UNITED STATES
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): December 2, 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)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 3, 2004, First Niagara Financial Group, Inc. (the Company)
amended its revolving credit agreement (the Agreement) with Fifth Third Bank to
increase the maximum amount the Company may borrow from $25.0 million to $50.0
million. This additional capacity will provide short-term holding-company
funding for the pending acquisition of Hudson River Bancorp, Inc., which is
expected to close in January 2005. In accordance with the amended Agreement, the
Company is required to increase the amount of shares of its wholly-owned
subsidiary, First Niagara Bank, which are pledged to secure the Agreement, and
must continue to comply with the financial covenants set forth in the original
agreement. As of December 3, 2004, there were no borrowings outstanding under
the Agreement and the Company was in compliance with all financial covenants. In
addition to the above, Fifth Third Bank processes electronic funds transfer
transactions for the Company. A copy of the amended and restated revolving
credit promissory note is filed as exhibit 99.1 to this report.
Item 8.01 Other Events.
On December 2, 2004, the Company issued a joint press release with Hudson
River Bancorp, Inc. disclosing that they have received all necessary regulatory
approvals to proceed with their merger. Further, the Company's announced that
all election materials were mailed to Hudson River shareholders on or about
November 23, 2004 and that the election period will expire on December 28, 2004.
A copy of the press release is filed as exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 First Amended and Restated Revolving Credit Promissory
Note
99.2 Press release dated December 2, 2004
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: December 7, 2004 By: /s/ John R. Koelmel
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John R. Koelmel
Chief Financial Officer
(Duly authorized representative)