1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2001
REGISTRATION NO. 333- 48946
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
M&T BANK CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0968385
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE M&T PLAZA
BUFFALO, NEW YORK 14203
- --------------------------------------------------------------------------------
(Address, including zip code, of principal executive offices)
PROGRESSIVE BANK, INC. 1993 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
PREMIER NATIONAL BANCORP, INC. 1995 INCENTIVE STOCK PLAN (AS AMENDED AND
RESTATED EFFECTIVE MAY 13, 1999)
PROGRESSIVE BANK, INC. 1997 EMPLOYEE STOCK OPTION PLAN
PROGRESSIVE BANK, INC. INCENTIVE STOCK OPTION PLAN AMENDED AND RESTATED
- --------------------------------------------------------------------------------
(Full title of the plans)
RICHARD A. LAMMERT, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
M&T BANK CORPORATION
ONE M&T PLAZA
BUFFALO, NEW YORK 14203
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(716) 842-5390
- --------------------------------------------------------------------------------
(telephone number, including area code, of agent for service)
COPY TO:
STEVEN KAPLAN, ESQ.
ARNOLD & PORTER
555 12TH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 942-5998
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 2 on Form S-8 to the Registration
Statement on Form S-4 (File No. 333-48946) (the "Registration Statement") of M&T
Bank Corporation is being filed to reflect the fact that certain of the 224,800
shares of M&T common stock registered under the Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement relate to options offered under an
additional plan, the Progressive Bank, Inc. 1997 Employee Stock Option Plan, not
listed in Post-Effective Amendment No. 1.
II-1
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, M&T
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 on Form S-8 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Buffalo, State of New York, on March 7, 2001.
M&T BANK CORPORATION
By: /s/ Michael P. Pinto
----------------------------
Michael P. Pinto
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on Form S-4
has been signed by the following persons in the capacities indicated on March 7,
2001:
Signature Title
* Chairman of the Board, President and Chief
- --------------------------- Executive Officer (Principal Executive Officer)
Robert G. Wilmers
/s/ Michael P. Pinto Executive Vice President and Chief Financial
- --------------------------- Officer (Principal Financial Officer)
Michael P. Pinto
/s/ Michael R. Spychala Senior Vice President and Controller (Principal
- --------------------------- Accounting Officer)
Michael R. Spychala
*
- --------------------------- Director
William F. Allyn
*
- --------------------------- Director
Brent D. Baird
*
- --------------------------- Director
John H. Benisch
II-2
4
*
- --------------------------- Director
Robert J. Bennett
*
- --------------------------- Director
C. Angela Bontempo
*
- --------------------------- Director
Robert T. Brady
*
- --------------------------- Director
Patrick J. Callan
- --------------------------- Vice Chairman of the Board
Carl L. Campbell
*
- --------------------------- Director
R. Carlos Carballada
- --------------------------- Director
T. Jefferson Cunningham III
- --------------------------- Director
Donald Devorris
*
- --------------------------- Director
Richard E. Garman
*
- --------------------------- Director
James V. Glynn
*
- --------------------------- Director
Daniel R. Hawbaker
*
- --------------------------- Director
Patrick W.E. Hodgson
*
- --------------------------- Director
Samuel T. Hubbard, Jr.
*
- --------------------------- Director
Richard G. King
*
- --------------------------- Director
Reginald B. Newman, II
*
- --------------------------- Director
Peter J. O'Donnell, Jr.
II-3
5
*
- --------------------------- Director
Jorge G. Pereira
*
- --------------------------- Director
Robert E. Sadler, Jr.
*
- --------------------------- Director
Stephen G. Sheetz
*
- --------------------------- Director
John L. Vensel
*
- --------------------------- Director
Herbert L. Washington
* By /s/ Richard A. Lammert March 7, 2001
-----------------------
(Attorney-in-fact)
II-4
6
INDEX TO EXHIBITS
Exhibit 4.1 Progressive Bank, Inc. 1993 Non-Qualified Stock Option
Plan for Directors, incorporated by reference to Exhibit
10.9 to the Annual Report on Form 10-K, for the fiscal
year ended December 31, 1994, file No. 0-15025, of
Progressive Bank, Inc.
Exhibit 4.2 Premier National Bancorp, Inc. 1995 Incentive Stock Plan
(as amended and restated effective May 13, 1999),
incorporated by reference to Exhibit 10.4 to Premier's
Annual Report on Form 10-K for the year ended December
31, 1999, file No. 1-13213.
Exhibit 4.3 Progressive Bank, Inc. 1997 Employee Stock Option Plan,
incorporated by reference to Exhibit 99.1 to the Form
S-8 Registration Statement under the Securities Act of
1933, file No. 333-25931, of Progressive Bank, Inc.,
filed on April 25, 1997.
Exhibit 4.4 Progressive Bank, Inc. Incentive Stock Option Plan
Amended and Restated, incorporated by reference to
Exhibit 10-2 to the Annual Report on Form 10-K, file No.
0-15025 of Progressive Bank Inc., filed on March 22,
1988.
Exhibit 5 Opinion of Richard A. Lammert, Esq., filed herewith.
Exhibit 23.1 Consent of Richard A. Lammert, Esq., included in the
opinion filed as Exhibit 5 hereto.
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP, previously filed.
Exhibit 23.3 Consent of Ernst & Young LLP, previously filed.
Exhibit 24 Powers of Attorney of certain directors and officers of
M&T, previously filed as Exhibit 24 to the Registration
Statement on Form S-4 (File No. 333-48946) by M&T Bank
Corporation.
II-5
1
Exhibit 5
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
March 7, 2001
Board of Directors
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 and 2 on Form
S-8 to the Registration Statement on Form S-4 (File No. 333-48946) (the
"Registration Statement") of M&T Bank Corporation (the "Corporation") related to
224,800 shares of the Corporation's common stock, par value $0.50 per share
("Common Stock"), which are to be offered pursuant to stock options granted
under the following stock option plans (the "Plans"), plus the number of shares,
if any, that may be granted under reload rights contained in certain options
granted under the Plans:
- Progressive Bank, Inc. 1993 Non-Qualified Stock Option Plan for
Directors
- Premier National Bancorp, Inc. 1995 Incentive Stock Plan (as
amended and restated effective May 13, 1999)
- Progressive Bank, Inc. 1997 Employee Stock Option Plan
- Progressive Bank, Inc. Incentive Stock Option Plan Amended and
Restated
I have been requested to furnish an opinion to be included as Exhibit 5
to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
I am admitted to practice law in the State of New York and do not
purport to be an expert on or to express any opinion on any laws other than the
laws of the State of New York and the federal laws of the United States of
America. This opinion speaks as of today's date and is limited to present
statutes, regulations and judicial interpretations. In rendering this opinion, I
assume no obligation to revise or supplement this opinion should the present
laws be changed by legislative or regulatory action, judicial decision or
otherwise.
II-6
2
Based upon such examination and investigation, and upon the assumptions
that there will be no material changes in the documents examined and matters
investigated and that at the time of issuance there will be authorized but
unissued shares of Common Stock available to the Corporation in sufficient
amounts, I am of the opinion that the shares of Common Stock referred to above
have been duly authorized by the Corporation and that, when issued in accordance
with the terms of the Plans and for an amount that is not less than the
applicable par value of the Common Stock at the time of issuance, will be
legally issued, fully paid and non-assessable. I consent to the filing of this
opinion as Exhibit 5 to the Registration Statement.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon.
Very truly yours,
/s/ Richard A. Lammert
Richard A. Lammert
Senior Vice President and General Counsel
II-7
