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): August 11, 2003
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FIRST NIAGARA FINANCIAL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23975 42-1556195
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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, 9, 10, 11, 12, and 13: Not Applicable.
Item 5. Other Events
On August 11, 2003, The Boards of Directors of First Niagara Financial Group,
Inc. (NASDAQ: FNFG) and Troy Financial Corporation (NASDAQ: TRYF) jointly
announced that they have signed a definitive Merger Agreement under which Troy
Financial Corporation will merge into First Niagara. Under the terms of the
Agreement, First Niagara Financial Group, Inc. will pay $35.50 per share for
each of the 9,394,510 outstanding shares of Troy Financial Corporation common
stock. 57% of the consideration will be in First Niagara stock and 43% will be
in cash. Including the cash-out value of outstanding Troy Financial options, the
aggregate purchase price for Troy Financial Corporation will be approximately
$356.6 million. It is expected that the acquisition will be completed in late
fourth quarter 2003 or early 2004.
A conference call concerning the acquisition announcement will be held at 10
a.m. Eastern Standard Time on Monday, August 11, 2003. Interested shareholders,
investors and analysts should call (800) 946-0719 and use the Code 321728 to
participate. Participants can call as early as 9:45 a.m. and a replay will be
available for seven days following the call at (888) 203-1112. A copy of an
investor handout will be available on our website at www.fnfg.com.
A copy 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 August 11, 2003
99.2 Conference call presentation dated August 11, 2003
SIGNATURE
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: August 11, 2003 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)