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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): October 6, 2000
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
001-9861 16-0968385
(Commission File Number) (I.R.S. Employer Identification No.)
One M&T Plaza, Buffalo, New York 14203
(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 2. Acquisition or Disposition of Assets.
On October 6, 2000, M&T Bank Corporation ("M&T") consummated the merger
(the "Merger") of Keystone Financial, Inc. ("Keystone") with and into Olympia
Financial Corp. ("Olympia"), a wholly owned subsidiary of M&T, pursuant to the
Agreement and Plan of Reorganization dated as of May 16, 2000 among M&T, Olympia
and Keystone (the "Reorganization Agreement") and a related Agreement and Plan
of Merger also dated as of May 16, 2000 between Keystone and Olympia and joined
in by M&T (the "Merger Agreement"). Disclosure that M&T, Olympia and Keystone,
had entered into the Reorganization Agreement was previously reported by M&T
Bank in its Current Report on Form 8-K dated May 16, 2000.
After application of the election, allocation and proration procedures
contained in the Merger Agreement, the aggregate consideration for the Merger
consisted of 15,900,292 shares of M&T common stock and $374.4 million in cash.
The source of the cash consideration was a portion of the proceeds of an
offering of 8% Subordinated Notes due 2010 by Manufacturers and Traders Trust
Company ("M&T Bank"), a wholly owned subsidiary of Olympia and an indirect
wholly owned subsidiary of M&T. This offering is described in Item 5 hereof. On
October 7, 2000, the total number of shares of M&T common stock outstanding,
including the shares issued in connection with the Merger, was 92,765,332, after
giving effect to a 10-for-1 split of M&T common stock on October 5, 2000.
Following the Merger, Keystone Financial Bank, N.A. ("Keystone Bank"),
Keystone's commercial bank subsidiary, merged (the "Bank Merger") with and into
M&T Bank. As a result of the Bank Merger, M&T Bank acquired 187 banking offices
formerly operated by Keystone Bank in 31 Pennsylvania counties, three Maryland
counties and one county in West Virginia.
Upon consummation of the Merger, Carl L. Campbell, Donald Devorris,
Daniel R. Hawbaker, Richard G. King and Stephen G. Sheetz became directors of
M&T and M&T Bank. Messrs. Campbell, Devorris and King formerly were directors of
Keystone and Keystone Bank. Messrs. Hawbaker and Sheetz formerly were directors
of Keystone Bank. In addition, Mr. Campbell, formerly Chairman, President and
Chief Executive Officer of Keystone, became a Vice Chairman of the Boards of
Directors of M&T and M&T Bank.
The foregoing description of the Merger is qualified in its entirety by
reference to the Reorganization Agreement filed as Exhibit 2 to M&T's Current
Report on Form 8-K dated May 16, 2000 and the Merger Agreement set forth as
Annex A of the Reorganization Agreement.
M&T Bank's announcement of the consummation 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.
Item 5. Other Events.
On October 5, 2000, M&T Bank completed an offering of $500 million of 8%
Subordinated Notes due 2010. The Subordinated Notes were structured to qualify
as regulatory capital under federal banking laws. The proceeds will be used,
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among other things, to fund the cash consideration described in Item 2 hereof
and to maintain M&T Bank's "well capitalized" status for regulatory purposes
after the Merger. A copy of the press release announcing consummation of the
offering is set forth as Exhibit 99.2 hereto and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Keystone's audited consolidated financial statements as of
December 31, 1999 and 1998 and for each of the years ended December 31, 1999,
1998 and 1997, included in Keystone's Annual Report on Form 10-K for the year
ended December 31, 1999, are hereby incorporated by reference, together with the
report of Ernst & Young LLP, independent auditors, on such financial statements.
In addition, Keystone's unaudited consolidated financial statements as of
June 30, 2000 and 1999 and for the three months and six months ended June 30,
2000 and 1999, included in Keystone's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000, are hereby incorporated by reference.
The pro forma financial information required to be filed by Item 7 (b) to
Form 8-K shall be filed as soon as practicable after the date hereof, 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 Agreement and Plan of Reorganization
dated as of May 16, 2000 by and among
M&T, Olympia and Keystone (including the
Agreement and Plan of Merger as Annex A
thereto). Incorporated by reference to
Exhibit No. 2 to M&T Current Report on
Form 8-K dated May 16, 2000 of M&T (File
No. 001-9861).
23 Consent of Ernst & Young LLP, independent auditors
to Keystone Financial, Inc. Filed herewith.
99.1 Press Release, dated October 9, 2000, announcing
consummation of the Merger. Filed herewith.
99.2 Press Release, dated October 5, 2000, announcing
completion of offering of $500 million of 8%
Subordinated Notes due 2010 by M&T Bank.
Filed herewith.
99.3 Keystone's 1999 audited Financial Statements,
together with the Report of the Independent
Auditors thereon. Incorporated by reference to
Keystone's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 000-11460).
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99.4 Keystone's June 30, 2000 unaudited financial
statements. Incorporated by reference to
Keystone's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000
(File No. 000-11460).
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.
M&T BANK CORPORATION
Date: October 20, 2000 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 October 6, 2000 Commission File Number: 001-9861
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBITS
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EXHIBIT INDEX
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Exhibit No.
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2 Agreement and Plan of Reorganization dated as of May 16, 2000
by and among M&T, Olympia and Keystone (including the
Agreement and Plan of Merger as Annex A thereto). Incorporated
by reference to Exhibit No. 2 to M&T Current Report on Form
8-K dated May 16, 2000 of M&T (File No. 001-9861).
23 Consent of Ernst & Young LLP, independent auditors to Keystone
Financial, Inc. Filed herewith.
99.1 Press Release, dated October 9, 2000, announcing consummation
of the Merger. Filed herewith.
99.2 Press Release, dated October 5, 2000, announcing completion of
offering of $500 million of 8% Subordinated Notes due 2010 by
M&T Bank. Filed herewith.
99.3 Keystone's 1999 audited Financial Statements, together with
the Report of the Independent Auditors thereon. Incorporated
by reference to Keystone's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 000-11460).
99.4 Keystone's June 30, 2000 unaudited financial statements.
Incorporated by reference to Keystone's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2000 (File
No. 000-11460).
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