Exhibit 99.1
FIRST NIAGARA FINANCIAL GROUP, INC. RECEIVES OTS APPROVAL
TO PROCEED WITH SECOND STEP CONVERSION
Lockport, New York, November 15, 2002 -- First Niagara Financial Group, Inc.
(Nasdaq/NMS: FNFG), the holding company for First Niagara Bank, has received
approval from the Office of Thrift Supervision (OTS) for the second step
conversion of First Niagara Financial Group, MHC, the mutual holding company for
First Niagara Financial Group, Inc. The mutual holding company is offering for
sale its 61.01% interest in First Niagara Financial Group, Inc. As a result of
the conversion and offering, the mutual holding company will cease to exist, and
First Niagara Financial Group will become a fully public holding company.
First Niagara Financial Group, Inc. is offering for sale between 34,850,000 and
47,150,000 shares of common stock (subject to a 15% increase) at a purchase
price of $10.00 per share. Upon the completion of the conversion and stock
offering, First Niagara Financial Group will issue shares of its common stock to
the current public stockholders who own 38.99% of the common stock. The number
of new shares which they will receive will be based on an exchange ratio that is
intended to ensure that, after the conversion and offering, public stockholders
will maintain approximately the same ownership interest in First Niagara
Financial Group as they currently own (exclusive of any shares stockholders
purchase in the offering). Public stockholders are expected to receive between
2.19879 and 2.97483 new shares (subject to a 15% increase to 3.42105 shares) of
stock in exchange for each of their existing shares.
Pursuant to OTS regulations, the common stock is being offered for sale in a
subscription offering, in the following order of priority: 1) First Niagara
Bank's depositors with $50 or more on deposit at June 30, 2001; 2) First Niagara
Financial Group's tax qualified plans, including the Employee Stock Ownership
Plan and 401(k) Plan; 3) depositors with $50 or more on deposit at September 30,
2002, and 4) depositors at November 10, 2002. Depositors of Cortland Savings
Bank and Cayuga Bank who were depositors prior to the November 2002 merger of
these banks into First Niagara Bank will be treated as having established a
deposit account at First Niagara Bank at the dates such accounts were originally
opened at Cortland Savings Bank and Cayuga Bank, respectively. Shares of stock
not sold in the subscription offering will be offered to the public in a
concurrent community offering, with a preference to First Niagara Financial
Group, Inc.'s stockholders followed by residents of the New York counties of
Erie, Cayuga, Cortland, Genesee, Monroe, Niagara, Oneida, Ontario, Orleans,
Seneca and Tompkins. All shares will be sold at $10.00 per share. The
subscription offering period expires on December 23, 2002.
The conversion will not affect the terms and conditions of any loans held by
borrowers of First Niagara Bank, nor will it affect the balances, interest
rates, maturities or insurance coverage of deposit accounts. The conversion and
offering are subject to the receipt of final Office of Thrift Supervision
approval, and approval of the Plan by depositors of First Niagara Bank and by
the public stockholders of First Niagara Financial Group, Inc.
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FNFG
Second Step OTS Approval
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Stock offering materials are being mailed to those eligible to subscribe in the
subscription offering, and proxy materials are being provided to stockholders
and customers eligible to vote on the Plan. Information, including details of
the offering and the operations of First Niagara Financial Group, Inc. are
provided in the Prospectus, which may be obtained by calling First Niagara
Financial Group's Stock Information Center on or after December 2, 2002. The
toll free telephone number is (866) 293-3776. Hours of operation will be from
9:00 a.m. to 4:00 p.m., Monday through Friday, commencing December 2.
First Niagara Financial Group, Inc. through its wholly owned subsidiary First
Niagara Bank, has assets of more than $2.9 billion and deposits of $2.1 billion.
First Niagara Bank is a full-service, community-oriented bank that provides
financial services to individuals, families and businesses through 38 banking
centers, two loan production offices, several financial services subsidiaries,
and 75 ATMs throughout Western and Central New York.
This release is neither an offer to sell nor a solicitation of an offer to buy
common stock. The offer is made only by the prospectus. The shares of common
stock are not savings accounts, may lose value and are not insured by the
Federal Deposit Insurance Corporation or any government agency.
Corporate Information
First Niagara Financial Group, Inc. Transfer Agent and Registrar
6950 South Transit Road Mellon Investor Services, LLC
P.O. Box 514 P.O. Box 3315
Lockport, New York 14095-0514 South Hackensack, NJ 07606
Telephone (800) 201-6621 Telephone (877) 785-9670
www.firstniagarafinancial.com www.melloninvestor.com
Press releases are being distributed by PR Newswire and can be found on the
Internet, as well as appropriate trade media and financial disclosure circuits.
News, analyst presentations and other information about the Corporation are
available on the Internet at the Corporation's website,
www.firstniagarafinancial.com. For additional information about First Niagara
Financial Group, Inc. please contact:
Investor Relations: Media Relations:
Christopher J. Thome Leslie G. Garrity
Assistant Vice President, Assistant Vice President
Reporting and Investor Relations Manager Public Relations and Corporate
Communications Manager
(716) 625-7645 (716) 625-7528
chris.thome@fnfg.com leslie.garrity@fnfg.com
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