Exhibit 99.1
FIRST EMPIRE STATE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
Financial Statements and Additional Information
December 31, 1995 and 1994
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
INDEX
- -----
Page
Report of independent accountants 3
Financial statements:
Statement of net assets available for plan benefits as of
December 31, 1995 and 1994 4
Statement of changes in net assets available for plan benefits
for the years ended December 31, 1995 and 1994 5
Notes to financial statements 6
Exhibit I - Allocation of net assets available
for plan benefits to investment programs as of
December 31, 1995 and 1994 11
Exhibit II - Allocation of changes in net assets
available for plan benefits to investment programs
for the years ended December 31, 1995 and 1994 13
Additional information:
Schedule I - Schedule of assets held for investment
at December 31, 1995 15
Schedule II - Schedule of transactions in excess of 5% of
fair value of plan assets for the year ended
December 31, 1995 21
-2-
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of
the First Empire State Corporation
Retirement Savings Plan and Trust
We have audited the accompanying statement of net assets available for plan
benefits of the First Empire State Corporation Retirement Savings Plan and Trust
(the Plan) as of December 31, 1995 and 1994 and the related statement of changes
in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's Administrative
Committee. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph of
this report present fairly, in all material respects, the net assets available
for plan benefits of the First Empire State Corporation Retirement Savings Plan
and Trust at December 31, 1995 and 1994, and the changes in its net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
ERISA. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PRICE WATERHOUSE LLP
Buffalo, New York
March 5, 1996
-3-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31
-----------
1995 1994
---- ----
Assets
Cash $ 416,238 7,745
Investments, at current value:
Short-term investments (cost: $10,966,751 and
$10,272,904) 10,966,751 10,272,904
Common stock (cost: $36,061,617 and $27,071,735) 60,674,151 34,666,101
U.S. government and agency obligations (cost:
$2,865,307 and $2,728,247) 3,039,237 2,676,365
Corporate bonds (cost: $2,734,371 and $1,421,332) 2,882,910 1,272,057
Loans to participants (cost: $2,648,774 and
$1,827,121) 2,648,774 1,827,121
----------- ----------
Total investments 80,211,823 50,714,548
Receivables:
Due from broker 510,272 -
Employee contributions 142,337 115,283
Employer contributions 82,967 74,746
Interest and dividends 131,674 73,587
----------- ----------
Total receivables 867,250 263,616
----------- ----------
Total assets 81,495,311 50,985,909
Liabilities
Due to broker 602,999 402,427
----------- ----------
Net assets available for plan benefits $80,892,312 50,583,482
=========== ==========
See accompanying notes to financial statements.
-4-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year ended December 31
----------------------
1995 1994
---- ----
Additions to net assets available for plan benefits
Net investment income (loss):
Interest $ 1,218,874 757,426
Dividends 800,895 594,285
Net realized gain (loss) on sale of investments 407,654 (172,473)
Net appreciation (depreciation) in current
value of investments 17,934,774 (1,378,257)
----------- ----------
Total net investment income (loss) 20,362,197 (199,019)
Contributions:
Employee 12,302,507 5,867,384
Employer 4,085,991 3,503,858
----------- ----------
Total contributions 16,388,498 9,371,242
----------- ----------
36,750,695 9,172,223
Deductions from net assets available for
plan benefits
Benefit payments to participants (6,441,865) (2,542,953)
----------- ----------
Net increase in net assets available for plan
benefits 30,308,830 6,629,270
Net assets available for plan benefits at
beginning of year 50,583,482 43,954,212
----------- ----------
Net assets available for plan benefits at
end of year $80,892,312 50,583,482
=========== ==========
See accompanying notes to financial statements.
-5-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements
1. Description of plan
General
The following description of the First Empire State Corporation Retirement
Savings Plan and Trust ("the Plan") is provided for general information purposes
and is qualified in its entirety by reference to the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Eligibility and participation
The Plan is a defined contribution plan and exists for the benefit of permanent
employees of First Empire State Corporation and its subsidiaries ("the
Company"). Persons who are at least 21 years of age and have completed 12 months
of continuous service are eligible to participate in the Plan. Eligible
employees may elect to participate effective the first day of any January,
April, July or October subsequent to meeting the eligibility criteria.
Administration
The Plan is administered by a committee ("Administrative Committee") which is
appointed by the Board of Directors of Manufacturers and Traders Trust Company
("M&T Bank"), a wholly owned subsidiary of First Empire State Corporation
("First Empire"). The assets of the Plan are held by M&T Bank, as Trustee.
Watson Wyatt Worldwide Company, an actuarial and consulting firm, provides
recordkeeping services on an individual participant basis to the Plan.
The Board of Directors of M&T Bank has the right to terminate, amend or modify
the Plan at any time subject to the Plan provisions. Upon Plan termination,
participants will receive the assets allocated to their accounts.
Contributions
Contributions to the Plan are made by participants through salary reduction and
by the Company through employer matching contributions. Effective October 1,
1995, participants may elect to reduce their compensation by a specified whole
percentage not to exceed 10%, subject to certain limitations under Section
401(k) and Section 415 of the Internal Revenue Code. Prior thereto the maximum
contribution by participants was limited to 8% of compensation. The Company
remits to the Plan on behalf of each participant the amount by which the
participant's compensation is reduced. In addition, the Company makes an
employer matching contribution in an amount equal to 75% of the participant's
contribution limited to 4.5% of the participant's compensation. Compensation is
generally defined in the Plan to mean a participant's base salary for the
calendar year excluding any form of additional compensation. Effective April 1,
1995 compensation has been redefined to include 75% of participants' sales
commissions. Generally, total annual employee contributions may not exceed the
lesser of 25% of compensation, as defined in the Internal Revenue Code, or
$30,000, adjusted for inflation. An individual participant's pre-tax
contribution was limited to $9,240 in both 1995 and 1994. Contributions above
this limit were treated as post-tax contributions.
Participants' accounts, including all salary reduction contributions, employer
matching contributions and increments thereon are at all times fully vested and
nonforfeitable.
-6-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements
Investment programs
Participants may invest their salary reduction contributions in the common stock
of First Empire ("First Empire stock fund"), equity securities other than those
of First Empire ("diversified equity fund"), short-term fixed income securities
other than those of First Empire ("money-market fund") or long-term fixed income
securities other than those of First Empire ("bond fund") in increments of 25%.
A separate account is maintained for each participant's interest in each fund.
There were 3,009 participants in the First Empire stock fund, 2,650 in the
diversified equity fund, 1,615 in the money-market fund and 1,444 in the bond
fund at December 31, 1995. A total of 3,609 employees of the Company were active
participants in the Plan at December 31, 1995. The allocation of net assets
available for Plan benefits to investment programs and allocation of changes in
net assets available for Plan benefits to investment programs are set forth in
Exhibit I and II, respectively.
On January 1, April 1, July 1 and October 1 of each year, participants may, in
accordance with the rules of the Plan, transfer existing balances among the
available investment funds, reduce or increase the percentage of salary
reduction elected and/or redirect their current salary reduction contributions
into different funds. Contributions may be suspended at any time.
Employer matching contributions
Employer matching contributions are invested in the above funds in the same
proportion as elected by the participants.
Loans to participants
Upon written application to the Administrative Committee, participants may
borrow from their account an amount not to exceed the lesser of (1) 50% of the
participant's vested account balance as of the most recent valuation date or (2)
$50,000 reduced by the participant's highest outstanding loan balance in the
twelve months prior to the date of loan origination. The minimum loan amount is
$1,000. Loans bear interest at one percentage point above prime as designated by
M&T Bank and are repaid in equal installments through after-tax payroll
deductions for a period of up to five years.
Withdrawals and distributions
A participant undergoing financial hardship may make withdrawals from the Plan
while employed by the Company, subject to Plan limitations. Upon termination of
employment for any reason, participants are entitled to a distribution of the
full amount of individual account balances as of the revaluation date
immediately following such termination of service.
Unless the participant elects otherwise, distribution of the full amount of the
participant's account balance will be made no later than 60 days after the close
of the calendar year in which the last of the following occurs: (a) the
participant attains age 65; (b) the tenth anniversary of the year in which
participation began; or (c) the participant terminates service with the Company.
The participant may elect to defer distribution of either the minimum required
under Internal Revenue Code Section 401 (a)(9) or the entire balance, until no
later than April 1 of the calendar year following the year in which age 70-1/2
is attained.
-7-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements, continued
2. Summary of significant accounting policies
Basis of accounting
The accounts of the Plan are maintained on the accrual basis.
Investments
Investments are reported on a current value basis. Investments of the First
Empire stock fund, diversified equity fund, money-market fund and bond fund are
traded on national securities exchanges and are valued using the last reported
sales price prior to the close of the Plan year. Investments representing 5% or
more of net assets available for plan benefits at December 31, 1995 and 1994
consisted of the common stock of First Empire and the Vision Group of Funds,
Inc. Money Market Fund. Loans to participants are valued by the Administrative
Committee as no active market exists for such loans. The loans, which are fully
secured by a portion of the participant's vested benefits, were determined to
have a current value which approximates the outstanding principal balance of the
loans at both December 31, 1995 and 1994.
Investment income of the First Empire stock fund, diversified equity fund,
money-market fund and bond fund is allocated to participants based on their
proportionate share of the net assets of the respective investment fund.
Interest income on loans to participants is allocated to participants based on
their respective loan agreement.
Benefit payments to participants
Benefit payments to participants are recorded when paid.
Net assets available for plan benefits and benefit payments to participants
reported on Internal Revenue Service Form 5500 differ from the amounts included
in the financial statements by amounts payable to participants who have elected
to make withdrawals from the Plan. Such amounts were $788,297 and $680,492 at
December 31, 1995 and 1994, respectively.
Administrative expenses
Expenses related to administration of the Plan are paid by the Company.
Brokerage commissions, transfer taxes and similar costs of acquiring or selling
securities are paid by the Plan. The Plan incurred brokerage commissions in 1995
and 1994 totaling $32,108 and $18,639, respectively. These amounts have been
included in the statement of changes in net assets available for plan benefits
in net realized gain or loss on sale of investments for securities sold and net
appreciation or depreciation in fair market value of investments for securities
acquired during the year.
3. Income taxes
The Internal Revenue Service issued a favorable determination letter in 1995
regarding the qualified and tax-exempt status of the Plan under Sections 401 and
501 of the Internal Revenue Code. Subsequent to receipt of the favorable
determination letter the Plan was amended. The Administrative Committee is of
the opinion that these amendments do not affect the qualified and tax-exempt
status of the Plan, and accordingly, no provision has been made for income
taxes.
-8-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements, continued
3. Income taxes, continued
Participants are not subject to Federal or state income tax on employer matching
contributions and pre-tax participant salary reduction contributions until such
contributions are withdrawn or distributed. Participants are also not subject to
Federal or state income tax on the earnings and appreciation of the assets of
the Plan until such amounts are withdrawn or distributed.
4. Plan amendments
Effective July 1, 1994, the Plan was amended to allow eligible part-time
employees to participate in the Plan.
During 1995, the Plan was amended to (i)define compensation as prescribed by the
Internal Revenue Code, specifically with respect to the maximum compensation
allowed for a retirement plan, (ii) include 75% of participants' sales
commissions and, (iii)change the required distribution to participants who
attain the age of 70-1/2 years of age.
During 1995, the Plan was also amended to add special eligibility and benefit
provisions for employees of certain entities acquired by the Company in 1994 and
1995 and to accept the transfer of assets associated with account balances of
such employees. Such asset transfers totaled $5,337,797, and have been included
in employee contributions.
5. Related party transactions
During 1995, the Plan acquired in the open market, in 35 transactions, 26,360
shares of First Empire common stock at a cost of $4,694,547. The Plan disposed
of, in 18 transactions, 18,354 shares of First Empire common stock which
resulted in proceeds of $2,704,890 and realized gains of $247,266. In addition,
198,094 shares of First Empire common stock with a total cost of $21,556,170 and
a fair market value of $43,184,492 were held at December 31, 1995.
During 1994, the Plan acquired in the open market, in 27 transactions, 28,667
shares of First Empire common stock at a cost of $4,218,308. The Plan disposed
of, in 16 transactions, 4,308 shares of First Empire common stock which resulted
in proceeds of $636,446 and realized gains of $27,909. In addition, 190,088
shares of First Empire common stock with a total cost of $18,722,361 and a fair
market value of $25,851,968 were held at December 31, 1994.
-9-
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Notes to Financial Statements, continued
6. Net realized gain (loss) on sale of investments
Net realized gain (loss) on sale of investments is comprised of the following:
Net
realized
Total Basis of gain
proceeds assets sold (loss)
-------- ----------- --------
For the year ended December 31, 1995:
First Empire common stock $2,704,890 2,457,624 $ 247,266
Other common stock 1,177,993 1,105,936 72,057
U.S. government and agency
obligations 1,298,388 1,294,697 3,691
Corporate bonds 1,141,819 1,057,179 84,640
---------- --------- ---------
$6,323,090 5,915,436 $ 407,654
========== ========= =========
For the year ended December 31, 1994:
First Empire common stock $ 636,446 608,537 $ 27,909
Other common stock 841,304 971,810 (130,506)
U.S. government and agency
obligations 2,950,220 3,014,217 (63,997)
Corporate bonds 586,968 592,847 (5,879)
---------- --------- ---------
$5,014,938 5,187,411 $(172,473)
========== ========= =========
In accordance with the requirements of ERISA, the basis of assets sold is equal
to either the fair market value at the beginning of the period, for securities
held as of that date, or cost, for securities acquired during the year.
7. Net appreciation in current value of investments
Net appreciation in current value of investments is comprised of the following:
Current Basis of
value at assets held
end of at end Net
period of period appreciation
------ --------- ------------
For the year ended December 31, 1995:
First Empire common stock $43,184,492 28,088,891 $15,095,601
Other common stock 17,489,659 15,026,953 2,462,706
U.S. government and agency
obligations 3,039,237 2,819,712 219,525
Corporate bonds 2,882,910 2,725,968 156,942
-----------
$17,934,774
===========
For the year ended December 31, 1994:
First Empire common stock $25,851,968 26,936,127 $(1,084,159)
Other common stock 8,814,133 8,800,943 13,190
U.S. government and agency
obligations 2,676,365 2,821,767 (145,402)
Corporate bonds 1,272,057 1,433,943 (161,886)
-----------
$(1,378,257)
===========
In accordance with the requirements of ERISA, the basis of assets held at end of
period is equal to either the fair market value at the beginning of the period,
for securities held as of that date, or cost, for securities acquired during the
year.
-10-
Exhibit I
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT PROGRAMS
DECEMBER 31, 1995
First Empire Diversified Money- Bond Participant
stock fund equity fund market fund fund loan account Total
---------- ----------- ----------- ---- ------------ -----
Assets
Cash $ 139,803 171,515 49,807 55,113 - $ 416,238
Investments, at current value
(cost: $21,835,971, $14,785,478,
$10,350,413, $5,656,184 and
$2,648,774):
Short-term investments 279,801 280,031 10,350,413 56,506 - 10,966,751
Common stock 43,184,492 17,489,659 - - - 60,674,151
U.S. government and agency
obligations - - - 3,039 237 - 3,039,237
Corporate bonds - - - 2,882,910 - 2,882,910
Loans to participants - - - - 2,648,774 2,648,774
----------- ---------- ---------- --------- --------- -----------
Total investments 43,464,293 17,769,690 10,350,413 5,978,653 2,648,774 80,211,823
Receivables:
Due from broker - 510,272 - - - 510,272
Employee contributions 66,266 48,915 15,044 12,112 - 142,337
Employer contributions 37,786 28,419 9,359 7,403 - 82,967
Interest and dividends - 19,590 - 112,084 - 131,674
----------- ---------- ---------- --------- --------- -----------
Total receivables 104,052 607,196 24,403 131,599 - 867,250
----------- ---------- ---------- --------- --------- -----------
Total assets 43,708,148 18,548,401 10,424,623 6,165,365 2,648,774 81,495,311
Liabilities
Due to broker 416,479 186,520 - - - 602,999
----------- ---------- ---------- --------- --------- -----------
Net assets available for
plan benefits $43,291,669 18,361,881 10,424,623 6,165,365 2,648,774 $80,892,312
=========== ========== ========== ========= ========= ===========
-11-
Exhibit I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT PROGRAMS
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
First Empire Diversified Money- Bond Participant
stock fund equity fund market fund fund loan account Total
---------- ----------- ----------- ---- ------------ -----
Assets
Cash $ 635 1,761 5,349 - - $ 7,745
Investments, at current value
(cost: $19,011,941, $9,618,466,
$8,700,528, $4,163,283 and
$1,827,121):
Short-term investments 289,580 1,269,092 8,700,528 13,704 - 10,272,904
Common stock 25,851,968 8,814,133 - - - 34,666,101
U.S. government and agency
obligations - - - 2,676,365 - 2,676,365
Corporate bonds - - - 1,272,057 - 1,272,057
Loans to participants - - - - 1,827,121 1,827,121
----------- ---------- --------- --------- --------- -----------
Total investments 26,141,548 10,083,225 8,700,528 3,962,126 1,827,121 50,714,548
Receivables:
Employee contributions 54,185 33,035 16,579 11,484 - 115,283
Employer contributions 34,628 21,524 10,975 7,619 - 74,746
Interest and dividends - 19,939 - 53,648 - 73,587
----------- ---------- --------- --------- --------- -----------
Total receivables 88,813 74,498 27,554 72,751 - 263,616
----------- ---------- --------- --------- --------- -----------
Total assets 26,230,996 10,159,484 8,733,431 4,034,877 1,827,121 50,985,909
Liabilities
Due to broker 288,011 114,416 - - - 402,427
----------- ---------- --------- --------- --------- -----------
Net assets available for
plan benefits $25,942,985 10,045,068 8,733,431 4,034,877 1,827,121 $50,583,482
=========== ========== ========= ========= ========= ===========
-12-
Exhibit II
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT
PROGRAMS YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
First Empire Diversified Money- Bond Participant
stock fund equity fund market fund fund loan account Total
---------- ----------- ----------- ---- ------------ -----
Additions to net assets available
for plan benefits
Net investment income:
Interest $ 8,597 85,633 598,516 348,862 177,266 $ 1,218,874
Dividends 472,705 328,190 - - - 800,895
Net realized gain on sale
of investments 247,266 72,057 - 88,331 - 407,654
Net appreciation in current
value of investments 15,095,601 2,462,706 - 376,467 - 17,934,774
----------- --------- --------- --------- ------- -----------
Total net investment income 15,824,169 2,948,586 598,516 813,660 177,266 20,362,197
Contributions:
Employee 4,057,000 3,804,600 2,811,267 1,447,587 182,053 12,302,507
Employer 1,845,451 1,271,596 566,642 402,302 - 4,085,991
----------- --------- --------- --------- ------- -----------
Total contributions 5,902,451 5,076,196 3,377,909 1,849,889 182,053 16,388,498
----------- --------- --------- --------- ------- -----------
21,726,620 8,024,782 3,976,425 2,663,549 359,319 36,750,695
Deductions from net assets
available for plan benefits
Benefit payments to participants (3,327,544) (959,098) (1,700,477) (454,746) - (6,441,865)
Interfund transfers
Loans, net of repayments 114,927 (210,555) (405,607) (138,365) 639,600 -
Reallocation of investments -
additions (deductions) (1,165,319) 1,461,685 (179,150) 60,050 (177,266) -
----------- --------- --------- --------- ------- -----------
(1,050,392) 1,251,130 (584,757) (78,315) 462,334 -
----------- --------- --------- --------- ------- -----------
Net increase in net
assets available for plan
benefits $17,348,684 8,316,814 1,691,191 2,130,488 821,653 $30,308,830
=========== ========= ========= ========= ======= ===========
-13-
Exhibit II
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENERITS TO INVESTMENT
PROGRAMS YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------
First Empire Diversified Money- Bond Participant
stock fund equity fund market fund fund loan account Total
---------- ----------- ----------- ---- ------------ -----
Additions to net assets available
for plan benefits
Net investment income (loss):
Interest $ 4,842 54,079 327,280 249,906 121,319 $ 757,426
Dividends 390,346 203,939 - - - 594,285
Net realized gain (loss) on sale
of investments 27,909 (130,506) - (69,876) - (172,473)
Net appreciation (depreciation)
in current value of investments (1,084,159) 13,190 - (307,288) - (1,378,257)
--------- --------- --------- ------- ------- ---------
Total net investment
income (loss) (661,062) 140,702 327,280 (127,258) 121,319 (199,019)
Contributions:
Employee 2,871,120 1,568,523 833,610 594,131 - 5,867,384
Employer 1,693,096 937,858 488,403 384,501 - 3,503,858
--------- --------- --------- ------- ------- ---------
Total contributions 4,564,216 2,506,381 1,322,013 978,632 - 9,371,242
--------- --------- --------- ------- ------- ---------
3,903,154 2,647,083 1,649,293 851,374 121,319 9,172,223
Deductions from net assets
available for plan benefits
Benefit payments to participants (1,227,268) (439,535) (659,549) (216,601) - (2,542,953)
Interfund transfers
Loans, net of repayments 190,046 (125,915) (317,862) (58,201) 311,932 -
Reallocation of investments -
additions (deductions) (395,493) 1,181,233 (111,339) (553,082) (121,319) -
---------- --------- ------- ------- ------- ---------
(205,447) 1,055,318 (429,201) (611,283) 190,613 -
---------- --------- ------- ------- ------- ---------
Net increase in net
assets available for plan
benefits $2,470,439 3,262,866 560,543 23,490 311,932 $ 6,629,270
========== ========= ======= ====== ======= ===========
-14-
Schedule I
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- --------- --------- ----- -------- -----
Short-term investments
Vision Group of Funds, Inc. Money
Market Fund 10,966,751 $ 1.000 $10,966,751 $ 1.000 $10,966,751
----------- -----------
Total short-term investments $10,966,751 $10,966,751
----------- -----------
Common stock
Consumer products and services:
Ball Corporation 9,500 28.633 272,012 27.750 263,625
CPC International Inc. 6,000 46.777 280,659 68.625 411,750
Dow Jones & Co. 6,300 31.227 196,731 39.875 251,212
Dun & Bradstreet Companies, Inc. 4,800 54.771 262,900 64.750 310,800
First Brands Corporation 7,000 32.823 229,762 47.625 333,375
General Mills 4,000 46.926 187,702 57.750 231,000
Harcourt General Inc. 6,700 35.518 237,968 41.875 280,562
Limited Inc. 15,000 20.088 301,312 17.125 256,875
Masco Corp. 8,000 28.671 229,365 31.375 251,000
McGraw Hill Inc. 1,700 66.444 112,954 87.125 148,113
Pep Boys Manny Moe & Jack 13,000 26.870 349,310 25.625 333,125
Quaker State Corp. 26,500 14.384 381,166 12.750 337,875
Reader's Digest Association Inc. 3,800 46.640 177,231 51.250 194,750
Stride Rite Corp. 22,500 12.913 290,549 7.375 165,938
U.S. West Media Group 11,500 17.501 201,261 19.000 218,500
----------- -----------
Total consumer products and services 3,710,882 3,988,500
----------- -----------
-15-
Schedule I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
- -------------------------------------------------------------------------------
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- ------ --------- ---- -------- -----
Common stock (continued)
Energy:
AMOCO Corp. 4,000 $ 62.995 $ 251,980 $ 71.500 $ 286,000
Coastal Corp. 6,000 27.995 167,970 37.000 222,000
Nabors Industries, Inc. 25,500 8.495 216,622 11.250 286,875
Ku Energy 9,500 28.015 266,140 30.000 285,000
Schlumberger Limited 5,000 57.523 287,613 69.250 346,250
Ultramar Corp. 13,500 21.378 288,603 25.750 347,625
Unocal Corp. 13,500 27.284 368,328 29.125 393,188
Wicor Inc. 10,300 29.143 300,171 32.250 332,175
----------- -----------
Total energy 2,147,427 2,499,113
----------- -----------
Financial:
American International Group Inc. 2,100 44.004 92,408 92.500 194,250
Federal National Mortgage Association 1,700 71.011 120,719 123.875 210,588
First Colony Corp 10,000 24.719 247,190 25.375 253,750
First Empire State Corporation* 198,094 108.818 21,556,170 218.000 43,184,492
General Reinsurance Corp. 1,500 117.946 176,919 155.000 232,500
ITT Hartford 6,000 48.878 293,270 48.375 290,250
Morgan, JP & Company, Inc. 2,200 65.957 145,105 80.250 176,550
----------- -----------
Total financial 22,631,781 44,542,380
----------- -----------
Health care:
Johnson & Johnson Co. 1,200 48.798 58,558 85.500 102,600
Merck & Co., Inc. 1,500 51.539 77,309 65.625 98,438
Mylan Laboratories, Inc. 3,750 12.664 47,491 23.500 88,125
Perrigo Co. 29,000 12.659 367,125 11.875 344,375
----------- -----------
Total health care 550,483 633,538
----------- -----------
* See note 5 to the financial statements
-16-
Schedule I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- ------ --------- ---- -------- -----
Common stock (continued)
Industrials:
Aluminum Company of America 3,500 $ 37.343 $ 130,702 $ 52.875 $ 185,062
Avnet, Inc. 4,800 33.063 158,701 44.750 214,800
Barrick Gold Corp. 6,000 25.074 150,445 26.375 158,250
Commercial Metals Co. 15,666 22.519 352,788 24.750 387,733
Cooper Industries Inc. 7,600 40.646 308,906 36.750 279,300
Corning Inc. 7,300 34.204 249,686 32.000 233,600
Crown Cork & Seal Co. Inc. 2,200 36.245 79,739 41.750 91,850
CSX Corp. 3,000 37.310 111,930 45.625 136,875
Emerson Electric Company 3,400 55.546 188,857 81.750 277,950
Kirby Corp. 23,500 16.550 388,918 16.250 381,875
Santa Fe Pacific Gold Corp. 20,100 12.409 249,426 12.125 243,712
Union Pacific Corp. 3,500 59.406 207,920 66.000 231,000
Zero Corp. 20,200 13.742 277,580 17.750 358,550
----------- -----------
Total industrials 2,855,598 3,180,557
----------- -----------
Materials:
Champion International Corp. 3,200 30.074 96,236 42.000 134,400
DuPont (E.I.) DeNemours & Company 6,300 54.403 342,736 69.875 440,212
Hercules, Inc. 9,300 31.730 295,091 56.375 524,287
Material Sciences Corp. 19,750 12.227 241,489 14.875 293,781
Newmont Mining Company 7,666 40.824 312,956 45.375 347,845
Olin Corp. 5,000 69.191 345,953 74.250 371,250
Placer Dome Inc. 9,000 23.042 207,380 24.125 217,125
Potash Corp. Saskatchewan Inc. 7,700 27.433 211,232 70.875 545,738
RTZ Place Sponsored ADR 3,800 52.844 200,806 57.500 218,500
----------- -----------
Total materials 2,253,879 3,093,138
----------- -----------
-17-
Schedule I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- ------ --------- ---- -------- -----
Common stock (continued)
Technology:
AMP Inc. 5,800 $ 31.220 $ 181,075 $ 38.250 $ 221,850
Continuum Company Inc. 11,100 20.073 222,815 39.500 438,450
Hewlett-Packard Co. 2,200 31.370 69,014 83.750 184,250
Micron Technology Inc. 5,000 21.560 107,800 39.625 198,125
Texas Instruments, Inc. 3,800 35.562 135,135 51.500 195,700
----------- -----------
Total technology 715,839 1,238,375
----------- -----------
Utilities:
American Telephone & Telegraph Co. 5,300 46.268 245,220 64.750 343,175
IPALCO Enterprises Inc. 7,900 30.873 243,897 38.125 301,188
PECO Energy 9,000 27.631 248,680 30.125 271,125
Pub Svc Co. Colo 9,000 29.885 268,968 35.375 318,375
Union Electric Co. 2,500 35.302 88,256 41.750 104,375
U.S. West Communications Group 4,500 22.379 100,707 35.625 160,312
----------- -----------
Total utilities 1,195,728 1,498,550
----------- -----------
Total common stock $36,061,617 $60,674,151
----------- -----------
-18-
Schedule I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- ------ --------- ---- -------- -----
U.S. government and agency obligations
U.S. Treasury note, 7.00%, due 09/30/96 $ 50,000 $ 99.710 $ 49,855 101.250 $ 50,625
U.S. Treasury note, 6.875%, due 10/31/96 350,000 99.406 347,922 101.281 354,484
U.S. Treasury note, 7.25%, due 11/30/96 225,000 99.281 223,382 101.750 228,938
Tennessee Valley Auth Pwr Bd, 6.00%, 115,000 100.154 115,177 100.594 115,683
due 01/15/97
U.S. Treasury note, 8.125%, due 02/15/98 125,000 98.485 123,106 105.719 132,149
U.S. Treasury note, stripped generic 100,000 78.433 78,433 86.156 86,156
coupon, due 11/15/98
Federal Home Loan Mortgage Corp.,
6.00%, due 05/15/99 202,046 101.297 204,666 100.480 203,016
U.S. Treasury note, 8.00%, due 08/15/99 100,000 96.643 96,643 108.625 108,625
U.S. Treasury note, 6.375%, due 01/15/2000 150,000 99.805 149,708 103.625 155,437
U.S. Treasury note, 8.75%, due 08/15/2000 100,000 101.453 101,453 113.563 113,563
U.S. Treasury note, 8.00%, due 05/15/2001 125,000 99.434 124,293 111.875 139,843
U.S. Treasury note, 6.375%, due 08/15/2002 150,000 98.931 148,396 104.938 157,407
U.S. Treasury note, 7.25%, due 08/15/2004 500,000 96.894 484,469 111.188 555,940
U.S. Treasury note, 7.50%, due 02/15/2005 250,000 107.156 267,890 113.375 283,437
U.S. Treasury note, 6.50%, due 05/15/2005 50,000 99.609 49,805 106.438 53,219
U.S Treasury note, 5.875%, due 11/15/2005 100,000 101.984 101,984 102.022 102,219
Federal National Mortgage Association,
5.50%, due 01/25/2013 200,000 99.063 198,125 99.248 198,496
---------- ----------
Total U.S. government and agency
obligations $2,865,307 $3,039,237
---------- ----------
-19-
Schedule I
(continued)
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Assets Held for Investment
December 31, 1995
Number of
shares or
principal Total Current value
Name and title of issue amount Unit cost cost Per unit Total
- ----------------------- ------ --------- ---- -------- -----
Corporate bonds
Lehman Bros. Holdings Inc., zero coupon
note, due 05/16/97 $ 300,000 $ 82.385 $ 247,155 $ 91.787 $ 275,361
Lehman Bros. Holdings Inc., zero coupon
note, due 05/16/98 35,000 83.809 29,333 86.829 30,390
Discover Card, 6.25%, due 08/15/98 100,000 99.681 99,681 101.376 101,376
Allied Corp zero coupon note, due 09/15/98 100,000 84.859 84,859 84.588 84,588
PepsiCo, Inc. note, 7.625%, due 11/01/98 50,000 99.758 49,879 105.578 52,789
Norwest Finl Inc, 8.375%, due 1/15/2000 350,000 103.006 360,521 106.858 374,003
Chrysler Financial Corp. notes, 6.625%,
due 08/15/2000 300,000 96.235 288,705 102.549 307,647
Citicorp Med Term note, 8.30%,
due 11/23/2001 150,000 104.053 156,080 110.608 165,912
Chase Manhattan Corp. sub-note, 9.05%,
due 02/01/2002 150,000 100.000 150,000 103.470 155,205
Ultramar CR Corp GTD note, 8.625%,
due 07/01/2002 465,000 109.284 508,171 112.495 523,102
Wal Mart Stores Inc. note, 6.50%,
due 06/01/2003 100,000 99.626 99,626 102.648 102,648
Boeing Co. note, 6.35%, due 06/15/2003 301,000 93.874 282,561 102.528 308,609
Hertz Corp. Senior note, 6.375%,
due 10/15/2005 400,000 94.450 377,800 100.320 401,280
----------- ------------
Total corporate bonds $ 2,734,371 $ 2,882,910
----------- ------------
Loans to participants
7.00%-10.50%, fully secured by vested
benefits, due 1996 through 2000 $ 2,648,774 - $ 2,648,774 - $ 2,648,774
----------- ------------
Total investments $55,276,820 $80,211,823
=========== ===========
-20-
Schedule II
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Schedule of Transactions in Excess of 5% of Fair Value of Plan Assets
For the Year Ended December 31, 1995
Purchases Sales/distributions
-------------------------- ------------------------------------------------------
Number of Number of Gain
Description of asset transactions Cost transactions Proceeds Basis (loss)
- -------------------- ------------ ---- ------------ -------- ----- ------
Short-term investments:
Vision Group of Funds, Inc.
Money Market Fund 416 $21,215,014 223 $20,712,474 20,712,474 -
Common stock:
First Empire State Corporation 35 4,694,547 18 2,704,890 2,457,624 247,266
-21-