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 1, 1998
FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-9861 16-0968385
(Commission File Number) (I.R.S. Employer Identification No.)
One M&T Plaza, Buffalo, New York 14240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 842-5445
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On April 1, 1998, First Empire State Corporation ("First Empire")
consummated the merger (the "Merger") of ONBANCorp, Inc. ("ONBANCorp") with and
into Olympia Financial Corp. ("Olympia"), a wholly owned subsidiary of First
Empire, pursuant to the Agreement and Plan of Reorganization dated as of October
28, 1997 by and among First Empire, Olympia and ONBANCorp (the "Reorganization
Agreement"). Disclosure that First Empire, Olympia and ONBANCorp had entered
into the Reorganization Agreement was previously reported by First Empire in its
Current Report on Form 8-K dated October 28, 1997.
After application of the election, allocation and proration procedures
contained in the Agreement and Plan of Merger (the "Merger Agreement") set
forth as Annex A to the Reorganization Agreement, the aggregate consideration
for the Merger consisted of 1,429,998 shares of First Empire common stock and
approximately $266 million in cash. On April 2, 1998, the total number of
shares of First Empire common stock outstanding, including the shares issued
in connection with the Merger, was 8,100,085.
Following the Merger, OnBank & Trust Co., ONBANCorp's commercial bank
subsidiary, and Franklin First Savings Bank, ONBANCorp's savings bank
subsidiary, were merged (the "Bank Merger") with and into Manufacturers and
Traders Trust Company ("M&T Bank"), which had become a wholly owned subsidiary
of Olympia. As a result of the Bank Merger, M&T Bank acquired 59 banking
offices formerly operated by OnBank & Trust Co. in the Syracuse, Rochester and
Albany areas of New York State, and 19 banking offices formerly operated by
Franklin First Savings Bank in Northeastern Pennsylvania.
Upon consummation of the Merger, Robert J. Bennett, William F. Allyn,
Russell A. King, Peter J. O'Donnell, Jr. and John L. Vensel, all formerly
directors of ONBANCorp, became directors of First Empire and M&T Bank. In
addition, Mr. Bennett, formerly Chairman, President and Chief Executive Officer
of ONBANCorp, became Chairman of the Board of Directors of First Empire and a
Vice Chairman of M&T Bank. Robert G. Wilmers, who had been Chairman of the
Board of Directors of First Empire, will continue as First Empire's President
and Chief Executive Officer and will remain M&T Bank's Chairman and Chief
Executive Officer.
The foregoing description of the Merger is qualified in its entirety by
reference to the Reorganization Agreement filed as Exhibit 2 to First Empire's
Current Report on Form 8-K dated October 28, 1997 and the Merger Agreement filed
as Exhibit 2 to First Empire's Current Report on Form 8-K dated January 9, 1998.
First Empire's announcement of the Merger was made by means of a news
release, a copy of which is set forth as Exhibit 99.1 hereto and incorporated
herein by reference.
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Item 7. Financial Statements and Exhibits.
(a) The audited consolidated financial statements of ONBANCorp and its
subsidiaries as of December 31, 1997 and 1996 and for each of the years ended
December 31, 1997, 1996 and 1995, included in ONBANCorp's Annual Report on
Form 10-K for the year ended December 31, 1997, are hereby incorporated by
reference, together with the report of KPMG Peat Marwick LLP, independent
auditors, on such financial statements.
The pro forma financial information required to be filed by Item 7 (b)
to Form 8-K shall be filed under cover of Form 8 as soon as practicable, but
not later than 60 days after this Current Report on Form 8-K would otherwise
be required to be filed.
(b) The following exhibits are filed herewith or incorporated by reference
herein as a part of this report:
Exhibit No.
2.1 Agreement and Plan or Reorganization dated as of
October 28, 1997 by and among First Empire State
Corporation, Olympia Financial Corp. and ONBANCorp,
Inc. Incorporated by reference to Exhibit No. 2 to the
Current Report on Form 8-K dated October 28, 1997 of
First Empire State Corporation (File No. 1-9861).
2.2 Agreement and Plan of Merger, dated as of October 28,
1997, by and among First Empire State Corporation,
Olympia Financial Corp. and ONBANCorp, Inc.
Incorporated by reference to Exhibit No. 2 to the
Current Report on Form 8-K dated January 9, 1998 of
First Empire State Corporation (File No. 1-9861).
23 Consent of KPMG Peat Marwick LLP, independent auditors
to ONBANCorp, Inc. Filed herewith.
99.1 Press Release, dated April 1, 1998. Filed herewith.
99.2 ONBANCorp, Inc. 1997 audited Financial Statements,
together with the Report of the Independent Auditors
thereon. Incorporated by reference to the Annual
Report on Form 10-K of ONBANCorp, Inc. for the year
ended December 31, 1997 (File No. 0-18011).
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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: April 9, 1998 By: /s/ Michael P. Pinto
------------------------
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: April 1, 1998 Commission File Number: 1-9861
FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBITS
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EXHIBIT INDEX
Exhibit No. Page No.
2.1 Agreement and Plan or Reorganization dated as of --
October 28, 1997 by and among First Empire State
Corporation, Olympia Financial Corp. and ONBANCorp,
Inc. Incorporated by reference to Exhibit No. 2 to the
Current Report on Form 8-K dated October 28, 1997
of First Empire State Corporation (File No. 1-9861).
2.2 Agreement and Plan of Merger, dated as of October 28, 1997, --
by and among First Empire State Corporation, Olympia
Financial Corp. and ONBANCorp, Inc. Incorporated by
reference to Exhibit No. 2 to the Current Report on Form
8-K dated January 9, 1998 of First Empire State Corporation
(File No. 1-9861).
23 Consent of KPMG Peat Marwick LLP, independent auditors to 7
ONBANCorp, Inc. Filed herewith.
99.1 Press Release, dated April 1, 1998. Filed herewith. 8
99.2 ONBANCorp, Inc. 1997 audited Financial Statements, together --
with the Report of the Independent Auditors thereon.
Incorporated by reference to the Annual Report on Form
10-K of ONBANCorp, Inc. for the year ended December 31,
1997 (File No. 0-18011).
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