Edgar Filing: M&T BANK CORP

As filed with the Securities and Exchange Commission on March 15, 2002
Registration No. 333-****

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)

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NEW YORK
(State or other jurisdiction 16-0968385
of incorporation or (IRS Employer
organization) Identification No.)

One M&T Plaza
Buffalo, New York 14203
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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M&T BANK CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
(Full title of the plan)

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Richard A. Lammert, Esq.
Senior Vice President and General Counsel
M&T Bank Corporation
One M&T Plaza
Buffalo, New York 14203
(716) 842-5390
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
(202) 942-5000

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Calculation of Registration Fee

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Title of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered(1) maximum aggregate registration
offering price offering fee
per unit(2) price(2)
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Common Stock, $0.50
Par Value 1,000,000 $79.38 $79,380,000 $7,302.96
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers any additional securities which may
become issuable pursuant to anti-dilution provisions of the Retirement Savings
Plan and Trust.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h), on the basis of the average high and
low sale prices of the Registrant's Common Stock as reported on March 11, 2002
on the New York Stock Exchange,which date is within 5 business days prior to
the date of the filing of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The purpose of this Registration Statement is to register an
additional 1,000,000 shares of common stock, $0.50 par value, for issuance
pursuant to the M&T Bank Retirement Savings Plan and Trust (the "Plan").
Pursuant to General Instruction E to Form S-8, except as set forth below, the
contents of Registration Statement No. 333-16077, and Post-effective Amendment
No. 1 thereto, are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by M&T Bank Corporation (File No.
1-9861) ("M&T") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference:

a. M&T's Annual Report on Form 10-K for the year
ended December 31, 2001;

b. The description of the common stock of M&T ("M&T
Common Stock"), contained in a registration
statement on Form 8-A filed by M&T on May 20,
1998, and any amendments or reports filed for the
purpose of updating such description.

All documents filed by M&T after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all M&T
Common Stock offered hereby has been sold or which deregisters such M&T Common
Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date
of filing such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or so superseded, to constitute a part of this
Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The consolidated financial statements of M&T incorporated in
this Registration Statement by reference to M&T's Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in this
document by reference in

reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required) and accountants'
reports, which financial statements and schedules will have been audited to
the extent and for periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance on the reports given on the authority of said firm as experts in
auditing and accounting.

Richard A. Lammert, Esq., Senior Vice President and General
Counsel of M&T, has delivered a legal opinion to the effect that the issuance
and sale of the M&T Common Stock offered hereby was duly authorized by M&T and
that such M&T Common Stock will be validly issued, fully paid and
nonassessable when issued pursuant to the Plan. As of March 14, 2002, Mr.
Lammert was the beneficial owner of 60,568 shares of M&T Common Stock and held
options granted under the M&T Bank Corporation 1983 Stock Option Plan and the
M&T Bank Corporation 2001 Stock Option Plan covering 138,000 shares of M&T
Common Stock, 97,000 of which are currently exercisable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 721 and 722 of the New York Business Corporation Law
("NYBCL") provide for indemnification of directors and officers. Section 721
of the NYBCL provides that the statutory provisions under New York law are not
exclusive of any other rights to which a director or officer seeking
indemnification would be entitled.

Section 722 of the NYBCL provides that a corporation may
indemnify a director or officer of the corporation who is made a party, or
threatened to be made a party, in a civil or criminal proceeding arising out
of activities undertaken at the request of the corporation (including action
on behalf of another corporation, partnership, joint venture, trust, employee
benefit plan or other business enterprise) against judgments, fines, amounts
paid in settlement and reasonable expenses, if the director or officer acted
in good faith for a purpose which he reasonably believed to be in, or, in the
case of service for any other corporation, partnership, joint venture, trust,
employee benefit plan or other business enterprise, not opposed to, the best
interests of the corporation. To be indemnified with respect to criminal
proceedings, the director or officer must also have had no reasonable cause to
believe that his or her conduct was unlawful. In the case of a claim by or in
the right of the corporation (including stockholder derivative suits), there
is no indemnification under New York law for threatened actions or a pending
action otherwise settled or disposed of, and no indemnification of expenses is
permitted, if the director or officer is adjudged liable to the corporation
unless and only to the extent a court determines that, despite such
adjudication but in view of all the circumstances, such indemnification is
nonetheless proper.

The certificate of incorporation of M&T provides that M&T will
indemnify to the maximum extent permissible under New York law its officers
and directors for liability arising out of their actions in such capacity.

ITEM 8. EXHIBITS

The following exhibits are filed as part of this Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.

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, filed herewith.

Exhibit 24 Powers of Attorney, filed herewith.

Exhibit 99.1 Form of Consolidated M&T Bank Retirement Savings Plan
and Trust, filed herewith.

ITEM 9. UNDERTAKINGS.

M&T hereby undertakes:

1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;

(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in

the "Calculation of Registration Fee" table in the
effective registration statement;

(c) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.

Provided, however, that the undertakings set forth in paragraphs 1(a)
and 1(b) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by M&T pursuant to Section 13 or 15(d) of the
Exchange Act, which are incorporated by reference in this registration
statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

4. That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of M&T's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as amended,
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of M&T pursuant to the foregoing provisions, or
otherwise, M&T has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by M&T of
expenses incurred or paid by a director, officer or controlling person of M&T
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, M&T will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Company 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Buffalo, State of New York, on
March 14, 2002.

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
Registration Statement has been signed by the following persons in the
capacities indicated on March 14, 2002:

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

* Director
-----------------------------
Robert J. Bennett

* Director
-----------------------------
C. Angela Bontempo

Director
-----------------------------
Robert T. Brady

* Director
-----------------------------
Patrick J. Callan

* Director
-----------------------------
Carl L. Campbell

* Director
-----------------------------
R. Carlos Carballada

* Director
-----------------------------
T. Jefferson Cunningham III

* Director
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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.

* 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 14, 2002
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Richard A. Lammert, Esq.
(Attorney-in fact)
Pursuant to Powers of Attorney filed herewith

Pursuant to the requirements of the Securities Act of 1933, the
Committee which administers the M&T Bank Corporation Retirement Savings Plan
and Trust has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Buffalo,
State of New York on March 12, 2002.

/s/ ROBERT E. SADLER JR.
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Robert E. Sadler Jr.

/s/ RAY E. LOGAN
------------------------
Ray E. Logan

/s/ MICHAEL P. PINTO
------------------------
Michael P. Pinto

/s/ MARK J. CZARNECKI
------------------------
Mark J. Czarnecki

/s/ JAMES L. HOFFMAN
------------------------
James L. Hoffman

INDEX TO EXHIBITS

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, filed herewith.

Exhibit 24 Powers of Attorney, filed herewith.

Exhibit 99.1 Form of Consolidated M&T Bank Retirement Savings Plan and
Trust, filed herewith.