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MTB > SEC Filings for MTB > Form 8-K on 22-Apr-2013All Recent SEC Filings

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Form 8-K for M&T BANK CORP


22-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statemen


ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On April 22, 2013, M&T Bank Corporation ("M&T") filed with the New York State Department of State an amendment to M&T's Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of amending certain terms of each of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share, of M&T (the "Series A Preferred Shares"), and the Fixed Rate Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share and liquidation preference $1,000 per share, of M&T (the "Series C Preferred Shares").

Under the terms of the Certificate of Amendment, (a) the initial dividend rate on both the Series A Preferred Shares and the Series C Preferred Shares will be 5% per annum through November 14, 2013 and will increase to 6.375% per annum on and after November 15, 2013, and (b) M&T cannot redeem either the Series A Preferred Shares or the Series C Preferred Shares, except (i) on or after November 15, 2018, subject to prior approval by the appropriate federal banking agency, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event, in each case at a redemption price equal to the sum of 100% of the liquidation preference per preferred share plus any accrued and unpaid dividends (including dividends accrued on any unpaid dividends) to but excluding the date of redemption. The term "regulatory capital treatment event" means the good faith determination by M&T that, as a result of
(1) any amendment to, or change in, the laws or regulations of the U.S. (or any political subdivision thereof) that is enacted or becomes effective after August 17, 2012; (2) any proposed change (including any such change with a prospective effect) in those laws or regulations that is announced after August 17, 2012; or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after August 17, 2012, there is more than an insubstantial risk that M&T will not be entitled to treat the full liquidation value of the Series A Preferred Shares or the Series C Preferred Shares, as applicable, then outstanding as "Tier 1 Capital" for purposes of the capital adequacy guidelines of the Federal Reserve Board, Regulation Y, 12 C.F.R. Part 225, or any successor regulation of the Board of Governors of the Federal Reserve System, as then in effect and applicable, for as long as any share of Series A Preferred Shares or Series C Preferred Shares is outstanding.

The terms of the Certificate of Amendment were previously approved by (x) M&T's board of directors on August 17, 2012, (y) the U.S. Treasury, in its capacity as the sole shareholder of the Series A Preferred Shares and the Series C Preferred Shares, on August 17, 2012, and (z) the holders of shares of M&T common stock at a special meeting of shareholders on April 16, 2013.

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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
  No.                                Description of Exhibit

3.1          Certificate of Amendment to Restated Certificate of Incorporation of
             M&T Bank Corporation, dated April 19, 2013.


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