NIAGARA BANCORP INC
8-K, 2000-04-10
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       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): March 26, 2000
                                                         ---------------

                              NIAGARA BANCORP, INC.
             -------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Delaware                       0-23975                  16-1545669
- -------------------------------   -----------------------        ---------------
(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
- ---------------------------------------------------------          ----------
(Address of Principal Executive Offices)                           (Zip Code)

Registrant's telephone number, including area code:           (716) 625-7500
                                                              --------------



                                 Not Applicable
           ----------------------------------------------------------
          (Former name or former address, if changed since last report)





<PAGE>



Items 1, 2, 3, 4 and 6:             Not Applicable

Item 5.  Other Events
         ------------

     Niagara  Bancorp,  Inc. (the  "Registrant" or "Niagara  Bancorp") and First
Niagara  Merger Corp, a  wholly-owned  subsidiary  of Niagara  Bancorp  ("Merger
Corp"),  entered into an  Agreement  and Plan of Merger (the  "Agreement')  with
Iroquois  Bancorp,  Inc.  ("Iroquois")  as of March 26,  2000.  Iroquois  is the
holding  company for Cayuga Bank and The Homestead  Savings,  FA. As of December
31,  1999,  Iroquois had total  assets of $595.1  million and total  deposits of
$461.1 million.  Under the terms of the Agreement,  Iroquois will be merged into
the Merger Corp,  all shares and  outstanding  stock options of Iroquois will be
cancelled, and Niagara Bancorp will pay $33.25 per share in cash for each of the
2,306,880  outstanding  shares.  Niagara Bancorp will also pay the difference of
$33.25 and $16.11  (weighted  average  exercise  price) for 208,200  outstanding
stock  options.  As a result  of the  merger,  Cayuga  Bank  will  operate  as a
wholly-owned  subsidiary of Niagara Bancorp.  Homestead Savings will not operate
as  a  separate  subsidiary.  The  aggregate  purchase  price  for  Iroquois  is
approximately  $80.3 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
Iroquois on April 6, 2000.

     On March 24, 2000 Niagara Bancorp  completed its acquisition of Albion Banc
Corp.  ("Albion") and its  wholly-owned  subsidiary,  Albion Federal Savings and
Loan  Association.  As of December  31,  1999,  Albion had total assets of $78.7
million  and total  deposits  of $61.0  million.  Under the terms of the  Albion
Merger,  Niagara  Bancorp  is  paying  $15.75  per share in cash for each of the
753,058  outstanding  shares and outstanding  stock options.  Albion Federal has
been merged into First Niagara Bank, and Albion  Federal's two branch  locations
have become branch offices of First Niagara Bank.  The aggregate  purchase price
for Albion was approximately  $12.4 million.  The transaction has been accounted
for using the purchase method.


Item 7.  Financial Statements, Pro Forma Financial Information, and Exhibits
         -------------------------------------------------------------------

         None.



<PAGE>



                                   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: April 10, 2000                    By: /s/ Paul J. Kolkmeyer
                                            ------------------------------------
                                            Paul J. Kolkmeyer
                                            Executive Vice President and Chief
                                            Financial Officer












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