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 30, 1999
Albion Banc Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-22038 16-1435160
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
48 North Main Street, Albion, New York 14411-0396
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (716) 589-5501
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On August 30, 1999, Albion Banc Corp. ("Albion Banc Corp."), a Delaware
corporation headquartered in Albion, New York, and Niagara Bancorp, Inc.
("Niagara Bancorp"), a Delaware corporation headquartered in Lockport, New
York, entered into an Agreement and Plan of Merger (the "Agreement"), pursuant
to which Niagara Bancorp will acquire all of the outstanding stock of Albion
Banc Corp. The Agreement provides that Niagara Bancorp will pay $15.75 per
share in cash for each of the outstanding shares of Albion Banc Corp. common
stock. Including the cash out of outstanding stock options, the aggregate
purchase price for Albion Banc Corp. is approximately $12.4 million. It is
anticipated that the transaction will be accounted for using the purchase
method of accounting.
Pursuant to the Agreement, Albion Banc Corp. has agreed to pay Niagara
Bancorp a termination fee of $619,000 in the event the Agreement is terminated
under certain conditions.
Consummation of the Merger is subject to the approval of the stockholders
of Albion Banc Corp. and the receipt of all required regulatory approvals, as
well as other customary conditions.
The Agreement incorporated herein by reference. The press release issued
by Niagara Bancorp and Albion Banc Corp. on August 30, 1999 regarding the
Merger is included as Exhibit 99 hereto. The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to such agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are filed with this report:
Exhibit
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2 Agreement and Plan of Merger dated as of August 30, 1999 between
Niagara Bancorp and Albion Banc Corp.(incorporated by reference
to Exhibit 2 of the Form 8-K filed on September 10, 1999 by
Niagara Bancorp, Commission File Number 0-23975)
99 Press Release dated August 30, 1999
2
SIGNATURES
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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.
ALBION BANC CORP.
/s/Jeffrey S. Rheinwald
DATE: September 10, 1999 By: -------------------------------------
Jeffrey S. Rheinwald
President and Chief Executive Officer
EXHIBIT 99
Press Release
Monday August 30, 5:30 pm Eastern Time
Company Press Release
Niagara Bancorp, Inc. & Albion Banc Corp. Announce Merger
Holding Company to Acquire Albion Federal Savings and Loan
LOCKPORT, N.Y.--(BUSINESS WIRE)--Aug. 30, 1999--The Boards of Directors of
Niagara Bancorp, Inc. (NASDAQ: NBCP - news) and Albion Banc Corp. (NASDAQ:
ALBC - news) announced today that they have signed a definitive merger
agreement under which Niagara Bancorp, Inc. will acquire all of the
outstanding shares of Albion Banc Corp., the holding company for Albion
Federal Savings and Loan Association. As a result, Albion Federal Savings and
Loan will merge into Lockport Savings Bank, a subsidiary of Niagara Bancorp,
Inc. Albion's two branch locations will become branch offices of Lockport
Savings Bank. Under the terms of the agreement, which was approved unanimously
by both Boards of Directors, Niagara Bancorp, Inc. has agreed to pay $15.75
per share in cash for each of the 753,058 outstanding shares of Albion Banc
Corp. common stock. Including the cash out of outstanding stock options, the
aggregate purchase price for Albion Banc Corp. is approximately $12.4 million.
The purchase price is approximately 1.8 times Albion Banc Corp.'s June 30,
1999 book value. The acquisition price represents 12.4 times the last 12
months earnings, after adjusting for the after tax impact of projected cost
savings. The transaction will be accounted for under the purchase method and
is subject to approval by Albion Banc Corp. shareholders and various
regulatory agencies. It is anticipated that the transaction will close by the
end of the first quarter of 2000. Current members of Albion Banc Corp.'s board
will continue to provide leadership as an Advisory Board, with James H. Keeler
continuing to serve as chairman.
In announcing the transaction, William E. Swan, Niagara Bancorp, Inc.
president and chief executive officer stated, ``The strategic goal of Niagara
Bancorp, Inc. is to become Western New York's community bank of choice.
Acquiring Albion Savings and Loan provides contiguous presence between Buffalo
and Rochester, enhancing franchise value, increasing profitability and
contributing to long-term shareholder value.''
Niagara Bancorp, Inc. expects the transaction to be immediately accretive to
both reported earnings and cash earnings.
``We are pleased to be aligning ourselves with a company that shares our
commitment to community banking,'' said Keeler. ``A partnership with Niagara
Bancorp means customers will have access to a wider variety of quality
products and services while continuing to receive the high level of personal
service they have come to expect. Together we will be able to accomplish much
more than we could
ever have accomplished alone.''
Niagara Bancorp, Inc., headquartered in Lockport, NY, is the parent holding
company of Lockport Savings Bank, a state chartered savings bank. Founded in
1870, Lockport Savings Bank operates 18 branch offices in the Erie, Genesee,
Niagara and Orleans counties of Western New York and recently announced a 19th
location, scheduled to open in the fourth quarter of this year in the Town of
Amherst. In August, the Bank opened a loan production office for residential
and commercial real estate and small business lending in Rochester in the
Linden Oaks Office Park. In January 1999, Lockport Savings Bank acquired
Warren-Hoffman & Associates Inc., one of the largest full-service insurance
agencies in Western New York and NOVA Healthcare Administrators, a third party
administrator of employee benefits. Both companies now operate as wholly owned
subsidiaries of the Bank. As of June 30, 1999, Niagara Bancorp, Inc. had total
assets of $1.6 billion, total deposits of $1.1 billion and total equity of
$239.5 million.
Albion Banc Corp., headquartered in Albion, NY, is a unitary thrift holding
company for its wholly owned subsidiary, Albion Federal Savings and Loan
Association, a federally chartered thrift organized in 1934. The company
operates two branch offices located in Albion and Brockport, NY. As of June
30,1999, Albion Banc Corp. had total assets of $78.7 million, total deposits
of $61.0 million and total equity of $6.5 million.
Niagara Bancorp, Inc. investor inquiries are to be directed to Paul J.
Kolkmeyer, executive vice president and chief financial officer, or Ann
Segarra, vice president of finance and investor relations at (716) 625-7500.
Albion Banc Corp. investor inquiries are to be directed to Jeffrey S.
Rheinwald at (716) 589-5501. All press inquiries are to be directed to Leslie
G. Garrity, public relations coordinator at (716) 625-7528.
This news release contains certain forward-looking statements regarding
enhanced revenue that may be realized from the transaction. Niagara Bancorp,
Inc. cautions readers that such forward looking statements may involve certain
risks and uncertainties, including a variety of factors that may cause Niagara
Bancorp, Inc.'s actual results to differ materially from the anticipated
results or expectations expressed in any forward looking statements made by,
or on behalf of, Niagara Bancorp, Inc. These factors are further detailed in
Niagara Bancorp Inc.'s filings with the Securities and Exchange Commission.
Corporate Information
Niagara Bancorp, Inc. Transfer Agent and Registrar 6950 South Transit Road
ChaseMellon Shareholder Services Post Office Box 514 450 West 33rd Street -
15th Floor Lockport, New York 14095-0514 New York, New York 10001 Telephone
(716)625-7500 Telephone (888)451-0181
Website: http://www.chasemellon.com
Quarterly press releases are being distributed by Business Wire and can be
found on the Internet, as well as appropriate trade media and financial
disclosure circuits. News and other information about the Corporation are
available on the Internet at the Corporation's website,
http://www.niagarabancorp.com. For additional information about Niagara
Bancorp, Inc. please contact:
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Contact:
Investor Relations:
Ann M. Segarra
Vice President of Finance and Investor Relations
716/625-7509
or
Media Relations:
Leslie G. Garrity
Public Relations Coordinator
716/625-7528