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): December 5, 2008

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))

Item 8.01 Other Events.

On December 5, 2008, Financial Institutions, Inc. issued a press release announcing that it has received preliminary approval to participate in the U.S. Treasury’s Capital Purchase Program. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release issued by Financial Institutions, Inc. on December 5, 2008.

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.
December 5, 2008	By:	Ronald A. Miller
		Name: Ronald A. Miller
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Financial Institutions, Inc. on December 5, 2008.

EX-99.1

For More Information:

Ronald A. Miller

Chief Financial Officer

Phone: 585.786.1102

Email: ramiller@fiiwarsaw.com

Financial Institutions Receives Preliminary Approval to Participate in
U.S. Treasury’s Capital Purchase Program

WARSAW, N.Y., December 5, 2008 — Financial Institutions, Inc. (Nasdaq: FISI), the parent company of Five Star Bank, announced today that it has obtained preliminary approval of its application for the U.S. Treasury Department to invest approximately $37.5 million in the Company’s preferred stock and common stock warrants. This investment is part of the Treasury’s TARP Capital Purchase Program, which was established pursuant to the authority granted by the Emergency Economic Stabilization Act of 2008. The Treasury’s term sheet with additional detail about the Capital Purchase Program is available on the Treasury’s website at http://www.ustreas.gov.

“The additional capital will further enhance the Company’s already well-capitalized position,” said Peter G. Humphrey, President and Chief Executive Officer. “This low cost capital will increase our ability to meet the needs of our customers and the communities we serve. It also benefits shareholders by providing the capital base for us to expand our market share in a sound manner and build shareholder value.”

Under the program, the Treasury will purchase approximately $37.5 million of senior preferred shares of Financial Institutions, Inc. The Company will pay the government a 5% dividend annually for each of the first five years of the investment and 9% dividend thereafter until the shares are redeemed. The government will also receive 10-year warrants for common stock, which provides the Treasury with the opportunity to benefit from an increase in the common stock price of the Company. The approval is subject to certain conditions and the execution of definitive agreements. The transaction is expected to close during the fourth quarter of 2008.

About Financial Institutions, Inc.
With $1.9 billion in assets, Financial Institutions, Inc. provides diversified financial services through its subsidiaries, Five Star Bank and Five Star Investment Services, Inc. Five Star Bank provides a wide range of consumer and commercial banking services to individuals, municipalities and businesses through a network of over 50 offices and more than 70 ATMs in Western and Central New York State, and employs over 650 people. Five Star Investment Services provides brokerage and insurance products and services with the same New York State markets. The Company’s stock is listed on the Nasdaq Global Market under the symbol FISI. Additional information is available at the Company’s website: www.fiiwarsaw.com.

Forward-Looking Statements
This press release may contain forward-looking statements as defined by federal securities laws. These forward-looking statements include, but are not limited to, the company’s completion of closing conditions and standard documentation and receipt of additional capital under the TARP program. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from current beliefs or projections. There are a number of important factors that could affect the Company’s forward-looking statements which include the availability of cash to continue to pay a dividend, the impact of regulatory restrictions, and other factors discussed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise these statements following the date of this press release.

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