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DRAFT
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
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)
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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
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(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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M&T Bank Corporation ("M&T") hereby amends Item 7 of its Current Report
on Form 8-K, dated October 6, 2000, filed on October 20, 2000 (the "Report"),
as set forth below. The purpose of that Report was to disclose, pursuant to
Item 2, M&T's acquisition of Keystone Financial, Inc. ("Keystone"). As
permitted by Sections (a)(4) and (b)(2) of Item 7, the Report omitted the pro
forma financial information required by Item 7(b). The purpose of this
amendment is to file such pro forma information.
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.*
(b) An unaudited Pro Forma Condensed Combined Balance Sheet of M&T as
of June 30, 2000 and unaudited Pro Forma Condensed Combined Statements of Income
of M&T for the six months ended June 30, 2000 and for the year ended December
31, 1999 are filed herewith as Exhibit 99.5. The unaudited Pro Forma Condensed
Combined Balance Sheet assumes that the merger of Keystone with and into Olympia
Financial Corp., a wholly owned subsidiary of M&T (the "Merger") was consummated
on June 30, 2000. Certain amounts in Keystone's historical balance sheet as
shown have been reclassified to conform to M&T's presentation. The unaudited Pro
Forma Condensed Combined Statements of Income assume that the Merger was
consummated on January 1, 1999 and reflect the consolidation of the results of
operations of M&T and Keystone for the six months ended June 30, 2000 and for
the year ended December 31, 1999. The cash portion of the consideration for the
Merger is assumed to have been funded by the issuance of subordinated
debentures. As a result of the Merger, M&T expects to achieve substantial
benefits, primarily in the area of operating cost savings. Assuming that all
cost savings measures are implemented (which are expected to require a 12-month
phase-in period), M&T estimates annual pre-tax operating cost savings of
approximately $43 million. M&T's management estimates that savings achieved
during the first 12 months following the Merger would represent approximately
one-half of the fully phased-in savings. Management also estimates that
operating cost savings that may be realized during the first 12 months following
the Merger will be largely offset by various one-time expenses associated with
systems conversions and other costs of integrating and conforming the acquired
operations with M&T. The unaudited Pro Forma earnings do not reflect any direct
costs or potential savings which are expected to result from the Merger and are
not indicative of the results of future operations. No assurances can be given
with respect to the ultimate level of cost savings to be realized or one-time
expenses to be incurred.
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*Previously filed with or incorporated by reference into the initial
filing of the Report on October 20, 2000
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The unaudited Pro Forma condensed financial information is not
necessarily indicative of the future financial position or future results of
operations of M&T or of the financial position or the results of operations of
M&T that would actually have occurred had the Merger been in effect as of the
date or for the period presented. In addition, this includes forward-looking
statements that are not guarantees of future performances and involve certain
risks, uncertainties and assumptions ("Future Factors"). Therefore, actual
outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. Future Factors include:
expected cost savings from the Merger that cannot be fully realized or that
cannot be realized within the expected time frame; revenues following the
Merger that are lower than expected; significant increases in competitive
pressure among depository institutions; greater than expected costs or
difficulties related to the integration of the business of M&T and Keystone;
general economic conditions, either nationally or in the markets in which M&T
will be doing business, that are less favorable than expected; and legislative
or regulatory requirements or changes that adversely affect the business in
which M&T is engaged. Future Factors also include changes in interest rates,
spreads on earning assets and interest-bearing liabilities, and interest rate
sensitivity; credit losses; sources of liquidity; legislation affecting the
financial services industry as a whole, and M&T individually; regulatory
supervision and oversight, including required capital levels; increasing price
and product/service competition by competitors, including new entrants; rapid
technological developments and changes; the ability to continue to introduce
competitive new products and services on a timely, cost-effective basis; the
mix of products/services; containing costs and expenses; governmental and
public policy changes, including environmental regulations; protection and
validity of intellectual property rights; reliance on large customers;
technological, implementation and cost/financial risks in large, multi-year
contracts; the outcome of pending and future litigation and governmental
proceedings; continued availability of financing; and financial resources in
the amounts, at the times and on the terms required to support M&T's future
businesses. These are representative of the Future Factors that could affect
the outcome of the forward-looking statements. M&T's forward-looking
statements speak only as of the date on which such statements are made. By
making any forward-looking statements, M&T assumes no duty to update them to
reflect new, changing or unanticipated events or circumstances.
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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.*
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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).*
99.5 Unaudited Pro Forma Condensed Combined Balance
Sheet of M&T as of June 30, 2000 and unaudited Pro
Forma Condensed Combined Statements of Income for
the six months ended June 30, 2000 and for the
year ended December 31, 1999. Filed herewith.
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*Previously filed with or incorporated by reference into the initial
filing of the Report on October 20, 2000.
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: December 15, 2000 By: ______________________
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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DRAFT
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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).*
99.5 Unaudited Pro Forma Condensed Combined Balance Sheet of M&T as of
June 30, 2000 and unaudited Pro Forma Condensed Combined
Statement of Income for the six months ended June 30, 2000 and
for the year ended December 31, 1999. Filed herewith.
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*Previously filed with or incorporated by reference into the initial
filing of Report on October 20, 2000
