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): May 26, 2011
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
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| New York
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1-9861
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16-0968385 |
(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
One M&T Plaza, Buffalo, New York 14203
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (716) 842-5445
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 3.03 Material Modification to Rights of Security Holders.
On
May 31, 2011, M&T Bank Corporation (“M&T”)
issued 50,000 shares of a new series of Perpetual 6.875% Non-Cumulative Preferred Stock, Series D, par value $1.00 per
share and liquidation preference of $10,000 per share (the “Series D Preferred Stock”) in connection with M&T’s capital plan in order to
supplement M&T’s Tier 1 Capital (as described in M&T’s Current Report on Form 8-K dated as of May
11, 2011).
The
Series D Preferred Stock ranks senior
to the common stock of M&T as to dividends and
rights on liquidation. Accordingly, upon issuance of the Series D
Preferred Stock on May 31, 2011, the ability of M&T to declare or pay dividends on, or purchase,
redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in
the event that M&T fails to pay dividends on its Series D Preferred Stock for the then most
recently completed semi-annual dividend period. These restrictions are set forth in the Certificate
of Amendment establishing the terms of the Series D Preferred Stock (the “Certificate of
Amendment”), a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference. This summary does not purport to be complete and is qualified in its entirety by
reference to the Certificate of Amendment.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 27, 2011, M&T filed with the New York State Department of State the Certificate of
Amendment for the purpose of fixing the designations, preferences, limitations and relative rights
of the Series D Preferred Stock. The
Certificate of Amendment became effective immediately upon filing. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference. This summary does not purport to be complete and is qualified in
its entirety by reference to the Certificate of Amendment.
Item 8.01 Other Events.
On May 27, 2011, M&T executed an Amendment to its Replacement Capital Covenant, dated as of
January 31, 2008 (the “Replacement Capital Covenant”). M&T executed the Replacement
Capital Covenant in favor of and for the benefit of each Covered Debtholder in connection with the
issuance by M&T of $350,010,000 aggregate principal amount of its 8.500% Junior Subordinated
Debentures due 2068 to M&T Capital Trust IV, a Delaware statutory trust (the “Trust”) and
the issuance by the Trust of $350,000,000 aggregate liquidation amount of its 8.500% Capital
Securities.
The intent and effect of the Amendment is to provide the Covered Debtholders with the
potential benefit of the proceeds from the issuance by the Corporation of any and all Replacement
Capital Securities after May 27, 2011 (the effective date of the Amendment) without regard to the
date of such issuance, and without double counting proceeds received in any prior Measurement
Period with respect to the securities covered by the Replacement Capital Covenant.
Capitalized terms used but not defined in this Item 8.01 have the meanings set forth in the
Replacement Capital Covenant, as amended.
The Replacement Capital Covenant is attached as Exhibit 99.1 incorporated herein by reference.
A copy of the Amendment is attached hereto as Exhibit 99.2.