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))

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.

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

Exhibit Index

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

EX-99.1

NEWS

For Immediate Release

Contact: Karl F. Krebs, Chief Financial Officer

220 Liberty Street, Warsaw, N.Y. 14569

(585) 786-1125

kfkrebs@fiiwarsaw.com

Financial Institutions, Inc. Declares Cash Dividend

WARSAW, N.Y., August 22, 2012 – Financial Institutions, Inc. (NASDAQ: FISI) (the “Company”) announced today that its Board of Directors has declared a quarterly cash dividend of $0.14 per share of outstanding common stock. The Company also announced dividends of $0.75 per share on Series A 3% preferred stock and $2.12 per share on series B-1 8.48% preferred stock. All dividends are payable October 2, 2012 to shareholders of record on September 12, 2012.

“Our strong capital position, as well as our confidence in the opportunities for future growth, underlie our decision to declare this level of quarterly cash dividend payouts to shareholders,” said Peter G. Humphrey, President and Chief Executive Officer of Financial Institutions, Inc. and Five Star Bank.  “We’ve increased our quarterly cash dividend three times since the start of 2011, reflecting our desire to reward shareholders with increasing and highly competitive returns on their FISI stock.”

About Financial Institutions, Inc.
With over $2.6 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. Financial Institutions, Inc. and its subsidiaries employ 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, whether it experiences greater credit losses than expected, the attitudes and preferences of its customers, its ability to successfully integrate recently acquired bank branches and profitably operate newly opened bank branches, the competitive environment, fluctuations in the fair value of securities in its investment portfolio, changes in the regulatory environment and general economic and credit market conditions nationally and regionally. For more information about these factors and other factors that could affect the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q 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. Except as required by law, the Company undertakes no obligation to revise these statements following the date of this press release.

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