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 10, 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 10, 2003, First Niagara Financial Group, Inc. (NASDAQ: FNFG) and its
wholly owned subsidiary First Niagara Bank and Troy Financial Corporation
(NASDAQ: TRYF) and its wholly owned subsidiary The Troy Savings Bank entered
into 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 copy of the merger agreement is filed as exhibit 99.1 to this report.
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 Merger by and Between First
Niagara Financial Group, Inc. First Niagara Bank and
Troy Financial Corporation The Troy Savings Bank
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)