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): April 1, 2004
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FIRST NIAGARA FINANCIAL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-23975 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, and 12: Not Applicable.
Item 5. Other Events and Regulation FD Disclosure
On April 1, 2004, First Niagara Financial Group, Inc. (NASDAQ: FNFG) and Hudson
River Bancorp, Inc. (NASDAQ: HRBT) entered into a definitive Merger Agreement
under which Hudson River Bancorp, Inc. will merge into First Niagara Financial
Group, Inc. Under the terms of the Agreement, each share of Hudson River Bancorp
stock will be valued at approximately $19.63, based on First Niagara's closing
stock price of $13.87 on April 1, 2004. Hudson River stockholders will be
entitled to elect to receive merger consideration in shares of First Niagara
stock, cash, or a combination of stock and cash. The aggregate merger
consideration is comprised of approximately 35.7 million shares of First Niagara
common stock and approximately $125.0 million in cash. The actual value of the
merger consideration to be paid upon closing will depend on the average stock
price for First Niagara just prior to the completion of the merger. The mix of
cash and stock received by each Hudson River stockholder will also be determined
at that time to ensure that each share of Hudson River stock receives equal
consideration. Hudson River stock options will be exchanged for First Niagara
stock upon completion of the merger if not previously exercised.
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. and Hudson River
Bancorp, Inc.
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: April 2, 2004 By: /s/ John R. Koelmel
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John R. Koelmel
Chief Financial Officer
(Duly authorized representative)