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): March 26, 2000
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NIAGARA BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23975 16-1545669
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 625-7500
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Not Applicable
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(Former name or former address, if changed since last report)
Items 1, 2, 3, 4 and 6: Not Applicable
Item 5. Other Events
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Niagara Bancorp, Inc. (the "Registrant" or "Niagara Bancorp") and First
Niagara Merger Corp, a wholly-owned subsidiary of Niagara Bancorp ("Merger
Corp"), entered into an Agreement and Plan of Merger (the "Agreement') with
Iroquois Bancorp, Inc. ("Iroquois") as of March 26, 2000. Iroquois is the
holding company for Cayuga Bank and The Homestead Savings, FA. As of December
31, 1999, Iroquois had total assets of $595.1 million and total deposits of
$461.1 million. Under the terms of the Agreement, Iroquois will be merged into
the Merger Corp, all shares and outstanding stock options of Iroquois will be
cancelled, and Niagara Bancorp will pay $33.25 per share in cash for each of the
2,306,880 outstanding shares. Niagara Bancorp will also pay the difference of
$33.25 and $16.11 (weighted average exercise price) for 208,200 outstanding
stock options. As a result of the merger, Cayuga Bank will operate as a
wholly-owned subsidiary of Niagara Bancorp. Homestead Savings will not operate
as a separate subsidiary. The aggregate purchase price for Iroquois is
approximately $80.3 million. The transaction will be accounted for using the
purchase method.
A copy of the Agreement and Plan of Merger was previously filed as an
exhibit to the Form 8-K filed with the Securities and Exchange Commission by
Iroquois on April 6, 2000.
On March 24, 2000 Niagara Bancorp completed its acquisition of Albion Banc
Corp. ("Albion") and its wholly-owned subsidiary, Albion Federal Savings and
Loan Association. As of December 31, 1999, Albion had total assets of $78.7
million and total deposits of $61.0 million. Under the terms of the Albion
Merger, Niagara Bancorp is paying $15.75 per share in cash for each of the
753,058 outstanding shares and outstanding stock options. Albion Federal has
been merged into First Niagara Bank, and Albion Federal's two branch locations
have become branch offices of First Niagara Bank. The aggregate purchase price
for Albion was approximately $12.4 million. The transaction has been accounted
for using the purchase method.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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None.
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.
NIAGARA BANCORP, INC.
DATE: April 10, 2000 By: /s/ Paul J. Kolkmeyer
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Paul J. Kolkmeyer
Executive Vice President and Chief
Financial Officer