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): July 22, 2002
FIRST NIAGARA FINANCIAL GROUP, INC.
(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, 6, 8 and 9: Not Applicable.
Item 5. Other Events
On July 22, 2002, First Niagara Financial Group, Inc. (the
"Registrant") issued a press release reporting that the Board of Directors of
First Niagara Financial Group, MHC (the "MHC") has adopted a Plan of Conversion
to convert the MHC to a capital stock corporation (the "Conversion"). The MHC
owns approximately 62% of the outstanding common stock of the Registrant. Upon
consummation of the Conversion, the MHC will cease to exist and its shares of
the Registrant's stock will be cancelled. Existing shares of the Registrant's
common stock held by public stockholders will be exchanged for new shares of the
Registrant, pursuant to an exchange ratio that has yet to be determined and will
be based on an independent appraisal.
Additionally, the Registrant announced that it entered into a
definitive merger agreement with Finger Lakes Bancorp, Inc., pursuant to which
the Registrant will acquire all of the outstanding shares of Finger Lakes
Bancorp, Inc. (the "Acquisition"). Finger Lakes Bancorp, Inc. is the holding
company of Savings Bank of the Finger Lakes. The merger consideration will be
50% Conversion Stock and 50% cash. It is expected that the aggregate purchase
price of the transaction will be approximately $67 million.
A conference call concerning the Conversion and Acquisition
announcement will be held at 2:00 p.m. Eastern Standard Time on Monday, July 22,
2002. Interested shareholders, investors and analysts should call (888) 694-4767
to participate.
Copies of the press release and conference call presentation are filed
as exhibits 99.1 and 99.2 to this report, respectively.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated July 22, 2002
99.2 Conference call presentation dated July 22, 2002
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.
FIRST NIAGARA FINANCIAL GROUP, INC.
DATE: July 22, 2002 By: /s/ Paul J. Kolkmeyer
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Paul J. Kolkmeyer
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
(Duly authorized representative)