UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                      April 1, 2003                             

1-9861		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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M&T Bank Corporation (“M&T”) hereby amends Item 7 of its Current Report on Form 8-K, dated April 1, 2003 and filed on April 11, 2003 (the “Report”), as set forth below. The purpose of the Report was to disclose, pursuant to Item 2, M&T’s acquisition of Allfirst Financial Inc. (“Allfirst”) from Allied Irish Banks, p.l.c. (“AIB”). As permitted by Paragraphs (a)(4) and (b)(2) of Item 7 to Form 8-K, the Report omitted the pro forma financial information required by Item 7(b) to Form 8-K. The purpose of this amendment is to file such pro forma information.

Item 7. Financial Statements and Exhibits.

     (a)  Allfirst’s audited consolidated financial statements as of December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000 were previously filed with the initial filing of the Report on April 11, 2003. In addition, the report of KPMG LLP, independent auditors, on the Allfirst 2002 financial statements, and the report of PricewaterhouseCoopers LLP, independent auditors, on the Allfirst 2001 and 2000 financial statements were previously filed with the initial filing of the Report on April 11, 2003.

     (b)  An unaudited Pro Forma Condensed Combined Balance Sheet of M&T as of December 31, 2002 and unaudited Pro Forma Condensed Combined Statement of Income of M&T for the year ended December 31, 2002 are filed herewith as Exhibit 99.5. The unaudited Pro Forma Condensed Combined Balance Sheet assumes that the merger of Allfirst with and into M&T (the “Merger”) was consummated on December 31, 2002. The unaudited Pro Forma Condensed Combined Statement of Income assumes that the Merger was consummated on January 1, 2002 and reflects the pro forma consolidation of the results of operations of M&T and Allfirst for the year ended December 31, 2002. The cash portion of the consideration for the Merger is assumed to have been funded by the sale of investment securities and the issuance of subordinated debentures. Certain amounts in Allfirst’s historical balance sheet and statement of income as shown have been reclassified to conform to M&T’s presentation.

      As a result of the Merger, M&T expects to achieve substantial benefits, primarily in the area of operating cost savings. Implementation of cost savings strategies is expected to begin shortly following closing and such strategies are expected to be fully implemented during 2004. Total expense savings are estimated to be approximately $60 million in 2003 and approximately $100 million in 2004. Management also estimates that operating cost savings that may be realized during the first 12 months following the Merger will be offset by various merger-related 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 merger-related expenses to be incurred.

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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, the preceeding paragraph includes forward-looking statements that are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management and are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”), which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Future Factors include expected costs 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 Allfirst, 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; common shares outstanding; common stock volatility; fair value of stock options to be issued in future periods; legislation affecting the financial services industry as a whole, and M&T’s and its subsidiaries individually or collectively; 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 and it subsidiaries’ 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, except as may be required by applicable law or regulation.

Exhibit No.
2		Agreement and Plan of Reorganization dated as of September 26, 2002 by and among AIB, Allfirst and M&T. Incorporated by reference to Exhibit No. 2 to M&T’s Current Report on Form 8-K dated September 26, 2002 (File No. 001-9861).*
23.1		Consent of KPMG LLP, independent auditors.*
23.2		Consent of PricewaterhouseCoopers LLP, independent auditors.*
99.1		News Release, dated April 1, 2003.*
99.2		Allfirst’s Audited Consolidated Financial Statements.*
99.3		Report of KPMG LLP, Independent Auditors, on Allfirst’s 2002 Audited Consolidated Financial Statements.*
99.4		Report of PricewaterhouseCoopers LLP, Independent Auditors, on Allfirst’s 2001 and 2000 Audited Consolidated Financial Statements.*
99.5		Unaudited Pro Forma Condensed Combined Balance Sheet of M&T as of December 31, 2002 and unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2002. Filed herewith.

* Previously filed with or incorporated by reference into the initial filing of the Report on April 11, 2003.

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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
Date: May 12, 2003		By:   /s/Michael P. Pinto    Michael P. Pinto Executive Vice President and Chief Financial Officer

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Exhibit 99.5

M&T BANK CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(DOLLARS IN THOUSANDS )
(UNAUDITED)

The following unaudited pro forma condensed combined balance sheet gives effect to the acquisition by M&T Bank Corporation (“M&T”) of Allfirst Financial Inc. and subsidiaries (“Allfirst”) using the purchase method of accounting assuming the acquisition was consummated on December 31, 2002. Allfirst was acquired by M&T on April 1, 2003.

			December 31, 2002
											Pro forma
			M&T (1)				Allfirst (2)				adjustments				Pro forma
	ASSETS
Cash and due from banks			$	963,772				1,142,632							$	2,106,404
Money-market assets				379,843				1,418,209								1,798,052
Investment securities				3,955,150				2,558,279				(486,107	)(3)			6,027,322
Loans and leases				25,936,942				10,503,937				55,990	(4)			36,496,869
	Unearned discount			(209,158	)			(145,297	)							(354,455	)
	Allowance for credit losses			(436,472	)			(156,500	)							(592,972	)
	Loans and leases, net			25,291,312				10,202,140				55,990				35,549,442
Premises and equipment				238,986				236,009				(34,237	)(5)			440,758
Goodwill				1,097,553				727,040				1,120,308	(3)-(12)			2,944,901
Core deposit and other intangible assets				118,790				13,609				185,656	(6)			318,055
Accrued interest and other assets				1,155,775				716,358				(58,679	)(7)			1,813,454
	Total assets		$	33,201,181				17,014,276				782,931			$	50,998,388
	LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits			$	17,592,838				7,724,204				23,607	(8)		$	25,340,649
Short-term borrowings				3,429,414				2,070,740								5,500,154
Long-term borrowings				4,497,374				1,211,301				415,183	(3),(9)			6,123,858
	Interest-bearing liabilities			25,519,626				11,006,245				438,790				36,964,661
Non-interest bearing deposits				4,072,085				3,602,576								7,674,661
Other liabilities				400,991				653,601				102,039	(10)			1,156,631
	Total liabilities			29,992,702				15,262,422				540,829				45,795,953
Common equity				3,208,479				1,751,854				242,102	(11)			5,202,435
	Total shareholders’ equity			3,208,479				1,751,854				242,102				5,202,435
	Total liabilties and shareholders’ equity		$	33,201,181				17,014,276				782,931			$	50,998,388

See accompanying notes to pro forma condensed combined financial statements.

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M&T BANK CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The following unaudited pro forma condensed combined statement of income for the year ended December 31, 2002 gives effect to M&T’s acquisition of Allfirst using the purchase method of accounting assuming the acquisition was consummated on January 1, 2002. Allfirst was acquired by M&T on April 1, 2003.

					For the year ended December 31, 2002
													Pro forma
					M&T (1)				Allfirst (2)				adjustments				Pro forma
Interest income
	Loans and leases, including fees				$	1,670,412				591,211				(20,536	)(15)		$	2,241,087
	Money-market assets					4,733				11,658								16,391
	Investment securities
		Fully taxable				148,221				143,552				(28,686	)(16)			263,087
		Exempt from federal taxes				18,733				21,232								39,965
			Total interest income			1,842,099				767,653				(49,222	)			2,560,530
Interest expense
	Deposits					356,642				185,027				(20,290	)(18)			521,379
	Short-term borrowings					52,723				36,975								89,698
	Long-term borrowings					185,149				50,696				9,820	(19),(20)			245,665
			Total interest expense			594,514				272,698				(10,470	)			856,742
Net interest income						1,247,585				494,955				(38,752	)			1,703,788
Provision for credit losses						122,000				75,683								197,683
Net interest income after provision for credit losses						1,125,585				419,272				(38,752	)			1,506,105
Other income
	Mortgage banking revenues					116,408				23,409								139,817
	Service charges on deposit accounts					167,531				124,509								292,040
	Trust income					60,030				84,592								144,622
	Brokerage services income					43,261				10,011								53,272
	Trading account and foreign exchange gains (13)					2,860				(9,408	)							(6,548	)
	Gain (loss) on sales of bank investment securities					(608	)			74,063				(44,107	)(17)			29,348
	Other revenues from operations					122,449				168,666				(51,009	)(14)			240,106
		Total other income				511,931				475,842				(95,116	)			892,657
Other expense
	Salaries and employee benefits					496,990				401,058				(34,169	)(14)			863,879
	Equipment and net occupancy					107,822				96,324				(11,663	)(14),(21)			192,483
	Printing, postage and supplies					25,378				20,243				(671	)(14)			44,950
	Amortization of core deposit and other intangible assets					51,484				6,738				39,059	(14),(22)			97,281
	FX related charge (13)					—				12,714								12,714
	Other costs of operations					279,937				118,579				(1,921	)(14),(23)			396,595
		Total other expense				961,611				655,656				(9,365	)			1,607,902
Income before income taxes						675,905				239,458				(124,503	)			790,860
Income taxes						219,136				53,116				(48,823	)(14),(24)			223,429
Net income					$	456,769				186,342				(75,680	)		$	567,431
Net income per common share
	Basic				$	4.94											$	4.76
	Diluted				$	4.78											$	4.64
Average common shares outstanding
	Basic					92,483								26,700	(25)			119,183
	Diluted					95,522								26,700	(25)			122,222

See accompanying notes to pro forma condensed combined financial statements.

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NOTES TO PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited)

     Adjustments used in the preparation of the unaudited pro forma condensed combined financial statements are as follows:

(1)		M&T historical amounts have been restated to give effect to M&T’s retroactive adoption of the recognition provisions of Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation,” as amended. M&T adopted these provisions on January 1, 2003.
(2)		Certain amounts in Allfirst’s historical balance sheet and statement of income have been reclassified to conform to M&T’s presentation.
(3)		The unaudited pro forma condensed financial information assumes the funding of the cash consideration of $886,107,000 is provided by the sale of $486,107,000 of investment securities and the issuance of $400,000,000 of subordinated notes payable.
(4)		Adjustment to record acquired loans at estimated market value.
(5)		Adjustment to record acquired premises and equipment at estimated market value. The adjustment includes writedowns associated with duplicate facilities, equipment and other fixed assets of Allfirst.
(6)		Adjustment to record incremental core deposit and other intangible assets.
(7)		Represents the reclassification of M&T’s deferred tax asset to other liabilities and other miscellaneous adjustments.
(8)		Adjustment to record interest-bearing deposits of Allfirst at estimated fair value.
(9)		Adjustment of $15,183,000 to record long-term borrowings of Allfirst at estimated fair value.
(10)		Adjustments to record severance benefits associated with the elimination of employment positions at Allfirst, termination of certain Allfirst contractual obligations, the estimated net tax credits associated with adjustments to reflect the fair value of net assets acquired, the reclassification of M&T’s deferred tax asset to other liabilities, and other miscellaneous adjustments.
(11)		Reflects issuance of 26,700,000 shares of M&T common stock with a value of $1,993,956,000 and the elimination of Allfirst’s December 31, 2002 equity of $1,751,854,000.
(12)		Represents incremental goodwill.

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NOTES TO PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited), Continued

				Year ended
				December 31, 2002
(13)		On February 6, 2002, Allfirst announced that Allied Irish Banks, p.l.c. (“AIB”), its sole owner, was undertaking a full investigation into fraudulent foreign exchange trading activities at Allfirst. The losses arising from the fraudulent activities were disclosed by Allfirst in an earnings release dated February 20, 2002. The fraudulent trading activities and the resulting losses are referred to from time to time in reports on Forms 10-K and 10-Q filed by Allfirst with the Securities and Exchange Commission as the “Fraudulent Activities” and the “Fraud Losses,” respectively, and proprietary foreign exchange trading losses are referred to as “FX Losses.” Foreign Exchange Trading Losses include both authentic and fraudulent trading activity. For additional information on the Fraudulent Activities and the Fraud Losses, refer to Allfirst’s 2002 audited consolidated financial statements previously filed with the initial filing of the Report on April 11, 2003.
(14)		Reflects the elimination of income and expense amounts related to Allfirst’s non-profit subsidiaries, which were divested in a form of a dividend to AIB as required under the terms of the Agreement and Plan of Reorganization with M&T dated September 26, 2002.
		Other revenues from operations		(51,009)
		Salaries and employee benefits		(34,169)
		Equipment and net occupancy		(1,482)
		Printing, postage and supplies		(671)
		Amortization of core deposit and other intangible assets		(522)
		Other costs of operations		(7,396)
		Income taxes		(2,907)
(15)		Net amortization of premiums related to loans and leases using a level-yield method over the estimated remaining terms to maturity of the loans and leases.		(20,536)
(16)		Reflects the estimated decrease in interest income from the assumed liquidation of $486,107,000 of investment securities to fund part of the cash portion of the merger consideration at an effective interest rate of 5.90%		(28,686)
(17)		Gains from sales of investment securities have been reduced by the amount ascribed to the cost basis of such securities resulting from an assumed January 1, 2002 mark-to-market adjustment.		(44,107)
(18)		Amortization of the mark-to-market adjustments related to deposits using an effective interest method over the remaining terms to maturity of the deposits.		(20,290)
(19)		Reflects the estimated increase in interest expense from the assumed issuance of $400,000,000 of subordinated notes payable to fund part of the cash portion of the merger consideration at an effective interest rate of 3.85%		15,400
(20)		Amortization of mark-to market adjustments to long-term borrowings on a straight-line basis over the remaining terms to maturity of the borrowings.		(5,580)
(21)		Adjustments to depreciation expense related to mark-to-market adjustments on premises and equipment.		(10,181)
(22)		Additional amortization on an accelerated basis for core deposit and other intangible assets.

			Estimated Life
	Core deposit intangible		8 years					24,308
	Other intangible assets		5 to 10 years					15,273
								39,581

(23)		Adjustments to amortization expense related to other assets.		5,475
(24)		Income tax expense on pro forma adjustments computed using a 39.0% tax rate.		(45,916)
(25)		The pro forma net income per common share amounts and average common shares outstanding include the effect of the adjustments described above and the issuance of 26,700,000 shares of M&T common stock as the stock portion of the purchase price.

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