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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): April 1, 1994
FIRST EMPIRE STATE CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-9861 16-0968385
(Commission File Number) (I.R.S. Employer Identification No.)
One M&T Plaza, Buffalo, New York 14240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 842-5445
(Not Applicable)
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 1, 1994, First Empire State Corporation ("First
Empire") announced that it had entered into a definitive agreement
with Ithaca Bancorp, Inc. ("Ithaca Bancorp"), Ithaca, New York,
pursuant to which Ithaca Bancorp, a unitary savings and loan holding
company, will be acquired by First Empire upon the satisfaction of a
number of conditions. Upon consummation of the transaction,
Citizens Savings Bank, F.S.B. ("Citizens Savings Bank"), Ithaca
Bancorp's savings bank subsidiary, will be merged into Manufacturers
and Traders Trust Company, First Empire's commercial bank
subsidiary.
Citizens Savings Bank operates 12 banking offices in
Tompkins, Cortland and Broome Counties which are centered in and
around Ithaca and Binghamton, New York. At December 31, 1993,
Ithaca Bancorp reported approximately $447 million in assets and
$333 million in deposits. Ithaca Bancorp's common stock is
registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (File No. 0-18705), and additional information
concerning Ithaca Bancorp is on file with the Securities and
Exchange Commission.
First Empire will pay the holders of Ithaca Bancorp's common
stock a cash consideration of $19.00 per share, subject to
adjustment based on the extent to which Ithaca Bancorp's combined
stockholders' equity and allowance for loan losses fall outside of a
specified range. Assuming no adjustment, aggregate cash
consideration would approximate $46.6 million.
Consummation of the transaction is subject to a number of
conditions, including regulatory approvals and the approval of
Ithaca Bancorp's stockholders. Subject to the satisfaction of all
conditions, it is anticipated that the transaction will be completed
in the fourth quarter of 1994.
Contemporaneous with the execution and delivery of the
definitive agreement described above, Ithaca Bancorp granted First
Empire a stock option to acquire up to 19.9% of the shares of common
stock of Ithaca under certain circumstances. In addition, each of
the directors and executive officers of Ithaca Bancorp, each in his
capacity as a shareholder of Ithaca Bancorp, has agreed to vote or
cause to be voted in favor of the acquisition of Ithaca Bancorp by
First Empire all of his Ithaca Bancorp shares entitled to vote with
respect thereto.
The foregoing description of is qualified in its entirety by
reference to the Agreement and Plan of Merger dated as of March 31,
1994 by and among First Empire, Scholar Merger Corporation and
Ithaca Bancorp (Exhibit No. 99.1 hereto) and the Stock Option
Agreement dated as of March 31, 1994 by and between Ithaca Bancorp
and First Empire (Exhibit No. 99.2 hereto).
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Item 7. Financial Statements and Exhibits.
The following exhibits filed herewith or incorporated herein by
reference.
Exhibit No.
99.1 Agreement and Plan of Merger dated as of March 31,
1994 by and among First Empire State Corporation,
Scholar Merger Corporation and Ithaca Bancorp, Inc.
Incorporated by reference to Exhibit No. 1 to First
Empire State Corporation's Schedule 13D dated
March 31, 1994 in respect of its beneficial
ownership of the common stock of Ithaca Bancorp.
99.2 Stock Option Agreement dated as of March 31, 1994 by
and between First Empire State Corporation and
Ithaca Bancorp, Inc. Incorporated by reference to
Exhibit No. 2 to First Empire State Corporation's
Schedule 13D dated March 31, 1994 in respect of its
beneficial ownership of the common stock of Ithaca
Bancorp.
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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.
First Empire State Corporation
Date: April 12, 1994 By: James L. Vardon
James L. Vardon
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page
No.
99.1 Agreement and Plan of Merger dated as
of March 31, 1994 by and among First
Empire State Corporation, Scholar
Merger Corporation and Ithaca Bancorp,
Inc. Incorporated by reference to
Exhibit No. 1 to First Empire State
Corporation's Schedule 13D dated
March 31, 1994 in respect of its
beneficial ownership of the common
stock of Ithaca Bancorp.
99.2 Stock Option Agreement dated as of
March 31, 1994 by and between First
Empire State Corporation and Ithaca
Bancorp, Inc. Incorporated by
reference to Exhibit No. 1 to First
Empire State Corporation's
Schedule 13D dated March 31, 1994 in
respect of its beneficial ownership of
the common stock of Ithaca Bancorp.
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