
4.2 Junior Subordinated Indenture dated as of January 31, 1997
by and between First Empire State Corporation and Bankers
Trust Company. Filed herewith.
4.3 Guarantee Agreement dated as of January 31, 1997 by and
between First Empire State Corporation and Bankers Trust
Company. Filed herewith.
99.1 News release. Filed herewith.
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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.
FIRST EMPIRE STATE CORPORATION
Date: February 6, 1997 By: /s/Michael P. Pinto
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Michael P. Pinto
Senior Vice President
and Controller
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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
Report Dated: January 31, 1997 Commission File Number: 1-9861
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FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBITS
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EXHIBIT INDEX
EXHIBIT NO.
1.1 Underwriting Agreement dated as of January 31, 1997 by and among First
Empire State Corporation, First Empire Capital Trust I and the
Underwriters named therein. Filed herewith.
4.1 Amended and Restated Trust Agreement dated as of January 31, 1997 by
and among First Empire State Corporation, Bankers Trust Company,
Bankers Trust (Delaware), and the Administrators named therein. Filed
herewith.
4.2 Junior Subordinated Indenture dated as of January 31, 1997 by and
between First Empire State Corporation and Bankers Trust Company.
Filed herewith.
4.3 Guarantee Agreement dated as of January 31, 1997 by and between First
Empire State Corporation and Bankers Trust Company. Filed herewith.
99.1 News release. Filed herewith.
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