-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQDv2NKAqCfun0F0lmT8LmBwT3cmUxjsICAnodFrD8A8WiPyQUinI0+nEhPPUkoL iVMAMzgW+ZlVQfToLOMpHQ== 0001169232-03-004415.txt : 20030630 0001169232-03-004415.hdr.sgml : 20030630 20030630145902 ACCESSION NUMBER: 0001169232-03-004415 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL INSTITUTIONS INC CENTRAL INDEX KEY: 0000862831 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 160816610 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26481 FILM NUMBER: 03763990 BUSINESS ADDRESS: STREET 1: 220 LIBERTY STREET CITY: WARSAW STATE: NY ZIP: 14569 BUSINESS PHONE: 7167861100 MAIL ADDRESS: STREET 1: 220 LIBERTY STREET CITY: WARSAW STATE: NY ZIP: 14569 11-K 1 d56182_11-k.txt ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26481 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FINANCIAL INSTITUTIONS, INC. 401(k) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FINANCIAL INSTITUTIONS, INC. 220 Liberty Street Warsaw, NY 14569 REQUIRED INFORMATION A. Financial Statements and Schedule Page Independent Auditors' Report 1 Financial Statements: Statement of Net Assets Available for Benefits at December 31, 2002 and 2001 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2002 and 2001 3 Notes to Financial Statements 4 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8 Exhibits 23 Consent of Independent Auditors 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO) SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Date: June 30, 2003 /s/ Peter G. Humphrey --------------------- Peter G. Humphrey President and Chief Executive Officer FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Financial Statements and Schedule December 31, 2002 and 2001 (With Independent Auditors' Report Thereon) FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Index Page Independent Auditors' Report 1 Statements of Net Assets Available for Benefits at December 31, 2002 and 2001 2 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2002 and 2001 3 Notes to Financial Statements 4 Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 8 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Independent Auditors' Report The Participants and Plan Administrator Financial Institutions, Inc. 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of Financial Institutions, Inc. 401(k) Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements, referred to above, of Financial Institutions, Inc. 401(k) Plan as of December 31, 2002 and 2001, and for the years then ended present fairly, in all material respects, the financial status of Financial Institutions, Inc. 401(k) Plan as of December 31, 2002 and 2001 and changes in its financial status for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP June 20, 2003 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Statements of Net Assets Available for Benefits December 31, 2002 and 2001
2002 2001 ------------ ----------- Assets: Investments, at fair value: Mutual funds $14,257,058 -- Financial Institutions, Inc. common stock 598,239 -- Investments in pooled separate accounts (note 3) -- 14,770,897 Participants loans 316,081 238,598 ----------- ----------- Total investments 15,171,378 15,009,495 Receivables: Employer contribution 14,795 5,292 Participant contributions 46,123 26,860 Dividends 20,407 -- ----------- ----------- Total receivables 81,325 32,152 ----------- ----------- Net assets available for benefits $15,252,703 15,041,647 =========== ===========
See accompanying notes to financial statements. 2 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 2002 and 2001
2002 2001 ------------- ------------ Additions: Additions to net assets attributed to: Investment income (loss): Net depreciation in fair value of investments $ (1,786,259) (1,303,929) Interest from participant loans 27,299 23,072 ------------ ------------ Total investment loss (1,758,960) (1,280,857) ------------ ------------ Contributions and transfers: Transfers in from other plans 618,609 4,023,612 Participant 1,711,559 1,224,328 Employer 730,363 550,176 ------------ ------------ Total contributions and transfers 3,060,531 5,798,116 ------------ ------------ Total additions 1,301,571 4,517,259 Deductions: Deductions from net assets attributed to: Benefits paid to participants 1,090,515 1,288,348 ------------ ------------ Net increase 211,056 3,228,911 Net assets available for benefits: Beginning of year 15,041,647 11,812,736 ------------ ------------ End of year $ 15,252,703 15,041,647 ============ ============
See accompanying notes to financial statements. 3 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Notes to Financial Statements December 31, 2002 and 2001 (1) Description of the Plan The following description of the Financial Institutions, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan sponsored and administered by Financial Institutions, Inc. (the Company). All employees of the Company and its subsidiaries are eligible to participate in the Plan on the first of the month following the date of their employment and upon the attainment of age 20-1/2. Participants become eligible to receive the employer match following completion of one year of service, based on hire date anniversary. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). During 2002, $551,689 in assets were transferred into the Plan from the Burke Group and $66,920 from the Avaca acquisition. During 2001, the Bath National Bank Defined Contribution Plan and the Bath National Bank 401(k) Retirement Plan were merged into the Plan. Total assets transferred as a result of the mergers were $4,023,612. Administration of the Plan is the responsibility of the executive committee (the Trustee) of the Company. Fidelity Investments Institutional Brokerage Group (the Custodian or Fidelity) holds the assets of the Plan and invests, controls, and disburses the funds of the Plan in accordance with the Plan agreement. In addition, during 2002 the Plan changed recordkeepers to the Burke Group (party-in-interest). (b) Contributions Each year, participants may contribute up to 50% (15% in 2001) of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions and the Company's matching contributions into various investment options offered by the Plan. During 2002, the Plan changed custodians from the Aetna Life Insurance and Annuity Company to Fidelity. Concurrently with the change in custodians the Plan investment options changed from pooled separate accounts managed by Aetna to various mutual funds managed by Fidelity. In addition, effective May 1, 2002 Plan participants were able to select the Company's common stock as an investment option for up to 25% of their total account balance. The Company matches 25% of a participant's contributions up to the first 8% of compensation. The Company may also make additional discretionary contributions ($453,676 in 2002 and $340,396 in 2001). Contributions are subject to certain limitations. (c) Participant Accounts Each participant's account is credited with the participant's contributions, the Company's matching contributions, and all earnings thereon. 4 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Notes to Financial Statements December 31, 2002 and 2001 (d) Vesting Company and participant contributions, and all earnings thereon, are fully vested at the time of contribution. (e) Payment of Benefits The participant's account balance will be distributed upon termination of employment due to separation from service, retirement, disability, or death, or upon financial hardship as defined in the Internal Revenue Code (IRC). When a participant terminates employment, the participant may elect to receive benefits in a lump-sum distribution or a deferred annuity. If the participant's account attributable to Company contributions is $5,000 or less, the form of the distribution is at the discretion of the administrator. Withdrawal of an active employee's before-tax contributions prior to a participant reaching age 59-1/2 may only be made on account of financial hardship as determined by the Company. (f) Participant Loans Participants may borrow from their accounts up to a maximum amount equal to the lesser of $50,000 or 50% of their account balances. Loan terms must have a definite repayment period not to exceed five years unless the loan is used for the purchase of a principal residence, in which case the repayment period may not exceed 15 years. The loans are secured by the participant's account and bear interest at 2% points above the prime rate published in the Wall Street Journal. Principal and interest are paid ratably through after-tax payroll deductions. (g) Plan Expenses Substantially all expenses related to the administration and investment activity of the Plan are borne by the Company and are therefore not reflected in the accompanying financial statements. (2) Summary of Significant Accounting Policies (a) Basis of Accounting The financial statements have been prepared on the accrual basis in conformity with accounting principles generally accepted in the United States of America. In preparing these financial statements, the plan administrator has made a number of estimates and assumptions relating to the reporting of net assets available for benefits and changes therein. Actual results may differ from those estimates. (b) Investments All contributions made to the Plan may be invested in one or more investment options. The investments are carried at fair value. Transactions are accounted for on a trade date basis. Investment income includes interest, dividends and realized and unrealized gains and losses applicable to the plan shares in the funds. 5 5 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Notes to Financial Statements December 31, 2002 and 2001 The investments are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in the near term would materially effect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. (c) Participant Loans - Payment of Benefits Any unpaid loan balance at the time a participant withdraws from the Plan is presented as a benefit payment on the statement of changes in net assets available for benefits. All other benefits are recorded when paid. (3) Investments The following presents investments that represent 5% or more of the Plan's net assets as of December 31, 2002 and 2001: 2002 Federated Capital Preservation Institutional Fund $4,321,859 Fidelity Equity Income Fund 1,274,566 Franklin Capital Growth Class A Fund 1,649,272 Gabelli Westwood Balanced Retail C1 Fund 944,535 Pimco Total Return Administrative Shares Fund 1,064,719 W&R Accumulative Class Y Fund 1,111,224 2001 Aetna Money Market VP $ 926,486 Aetna Balanced VP 977,182 Aetna Fixed Account 4,312,607 Aetna Growth and Income VP 1,676,655 PPI MFS Emerging Equities Portfolio 876,010 Fidelity VIP Equity-Income Portfolio 1,561,219 Fidelity VIP Growth Portfolio 1,240,521 PPI T. Rowe Price Growth Equity Portfolio 998,848 Net appreciation (depreciation) in fair value of investments for the years ended December 31, 2002 and 2001 are as follows: 2002 2001 ----------- ----------- Mutual funds $(1,771,272) -- Financial Institutions Inc., common stock (14,987) -- Investments in pooled separate accounts -- (1,303,929) ----------- ----------- $(1,786,259) (1,303,929) =========== =========== 6 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Notes to Financial Statements December 31, 2002 and 2001 (4) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will receive their account balances. (5) Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated March 28, 1999, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirement of the IRC. (6) Related-Party Transactions Certain plan investments are mutual managed by Fidelity. Fidelity is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Burke Group, a subsidiary company is the plan record-keeper (party-in-interest). 7 Schedule 1 FINANCIAL INSTITUTIONS, INC. 401(k) PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
(c) Description of investment, (b) Identity of issuer, including maturity date, borrower, lessor, rate of interest, collateral, and (d) Current (a) or similar party par, or maturity value value - ------ --------------------------------------------- ------------------------------------------------ ----------------- Federated Capital Preservation Institutional Fund Mutual fund $ 4,321,859 * Fidelity Contrafund Mutual fund 320,683 * Fidelity Equity Income Fund Mutual fund 1,274,566 Franklin Capital Growth Class A Fund Mutual fund 1,649,272 Gabelli Westwood Balanced Retail C1 Fund Mutual fund 944,535 Janus Mercury Fund Mutual fund 570,683 Nations International Value Investor A Fund Mutual fund 289,726 Oppenheimer Capital Appreciation Class A Fund Mutual fund 57,576 Oppenheimer Global Class A Fund Mutual fund 596,667 Pimco Total Return Administrative Shares Fund Mutual fund 1,064,719 Spartan 500 Index Fund Mutual fund 185,532 Spartan Extended Market Index Fund Mutual fund 54,042 Spartan Money Market Fund Mutual fund 738,841 Van Kampen Comstock Class A Fund Mutual fund 175,386 Van Kampen Equity and Income Class A Fund Mutual fund 167,620 W&R Accumulative Class Y Fund Mutual fund 1,111,224 Wasatch Small Cap Growth Fund Mutual fund 726,973 * Fidelity Cash Reserves Mutual fund 7,154 * Financial Institutions, Inc. Common stock 598,239 Participant loans 6.25% - 11.5%, fully secured by vested benefits, due 2003 through 2016 316,081 ------------- $ 15,171,378 =============
* Party-in-interest transaction. See accompanying independent auditors' report. 8 EX-23 3 d56182_ex23-1.txt INDEPENDENT AUDITOR'S CONSENT Exhibit 23 Independent Auditor's Consent The Participants and Plan Administrator of Financial Institutions, Inc. 401(k) Plan: We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-87338) pertaining to the Financial Institutions, Inc. 401(k) Plan, of our independent auditors' report dated June 20, 2003 relating to the statements of net assets available for plan benefits of Financial Institutions, Inc. 401(k) Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended, and the schedule of assets held at end of year as of December 31, 2002, which report is included in the Form 11-K of the Financial Institutions, Inc. 401(k) Plan. /s/ KPMG June 30, 2003 Buffalo, New York EX-99.1 4 d56182_ex99-1.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Financial Institutions, Inc. 401(k) Plan on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter G. Humphrey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. June 30, 2003 /s/ Peter G. Humphrey Peter G. Humphrey Chief Executive Officer EX-99.2 5 d56182_ex99-2.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Financial Institutions, Inc. 401(k) Plan on Form 11-K for the period ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald A. Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. June 30, 2003 /s/ Ronald A. Miller Ronald A. Miller Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----