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
July 22, 2002
Date of Report (Date of earliest event reported)
FINGER LAKES BANCORP, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 0-31821 16-1594819
(State of other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
470 Exchange Street, Geneva, New York 14456
------------------------------------
(Address of principal executive offices and zip code)
315-789-3838
----------
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On July 21, 2002, a definitive merger agreement (the "Agreement") was signed by
First Niagara Financial Group, Inc. and Finger Lakes Bancorp, Inc., pursuant to
which First Niagara Financial Group, Inc. will acquire all of the outstanding
shares of Finger Lakes Bancorp, Inc. (the "Acquisition"). First Niagara
Financial Group also announced the adoption of a Plan of Conversion to convert
its parent mutual holding company, First Niagara Financial Group, MHC to the
stock form. Finger Lakes Bancorp, Inc. is the holding company of Savings Bank of
the Finger Lakes. First Niagara Financial Group, Inc. will pay $20 per share for
each outstanding share of Finger Lakes Bancorp. 50% of the consideration will be
in First Niagara Conversion Stock, and 50% will be in cash. It is expected that
the aggregate purchase price of the transaction will be approximately $67
million.
The Acquisition is subject to the approval of Finger Lakes Bancorp, Inc.'s
stockholders. The Conversion with the Acquisition are subject to the approval of
First Niagara Bank's depositors and First Niagara Financial Group Inc.'s public
stockholders. The transactions are also subject to the approval of bank
regulatory authorities, as well as other customary conditions. The Agreement
provides for breakup fees if the Agreement is terminated under certain
circumstances.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(A) Not applicable
(B) Not applicable
(C) Exhibits.
99.1 Press release dated July 22, 2002
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINGER LAKES BANCORP, INC.
Dated: July 22, 2002 By:/s/G. Thomas Bowers
-----------------------------------
Name: G. Thomas Bowers
Title: Chairman President and
Chief Executive Officer