UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
Commission file number 0-18301
IROQUOIS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 16-1351101
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 Genesee St., Auburn, New York 13021
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(Address of principal executive offices)
Registrant's telephone number, including area code: 315-252-9521
ITEM 5. OTHER EVENTS
Iroquois Bancorp, Inc. (the "Registrant" or "IROQ") entered into an
Agreement and Plan of Merger (the "Agreement") with Niagara Bancorp, Inc. and
Niagara Merger Corp. dated March 26, 2000. IROQ is the holding company for
Cayuga Bank and The Homestead Savings (FA). As of December 31, 1999, IROQ had
total assets of $595.1 million and total deposits of $461.1 million. Under the
terms of the Agreement, Niagara Merger Corp, a subsidiary of Niagara Bancorp,
will be merged into IROQ with IROQ as the surviving corporation, followed by the
merger of IROQ into Niagara Bancorp, Inc. with Niagara Bancorp, Inc. as the
surviving corporation. All shares and outstanding stock options of IROQ will be
canceled, and Niagara Bancorp will pay $33.25 per share in cash for each of the
2,306,880 shares of IROQ common stock. Niagara Bancorp will also pay, for each
of the 208,200 outstanding options under the IROQ Stock Option Plan, $33.25 less
the exercise price of the options (weighted average exercise price $16.11). The
aggregate purchase price for IROQ is approximately $80.3 million. The
transaction will be accounted for using the purchase method.
In connection with the transaction, the Registrant has also given Niagara
Bancorp, Inc. an option to purchase 459,069 shares of Registrant's common stock
at a price of $24.00 per share.
Consummation of the merger is subject, among other things, to approval by
IROQ shareholders and the receipt of all required regulatory approvals. It is
anticipated that the transaction will be completed by the end of the third
quarter of the year 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION,
AND EXHIBITS
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated March 26, 2000 by and between
Iroquois Bancorp, Inc., Niagara Bancorp, Inc. and Niagara Merger Corp,
including Stock Option Agreement and letter voting agreement as
exhibits.
SIGNATURES
Iroquois Bancorp, Inc.
DATE: April 5, 2000 By: /s/Richard D. Callahan
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Richard D. Callahan
President and Chief Executive Officer
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated March 26, 2000 by and between
Iroquois Bancorp, Inc., Niagara Bancorp, Inc. and Niagara Merger Corp,
including Stock Option Agreement and letter voting agreement as
exhibits.