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                                                      Exhibit 99.1






FIRST EMPIRE STATE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST

Financial Statements and Additional Information
December 31, 1993 and 1992  







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FIRST EMPIRE STATE CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST

Financial Statements and Additional Information
Index

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                                                                   Page


Report of independent accountants                                    3

Financial statements:
     Statement of net assets available for plan benefits as of 
         December 31, 1993 and 1992                                  4
     Statement of changes in net assets available for plan benefits
         for the years ended December 31, 1993 and 1992              5
     Notes to financial statements                                   6
     Exhibit I - Allocation of net assets available 
         for plan benefits to investment programs as of 
         December 31, 1993 and 1992                                  11
     Exhibit II - Allocation of changes in net assets 
         available for plan benefits to investment programs 
         for the years ended December 31, 1993 and 1992              13

     Additional information:
         Schedule I - Schedule of assets held for investment 
           at December 31, 1993                                      15

         Schedule II - Schedule of transactions in excess of 5% of 
           fair value of plan assets for the year ended
           December 31, 1993                                         21


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REPORT OF INDEPENDENT ACCOUNTANTS
- ---------------------------------



To the Participants and Administrative Committee of
the First Empire State Corporation
Retirement Savings Plan and Trust


We have audited the accompanying statement of net assets available for plan
benefits of the First Empire State Corporation Retirement Savings Plan and
Trust (the Plan) as of December 31, 1993 and 1992 and the related statement
of changes in net assets available for plan benefits for the years then
ended.  These financial statements are the responsibility of the Plan's
Administrative Committee.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present fairly, in
all material respects, the net assets available for plan benefits of the
First Empire State Corporation Retirement Savings Plan and Trust at
December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended in conformity with generally
accepted accounting principles.

As discussed in Note 2 to the financial statements, the Plan changed its
method of accounting for benefit payments for the year ended December 31,
1993.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information included
in Schedules I and II is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is additional
information required by ERISA.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


/s/ PRICE WATERHOUSE                    
- ------------------------------
PRICE WATERHOUSE



Buffalo, New York
March 15, 1994



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FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Statement of Net Assets Available for Plan Benefits December 31 ----------- 1993 1992 ---- ---- ASSETS Cash $ 20,681 24,465 Investments, at current value: Short-term investments (cost: $9,369,804 and $9,093,204) 9,369,804 9,093,204 Common stock (cost: $20,093,839 and $13,444,485) 29,143,251 21,618,035 U.S. government and agency obligations (cost: $2,664,196 and $1,767,317) 2,790,214 1,873,652 Corporate bonds (cost: $1,083,088 and $223,356) 1,104,164 226,813 Loans to participants 1,515,189 1,182,054 ----------- ----------- Total investments 43,922,622 33,993,758 Receivables: Employee contributions 98,745 70,128 Employer contributions 64,173 45,983 Interest and dividends 60,805 44,392 ----------- ----------- Total receivables 223,723 160,503 ----------- ----------- Total assets 44,167,026 34,178,726 LIABILITIES Benefits payable - 527,103 Due to broker 212,814 26,409 ----------- ----------- Total liabilities 212,814 553,512 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $43,954,212 33,625,214 =========== =========== The accompanying notes are an integral part of these financial statements.
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FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31 ---------------------- 1993 1992 ---- ---- ADDITIONS TO NET ASSETS AVAILABLE FOR PLAN BENEFITS Net investment income: Interest $ 563,168 678,321 Dividends 383,469 264,154 Net realized gain (loss) on sale of investments 71,023 (50,527) Net appreciation in current value of investments 1,277,410 4,119,057 ----------- ----------- Total net investment income 2,295,070 5,011,005 Contributions: Employee 6,445,933 3,728,340 Employer 3,133,797 2,306,946 ----------- ----------- Total contributions 9,579,730 6,035,286 ----------- ----------- 11,874,800 11,046,291 DEDUCTIONS FROM NET ASSETS AVAILABLE FOR PLAN BENEFITS Benefit payments to participants (2,072,905) (1,318,639) ----------- ----------- Net increase in net assets available for plan benefits before cumulative effect of change in method of accounting for benefit payments to participants 9,801,895 9,727,652 Cumulative effect on prior year of change in method of accounting for benefit payments to participants (note 2) 527,103 - ----------- ----------- NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 10,328,998 9,727,652 ----------- ----------- Net assets available for plan benefits at beginning of year 33,625,214 23,897,562 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $43,954,212 33,625,214 =========== =========== Proforma net increase in net assets available for plan benefits assuming the change in method of accounting for benefit payments to participants is applied retroactively $ 9,801,895 9,795,510 =========== =========== The accompanying notes are an integral part of these financial statements.
6 FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements 1. DESCRIPTION OF PLAN GENERAL The following description of the First Empire State Corporation Retirement Savings Plan and Trust ("the Plan") is provided for general information purposes and is qualified in its entirety by reference to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). ELIGIBILITY AND PARTICIPATION The Plan is a defined contribution plan and was established for the benefit of permanent full-time employees of First Empire State Corporation and its subsidiaries ("the Company"). Persons who are at least 21 years of age and have completed 12 months of continuous serv- ice are eligible to participate in the Plan. Eligible employees may elect to participate effective the first day of any January, April, July or October subsequent to meeting the eligibility criteria. ADMINISTRATION The Plan is administered by a committee (Administrative Committee) which is appointed by the Board of Directors of Manufacturers and Traders Trust Company ("M&T Bank"), a wholly-owned subsidiary of First Empire State Corporation ("First Empire"). The assets of the Plan are held by M&T Bank, as Trustee. The Wyatt Company, an actuarial and consulting firm, provides recordkeeping services on an individual participant basis to the Plan. The Board of Directors of M&T Bank has the right to terminate, amend or modify the Plan at any time subject to the Plan provisions. Upon Plan termination, participants will receive the assets allocated to their accounts. CONTRIBUTIONS Contributions to the Plan are made by the participants through salary reduction and by the Company through employer matching contributions. The participants may elect to reduce their compensation by a specified whole percentage not to exceed 8%, subject to certain limitations under Section 401(k) and Section 415 of the Internal Revenue Code. The Company remits to the Plan on behalf of each participant the amount by which the participant's compensation is reduced. In addi- tion, the Company makes an employer matching contribution in an amount equal to 75% of the participant's contribution limited to 4.5% of the participant's compensation. Compensation is generally defined in the Plan to mean a participant's base salary for the calendar year excluding any form of additional compensation. Generally, total annual contributions may not exceed the lesser of 25% of compensation, as defined in the Internal Revenue Code, or $30,000, adjusted for inflation. An individual participant's pre-tax contribution was lim- ited to $8,994 in 1993 and $8,728 in 1992. Contributions above this limit were treated as post-tax contributions. 7 FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements Participants' accounts, including all salary reduction contributions, employer matching contributions and increments thereon are at all times fully vested and nonforfeitable. INVESTMENT PROGRAMS Participants may invest their salary reduction contributions in the common stock of First Empire State Corporation (the "First Empire stock fund"), equity securities other than those of First Empire (the "diversified equity fund"), short-term fixed income securities other than those of First Empire (the "money-market fund") or long-term fixed income securities other than those of First Empire (the "bond fund") in increments of 25%. A separate account is maintained for each participant's interest in each fund. There were 2,395 par- ticipants in the First Empire stock fund, 1,583 in the diversified equity fund, 1,310 in the money-market fund and 1,272 in the bond fund at December 31, 1993. A total of 2,695 employees of the Company were active participants in the Plan at December 31, 1993. The allocation of net assets available for Plan benefits to investment programs and allocation of changes in net assets available for Plan benefits to investment programs are set forth in Exhibit I and II, respectively. On January 1, April 1, July 1 and October 1 of each year, participants may, in accordance with the rules of the Plan, transfer existing balances among the available investment funds, reduce or increase the percentage of salary reduction elected and/or redirect their current salary reduction contributions into different funds. Contributions may be suspended at any time. EMPLOYER MATCHING CONTRIBUTIONS Employer matching contributions are invested in the above funds in the same proportion as elected by the participants. LOANS TO PARTICIPANTS Upon written application to the Administrative Committee, participants may borrow from their account an amount not to exceed the lesser of (1) 50% of the participant's vested account balance as of the most recent valuation date or (2) $50,000 reduced by the participant's highest outstanding loan balance in the twelve months prior to the date of loan origination. The minimum loan amount is $1,000. Loans bear interest at one percentage point above prime as designated by M&T Bank and are repaid in equal installments through after-tax payroll deductions for a period of up to five years. WITHDRAWALS AND DISTRIBUTIONS A participant undergoing financial hardship may make withdrawals from the Plan while employed by the Company, subject to Plan limitations. Upon termination of employment for any reason, participants are entitled to a distribution of the full amount of individual account balances as of the revaluation date immediately following such termination of service. Unless the participant elects otherwise, distribution of the full amount of the participant's account balance will be made no later than 60 days after the close of the calendar year in which the last of the following 8 FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements occurs: (a) the participant attains age 65; (b) the tenth anniversary of the year in which participation began; or (c) the participant terminates service with the Company. The participant may elect to defer distribution until no later than April 1 of the calendar year following the year in which age 70-1/2 is attained. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accounts of the Plan are maintained on the accrual basis. INVESTMENTS Investments are reported on a current value basis. Investments of the First Empire stock fund, diversified equity fund, money-market fund and bond fund are traded on national securities exchanges and are valued using the last reported sales price prior to the close of the Plan year. Loans to participants are valued by the Administrative Committee as no active market exists for such loans. The loans, which are fully secured by a portion of the participant's vested benefits, were determined to have a current value which approximates the outstanding principal balance of the loans at both December 31, 1993 and 1992. Investment income of the First Empire stock fund, diversified equity fund, money-market fund and bond fund is allocated to participants based on their proportionate share of the respective investment fund's net assets. Interest income on loans to participants is allocated to the participants based on their respective loan agreement. BENEFIT PAYMENTS TO PARTICIPANTS During 1993, the Plan changed its method of accounting for benefit payments to participants by no longer accruing for benefit payments payable to participants at the end of the period. This change was made to comply with reporting standards established by the American Institute of Certified Public Accountants as set forth in its Audit and Accounting Guide, "Audits of Employee Benefit Plans", revised as of May 1, 1993. In accordance with Accounting Principles Board Opinion No. 20, "Accounting Changes", the financial statements for 1992 are presented as previously reported. The cumulative effect of applying the new method of accounting is to increase the amount reported as net increase in net assets available for plan benefits for the year ended December 31, 1993 by $527,103. The proforma net increase in net assets available for plan benefits as though the change in accounting had been adopted retroactively is shown on the Statement of Changes in Net Assets Available for Plan Benefits and in Exhibit II. Amounts payable to participants who have elected to make withdrawals from the Plan amounted to $603,796 at December 31, 1993; $210,907 in the First Empire stock fund, $120,436 in the diversified equity fund, $204,527 in the money-market fund, and $67,926 in the bond fund. ADMINISTRATIVE EXPENSES Expenses related to administration of the Plan are paid by the Company. Brokerage commissions, transfer taxes and similar costs of acquiring or 9 FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements selling securities are paid by the Plan. The Plan paid $15,999 and $17,944 for brokerage commissions in 1993 and 1992, respectively. These amounts have been included in the net realized gain or loss on sale of investments and the net appreciation or depreciation in fair market value of investments for those securities acquired during the year in the Statement of Changes in Net Assets Available for Plan Benefits. 3. INCOME TAXES The Internal Revenue Service has issued a favorable determination letter regarding the qualified and tax-exempt status of the Plan under Sections 401 and 501 of the Internal Revenue Code. Accordingly, no provision has been made for income taxes. Participants are not subject to Federal or state income tax on employer matching contributions and pre-tax participant salary reduction contributions until such contributions are withdrawn or distributed. The earnings and appreciation of the assets of the Plan are not subject to Federal or state income taxation until withdrawn or distributed. 4. PLAN AMENDMENTS Effective January 1, 1993, the Plan was amended to add special eligibility rules for former Central Trust Company of Rochester, New York and Endicott Trust Company of Endicott, New York employees who became employees of the Company after the Company merged these institutions into M&T Bank simultaneously with their acquisition on July 1, 1992. 5. RELATED PARTY TRANSACTIONS During 1993, the Plan acquired in the open market, in 36 transactions, 36,408 shares of First Empire common stock at a cost of $5,146,869. The Plan disposed of, in 11 transactions, 2,809 shares of First Empire common stock which resulted in proceeds of $394,984 and realized gains of $14,825. In addition, 165,729 shares of First Empire common stock with a total cost of $14,913,922 and a fair market value of $23,326,357 were held at December 31, 1993. 6. EMPLOYER AND EMPLOYEE CONTRIBUTIONS The following table represents employer and employee contributions for the year ended December 31, 1993: Employee Employer contributions contributions ------------- ------------- M&T Bank $5,798,161 2,820,953 The East New York Savings Bank 558,760 280,981 M&T Mortgage Corporation 89,012 31,863 ---------- ---------- $6,445,933 3,133,797 ========== ========== The East New York Savings Bank and M&T Mortgage Corporation are wholly- owned subsidiaries of First Empire and M&T Bank, respectively. 7. NET REALIZED GAIN (LOSS) ON SALE OF INVESTMENTS Net realized gain (loss) on sale of investments is comprised of the following: 10
FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements Net realized Total Basis of gain proceeds assets sold (loss) -------- ----------- ------- For the year ended December 31, 1993: First Empire common stock $ 394,984 380,159 $ 14,825 Other common stock 982,585 944,198 38,387 U.S. government and agency obligations 1,214,840 1,198,029 16,811 Corporate bonds 258,198 257,198 1,000 ---------- ---------- --------- $2,850,607 2,779,584 $ 71,023 ========== ========== ========= For the year ended December 31, 1992: First Empire common stock $ 175,603 128,475 $ 47,128 Other common stock 1,826,495 1,925,031 (98,536) U.S. government and agency obligations 554,836 554,299 537 Corporate bonds 51,625 51,281 344 ---------- ---------- --------- $2,608,559 2,659,086 $ (50,527) ========== ========== ========= In accordance with the requirements of ERISA, the basis of assets sold is equal to either the fair market value at the beginning of the period, for securities held as of that date, or cost, for securities acquired during the year. 8. NET APPRECIATION IN CURRENT VALUE OF INVESTMENTS Net appreciation in current value of investments is comprised of the following: Current Basis of value at assets held end of at end Net period of period appreciation ------ --------- ------------ For the year ended December 31, 1993: First Empire common stock $23,326,357 22,538,195 $ 788,162 Other common stock 5,816,894 5,381,390 435,504 U.S. government and agency obligations 2,790,214 2,755,523 34,691 Corporate bonds 1,104,164 1,085,111 19,053 ---------- $1,277,410 ========== For the year ended December 31, 1992: First Empire common stock $17,771,485 13,937,863 $3,833,622 Other common stock 3,846,550 3,567,052 279,498 U.S. government and agency obligations 1,873,652 1,869,900 3,752 Corporate bonds 226,813 224,628 2,185 ---------- $4,119,057 ========== In accordance with the requirements of ERISA, the basis of assets held at end of period is equal to either the fair market value at the beginning of the period, for securities held as of that date, or cost, for securities acquired during the year.
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Exhibit I FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Allocation of Net Assets Available for Plan Benefits to Investment Programs December 31, 1993 - -------------------------------------------------------------------------------------------------------------- FIRST EMPIRE DIVERSIFIED MONEY- BOND PARTICIPANT STOCK FUND EQUITY FUND MARKET FUND FUND LOAN ACCOUNT TOTAL ---------- ----------- ----------- ------ ------------ ----- ASSETS Cash $ 317 - 20,271 93 - $ 20,681 Investments, at current value (cost $15,189,628, $6,099,121, $8,129,981 and $3,792,197): Short-term investments 275,706 919,204 8,129,981 44,913 - 9,369,804 Common stock 23,326,357 5,816,894 - - - 29,143,251 U.S. government and agency obligations - - - 2,790,214 - 2,790,214 Corporate bonds - - - 1,104,164 - 1,104,164 Loans to participants - - - - 1,515,189 1,515,189 ----------- ----------- ----------- ----------- ----------- ----------- Total investments 23,602,063 6,736,098 8,129,981 3,939,291 1,515,189 43,922,622 Receivables: Employee contributions 50,566 22,805 13,607 11,767 - 98,745 Employer contributions 32,414 14,913 9,029 7,817 - 64,173 Interest and dividends - 8,386 - 52,419 - 60,805 ----------- ------------ ----------- ----------- ----------- ----------- Total receivables 82,980 46,104 22,636 72,003 - 223,723 ----------- ------------ ----------- ----------- ----------- ----------- Total assets 23,685,360 6,782,202 8,172,888 4,011,387 1,515,189 44,167,026 LIABILITIES Due to broker 212,814 - - - - 212,814 ----------- ------------ ----------- ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 23,472,546 6,782,202 8,172,888 4,011,387 1,515,189 $43,954,212 ============ ========= ========= ========= ========= ===========
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Exhibit I (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Allocation of Net Assets Available for Plan Benefits to Investment Programs December 31, 1992 - -------------------------------------------------------------------------------------------------------------- FIRST EMPIRE DIVERSIFIED MONEY- BOND PARTICIPANT STOCK FUND EQUITY FUND MARKET FUND FUND LOAN ACCOUNT TOTAL ---------- ----------- ----------- ------ ------------ ----- ASSETS Cash $ - 1,748 22,597 120 - $ 24,465 Investments, at current value (cost $10,008,572, $3,794,307, $8,731,759 and $1,993,724): Short-term investments 2,914 355,480 8,731,759 3,051 - 9,093,204 Common stock 17,771,485 3,846,550 - - - 21,618,035 U.S. government and agency obligations - - - 1,873,652 - 1,873,652 Corporate bonds - - - 226,813 - 226,813 Loans to participants - - - - 1,182,054 1,182,054 ------------ ------------ ----------- ----------- ----------- ---------- Total investments 17,774,399 4,202,030 8,731,759 2,103,516 1,182,054 33,993,758 Receivables: Employee contributions 37,175 11,143 13,833 7,977 - 70,128 Employer contributions 23,919 7,380 9,289 5,395 - 45,983 Interest and dividends - 7,222 - 37,170 - 44,392 ------------ ------------ ----------- ----------- ----------- ---------- Total receivables 61,094 25,745 23,122 50,542 - 160,503 ------------ ------------ ----------- ----------- ----------- ---------- Total assets 17,835,493 4,229,523 8,777,478 2,154,178 1,182,054 34,178,726 LIABILITIES Benefits payable 109,764 49,345 303,465 64,529 - 527,103 Due to broker - 26,409 - - - 26,409 ------------ ------------ ----------- ----------- ----------- ---------- Total liabilities 109,764 75,754 303,465 64,529 - 553,512 ------------ ------------ ----------- ----------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $17,725,729 4,153,769 8,474,013 2,089,649 1,182,054 $33,625,214 =========== ============ =========== =========== =========== ===========
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Exhibit II FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs December 31, 1993 - -------------------------------------------------------------------------------------------------------------- FIRST EMPIRE DIVERSIFIED MONEY- BOND PARTICIPANT STOCK FUND EQUITY FUND MARKET FUND FUND LOAN ACCOUNT TOTAL ---------- ----------- ----------- ---- ------------ ----- ADDITIONS TO NET ASSETS AVAILABLE FOR PLAN BENEFITS Net investment income: Interest $ 4,043 25,772 235,561 197,244 100,548 $ 563,168 Dividends 291,614 91,855 - - - 383,469 Net realized gain on sale of investments 14,825 38,387 - 17,811 - 71,023 Net appreciation in current value of investments 788,162 435,504 - 53,744 - 1,277,410 ---------- --------- ---------- ----------- ----------- ----------- Total net investment income 1,098,644 591,518 235,561 268,799 100,548 2,295,070 Contributions: Employee 3,125,379 1,343,886 1,071,032 905,636 - 6,445,933 Employer 1,670,919 555,572 537,205 370,101 - 3,133,797 ---------- --------- ---------- ----------- ----------- ----------- Total contributions 4,796,298 1,899,458 1,608,237 1,275,737 - 9,579,730 ---------- --------- ---------- ----------- ----------- ----------- 5,894,942 2,490,976 1,843,798 1,544,536 100,548 11,874,800 DEDUCTIONS FROM NET ASSETS AVAILABLE FOR PLAN BENEFITS Benefit payments to participants (916,554) (203,030) (691,947) (261,374) - (2,072,905) INTERFUND TRANSFERS Loans, net of repayments 140,738 (92,389) (291,299) (90,185) 333,135 - Reallocation of investments - additions (deductions) 517,927 383,531 (1,465,142) 664,232 (100,548) - ---------- --------- ---------- ----------- ----------- ----------- 658,665 291,142 (1,756,441) 574,047 232,587 - ---------- --------- ---------- ----------- ----------- ----------- Net increase (decrease) in net assets available for plan benefits before cumulative effect of change in method of accounting for bene- fit payments to participants 5,637,053 2,579,088 (604,590) 1,857,209 333,135 9,801,895 Cumulative effect on prior year of change in method of accounting for benefit payments to participants (note 2) 109,764 49,345 303,465 64,529 - 527,103 ---------- --------- ---------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,746,817 2,628,433 (301,125) 1,921,738 333,135 $10,328,998 ========== ========== ========== ========== ========== =========== The proforma net increase (decrease) in net assets available for plan benefits assuming the change in method of accounting for benefit payments to participants is applied retroactively is equal to the net increase (decrease) in net assets available for plan benefits before cumulative effect of change in method of accounting for benefit payments to participants.
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Exhibit II (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Allocation of Changes in Net Assets Available for Plan Benefits to Investment Programs December 31, 1992 - -------------------------------------------------------------------------------------------------------------- FIRST EMPIRE DIVERSIFIED MONEY- BOND PARTICIPANT STOCK FUND EQUITY FUND MARKET FUND FUND LOAN ACCOUNT TOTAL ---------- ----------- ----------- ---- ------------ ----- ADDITIONS TO NET ASSETS AVAILABLE FOR PLAN BENEFITS Net investment income: Interest $ 4,049 11,234 299,415 144,102 219,521 $ 678,321 Dividends 191,835 72,319 - - - 264,154 Net realized gain (loss) on sale of investments 47,128 (98,536) - 881 - (50,527) Net appreciation in current value of investments 3,833,623 279,497 - 5,937 - 4,119,057 ---------- --------- ---------- ----------- ----------- ----------- Total net investment income 4,076,635 264,514 299,415 150,920 219,521 5,011,005 Contributions: Employee 1,794,305 641,061 954,329 338,645 - 3,728,340 Employer 1,057,254 402,165 627,374 220,153 - 2,306,946 ---------- --------- ---------- ----------- ----------- ----------- Total contributions 2,851,559 1,043,226 1,581,703 558,798 - 6,035,286 ---------- --------- ---------- ----------- ----------- ----------- 6,928,194 1,307,740 1,881,118 709,718 219,521 11,046,291 DEDUCTIONS FROM NET ASSETS AVAILABLE FOR PLAN BENEFITS Benefit payments to participants (464,818) (107,167) (571,018) (175,636) - (1,318,639) INTERFUND TRANSFERS Loans, net of repayments (201,499) (35,486) (193,295) (27,996) 458,276 - Reallocation of investments - additions (deductions) 1,261,412 123,628 (1,240,570) (62,784) (81,686) - ---------- --------- ---------- ----------- ----------- ----------- 1,059,913 88,142 (1,433,865) (90,780) 376,590 - ---------- --------- ---------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN benefits $7,523,289 1,288,715 (123,765) 443,302 596,111 $ 9,727,652 ========== ========== ========== =========== =========== =========== Proforma net increase (decrease) in net assets available for plan benefits assuming the change in method of accounting for benefit payments to participants is applied retroactively $7,520,803 1,289,593 (59,394) 448,394 596,111 $ 9,795,510 ========== ========== ========== =========== =========== ===========
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Schedule I FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- SHORT-TERM INVESTMENTS Vision Fiduciary Funds, Inc. Money Market Fund 9,369,804 $100.000 $9,369,804 $100.000 $9,369,804 ---------- ---------- Total short-term investments $9,369,804 $9,369,804 ---------- ---------- COMMON STOCK Consumer products and services: Albertson's Inc. 1,000 $21.488 $ 21,488 $26.750 $26,750 Alltrista Corporation 625 17.909 11,193 17.000 10,625 Ball Corporation 3,700 30.528 112,953 30.250 111,925 CPC International Inc. 3,500 43.042 150,647 47.625 166,688 Colgate Palmolive Company 1,000 52.195 52,195 62.375 62,375 Dun & Bradstreet Companies, Inc. 1,300 54.081 70,305 61.625 80,113 First Brands Corporation 3,500 31.904 111,664 34.500 120,750 Kmart Corporation 3,200 22.896 73,268 21.500 68,800 McGraw Hill Inc. 1,000 67.370 67,370 67.625 67,625 Paramount Communications, Inc. 2,000 51.475 102,950 77.750 155,500 PepsiCo, Inc. 1,000 26.665 26,665 40.875 40,875 Stride Rite Corp. 3,000 25.970 77,909 16.375 49,125 Toys-R-Us, Inc. 1,300 34.320 44,616 40.875 53,138 Walt Disney Co. 1,600 43.495 69,592 42.625 68,200 ---------- ------------ Total consumer products and services 992,815 1,082,489 ---------- ------------
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Schedule I (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- COMMON STOCK (CONTINUED) Energy: Burlington Resources Inc. 1,300 $52.399 $68,119 $42.375 $55,087 Exxon Corporation 1,200 53.173 63,807 63.125 75,750 Nabors Industries, Inc. 12,000 9.537 114,440 8.125 97,500 Schlumberger Limited 1,000 57.680 57,680 59.125 59,125 Ultramar Corp. 7,000 18.421 128,948 25.375 177,625 Unocal Corp. 6,700 26.481 177,424 27.875 186,762 ---------- ------------ Total energy 610,418 651,849 ---------- ------------ Financial: American International Group Inc. 1,100 56.872 62,559 87.750 96,525 Federal National Mortgage Association 1,000 58.348 58,348 78.500 78,500 First Empire State Corporation* 165,729 89.990 14,913,922 140.750 23,326,357 General Reinsurance Corp. 600 85.778 51,467 107.000 64,200 Morgan, JP & Company, Inc. 1,200 54.675 65,610 69.375 83,250 ---------- ------------ Total financial 15,151,906 23,648,832 ---------- ------------ Health care: Bristol-Myers Squibb Co. 1,000 77.363 77,363 58.250 58,250 Johnson & Johnson Co. 1,200 48.798 58,558 44.875 53,850 Merck & Co., Inc. 1,500 51.539 77,309 34.375 51,563 Mylan Laboratories, Inc. 2,500 18.996 47,491 25.375 63,438 ---------- ------------ Total health care 260,721 227,101 ---------- ------------ * See note 5 to the financial statements
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Schedule I (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- COMMON STOCK (CONTINUED) Industrials: Aluminum Company of America 1,000 $70.370 $70,370 $69.375 $69,375 Avnet Inc. 3,300 31.446 103,771 39.000 128,700 Commercial Metals Co. 6,666 19.518 130,108 28.125 187,481 Cooper Industries Inc. 2,000 52.682 105,363 49.250 98,500 Corning Inc. 2,800 36.570 102,396 28.000 78,400 Dresser Industries Inc. 4,000 23.120 92,480 20.750 83,000 Emerson Electric Company 1,400 47.976 67,167 60.250 84,350 Kirby Corp. 7,500 17.621 132,158 21.375 160,312 Santa Fe Pacific Corp. 11,000 17.535 192,885 22.250 244,750 Zero Corp. 9,500 14.234 135,224 16.125 153,187 ---------- ------------ Total industrials 1,131,922 1,288,055 ---------- ------------ Materials: Champion International Corp. 3,200 30.074 96,236 33.375 106,800 Dupont (E.I.) DeNemours & Company 3,100 48.968 151,802 48.250 149,575 Hercules, Inc. 1,600 75.443 120,709 113.500 181,600 International Paper Co. 1,000 68.245 68,245 67.750 67,750 Material Sciences Corp. 10,000 16.907 169,069 22.875 228,750 Newmont Mining Company 3,200 49.731 159,138 57.625 184,400 Pall Corp. 4,000 20.430 81,718 18.375 73,500 Worthington Industries Inc. 6,000 16.833 101,000 20.500 123,000 ---------- ------------ Total materials 947,917 1,115,375 ---------- ------------
18 Schedule I
(continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- COMMON STOCK (CONTINUED) Technology: AMP Inc. 1,800 $62.322 $112,180 $63.125 $113,625 Continuum Company Inc. 6,600 19.662 129,767 19.250 127,050 Hewlett-Packard Co. 1,600 62.740 100,384 79.000 126,400 Motorola, Inc. 1,300 39.021 50,727 92.250 119,925 Texas Instruments, Inc. 1,700 58.046 98,679 63.500 107,950 ----------- ------------ Total technology 491,737 594,950 ----------- ------------ Transportation: Greyhound Lines, Incorporated 13,000 13.028 169,358 11.500 149,500 UAL Corp. 600 157.952 94,771 146.000 87,600 ----------- ------------ Total transportation 264,129 237,100 ----------- ------------ Utilities: American Telephone & Telegraph Co. 2,300 40.265 92,610 52.500 120,750 MCI Communications Corp 3,000 15.843 47,530 28.250 84,750 SCE Corp. 4,600 22.203 102,134 20.000 92,000 ----------- ------------ Total utilities 242,274 297,500 ----------- ------------ Total common stock $20,093,839 $ 29,143,251 ----------- ------------
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Schedule I (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- U.S. GOVERNMENT AND AGENCY OBLIGATIONS U.S. Treasury note, 7.000%, due 04/15/94 $ 100,000 $ 95.602 $ 95,602 $ 101.031 $101,031 U.S. Treasury note, 4.000%, due 09/30/94 75,000 100.000 75,000 100.312 75,234 U.S. Treasury note, 7.750%, due 02/15/95 50,000 101.390 50,695 104.280 52,140 U.S. Treasury note, 8.500%, due 05/15/95 75,000 100.016 75,012 106.000 79,500 U.S. Treasury note, 8.875%, due 02/15/96 100,000 101.094 101,094 109.156 109,156 U.S. Treasury note, 7.000%, due 09/30/96 50,000 99.710 49,855 106.594 53,297 U.S. Treasury note, 8.125%, due 02/15/98 125,000 98.485 123,106 111.500 139,375 Federal National Mortgage Association, 5.300%, due 07/25/98 191,490 100.203 191,879 99.594 190,712 U.S. Treasury note, 7.000%, due 04/15/99 50,000 99.402 49,701 107.844 53,922 Federal Home Loan Mortgage Corp., 6.000%, due 05/15/99 202,046 101.297 204,666 100.332 202,717 U.S. Treasury note, 8.000%, due 08/15/99 100,000 96.643 96,643 112.937 112,937 U.S. Treasury note, 6.375%, due 01/15/2000 150,000 99.805 149,708 105.062 157,593 U.S. Treasury note, 8.750%, due 08/15/2000 100,000 101.453 101,453 118.000 118,000 U.S. Treasury note, 8.500%, due 11/15/2000 25,000 99.868 24,967 116.844 29,211 U.S. Treasury note, 8.000%, due 05/15/2001 125,000 99.434 124,293 114.344 142,930 U.S. Treasury note, 7.500%, due 11/15/2001 100,000 101.413 101,413 111.562 111,562 U.S. Treasury note, 7.500%, due 05/15/2002 150,000 99.792 149,688 111.844 167,766 U.S. Treasury note, 6.375%, due 08/15/2002 175,000 98.829 172,951 104.250 182,437 U.S. Treasury note, 5.750%, due 08/15/2003 515,000 102.591 528,345 99.625 513,069 Federal National Mortgage Association, 5.500%, due 01/25/2013 200,000 99.063 198,125 98.813 197,625 ----------- ------------ Total U.S. government and agency obligations $ 2,664,196 $ 2,790,214 ----------- ------------
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Schedule I (continued) FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Assets Held for Investment December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Number of shares or principal Total Current value Name and title of issue amount Unit cost cost Per Unit Total - ----------------------- ------- --------- ----- ------- ----- CORPORATE BONDS General Tel. Co. Calif., 1st mtg., 4.500%, due 03/01/95 $ 100,000 $ 100.125 $ 100,125 $ 100.375 $ 100,375 Chevron Capital USA Inc. note, 7.875%, due 03/01/97 50,000 103.074 51,537 100.626 50,313 Shearson Lehman Bros., zero coupon note, due 05/16/97 300,000 82.385 247,155 82.250 246,750 Discover Card, 6.250%, due 08/15/98 100,000 99.681 99,681 103.320 103,320 Allied Corp., zero coupon note, due 09/15/98 100,000 65.935 65,935 75.625 75,625 PepsiCo, Inc. note, 7.625%, due 11/01/98 50,000 99.758 49,879 109.500 54,750 Westinghouse Credit Corp. note, 8.875%, due 06/14/2014 150,000 112.517 168,776 115.854 173,781 Prudential Home Mtg., 2nd mtg., 7.000%, due 08/25/2023 300,000 100.000 300,000 99.750 299,250 ----------- ------------ Total corporate bonds $ 1,083,088 $ 1,104,164 ----------- ------------ LOANS TO PARTICIPANTS 7%-12%, fully secured by vested benefits, due 1994 though 1998 $1,515,189 - $ 1,515,189 - $ 1,515,189 ----------- ------------ Total investments $34,726,116 $43,922,622 =========== ===========
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Schedule II FIRST EMPIRE STATE CORPORATION RETIREMENT SAVINGS PLAN AND TRUST Schedule of Transactions in Excess of 5% of Fair Value of Plan Assets For the Year Ended December 31, 1993 - -------------------------------------------------------------------------------------------------------------- Purchases Sales/distributions ------------------------ ------------------------------------------------- Number of Number of Gain Description of asset transactions Cost transactions Proceeds Basis (loss) - -------------------- ------------ ---- ------------ -------- ----- ----- Short-term investments: Vision Fiduciary Funds, Inc. Money Market Fund 385 $12,777,536 209 $12,500,936 12,500,936 - Common stock: First Empire State Corporation 36 5,146,869 11 394,984 380,159 14,825