ITEM 1. BUSINESS - ------------------
GENERAL
NIAGARA BANCORP, INC.
Niagara Bancorp, Inc. (the "Company") is a Delaware corporation that was organized in December 1997 at the direction of the Board of Trustees of Lockport Savings Bank (the "Bank") for the purpose of acquiring all of the capital stock of the Bank upon completion of the Bank's reorganization into the mutual holding company structure. The initial public offering of common stock by the Company in connection with the reorganization was consummated on April 20, 1998, and accordingly, had not been consummated by December 31, 1997, the end of the 12- month period for which this Annual Report on Form 10-K is filed. Prior to the consummation of the reorganization and the initial stock offering, the Company had not issued any stock, had no assets and no liabilities, and had not conducted operations other than of an organizational nature. Following consummation of the reorganization and initial stock offering, the Company's only significant assets are 100% of the shares of the Bank's outstanding common stock, the Company's loan to the Bank's employee stock ownership plan and up to 50% of the net proceeds of the Company's initial public stock offering.
The Company does not intend to employ any persons other than certain officers who are currently officers of the Bank, but will utilize the support staff of the Bank from time to time. Additional employees will be hired as appropriate to the extent the Company expands its business in the future. The directors and executive officers of the Company are set forth below.
The Company's offices are located at the executive offices of the Bank at 6950 South Transit Road P.O. Box 514, Lockport, New York, 14095-0514. Its telephone number is (716) 625-7500.
Filed herewith as Exhibits 99.1 and 99.2 for informational purposes only are the consolidated financial statements of the Bank and its subsidiaries, and management's discussion and analysis of such consolidated financial statements, as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following individuals serve as directors and executive officers of the Company:
(a) Directors of the Company
______________ *As of December 31, 1997
(b) Executive Officers of the Company
The following individuals are executive officers of the Company and hold the offices set forth below opposite their names.
The executive officers of the Company are elected annually and hold office until their successors are elected and qualified, or until death, resignation, retirement or removal by the board of directors.
BIOGRAPHICAL INFORMATION
Directors of the Company
Gordon P. Assad has served as a trustee of the Bank since 1995. Mr. Assad is the President and Chief Executive Officer of Erie & Niagara Insurance Association and has served in that position since 1972.
Christa R. Caldwell has served as a trustee of the Bank since 1986. Ms. Caldwell is retired and was the director of the Lockport Public Library from 1967 to 1996.
James W. Currie has served as a trustee of the Bank since 1987. Mr. Currie is the President of Ag Pak, Inc., a manufacturer of produce packaging machines, and has served in that position since 1974.
Gary B. Fitch has served as a trustee of the Bank since 1981. Mr. Fitch is the Owner-Manager of Ontario Orchards, Inc., and has served in that position since 1976. Mr. Fitch also serves as the Executive Secretary of Agricultural Affiliates, Inc. and has served in that position since 1991.
David W. Heinrich served as a trustee of the Bank from 1969 to 1991. He was re-elected to the board in June of 1993. Mr. Heinrich is the President of Heinrich Chevrolet Corp.
Daniel W. Judge has served as a trustee of the Bank since 1992. Mr. Judge is the President and Chief Executive Officer of I.D. ONE, Inc., a purchasing and marketing cooperative of independent industrial distributors, and has served in that position since 1996. Mr. Judge served as the Executive Director of I.D. ONE, Inc. from 1993 to 1996. Mr. Judge has also served as President and Manager of Dansam, Inc., a business management services company, since 1990.
B. Thomas Mancuso has served as a trustee of the Bank since 1990. Mr. Mancuso is the President of Joseph L. Mancuso & Sons, Inc., a real estate development company.
James Miklinski has served as a trustee of the Bank since 1996. Mr. Miklinski is the General Manager of Niagara Milk Cooperative, and has served in that position since 1990.
Barton G. Smith has served as a trustee of the Bank since 1986. Mr. Smith is retired from Paul Garrick, Inc., an insurance agency.
William E. Swan has served as a trustee of the Bank since 1996. Mr. Swan is the President and Chief Executive Officer of the Bank, and has served in that position since 1989. Prior to joining the Bank in 1988, he served as an Administrative Vice President of Manufacturers and Traders Trust Company.
Robert G. Weber has served as a trustee of the Bank since 1996. Mr. Weber is a retired Buffalo Office Managing Partner of KPMG Peat Marwick LLP where he served from 1959 to 1995.
Executive Officers of the Company Who Are Not Directors
Paul J. Kolkmeyer has served as Executive Vice President and Chief Financial Officer of the Bank since 1995. Mr. Kolkmeyer served as Senior Vice President and Chief Financial Officer of the Bank. Prior to joining the Bank in 1990, he served as a Vice President at Morgan Guaranty Trust Company.
Kathleen P. Monti has served as Senior Vice President of Human Resources and Administration of the Bank since 1995. From 1993 to 1995 Ms. Monti served as Vice President of Human Resources of the Bank. Prior to 1993, she served as an Administrative Vice President-Regional Human Resource Manager at Marine Midland Bank.
G. Gary Berner has served as Senior Vice President and Chief Lending Officer of the Bank since 1992. Prior to joining the Bank, he was a Vice President in the Asset Management Group at Key Bank of New York, N.A.
Diane Allegro has been Senior Vice President of Retail Banking since October 1997. From 1994 to October 1997, she was Vice President-Retail Sales & Delivery Systems at Rochester Community Savings Bank. Prior to 1994, she was employed by First Federal Savings and Loan Association of Rochester.
ITEM 2.
ITEM 2. PROPERTIES - --------------------
The Company conducts its business through its office at 6950 South Transit Road, Lockport, New York.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS - ---------------------------
The Company is not party to any legal proceedings, claims or lawsuits.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - -------------------------------------------------------------
No matters were submitted during the fourth quarter of the year ended December 31, 1997 to a vote of security holders.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS - ----------------------------------------------------------
(a) The common stock of the Company is quoted on the Nasdaq National Market under the symbol "NBCP". As of December 31, 1997, the date for which this report is filed, the Company had not issued shares and there had been no trading in the common stock of the Company.
(b) The effective date of the Securities Act registration statement for which use of proceeds information is being disclosed herein was February 17, 1998; the commission file number assigned to the registration statement was 333- 42977.
The offering commenced on or about February 24, 1998 and continued through March 24, 1998. The offering was managed on a best efforts basis by CIBC Oppenheimer Corp. and Trident Securities, Inc., as marketing agent. The securities registered were the common stock, par value $.01 per share, of the Company. In the registration statement, 13,501,554 shares of such common stock were registered at an aggregate price of $135,015,540. In the Reorganization, 29,756,250 shares of common stock were issued, of which 13,501,554 shares were sold to the public, which includes shares purchased by the Bank's Employee Stock Ownership Plan. In addition, 15,849,650 shares were issued to Niagara Bancorp, MHC, the mutual holding company formed in the reorganization and 405,046 shares were issued to the Charitable Foundation established by the Company. In that the effective date of the registration statement was subsequent to December 31, 1997, the ending date of the reporting period for this report, the amount of expenses incurred and the amount of net offering proceeds will be reported in the Company's next periodic report filed pursuant to section 13(a) and 15(b) of the Securities Exchange Act of 1934. However, the total expenses of the reorganization and offering are not expected to exceed $2.2 million.
ITEM 6.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA - --------------------------------------------------------
None. As of December 31, 1997, the Company had not issued any stock, had no assets and no liabilities, and had not conducted operations other than of an organizational nature.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -----------------------------------------------------------
None. As of December 31, 1997, the Company had not issued any stock, had no assets and no liabilities, and had not conducted operations other than of an organizational nature. See Exhibit 99.2.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK - -------------------------------------------------------------------
Not applicable. See Exhibit 99.2
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS - ------------------------------
None. As of December 31, 1997, the Company had not issued any stock, had no assets and no liabilities, and had not conducted operations other than of an organizational nature. See Exhibit 99.1.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ----------------------------------------------------------
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT - ----------------------------------------------------
See Item 1. "Directors and Executive Officers of the Registrant" for information concerning the Company's directors and executive officers.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION - ----------------------------------
No compensation has been paid by the Company to the executive officers or directors of the Company.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -----------------------------------------------------------
Not applicable.
ITEM 13.
ITEM 13. CERTAIN TRANSACTIONS - --------------------------------
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - -------------------------------------------------------
The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows:
(a)(3) Exhibits --------
99.1 Consolidated Financial Statements of Lockport Savings Bank and subsidiaries as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995, with Report of Independent Auditors.
99.2 Management's discussion and analysis of the Consolidated Financial Statements, and certain statistical data.
(b) Reports on Form 8-K: -------------------
The Registrant filed no Current Report on Form 8-K during the fourth quarter of 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NIAGARA BANCORP, INC.
Date: May 11, 1998 By: /s/ William E. Swan -------------------------------------------- William E. Swan President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Title Date - ---------- ----- ----
/s/ William E. Swan President, Chief Executive May 11, 1998 - ------------------------- Officer (Principal Executive William E. Swan Officer)and Director
/s/ Paul J. Kolkmeyer Executive Vice President and May 11, 1998 - ------------------------- Chief Financial Officer (Principal Paul J. Kolkmeyer Accounting Officer)
/s/ Gordon P. Assad Director May 11, 1998 - ------------------------- Gordon P. Assad
/s/ Christa P. Caldwell Director May 11, 1998 - ------------------------- Christa P. Caldwell
/s/ James W. Currie Director May 11, 1998 - ------------------------- James W. Currie
/s Gary B. Fitch Director May 11, 1998 - ------------------------- Gary B. Fitch
/s/ David W. Heinrich Director May 11, 1998 - ------------------------- David W. Heinrich
/s/ Daniel W. Judge Director May 11, 1998 - ------------------------- Daniel W. Judge
/s/ B. Thomas Mancuso Director May 11, 1998 - ------------------------- B. Thomas Mancuso
/s/ James Miklinski Director May 11, 1998 - ------------------------- James Miklinski
/s/ Barton G. Smith Director May 11, 1998 - ------------------------- Barton G. Smith
/s/ Robert G. Weber Director May 11, 1998 - ------------------------- Robert G. Weber