FINANCIAL INSTITUTIONS INC
SC 13G, 2000-02-14
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------
                                  SCHEDULE 13G
                  --------------------------------------------
             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          FINANCIAL INSTITUTIONS, INC.
                                (NAME OF ISSUER)

                           COMMON STOCK $.01 PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)

                                   317585 40 4
                                 (CUSIP NUMBER)

                                DECEMBER 31, 1999
- - - ----------------------------------------------------------------------
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[  ]     Rule 13d-1 (b)
[x ]     Rule 13d-1 (c)
[  ]     Rule 13d-1 (d)


<PAGE>




CUSIP NO. 317585 40 4             13G                          Page 2 of 4 pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         (ENTITIES ONLY):
         Donald G. Humphrey

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:           (a)  [   ]
                                                                      (b)  [   ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZTION:
         United States

         NUMBER OF SHARES           5.       SOLE VOTING POWER:          627,765
         BENEFICIALLY OWNED         6.       SHARED VOTING POWER:
         BY EACH REPORTING PERSON   7.       SOLE DISPOSITIVE POWER:    627,765
         WITH                       8.       SHARED DISPOSITIVE POWER:

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 627,765

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
         [   ]

10.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
         5.7%

11.      TYPE OF REPORTING PERSON*:
         IN


<PAGE>



CUSIP NO. 317585 40 4                 13G                      Page 3 of 4 pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

FINANCIAL INSTITUTIONS, INC.
(Name of Company)

ITEM 1(A).        NAME OF ISSUER:
                  Financial Institutions, Inc.

ITEM 1(B).        ADDRESS OF ISSUER"S PRINCIPAL EXECUTIVE OFFICES:
                  220 Liberty Street, Warsaw, New York 14569

ITEM 2(A).        NAME OF PERSON FILING:
                  Donald G. Humphrey

ITEM 2(B)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
                  3790 West Lake Road, Perry, New York 14530

ITEM 2(C)         CITIZENSHIP
                  U.S. citizen

ITEM 2(D)         TITLE OF CLASS OF SECURITIES:
                  Common Stock $.01 par value

ITEM 2(E)         CUSIP NUMBER:
                  317585 40 4

ITEM              (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1 (B), OR
                  13D-2 (B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

                  (a)      [   ] Broker or Dealer registered under Section 15 of
                           the Securities Exchange Act of 1934 (the "Act")
                  (b)      [   ]  Bank as defined in Section 3 (a) (6) of the
                           Act
                  (c)      [   ]  Insurance Company as defined in Section 3 (a)
                           (19) of the Act
                  (d)      [   ]  Investment Company registered under Section 8
                           of the  Investment Company Act of 1940.
                  (e)      [   ] An investment adviser in accordance with Rule
                           13d-1 (b) (1) (ii) (E);
                  (f)      [   ] An employee benefit plan or endowment fund in
                           accordance with Rule13d-1 (b) (1) (ii) (F);
                  (g)      [   ]  A parent holding company or control person i
                           accordance with Rule 13d-1 (b) (1) (ii) (G);
                  (h)      [   ] A savings association as defined in Section
                           3(b) of the Federal Deposit Insurance Act; (i) [ ] A
                           church plan that is excluded from the definition of
                           an investment company under Section 3(c)(14) of the
                           Investment Company Act;
                  (j)      [   ] A Group, in accordance with Rule 13d-1 (b) (1
                           (ii) (J).

         If this statement is filed pursuant to Rule 13d-1(c), check this box.
         [ x ]

CUSIP NO. 317585 40 4               13G                        Page 4 of 4 pages

ITEM 4.           OWNERSHIP
                  (A) AMOUNT BENEFICIALLY OWNED:
                  627,765 Common Stock $.01 par value

                  (B) PERCENT OF CLASS
                  5.7%

                  (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
                           (I) SOLE POWER TO VOTE OR DIRECT THE VOTE:
                           627,765 Common Stock $.01 par value
                           (II) SHARED POWER TO VOTE OR DIRECT THE VOTE:
                           None.
                           (III) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION
                           OF:
                           627,765 Common Stock $.01 par value
                           (IV) SHARED POWER TO DISPOE OR DIRECT THE DIPOSITION
                           OF:
                           None.

ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
                  Not applicable.

ITEM 6.           OWNERSHIP OF FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
                  Not applicable.

ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.
                  Not applicable.

ITEM 8.           IDENTIFIACTION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
                  Not applicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP.
                  Not applicable.

ITEM 10.          CERTIFICATION
                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired in
                  the ordinary course of business and were not acquired for the
                  purpose of and do not have the effect of changing or
                  influencing the control of the issuer of such securities and
                  were not acquired in connection with or as a participant in
                  any transaction having such purpose or effect.

SIGNATURES

                  After reasonable inquiry and to the best of his and its
                  knowledge and belief, he undersigned certifies that the
                  information set forth in this statement is true, complete and
                  correct.

Dated: February 14, 2000


/s/ Ronald A. Miller
- - - ----------------------
Donald G. Humphrey By Ronald A. Miller, as Attorney-in-Fact



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