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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST EMPIRE STATE CORPORATION FIRST EMPIRE CAPITAL TRUST I
(Exact Name of Registrant (Exact Name of Registrant
as Specified in its Charter) as Specified in its Charter)
New York Delaware
(State of Incorporation of (State of Incorporation or
Organization) Organization)
16-0968385 52-6836331
(IRS Employer Identification (IRS Employer Identification
Number) Number)
One M&T Plaza
Buffalo, New York 14240
(Address of Principal Executive Offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2), please check the following box. [ ]
Securities to be registred pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be registered is to be registered
None. Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
______% Capital Securities of First Empire Capital Trust I
(and the Guarantee with respect thereto)
______ % Junior Subordinated Debentures of
First Empire State Corporation
(Title of Class)
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Item 1. Description of Registrants' Securities to be Registered
For a full description of First Empire Capital Trust I's ____% Capital
Securities (the "Capital Securities"), First Empire State Corporation's
Guarantee (the "Guarantee") and First Empire State Corporation's ____% Junior
Subordinated Debentures (the "Debentures") being registered hereby, reference
is made to the information contained under the captions "Description of
Capital Securities", "Description of Junior Subordinated Debentures", and
"Description of Guarantee" in the Prospectus that forms part of the
Registrants' registration statement (Registration Nos. 333-20027 and
333-20027-01) filed with the Securities and Exchange Commission ("SEC") on
January 17, 1997, under the Securities Act of 1933, as amended (the
"Securities Act"), which registration statement was amended by Pre-Effective
Amendment No. 1 filed with the SEC on January 23, 1997. The information
contained in the foregoing Registration Statement, as amended (the
"Registration Statement"), and the Prospectus, are incorporated herein by
reference. Definitive copies of the Prospectus describing the Capital
Securities and the Debentures will be filed pursuant to Rule 430A or pursuant
to an amendment to the Registration Statement under the Securities Act, and
shall be incorporated by reference into this registration statement on Form
8-A.
Item 2. Exhibits
2.1 Trust Agreement of First Empire Capital Trust I.
Incorporated by reference to Exhibit 4.2 to the Registration
Statement.
2.2 Form of Amended and Restated Trust Agreement for First
Empire Capital Trust I. Incorporated by reference to
Exhibit 4.3 to the Registration Statement.
2.3 Form of Guarantee. Incorporated by reference to Exhibit 4.4
to the Registration Statement.
2.4 Form of Junior Subordinated Indenture. Incorporated by
reference to Exhibit 4.1 to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: January 27, 1997.
FIRST EMPIRE STATE CORPORATION FIRST EMPIRE CAPITAL TRUST I
By /s/ Gary S. Paul By /s/ Gary S. Paul
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Gary S. Paul Gary S. Paul
Senior Vice President Administrator
