WARSAW, N.Y.--(BUSINESS WIRE)--Aug. 31, 2005--
Resulting Bank to be Re-Named
Financial Institutions, Inc. (NASDAQ: FISI) ("FII") announced
today that its Board of Directors and the boards of its four
subsidiary banks have approved a plan to merge the four subsidiary
banks into one. The Company plans to submit applications to the New
York State Banking Department and the Board of Governors of the
Federal Reserve System for approval to merge National Bank of Geneva,
Bath National Bank and Wyoming County Bank into First Tier Bank &
Trust, a New York State-chartered bank and a member of the Federal
Reserve System. It is planned to rename First Tier Bank & Trust prior
to the consummation of the mergers.
Peter G. Humphrey, Chairman, President and CEO of FII stated, "The
consolidation of our four banks is an important step in our efforts to
improve our credit quality, simplify our processes and structure,
ensure consistency in our lending practices and project a unified bank
image throughout our operating region.
FII has several centralized functions for the subsidiary banks
which include human resources, training, credit administration,
post-closing loan operations, deposit operations and compliance."
Mr. Humphrey added, "As a result of our analysis, we believe that
under a one-bank holding company structure we can achieve several
objectives:
-- Continue to provide the quality, friendly community bank
service that our customers expect
-- Gain greater market share throughout the region
-- Improve credit quality
-- Maintain our strong credit administration discipline
-- Simplify our internal and external reporting structure and
requirements
-- Over time, reduce annual overhead expenses by over $3.0
million
During the merger and following, our customers will continue to
receive our high level of customer service and, except for the future
name change, the event should be transparent from their perspective."
Under the one-bank holding company structure, it is proposed that
the holding company's corporate executive officers will hold the
equivalent positions for the bank. Mr. Humphrey will be President and
CEO, James T. Rudgers will be Chief of Community Banking. Thomas
Grover will be Chief Risk Management Officer. Kevin Klotzbach will be
Chief Investment Officer and the Chief Financial Officer will be
Ronald A. Miller. Reporting to the Chief of Community Banking will be
Commercial Banking Executive, Marty Birmingham, currently President of
NBG, and Retail Banking Executive, John Witkowski, who recently joined
FII as the President of WCB. FII's board of directors will also become
the board of directors for First Tier Bank & Trust, which will
simplify board governance and improve transparency. The presidents of
First Tier Bank & Trust and Bath National Bank, Gary M. Rougeau and
Douglas L. McCabe, respectively, will be Regional Executives for their
areas.
The regulatory approval process for the mergers is anticipated to
be completed in the fourth quarter of 2005. Upon consummation of the
mergers, the bank will have a capital structure that well exceeds
regulatory requirements for a well-capitalized bank.
ABOUT FINANCIAL INSTITUTIONS, INC.
With total assets of $2.2 billion, Financial Institutions, Inc. is
the parent company of Wyoming County Bank, National Bank of Geneva,
Bath National Bank and First Tier Bank & Trust. The four banks, which
it has proposed to merge into a single state-chartered bank, provide a
wide range of consumer and commercial banking services to individuals,
municipalities and businesses through a network of 50 offices and 72
ATM's in Western and Central New York State. FII affiliates also
provide diversified financial services to its customers and clients,
including brokerage, trust, and insurance. More information on FII and
its subsidiaries is available through the Company web site at
www.fiiwarsaw.com.
Safe Harbor Statement
This press release contains 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 the effectiveness of its strategy, its ability to
achieve the anticipated savings, the likelihood of the approval by
regulators on the merger under a single charter, the potential cost
savings, the ability to gain market share, customer preferences, the
competitive environment 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.
CONTACT: Financial Institutions, Inc.
Matthew T. Murtha, 585-786-1167
mtmurtha@fiiwarsaw.com
or
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com
SOURCE: Financial Institutions, Inc.