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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): July 9, 2000
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M&T BANK CORPORATION
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
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001-9861 16-0968385
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(Commission File Number) (I.R.S.Employer Identification No.)
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One M&T Plaza, Buffalo, New York 14203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 842-5445
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(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 10, 2000, M&T Bank Corporation announced that it had entered
into a definitive agreement with Premier National Bancorp, Inc. ("Premier"),
Lagrangeville, New York, pursuant to which Premier, a bank holding company, will
be acquired by M&T Bank Corporation upon the satisfaction of a number of
conditions. Upon consummation of the transaction, Premier National Bank,
Premier's national bank subsidiary, will be merged into Manufacturers and
Traders Trust Company ("M&T Bank"), M&T Bank Corporation's principal commercial
bank subsidiary.
Premier National Bank operates 34 banking offices in 7 counties in New
York. At March 31, 2000, Premier reported approximately $1.6 billion in assets.
Premier's common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (File No. 1-13213). Additional information
concerning Premier is on file with the Securities and Exchange Commission.
Each share of Premier common stock outstanding at the time the Merger is
consummated (the "Effective Time") will, at the election of the holder thereof,
be converted into either that number of shares of common stock of M&T Bank
Corporation (and cash in lieu of fractional shares) equal to the quotient of $21
divided by the Market Value (as defined below) of M&T Bank Corporation common
stock, or the right to receive $21 in cash as provided in the Agreement and Plan
of Merger, dated as of July 9, 2000, by and among Premier, M&T Bank Corporation,
and M&T Bank Corporation's wholly owned subsidiary, Olympia Financial Corp.
("Olympia"), providing for the merger of Premier with and into Olympia (the
"Plan of Merger"), set forth as Annex A to the Agreement and Plan of
Reorganization (the "Reorganization Agreement" and, together with the Plan of
Merger, the "Merger Agreements"), dated as of July 9, 2000, by and among M&T
Bank Corporation, Premier and Olympia. The "Market Value" of M&T Bank
Corporation 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). A copy of the
Reorganization Agreement is filed as Exhibit 99.1 hereto and is incorporated
herein by reference. Subject to possible adjustments set forth in the Plan of
Merger, the total number of shares of Premier common stock to be exchanged for
shares of common stock of M&T Bank Corporation shall be 50% of the approximately
15.8 million shares of Premier common stock outstanding on July 7, 2000. Premier
shareholder elections to receive shares of common stock of M&T Bank Corporation
or cash are subject to the allocation and proration procedures set forth in the
Plan of Merger.
Consummation of the transaction is subject to a number of conditions,
including regulatory approvals and the approval of Premier's stockholders.
Subject to the
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satisfaction of all conditions, it is anticipated that the transaction will be
completed in the first quarter of 2001.
Following the consummation of the transaction, T. Jefferson Cunningham
III, chairman and chief executive officer of Premier will be elected to the
boards of directors of M&T Bank Corporation and M&T Bank, and will serve as
chairman of M&T Bank's advisory board for the Hudson Valley region. Ten members
of Premier's board also will join the regional advisory board.
Contemporaneous with the execution and delivery of the definitive
agreement described above, Premier granted M&T Bank Corporation a stock option
(the "Stock Option") to acquire up to 19.9% of the outstanding shares of Premier
common stock under certain conditions. A copy of the Stock Option Agreement,
dated as of July 9, 2000, by and among M&T Bank Corporation and Premier granting
the Stock Option is filed as Exhibit 99.2 hereto and is incorporated herein by
reference.
The press release issued by M&T Bank Corporation and Premier with
respect to the announcement of the transaction described herein is filed as
Exhibit 99.3 hereto and incorporated herein by reference. The press release
contains forward-looking statements with respect to the financial condition,
results of operations and business of M&T Bank Corporation and, assuming the
consummation of the merger, a combined M&T Bank Corporation/Premier, including
statements relating to the cost savings and accretion to reported earnings that
will be realized from the merger. These forward-looking statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, the following possibilities: (1) expected cost savings from the
merger cannot be fully realized or realized within the expected time frame; (2)
competitive pressure among depository institutions increases significantly; (3)
costs or difficulties related to the integration of the business of M&T Bank
Corporation and Premier are greater than expected; (4) changes in the interest
rate environment reduce interest margins; (5) generally economic conditions,
either nationally or in the states in which the combined company will be doing
business, are less favorable than expected; or (6) legislation or regulatory
requirements or changes adversely affect the business in which the combined
company would be engaged.
The foregoing descriptions of and references to all of the
above-mentioned agreements and documents are qualified in their entirety by
reference to the complete texts of the agreements and documents that are filed
herewith and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
Exhibit No.
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99.1 Agreement and Plan of Reorganization dated as of July 9,
2000, by and among M&T Bank Corporation, Olympia Financial
Corp. and Premier National Bancorp, Inc. (including the
Plan of Merger as Annex A thereto).
99.2 Stock Option Agreement dated as of July 9, 2000 by
and between M&T Bank Corporation and Premier
National Bancorp, Inc.
99.3 Joint Press Release, dated July 10, 2000.
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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
By: /s/ Michael P. Pinto
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Michael P. Pinto
Executive Vice President and
Chief Financial Officer
Dated: July 12, 2000
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Report Dated: July 9, 2000 Commission File Number: 001-9861
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M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
EXHIBITS
EXHIBIT INDEX
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Exhibit No.
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99.1 Agreement and Plan of Reorganization dated as of July 9, 2000, by
and among M&T Bank Corporation, Olympia Financial Corp. and Premier
National Bancorp, Inc. (including the Plan of Merger on Annex A
thereto). Filed herewith.
99.2 Stock Option Agreement dated as of July 9, 2000 by
and between M&T Bank Corporation and Premier
National Bancorp, Inc. Filed herewith.
99.3 Joint Press Release, dated July 10, 2000. Filed herewith.
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