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 28, 1999
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NIAGARA BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23975 16-1545669
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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)
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Items 1, 2, 3, 4 and 6: Not Applicable
Item 5. Other Events
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Niagara Bancorp, Inc. (the "Registrant" or "Niagara Bancorp") and Niagara
Merger Corp, a wholly-owned subsidiary of Niagara Bancorp ("Merger Corp"),
entered into an Agreement and Plan of Merger (the "Agreement') with CNY
Financial Corporation ("CNYF") as of December 28, 1999. CNYF is the holding
company for Cortland Savings Bank. As of September 30, 1999, CNYF had total
assets of $296.3 million and total deposits of $196.4 million. Under the terms
of the Agreement, CNYF will be merged into the Merger Corp, all shares and
outstanding stock options of CNYF will be cancelled, and Niagara Bancorp will
pay $18.75 per share in cash for each of the 4,568,385 outstanding shares.
Niagara Bancorp will also pay the difference of $18.75 and $12.03 (weighted
average exercise price) for 340,690 outstanding stock options. As a result of
the merger, Cortland Savings Bank will operate as a wholly-owned subsidiary of
Niagara Bancorp. The aggregate purchase price for CNYF is approximately $87.9
million. The transaction will be accounted for using the purchase method.
A copy of the Agreement and Plan of Merger was previously filed as an
exhibit to the Form 8-K filed with the Securities and Exchange Commission by
CNYF on January 6, 2000.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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None.
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SIGNATURES
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.
NIAGARA BANCORP, INC.
DATE: January 11, 2000 By: /s/ William E. Swan
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William E. Swan
President and Chief Executive Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
None
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