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 25, 2002
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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 21, 2002, First Niagara Financial Group, Inc. (the
"Registrant") entered into an Agreement and Plan of Reorganization by and
Between First Niagara Financial Group, MHC (the "MHC"), the Registrant, First
Niagara Bank ("First Niagara"), New First Niagara Financial Group, Inc. ("New
FNFG"), Finger Lakes Bancorp, Inc. ("FLBC") and Savings Bank of the Finger
Lakes, FSB ("SBFL"). The MHC is the mutual holding company of the Registrant,
and owns approximately 62% of the Registrant's outstanding shares of common
stock. First Niagara is the Registrant's wholly-owned subsidiary. New FNFG is a
Delaware corporation that has been formed to facilitate the merger of FLBC with
and into the Registrant. FLBC is the holding company for SBFL. As of June 30,
2002, FLBC had total consolidated assets of $387.8 million and total
consolidated deposits of $265.1 million.
The Agreement provides for the merger of FLBC with and into the
Registrant, with the Registrant as the surviving entity. Immediately after the
Merger, SBFL shall merge with and into First Niagara, with First Niagara as the
resulting institution. The Registrant will pay $20.00 per share for each of the
3,173,807 outstanding shares. The Registrant will also pay the difference of
$20.00 and the exercise price per option for each of FLBC's 330,390 outstanding
stock options. The aggregate merger consideration will be 50% cash and 50%
conversion stock. It is expected that the aggregate purchase price of the
transaction will be approximately $67 million.
A copy of the Agreement and Plan of Reorganization is filed as an
exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Agreement and Plan of Reorganization by and Between First
Niagara Financial Group, MHC, First Niagara Financial Group,
Inc., New First Niagara Financial Group, Inc., First Niagara
Bank, Finger Lakes Bancorp, Inc. and Savings Bank of the
Finger Lakes, FSB.
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 25, 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)