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 9, 1998
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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.
On January 9, 1998, First Empire State Corporation ("First Empire") issued
a press release disclosing its earnings for the quarter and year ended December
31, 1997, together with related financial information about First Empire. A
copy of First Empire's January 9 press release is filed as Exhibit 99 hereto and
incorporated herein by reference.
First Empire, First Empire's wholly owned subsidiary, Olympia Financial
Corp. ("Olympia") and ONBANCorp, Inc. ("ONBANCorp") have entered into an
Agreement and Plan of Reorganization, dated as of October 28, 1997, providing
for the merger ("Merger") of ONBANCorp with and into Olympia, with Olympia as
the surviving corporation ("Reorganization Agreement"). The Reorganization
Agreement contemplated execution of an Agreement and Plan of Merger setting
forth the terms and conditions of the Merger ("Plan of Merger"). The Plan of
Merger now has been executed. A copy of the Plan of Merger is filed as
Exhibit 2 hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
Exhibit No.
2 Agreement and Plan of Merger dated as of October 28,
1997, by and among First Empire State Corporation,
Olympia Financial Corp. and ONBANCorp, Inc.
99 Press Release of First Empire State Corporation, dated
January 9, 1998
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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
By: _________________________________
Date: February __, 1998 Michael P. Pinto
Executive Vice President
and Chief Financial Officer
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Report Dated: January 9, 1998 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.
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2 Agreement and Plan of Merger dated as of October 28,
1997, by and among First Empire State Corporation,
Olympia Financial Corp. and ONBANCorp, Inc.
99 Press Release of First Empire State Corporation, dated
January 9, 1998
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