UNITED STATES 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) December 28, 1999
-----------------
Commission file number 0-24739
CNY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1557490
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE NORTH MAIN STREET, CORTLAND, NEW YORK 13450
-----------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (607) 756-5643
Items 1, 2, 3, 4 and 6: Not Applicable
Item 5. Other Events
CNY Financial Corporation (the "Registrant" or "CNYF") entered into an
Agreement and Plan of Merger (the "Agreement') with Niagara Bancorp, Inc. and
Niagara Merger Corp. as of December 28, 1999. CNYF is the holding company for
Cortland Savings Bank. As of September 30, 1999, CNYF had total assets of $296.3
million and total deposits of $196.4 million. Under the terms of the Agreement,
CNYF will be merged into Niagara Merger Corp, a subsidiary of Niagara Bancorp,
all shares and outstanding stock options of CNYF will be canceled, and Niagara
Bancorp will pay $18.75 per share in cash for each of the 4,568,385 outstanding
shares, excluding shares under the CNYF Personnel Recognition and Retention Plan
which have not yet been awarded. Niagara Bancorp will also pay, for 340,690
outstanding options under the CNYF Stock Option Plan, $18.75 minus the exercise
price of the options (weighted average exercise price $12.03). The aggregate
purchase price for CNYF is approximately $87.9 million. The transaction will be
accounted for using the purchase method.
The Registrant has also given Niagara Bancorp, Inc. an option to
purchase 919,814 shares of Registrant's common stock at a price of $16.75 per
share.
Consummation of the merger is subject to approval by CNYF shareholders
and the receipt of all required regulatory approvals. It is anticipated that the
transaction will be completed by the end of the second 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 December 28, 1999 by and between CNY
Financial Corporation, Niagara Bancorp, Inc. and Niagara Merger Corp, including
Stock Option Agreement and letter voting agreement as exhibits.
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.
CNY Financial Corporation
DATE: January 6, 2000 By: /s/ WESLEY STISSER
---------------------------------
Wesley Stisser, 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 December 28, 1999
by and between CNY Financial Corporation, Niagara
Bancorp, Inc. and Niagara Merger Corp, including
Stock Option Agreement and letter voting agreement as
exhibits.