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): February 23, 2011

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 February 23, 2011, Financial Institutions, Inc. (the "Company") announced that it has redeemed one-third, or $12.5 million, of the outstanding $37.5 million of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued to the U.S. Department of the Treasury pursuant to the Troubled Asset Relief Program ("TARP") in December 2008.

The Company also announced that its Board of Directors declared quarterly cash dividends of $0.10 per share on its common stock, $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 on April 2, 2011 to shareholders of record on March 7, 2011.

The Board of Directors also set the date for the 2011 Annual Meeting of Shareholders of Financial Institutions, Inc. for Wednesday, May 4, 2011 and set the record date for the shareholders eligible to vote at the meeting as March 7, 2011.

The full text of the press release is included herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release issued by Financial Institutions, Inc. on February 23, 2011.

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.
February 23, 2011	By:	Karl F. Krebs
		Name: Karl F. Krebs
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Financial Institutions, Inc. on February 23, 2011.

EX-99.1

NEWS RELEASE 220 Liberty Street Warsaw, NY 14569

For Additional Information:

Karl F. Krebs

Executive VP & CFO

Phone: 585.786.1125

Email: KFKrebs@fiiwarsaw.com

FINANCIAL INSTITUTIONS PARTIALLY REDEEMS TARP PREFERRED SHARES
Declares Cash Dividend and Sets Annual Meeting Date

WARSAW, N.Y., February 23, 2011 — Financial Institutions, Inc. (Nasdaq: FISI) (the “Company”) announced that it has redeemed one-third, or $12.5 million, of the outstanding $37.5 million of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued to the U.S. Department of the Treasury pursuant to the Troubled Asset Relief Program (“TARP”) in December 2008.

President and Chief Executive Officer Peter G. Humphrey said, “We believe it’s the right time to redeem a portion of the TARP funds, which will help to improve future earnings by reducing the amount we pay in preferred dividends,” Humphrey said. “We continue to consider this capital as a high-quality, relatively low-cost form of financial strength, and believe that repaying these funds in stages is prudent and in the best interests of our shareholders.”

The Company also announced that its Board of Directors declared quarterly cash dividends of $0.10 per share on its common stock, $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 on April 2, 2011 to shareholders of record on March 7, 2011.

The Board of Directors also set the date for the 2011 Annual Meeting of Shareholders of Financial Institutions, Inc. for Wednesday, May 4, 2011 and set the record date for the shareholders eligible to vote at the meeting as March 7, 2011.

About Financial Institutions, Inc.

With over $2.2 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. Five Star Investment Services provides brokerage and insurance products and services within the same New York State markets. The consolidated entity employs over 600 individuals. The Company’s stock is listed on the Nasdaq Global Select Market under the symbol FISI. Additional information is available at the Company’s website: www.fiiwarsaw.com.

Safe Harbor Statement

This press release may contain forward-looking statements as defined by federal securities laws. 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 its ability to implement its strategic plan, its ability to redeploy investment assets into loan assets, the attitudes and preferences of its customers, the competitive environment, fluctuations in the fair value of securities in the investment portfolio, and general economic and credit market conditions nationally and regionally. For more information about these factors please see the Company’s Annual Report on Form 10-K on file with the SEC. All of these factors should be carefully reviewed, and readers should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise these statements following the date of this press release.