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): December 1,
1994
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)
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Item 5. Other Events
On December 1, 1994, First Empire State Corporation
("First Empire") consummated its acquisition (the "Merger") of
Ithaca Bancorp, Inc. ("Ithaca Bancorp"), Ithaca, New York, and
the merger (the "Bank Merger") of Citizens Savings Bank, F.S.B.
("Citizens Savings Bank"), Ithaca Bancorp's savings bank
subsidiary, into Manufacturers and Traders Trust Company ("M&T
Bank"), First Empire's commercial bank subsidiary. The planned
Merger and Bank Merger were previously reported by First Empire
in its Current Report on Form 8-K dated April 1, 1994.
As a result of the Bank Merger, M&T Bank acquired the
Citizens Savings Bank's 12 banking offices in Tompkins, Cortland
and Broome Counties, which are centered in and around Ithaca,
Cortland and Binghamton, New York. At September 30, 1994, Ithaca
Bancorp reported approximately $458 million in assets and $336
million in deposits. Prior to the Merger, Ithaca Bancorp's
common stock had been quoted through the NASDAQ National Market
System registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (File No. 0-18705).
First Empire will pay the holders of Ithaca Bancorp's
common stock a cash consideration of $19.00 per share. Based on
the number of shares of Ithaca Bancorp common stock outstanding
as of the Merger, the aggregate Merger consideration approximates
$44.2 million.
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The foregoing description of the Merger and the Bank
Merger are qualified in their entirety by reference to the
Agreement and Plan of Merger dated as of March 31, 1994 by and
among First Empire, Scholar Merger Corporation and Ithaca Bancorp
filed as Exhibit No. 99.1 to First Empire's Current Report on
Form 8-K dated April 1, 1994.
Moreover, on December 10, 1994, M&T Bank consummated
the acquisition of six branches in Orange County and one branch
in Rockland County, New York from Chemical Bank. M&T Bank
assumed approximately $146 million of deposit liabilities in the
transaction.
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: December 14, 1994 By: /s/James L. Vardon
Executive Vice President
and Chief Financial
Officer
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