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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Premier National Bancorp, Inc.
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(Name of Issuer)
Common Stock (par value $0.80 per share)
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(Title of Class of Securities)
74053F107
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(CUSIP Number)
Michael P. Pinto
Executive Vice President and
Chief Financial Officer
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
(716) 842-5844
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 2000
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
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CUSIP No. 74053F107 Schedule 13D
1. Name of Reporting Person: M&T Bank Corporation
I.R.S. Identification No.: 16-0968385
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds: WC, OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant To
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: New York
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person 10. Shared Dispositive Power: 0(1)
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: HC, CO
Item 1. Security and Issuer.
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(1) The Reporting Person and the Issuer have entered into a Stock Option
Agreement covering 3,144,107 shares of Premier Common Stock (as defined herein)
or approximately 16.6 % of the total shares that would be outstanding following
exercise (including the shares issued upon exercise). Unless and until the
option granted thereunder is exercised by the Reporting Person, the Reporting
Person disclaims beneficial ownership of the shares covered by the Stock Option
Agreement.
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CUSIP No. 74053F107 Schedule 13D
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.80 per share, of Premier National
Bancorp, Inc. ("Premier"). The address of the principal executive offices of
Premier is 1100 Route 55, Lagrangeville, New York 12540.
Item 2. Identity and Background.
This statement is filed on behalf of M&T Bank Corporation ("M&T"). M&T
is a New York corporation with its principal executive offices at One M&T Plaza,
Buffalo, New York 14203. M&T is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and under Article III-A of the New
York Banking Law, and is principally engaged in the business of managing and
controlling banks and activities closely related to banking.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of M&T containing the following information with respect
to each such person: (a) name, (b) business address and (c) present principal
occupation or employment, and the name and, if different than such person's
business address, the address of any corporation or other organization in which
such employment is conducted. Each person listed in Schedule I is a United
States citizen, except for Patrick W.E. Hodgson, who is a citizen of Canada, and
Jorge G. Pereira, who is a citizen of Portugal.
During the past five years, neither M&T nor, to the best of M&T's
knowledge, any person named in Schedule I: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Option Agreement dated as of July 9, 2000 ("Option
Agreement"), Premier has granted to M&T an option ("Option") to purchase up to
3,144,107 shares of common stock, par value $0.80 per share, of Premier
("Premier Common Stock") at a price of $13.375 per share, subject to adjustment
as provided therein. The aggregate amount of funds required to exercise the
Option in full at an exercise price of $13.375 per share would be $42,052,431.
If and when the Option is exercised, M&T's source of funds will be either
working capital or funds borrowed from one or more banks in the ordinary course
of business; the identity of such bank or banks has not yet been determined.
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CUSIP No. 74053F107 Schedule 13D
Item 4. Purpose of Transaction.
On July 9, 2000, M&T, Olympia Financial Corp., a wholly owned subsidiary
of M&T ("Merger Sub") and Premier entered into an Agreement and Plan of
Reorganization ("Reorganization Agreement") that provides that Premier shall be
acquired by M&T through the merger ("Merger") of Premier with and into Merger
Sub, with Merger Sub as the surviving corporation (the "Surviving Corporation")
pursuant to an Agreement and Plan of Merger (the "Plan of Merger," and, together
with the Reorganization Agreement, the "Merger Agreements").
At the Effective Time (as defined in the Plan of Merger), all of the
shares of capital stock of Premier shall, by virtue of the Merger, be converted
into the right to receive the consideration described below and all of the
shares of capital stock of Merger Sub issued and outstanding immediately prior
to the Effective Time shall constitute all of the then-issued and outstanding
shares of capital stock of the Surviving Corporation. The Surviving Corporation
shall remain a wholly-owned subsidiary of M&T.
Following the consummation of the Merger, Premier National Bank
("Premier Bank"), a national banking association subsidiary of Premier shall
merge with and into Manufacturers and Traders Trust Company, a New
York-chartered bank and wholly-owned indirect subsidiary of M&T ("M&T Bank"),
pursuant to an Agreement and Plan of Merger in a form to be specified by M&T.
Under the Plan of Merger, and subject to the other provisions therein,
each share of Premier Common Stock issued and outstanding immediately prior to
the Effective Time shall, by virtue of the Merger, automatically and without any
action on the part of the holder thereof, become and be converted into (i) the
right to receive $21.00 in cash without interest or (ii) the right to receive
that number of shares of common stock, par value $5.00 per share, of M&T ("M&T
Common Stock") (and cash in lieu of fractional shares) equal to the quotient of
$21 divided by the Market Value (as defined below) of M&T Common Stock. The
"Market Value" of M&T Common Stock will be the average, for the 10 trading days
immediately preceding the date on which the Effective Time occurs, of the daily
average of the high and low prices of such stock on the New York Stock
Exchange-Composite Transactions List (as reported by The Wall Street Journal or,
if not reported therein, another comparable authoritative source). Subject to
possible adjustments set forth in the Plan of Merger, the total number of shares
of Premier Common Stock to be converted into shares of M&T Common Stock in the
Merger shall be 50% of the approximately 15.8 million shares of Premier Common
Stock outstanding on July 7, 2000, less the aggregate number of shares of
Premier Common Stock acquired by M&T or Premier prior to the Effective Time. The
right to receive shares of M&T Common Stock is subject to the election,
allocation and proration procedures set forth in the Plan of Merger.
M&T and Premier have entered into the Option Agreement as a condition to
M&T's entering into the Reorganization Agreement and to facilitate the
consummation of the Merger,
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CUSIP No. 74053F107 Schedule 13D
the Bank Merger and the other transactions contemplated by the Reorganization
Agreement and Plan of Merger (collectively, the "Transactions").
Consummation of the Transactions is subject to among other things,
receipt of all necessary shareholder and government approvals. Upon consummation
of the Transactions, the separate corporate existence of Premier shall cease,
and all outstanding shares of Premier Common Stock (except as otherwise provided
in the Reorganization Agreement) will be converted into M&T Common Stock and
cash in lieu of any fractional interest, or cash pursuant to the allocation and
election procedures set forth in the Plan of Merger. As a result, Premier Common
Stock will cease to be authorized and quoted in an inter-dealer quotation system
of a registered national securities association and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act").
M&T and/or, with M&T's consent, Premier may purchase shares of Premier
Common Stock in the open market or private transactions prior to the
consummation of the Transactions. M&T currently is considering the feasibility
of doing so and may undertake such transactions at the conclusion of such
consideration, either through purchases in the open market or in privately
negotiated transactions.
In connection with the Merger, certain subsidiaries of Premier may merge
with certain subsidiaries of M&T.
Except as otherwise set forth in Items 4, 5 and 6 hereof, M&T does not
now have any plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of Premier, or the
disposition of securities of Premier; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Premier
or any of its subsidiaries; (iii) any change in the present Board of Directors
or management of Premier, including any change in the number or term of Premier
directors or the filling of any existing vacancies on the Board of Directors of
Premier; (iv) any material change in the present capitalization or dividend
policy of Premier; (v) any other material change in the business or corporate
structure of Premier; (vi) changes in Premier's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Premier by any person; (vii) causing a class of securities of Premier
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; or (viii) a class of equity securities of Premier
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act.
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CUSIP No. 74053F107 Schedule 13D
Item 5. Interest in Securities of the Issuer.
The 3,144,107 of Premier Common Stock subject to the Option represent
approximately 16.6% of the shares of Premier Common Stock that would be issued
and outstanding upon exercise of the Option in full (including the shares issued
upon exercise of the Option). Unless and until the Option is exercised, M&T
disclaims beneficial ownership of the Premier Common Stock subject to the
Option.
Except as otherwise described herein, neither M&T, nor, to the best of
M&T's knowledge, any of the persons listed on Schedule I hereto, beneficially
owns any shares of Premier Common Stock. Mr. Patrick W. E. Hodgson, a director
of M&T, beneficially owns 2,000 shares of Premier Common Stock. No transactions
in Premier Common Stock were effected during the past 60 days by M&T, or, to the
best of M&T's knowledge, by any of the persons listed on Schedule I hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Option Agreement
Set forth below is a description of selected provisions of the Option
Agreement. Such description is qualified in its entirety by reference to the
copy of the Option Agreement filed as Exhibit 99.2 to M&T's Current Report on
Form 8-K filed on July 12, 2000.
Under the Option Agreement, Premier granted M&T an option (the "Option")
to purchase up to 3,144,107 shares of Premier Common Stock at a purchase price
of $13.375 per share. The Option Agreement was executed to facilitate the
Transactions. M&T, or any other Holder (as defined in the Option Agreement), may
exercise the Option, in whole or in part, and from time to time, if both an
Initial Triggering Event (as defined herein) and a Subsequent Triggering Event
(as defined herein) shall have occurred after the execution of the Option
Agreement and prior to the occurrence of an Exercise Termination Event (as
defined herein).
The term "Initial Triggering Event" shall mean any of the following
events or transactions occurring after the execution of the Option Agreement:
(a) Premier or any of its Subsidiaries (each a " Premier
Subsidiary"), without having received M&T's prior written consent, shall have
entered into an agreement to engage in an Acquisition Transaction (as defined
herein) with any person other than M&T or any of its Subsidiaries (each an "M&T
Subsidiary");
(b) Premier or any Premier Subsidiaries, without having received
M&T's prior written consent, shall have authorized, recommended, proposed, or
publicly announced its
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CUSIP No. 74053F107 Schedule 13D
intention to authorize, recommend or propose to engage in an Acquisition
Transaction with any person other than M&T or an M&T Subsidiary;
(c) any person (other than M&T or any M&T Subsidiary) shall have
acquired beneficial ownership or the right to acquire beneficial ownership of
10% or more of the outstanding shares of Premier Common Stock or any person
other than M&T or an M&T Subsidiary shall have commenced, or shall have filed or
publicly disseminated a registration statement or similar disclosure statement
with respect to, a tender offer or exchange offer to purchase any shares of
Premier Common Stock such that, upon consummation of such offer, such person
would own or control 10% or more of the then outstanding shares of Premier
Common Stock (such an offer being referred to herein as a "Tender Offer" or an
"Exchange Offer," respectively);
(d) the holders of Premier Common Stock shall not have approved the
Merger Agreements and the transactions contemplated thereby, at the meeting of
such shareholders held for the purpose of voting on such agreement, such meeting
shall not have been held or shall have been cancelled prior to termination of
the Merger Agreements, or the Board of Directors of Premier shall have publicly
withdrawn or modified, or publicly announced its intent to withdraw or modify,
in any manner adverse to M&T, its recommendation that the shareholders of
Premier approve the transactions contemplated by the Merger Agreements, in each
case after it shall have been publicly announced that any person other than M&T
or any M&T Subsidiary shall have made, or disclosed an intention to make, a
proposal to engage in an Acquisition Transaction, commenced a Tender Offer, or
filed or publicly disseminated a registration statement or similar disclosure
statement with respect to an Exchange Offer, or filed an application (or given a
notice), whether in draft or final form, under any federal or state banking laws
seeking regulatory approval to engage in an Acquisition Transaction; or
(e) after an overture is made by a third party to Premier or its
shareholders to engage in an Acquisition Transaction, Premier shall have
breached any covenant or obligation contained in the Reorganization Agreement
and such breach would entitle M&T to terminate the Merger Agreements and shall
not have been cured prior to the later of 30 days after written notice of breach
is delivered or the Notice Date (as defined in the Option Agreement).
An "Acquisition Transaction" shall mean:
(a) a merger or consolidation, or any similar transaction, involving
Premier or any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X
promulgated by the Securities and Exchange Commission (the "SEC")) of Premier;
(b) a purchase, lease or other acquisition or assumption of all or a
substantial portion of the assets or deposits of Premier or any Significant
Subsidiary of Premier;
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CUSIP No. 74053F107 Schedule 13D
(c) a purchase or other acquisition (including by way of merger,
consolidation, share exchange or otherwise) of securities representing 10% or
more of the voting power of Premier; or
(d) any substantially similar transaction; provided, however, that
in no event shall any merger, consolidation, purchase or similar transaction
involving only Premier and one or more Premier Subsidiaries or involving only
two or more Premier Subsidiaries, be deemed to be an Acquisition Transaction,
provided that any such transaction is not entered into in violation of the terms
of the Merger Agreements.
A "Subsequent Triggering Event" shall mean either of the following
events or transactions occurring after the execution of the Option Agreement:
(a) the acquisition by any person of beneficial ownership of 25% or
more of the then outstanding shares of Premier Common Stock; or
(b) the occurrence of the Initial Triggering Event described above
in clause (a) of the paragraph defining Initial Trigger Events, except that the
percentage referred to in clause (c) of the paragraph defining Acquisition
Transactions shall be 25%.
The Option may be exercised in whole or in part, and from time to time,
if both an Initial Triggering Event and a Subsequent Triggering Event shall have
occurred; provided that, to the extent that the Option shall not have been
exercised it shall terminate and be of no further force and effect upon the
occurrence of an Exercise Termination Event. Each of the following shall be an
"Exercise Termination Event":
(a) the Effective Time (as defined in the Plan of Merger) of the
Merger;
(b) termination of the Merger Agreements in accordance with the
provisions thereof if such termination occurs prior to the occurrence of an
Initial Triggering Event; or
(c) the passage of 12 months after termination of the Merger
Agreements if such termination follows the occurrence of an Initial Triggering
Event.
Notwithstanding anything to the contrary contained in the Option
Agreement, the Option may not be exercised (nor may M&T's rights under Section
10 of the Option Agreement, as defined therein, be exercised) at any time when
M&T shall be in breach of any of its covenants or agreements contained in the
Merger Agreements under circumstances that would entitle Premier to terminate
the Merger Agreements without regard to any grace period provided for in the
Reorganization Agreement.
In the event that any additional shares of Premier Common Stock are
either (i) issued or otherwise become outstanding after the date of the Option
Agreement (other than pursuant to the
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Option Agreement or as permitted under the terms of the Merger Agreements) or
(ii) redeemed, repurchased, retired or otherwise cease to be outstanding after
the date of the Option Agreement, the number of shares of Premier Common Stock
subject to the option shall be increased or decreased, as appropriate, so that,
after such issuance, such number equals 19.9% of the number of shares of Premier
Common Stock then issued and outstanding without giving effect to any shares
subject to or issued pursuant to the Option. In addition, in the event of any
change in, or distributions in respect of, Premier Common Stock by reason of
stock dividends, split-ups, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares, distributions on or in respect
of, Premier Common Stock that would be prohibited under the terms of the Merger
Agreements, or the like, the Option and the Option Price shall be appropriately
adjusted so that M&T on exercise will receive what it would have received had it
exercised and held Premier Common Stock immediately before such event.
The Option Agreement also provides that upon the occurrence of a
Subsequent Triggering Event that occurs prior to an Exercise Termination Event,
Premier shall repurchase the Option from any Holder, upon their request within
thirty days of such occurrence (or a later period as specified by the Option
Agreement), at a price equal to the Option Repurchase Price (as defined herein).
Additionally, the Option Agreement provides that upon the occurrence of a
Subsequent Triggering Event that occurs prior to an Exercise Termination Event,
Premier shall repurchase the Option Shares from any Owner of the Option Shares
("Owner"), upon their request within thirty days of such occurrence (or a later
period as specified by the Option Agreement), at a price equal to the Option
Share Repurchase Price (as defined herein).
The "Option Repurchase Price" shall equal the amount by which (A) the
market/offer price (as defined herein) exceeds (B) the Option Price, multiplied
by the number of shares for which the Option may then be exercised, plus, to the
extent not previously reimbursed, M&T's reasonable documented out-of-pocket
expenses incurred in connection with the transactions contemplated by, and the
enforcement of, M&T's rights under the Merger Agreements, including without
limitation reasonable legal, accounting and investment banking fees ("M&T's
Out-of-Pocket Expenses").
The "Option Share Repurchase Price" shall equal the greater of (A) the
market/offer price and (B) the average option price per share paid by the owner
for the Option Shares so designated, plus, to the extent not previously
reimbursed, M&T's Out-of-Pocket Expenses.
The term "market/offer price" shall equal the highest of (A) the price
per share of Premier Common Stock at which a tender offer or exchange offer
therefor constituting the Subsequent Trigger Event has been consummated, (B) the
price per share of the Common Stock to be paid by any person, other than M&T or
a M&T Subsidiary, pursuant to an agreement with Premier, (C) the highest closing
price for shares of Premier Common Stock within the 60-day period immediately
preceding the required repurchase of Options or Option Shares, as the case may
be, or (D) in the event of a sale of all or substantially all of Premier's
assets, the sum of the price paid in such sale for such assets and the current
market value of the remaining net assets of
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Premier as determined by a nationally recognized investment banking firm
selected by a majority in the interest of the Holders or the Owners, as the case
may be, and reasonably acceptable to Premier, divided by the number of shares of
Premier Common Stock outstanding at the time of such sale. In determining the
market/offer price, the value of consideration other than cash shall be
determined by a nationally recognized investment banking firm selected by a
majority in interest of the Holders or the Owners, as the case may be, and
reasonably acceptable to Premier.
Notwithstanding any other provision of the Option Agreement, (i) in no
event shall M&T's Total Profit (as defined herein) exceed $24 million and, if it
otherwise would exceed such amount, M&T, at its sole election, shall either
reduce the number of shares of Premier Common Stock subject to the Option,
deliver to Premier for cancellation Option Shares previously purchased by M&T
valued at fair market value at the time of delivery, pay cash to Premier, or
undertake any combination thereof so that M&T's actually realized Total Profit
shall not exceed $24 million after taking into account of the foregoing actions,
and (ii) the Option may not be exercised for a number of shares as would, as of
the date of such exercise, result in a Notional Total Profit (as defined herein)
to M&T of more than $24 million; provided that nothing in this sentence shall
restrict any exercise of the Option permitted by the Option Agreement on any
subsequent date.
The term "Total Profit" shall mean the aggregate amount (before taxes)
of (i) the net cash amounts received by M&T pursuant to the sale of Option
Shares (or any other securities into which such Option Shares are converted or
exchanged) to any unaffiliated party, including Premier, less M&T's purchase
price of such Option Shares, plus (ii) any amounts received by M&T on the
transfer of the Option (or any portion thereof) to any unaffiliated party,
including Premier.
The term "Notional Total Profit" with respect to any number of shares as
to which M&T may propose to exercise the Option shall mean the Total Profit
determined as of the date of such proposed exercise assuming that this Option
were exercised on such date for such number of shares and assuming that such
shares, together with all other Option Shares, including Shares underlying the
Option itself, held by M&T and its affiliates as of such date, were sold for
cash at the closing market price for the Premier Common Stock as of the close of
business on the preceding trading day (less customary brokerage commissions).
Merger Agreements
Set forth below is a description of selected provisions of the Merger
Agreements. Such description is qualified in its entirety by reference to the
copy of the Merger Agreements filed as Exhibit 99.1 to M&T's Current Report on
Form 8-K filed on July 12, 2000.
The Merger Agreements provide that Premier shall be acquired by M&T
through the merger of Premier with and into Merger Sub, with Merger Sub as the
Surviving Corporation pursuant to the Plan of Merger. At the Effective Time (as
defined in the Plan of Merger), all of
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Schedule 13D
the shares of capital stock of Premier shall, by virtue of the Merger, be
converted into the right to receive the consideration described in Item 4 and
all of the shares of capital stock of Merger Sub issued and outstanding
immediately prior to the Effective Time shall constitute all of the then-issued
and outstanding shares of capital stock of the Surviving Corporation. The
Surviving Corporation shall remain a wholly-owned subsidiary of M&T.
Following the consummation of the Merger, Premier Bank shall merge with
and into M&T Bank, pursuant to an Agreement and Plan of Merger in a form to be
specified by M&T.
Each record holder of shares of Premier Common Stock will be entitled to
elect to receive cash for all of such shares (as described in Item 4 herein), to
elect to receive M&T Common Stock for all such shares (as described in Item 4
herein) or to indicate that such record holder has no preference as to the
receipt of cash or M&T Common Stock for such shares. Subject to possible
adjustments set forth in the Plan of Merger, the total number of shares of
Premier Common Stock to be converted into shares of common stock of M&T in the
Merger shall be 50% of the approximately 15.8 million shares of Premier Common
Stock outstanding on July 7, 2000, less the aggregate number of shares of
Premier Common Stock acquired by M&T or Premier prior to the Effective Time. The
right to receive shares of M&T Common Stock is subject to the allocation and
proration procedures set forth in the Plan of Merger.
Each holder of an option granted by Premier to purchase shares of
Premier Common Stock which is outstanding and unexercised immediately prior to
the Effective Time (whether vested or not), will be assumed by M&T. Each Seller
Option (as defined in the Plan of Merger) so assumed by M&T shall continue to
have, and be subject to, the same terms and conditions set forth in the Seller
Stock Option Plan (as defined in the Plan of Merger) (and any agreement) under
which it was granted and as in existence immediately prior to the Effective
Time, except that such Seller Option shall be exercisable (when vested) for that
number of whole shares of M&T Common Stock equal to the product of the number of
shares of Premier Common Stock covered by the Seller Option multiplied by the
Exchange Ratio (as defined in the Plan of Merger), provided that any fractional
shares of M&T Common Stock resulting from such multiplication shall be rounded
down to the nearest share, and the exercise price per share of M&T Common Stock
shall be equal to the exercise price per share of Premier Common Stock of such
Seller Option divided by the Exchange Ratio, provided that such exercise be
rounded up to the nearest cent.
Prior to the Closing Date, as defined in the Reorganization Agreement,
and except as otherwise provided for by the Merger Agreements or consented to or
approved by M&T, Premier and any Premier Subsidiary shall use their respective
reasonable best efforts in good faith to (i) take or cause to be taken all
action necessary or desirable on its part so as to permit consummation of the
Transactions on or at the earliest possible date; (ii) take or cause to be taken
all action necessary or desirable to preserve their respective properties,
business and relationships with customers, employees and other persons; and
(iii) not take or cause, nor to the best of its ability, permit any action that
would substantially impair the prospects of completing
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CUSIP No. 74053F107 Schedule 13D
the Transactions pursuant to the Merger Agreements. Except with prior written
consent of M&T or except as Previously Disclosed (as defined in the
Reorganization Agreement) or except as expressly contemplated or permitted by
the Merger Agreements, Premier shall not, and shall not permit any of the
Premier Subsidiaries to:
(1) carry on its business other than in the usual, regular and
ordinary course in substantially the same manner as heretofore conducted;
(2) in the case of Premier only, declare, set aside, make or pay any
dividend or other distribution in respect of its capital stock other than its
regular quarterly cash dividends on Premier Common Stock in amounts not in
excess of $0.15 per share except as permitted by Section 4.14 of the
Reorganization Agreement;
(3) issue any shares of its capital stock or permit any treasury
shares to become outstanding other than pursuant to the Option Agreement or
pursuant to Premier's Dividend Reinvestment Plan or Rights (as defined in the
Reorganization Agreement) outstanding at the date of the Reorganization
Agreement or that become outstanding after such date in accordance with the
Reorganization Agreement;
(4) incur any additional debt obligation or other obligation for
borrowed money other than in the ordinary course of business consistent with
past practice;
(5) issue, grant or authorize any Rights or effect any
recapitalization, reclassification, stock dividend, stock split or like change
in capitalization, or redeem, repurchase or otherwise acquire any shares of its
capital stock (subject to the exceptions in the Reorganization Agreement);
(6) amend its articles or certificate of incorporation or
association; impose, or suffer the imposition, on any share of stock of any
Premier Subsidiary held by Premier of any lien, charge or encumbrance, or permit
any such lien, charge or encumbrance to exist, except as Previously Disclosed;
(7) merge with any other corporation, savings association or bank or
permit any other corporation, savings association or bank to merge into it or
consolidate with any other corporation, savings association or bank; acquire
control over any other firm, bank, corporation, savings association or
organization; or create any subsidiary;
(8) waive or release any right or cancel or compromise any debt or
claim that is material to Premier on a consolidated basis;
(9) liquidate or sell or dispose of any assets or acquire any
assets; except as Previously Disclosed, make any capital expenditure in excess
of $100,000 in any instance or $500,000 in the aggregate; or, except as
Previously Disclosed, establish new branches or other
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similar facilities, close existing branches or similar facilities or enter into
or modify any leases or other contracts relating thereto;
(10) increase the rate of compensation of, pay or agree to pay any
bonus to, or provide any other employee benefit or incentive to, any of its
directors, officers or employees except in a manner consistent with past
practice or as required by law or contractual obligation in effect as of the
date of the Reorganization Agreement (subject to the exceptions in the
Reorganization Agreement;
(11) changes its lending, investment, asset/liability management or
other material banking policies in any material respect except as may be
required by changes in applicable law;
(12) change its methods of accounting in effect at December 31, 1999,
except as required by changes in generally accepted accounting principles
concurred in by its independently certified public accountants, or change any of
its methods of reporting income and deductions for federal income tax purposes
from those employed in the preparation of its federal income tax returns for the
year ended December 31, 1999, except as required by law;
(13) authorize or permit any of its officers, directors, employees or
agents to directly or indirectly solicit, initiate or encourage any inquiries
relating to, or the making of any proposal which constitutes, a "Takeover
Proposal" (as defined in the Reorganization Agreement), or, except to the extent
legally required for the discharge of the fiduciary duties of its Board of
Directors, recommend or endorse any takeover proposal, or participate in any
discussion or negotiations, or provide third parties with any nonpublic
information, relating to any such inquiry or proposal or otherwise facilitate
any effort or attempt to make or implement a takeover proposal; provided,
however, that Premier may communicate information about any such takeover
proposal to its shareholders if, in the judgment of Premier's Board of
Directors, after consultation with outside counsel, such communication is
necessary in order to comply with its fiduciary duties to Premier's shareholders
required under applicable law. Premier will take all actions necessary or
advisable to inform the appropriate individuals or entities referred to in the
first sentence hereof of the obligations undertaken herein. Premier will notify
M&T immediately if any such inquiries or takeover proposals are received by, any
such information is requested from, or any such negotiations or discussions are
sought to be initiated or continued with, Premier, and Premier will promptly
inform M&T in writing of all of the relevant details with respect to the
foregoing; or
(14) agree to do any of the foregoing.
Both M&T and Premier have agreed to use all reasonable efforts to obtain
as soon as practicable all consents and approvals of any persons necessary or
desirable for the consummation of the Transactions, including but not limited to
obtaining the approval of the shareholders of Premier, obtaining all consents
and approvals required of applicable federal and state regulatory authorities,
and furnishing such information as may be required in connection with the
preparation of the proxy statements and the registration statement, if required.
In
<PAGE> 14
CUSIP No. 74053F107 Schedule 13D
addition, Premier has agreed that, if so requested by M&T, it will take all
necessary actions to facilitate the merger of Premier Subsidiaries with M&T
Subsidiaries or the dissolution of Premier Subsidiaries, effective at or after
the Effective Time; provided however that the Closing Date will not be delayed
in order to facilitate such mergers or dissolutions. Neither M&T nor Premier
will take any action that would substantially impair the prospects of completing
the Transactions pursuant to the Merger Agreements, or that would adversely
affect the qualification of the Transactions as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. In
the event that either M&T or Premier has taken any action that would adversely
affect such qualification, each party shall take such action as any other party
may reasonably request to cure such effect to the extent curable without a
Material Adverse Effect (as defined in the Reorganization Agreement) on any of
the respective parties.
For information regarding certain of the terms of the Merger Agreements
and the Option Agreement, reference is made to copies of such agreements filed
as Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K filed
by M&T on July 12, 2000.
<PAGE> 15
CUSIP No. 74053F107 Schedule 13D
Item 7. Material to be Filed as Exhibits.
1. Stock Option Agreement dated as of July 9, 2000, incorporated by
reference from Exhibit 99.2 of the Form 8-K filed by M&T on July 12,
2000.
2. Agreement and Plan of Reorganization dated as of July 9, 2000 (including
the Agreement and Plan of Merger as Annex A thereto), incorporated by
reference from Exhibit 99.1 of the Form 8-K filed by M&T on July 12,
2000.
<PAGE> 16
CUSIP No. 74053F107 Schedule 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 19, 2000 M&T Bank Corporation
By: /s/ Michael P. Pinto
------------------------------
Michael P. Pinto
Executive Vice President and
Chief Financial Officer
<PAGE> 17
CUSIP No. 74053F107 Schedule 13D
SCHEDULE I
Following is a list of the executive officers and directors of M&T Bank
Corporation as of July 19, 2000:
Executive Officers:
<TABLE>
<CAPTION>
Name Office
---- ------
<S> <C>
Emerson L. Brumback Executive Vice President
Atwood Collins, III Executive Vice President
Mark J. Czarnecki Executive Vice President
Brian E. Hickey Executive Vice President
James L. Hoffman Executive Vice President
Adam C. Kugler Executive Vice President and Treasurer
Ray E. Logan Executive Vice President -- M&T Bank
John L. Pett Executive Vice President and Chief Credit Officer
Michael P. Pinto Executive Vice President and Chief Financial Officer
Robert E. Sadler, Jr. Executive Vice President
Robert G. Wilmers Chairman of the Board, President and Chief Executive Officer
</TABLE>
The business address for each Executive Officer is M&T Bank Corporation,
One M&T Plaza, Buffalo, New York 14203.
<PAGE> 18
CUSIP No. 74053F107 Schedule 13D
Directors:
<TABLE>
<CAPTION>
Name and Corporation Business or Residence Address
-------------------- -----------------------------
<S> <C>
William F. Allyn Welch Allyn Ventures, LLC
President 4341 State Street Road
Skaneateles Falls, NY 13152-9399
Brent D. Baird Trubee, Collins & Co., Inc.
Private Investor 1350 One M&T Plaza
Buffalo, NY 14203-2396
John H. Benisch Colliers ABR, Inc.
Founder/Limited Principal 40 East 52nd Street
New York, NY 10022-5911
Robert J. Bennett 101 Marvelle Road
Fayetteville, NY 13066-1019
C. Angela Bontempo Bryant & Stratton Business Institute, Inc.
President and CEO 40 North Street
Buffalo, NY 14202-1106
Robert T. Brady Moog Inc.
Chairman and CEO 6860 Seneca Street
Building 24
East Aurora, NY 14052-0018
Patrick J. Callan The RREEF Funds
Principal 320 Park Avenue
Suite 1700
New York, NY 10022-6815
R. Carlos Carballada M&T Place
Chancellor Emeritus 255 East Avenue - 3rd Floor
New York State Board of Regents Rochester, NY 14604-2624
Richard E. Garman Newbery Alaska, Inc.
President 578 Mill Road
East Aurora, NY 14052-2831
</TABLE>
<PAGE> 19
CUSIP No. 74053F107 Schedule 13D
<TABLE>
<S> <C>
James V. Glynn Maid of the Mist Corporation
President 151 Buffalo Avenue, Suite 204
Niagra Falls, NY 14303-1288
Patrick W.E. Hodgson 60 Bedford Road, 2nd Floor
President Toronto, Ontario
Cinnamon Investments Limited CANADA M5R 2K2
Samuel T. Hubbard, Jr. Genesee Corporation
President and CEO 445 St. Paul Street
Rochester, NY 14605-1775
Reginald B. Newman, II NOCO Energy Corp.
President 2440 Sheridan Drive
Tonawanda, NY 14150-9416
Peter J. O'Donnell, Jr. Pine Tree Management Corporation
President and CEO P.O. Box 501
Clarks Summit, PA 18411-0501
Jorge G. Pereira M&T Bank Corporation
Vice Chairman 350 Park Avenue
6th Floor
New York, NY 10022-6022
Robert E. Sadler, Jr. M&T Bank
President One M&T Plaza, 19th Floor
Buffalo, NY 14203-2399
John L. Vensel Crucible Materials Corporation
Chairman and CEO 575 State Fair Blvd.
Solvay, NY 13209-1563
</TABLE>
<PAGE> 20
CUSIP No. 74053F107 Schedule 13D
<TABLE>
<S> <C>
Herbert L. Washington H.L.W. Fast Track, Inc.
President 7320 Market Street
Boardman, OH 44512-5610
Christine B. Whitman Veeco Instruments, Inc.
President and COO 525 Lee Road
Rochester, NY 14606-4236
Robert G. Wilmers M&T Bank Corporation
Chairman of the Board, President and CEO One M&T Plaza
19th Floor
Buffalo, NY 14203-2399
</TABLE>
<PAGE> 21
CUSIP No. 74053F107 Schedule 13D
EXHIBIT INDEX
<TABLE>
<CAPTION>
Location in
Sequentially
Numbered
--------
Copy
----
<S> <C>
Exhibit 1 Stock Option Agreement dated as of
July 9, 2000 Note 1
Exhibit 2 Agreement and Plan of Reorganization (including
the Agreement and Plan of Merger as Annex A thereto)
dated as of July 9, 2000 Note 2
</TABLE>
Notes:
Note 1: Incorporated by reference from Exhibit 99.2 of the Form 8-K
filed by M&T on July 12, 2000.
Note 2: Incorporated by reference from Exhibit 99.1 of the Form 8-K
filed by M&T on July 12, 2000.
