-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5b9s5v2li77G0YUqcfv6CM0IMLUMv8HwuDLovcTVkxwitc3HkjHtugC7Kt84Olp aNIcPtR2ch5uDPYIryMykQ== 0000943374-04-000116.txt : 20040213 0000943374-04-000116.hdr.sgml : 20040213 20040213115654 ACCESSION NUMBER: 0000943374-04-000116 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NIAGARA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001051741 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 161545669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53947 FILM NUMBER: 04596122 BUSINESS ADDRESS: STREET 1: 6950 SOUTH TRANSIT ROAD STREET 2: PO BOX 514 CITY: LOCKPORT STATE: NY ZIP: 14095 BUSINESS PHONE: 7166257500 MAIL ADDRESS: STREET 1: 6950 SOUTH TRANSIT ROAD STREET 2: PO BOX 514 CITY: LOCKPORT STATE: NY ZIP: 14095 FORMER COMPANY: FORMER CONFORMED NAME: NIAGARA BANCORP INC DATE OF NAME CHANGE: 19971218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NIAGARA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001051741 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 161545669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6950 SOUTH TRANSIT ROAD STREET 2: PO BOX 514 CITY: LOCKPORT STATE: NY ZIP: 14095 BUSINESS PHONE: 7166257500 MAIL ADDRESS: STREET 1: 6950 SOUTH TRANSIT ROAD STREET 2: PO BOX 514 CITY: LOCKPORT STATE: NY ZIP: 14095 FORMER COMPANY: FORMER CONFORMED NAME: NIAGARA BANCORP INC DATE OF NAME CHANGE: 19971218 SC 13G 1 schedule13g_021304.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ____)* First Niagara Financial Group, Inc. (Name of Issuer) Common Stock, $.01 par value per share --------------------------------------------------- (Title of Class of Securities) 33582 V 10 8 ------------------ (CUSIP Number) December 31, 2003 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages CUSIP NO. 33582 V 10 8 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(ENTITIES ONLY) First Niagara Financial Group Employee Stock Ownership Plan Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 4,049,658 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 713,245 REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 4,762,903 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,762,903 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% of 70,813,651 shares of Common Stock outstanding as of December 31, 2003. 12 TYPE IN REPORTING PERSON* EP CUSIP NO. 33582 V 10 8 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: First Niagara Financial Group, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 6950 South Transit Road P.O. Box 514 Lockport, New York 14095-0514 Item 2(a). Name of Person Filing: First Niagara Financial Group Employee Stock Ownership Plan Trust Trustee: Delaware Charter Guarantee & Trust Company Item 2(b). Address of Principal Business Office: Delaware Charter Guarantee & Trust Company 1013 Centre Road Wilmington, Delaware 19805-1265 Item 2(c). Citizenship or Place of Organization: Delaware Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 33582 V 10 8 Item 3. If this Statement is Filed Pursuant To Rule 13d-1(b) or 13d-2(b), or (c), Check Whether the Person Filing is a: (f) |X| This person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974; see 13d-1(b)(1)(ii)(F). Item 4. Ownership: Based on information available to the Employee Benefit Plan as of December 31, 2003, the reporting person beneficially owned 4,762,903 shares of the Issuer. This number of shares represents CUSIP NO. 33582 V 10 8 13G Page 4 of 5 Pages 6.7% of the common stock, par value $.01 per share, of the Issuer, based upon 70,813,651 shares of such common stock outstanding as of December 31, 2003. As of December 31, 2003, the reporting person has sole power to vote or to direct the vote of 4,049,658 shares and the shared power to vote or direct the vote of 713,245 shares. The reporting person has sole power to dispose or to direct the disposition of 4,762,903 shares of common stock. Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974. Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 33582 V 10 8 13G Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 2004 FIRST NIAGARA FINANCIAL GROUP EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: Delaware Charter Guarantee & Trust Company By: /s/ Charles Swain ---------------------------------- Charles Swain Title: Second Vice President -----END PRIVACY-ENHANCED MESSAGE-----