Financial Institutions, Inc. (Form: 8-K)  

 


UNITED STATES
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):   August 17, 2012

Financial Institutions, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
New York 0-26481 16-0816610
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
220 Liberty Street, Warsaw, New York   14569
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   585-786-1100

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 8.01 Other Events.

BRANCH ACQUISITION

On August 17, 2012, Five Star Bank (“Five Star”), the wholly-owned bank subsidiary of Financial Institutions, Inc. (the “Company”), acquired four bank branches from HSBC Bank USA, National Association and its affiliates (collectively, “HSBC”) located in Elmira, Elmira Heights, Horseheads and Albion, New York, pursuant to the terms of the Assignment, Purchase and Assumption Agreement entered into between Five Star Bank and First Niagara Bank, National Association on January 19, 2012. As part of the transaction, Five Star acquired approximately $157.2 million of net deposits and approximately $17.9 million of net performing loans and paid a premium of approximately $7.0 million, subject to final closing adjustments.

The composition of net deposits, by type, assumed by Five Star Bank as of the date of acquisition was as follows (dollars in thousands):

         
Noninterest-bearing demand
  $ 24,549  
Interest-bearing demand
    34,699  
Savings and money market
    76,150  
Certificates of deposit
    21,811  
 
       
Total deposits
  $ 157,209  
 
       

The composition of loans acquired from HSBC as of the date of acquisition was as follows (dollars in thousands):

         
Commercial
  $ 3,634  
Residential mortgage
    2,061  
Home equity
    9,670  
Other consumer
    2,560  
 
       
Total loans
  $ 17,925  
 
       

The amounts reported above are preliminary and do not reflect purchase accounting adjustments of these balances to their fair values as of the date that they were acquired.

DIVIDEND DECLARATION

On August 22, 2012, the Company issued a press release announcing the declaration of a cash dividend of $0.14 per share of common
stock. The Company also announced dividends of $0.75 per share on its Series A 3% Preferred Stock and $2.12 per share on its Series B-1 8.48% Preferred Stock. All dividends are payable October 2, 2012 to shareholders of record on September 12, 2012. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit
No.
 
Description
 
   
99.1
  Press Release issued by Financial Institutions, Inc. on August 22, 2012.


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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.

         
    Financial Institutions, Inc.
          
August 22, 2012   By:   /s/ Karl F. Krebs
       
        Name: Karl F. Krebs
        Title: Executive Vice President and Chief Financial Officer


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Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release issued by Financial Institutions, Inc. on August 22, 2012.