<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1998
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CITIZENS BANCSHARES, INC.
(TO BE RENAMED SKY FINANCIAL GROUP, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
34-1372535
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
10 EAST MAIN STREET
SALINEVILLE, OHIO 43402
(330) 679-2328
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MARTY E. ADAMS, PRESIDENT
10 EAST MAIN STREET
SALINEVILLE, OHIO 43945
(330) 679-2328
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock (with the accompanying
Preferred Stock Purchase
Rights(3).)...................... 1,000,000 shares $33.8906 $33,890,600 $9,997.73
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</TABLE>
(1) Plus such additional shares of common stock as may be issued by reason of
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
connection with Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices for the registrant's common
stock as quoted on the Nasdaq Stock Market on September 22, 1998.
(3) There is no independent market for the Preferred Stock Purchase Rights (the
"Rights") at this time. Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates for the
common stock and will be transferred along with and only with such
securities. The market price of each share of common stock includes the
value of the share of common stock, together with the value of the Right
appertaining thereto.
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<PAGE> 2
PROSPECTUS
SKY FINANCIAL LOGO
SKY FINANCIAL GROUP, INC.
SKY FINANCIAL STOCK DIRECT
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
---------------------------------------------------------------
1,000,000 SHARES OF
COMMON STOCK
(WITHOUT PAR VALUE)
---------------------------------------------------------------
This Prospectus describes Sky Financial Stock Direct, the Dividend
Reinvestment and Direct Stock Purchase and Sale Plan (the "Plan") of Sky
Financial Group, Inc. ("Sky Financial"), and relates to 1,000,000 shares of Sky
Financial's common stock (without par value).
If you own shares of Sky Financial common stock in your own name, you are
eligible to participate in the Plan.
If you are not a Sky Financial shareholder, you may enroll in the Plan and
purchase your first shares of Sky Financial common stock directly from the Plan
by making an initial investment of at least $500. The maximum investment is
$10,000 per month. A one-time enrollment fee of $7.50 will be deducted from your
initial investment.
The Plan is intended to promote long-term ownership of Sky Financial common
stock by offering investors a simple and cost-effective way to:
- Buy shares conveniently and economically, even if you are not
already a Sky Financial shareholder.
- Increase holdings of shares by reinvesting cash dividends on all
shares owned (full dividend reinvestment) or reinvest dividends on fewer
than all shares owned and receive cash dividends on the remaining shares
(partial dividend reinvestment).
- Sell or transfer shares held in your account.
- Send in your stock certificates for safekeeping and eliminate the
need to keep certificates.
If you are a participant in the former Citizens Bancshares, Inc. Dividend
Reinvestment Plan ("Bancshares DRP"), you have been automatically enrolled in
the new Plan and need not take any action unless you wish to change your
participation election. If you are a participant in the former Mid Am, Inc.
Dividend Reinvestment and Stock Purchase Plan, as amended ("Mid Am DRSPP") and
hold uncertificated, or "book entry," shares, you have been automatically
enrolled in the new Plan and need not take any action unless you wish to change
your participation election. If you are a participant in the Mid Am DRSPP and
hold certificated shares, you will be automatically enrolled in the new Plan
when you exchange your Mid Am, Inc. stock certificates for Sky Financial stock
certificates.
Sky Financial pays all fees and any brokerage commissions for reinvesting
dividends. There are modest fees and brokerage commissions charged for using
other Plan services including purchasing additional shares of Sky Financial
common stock through optional cash investments and selling and withdrawing
shares from the Plan.
The common stock purchased under the Plan may be purchased on the open
market or directly from Sky Financial from authorized but unissued shares or
treasury shares. If the shares are purchased directly from Sky Financial, the
price per share will be 100% of the average of the high and low prices for the
shares as quoted on the Nasdaq Stock Market on the pricing date. If shares are
purchased on the open market, the price per share will be the weighted average
price of all shares purchased on the open market for Plan participants on that
day. See "Source and Price of Shares Purchased."
---------------------------------------------------------------
THE COMMON STOCK OF SKY FINANCIAL GROUP, INC. OFFERED HEREBY IS NOT A SAVINGS
ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 23, 1998.
<PAGE> 3
DESCRIPTION OF
SKY FINANCIAL STOCK DIRECT
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE AND SALE PLAN
-------------------------
THE COMPANY
Sky Financial Group, Inc., an Ohio corporation, is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. Sky Financial
has its principal offices at 221 South Church Street, Bowling Green, Ohio 43402
(telephone: 419-327-6331). Sky Financial is the surviving company in the October
2, 1998, merger of equals between Citizens Bancshares, Inc. and Mid Am, Inc. Sky
Financial is a holding company for seven bank subsidiaries with a total of 146
banking offices located primarily in the state of Ohio and also in the states of
Michigan, Pennsylvania and West Virginia. Sky Financial also owns and operates
nine financial services subsidiaries which provide services closely related to
banking, including specialty lending, investment, trust, and collection
services.
THE PLAN
The Plan consists of the following statements. The term "you" means anyone
participating in the Plan.
PURPOSE OF THE PLAN
The Plan provides you with a convenient and economical way to purchase
shares and increase your ownership of Sky Financial common stock by reinvesting
dividends and by making optional cash investments. The Plan also provides an
economical way for you to sell shares of Sky Financial common stock. Sky
Financial has appointed The Bank of New York ("BNY") as Agent for the Plan. Call
BNY with any questions about the Plan at 1-888-683-4901.
FEATURES OF THE PLAN
ADVANTAGES
- Open to Non-Shareholders. People who are not registered shareholders may
enroll in the Plan and purchase their first share of Sky Financial common
stock by making an initial investment of at least $500 (maximum
investment of $10,000 per month). A one-time enrollment fee of $7.50 will
be deducted from your initial investment.
- Reinvestment of Dividends. You may elect to reinvest dividends on all
shares owned (full reinvestment), reinvest dividends on some of the
shares held directly by you in certificate form (partial reinvestment),
or receive all dividends in cash (no reinvestment). There are no service
fees or brokerage commissions charged to you for reinvesting dividends.
- Optional Cash Investments. Once enrolled, you may make additional
optional cash investments either by check or on a monthly basis by using
electronic funds transfer ("EFT") from your checking or savings account.
The minimum amount for an optional cash investment is $50, whether you
are making the payment by check or electronic funds transfer. The maximum
investment is $10,000 in any month. A $2.00 processing fee will be
deducted from each cash payment and a $1.00 processing fee will be
deducted from each EFT payment. There is also a brokerage commission of
$0.05 per share purchased. EFT investments are deducted from your
checking or savings account on the 25th of each month and shares are
purchased on the next investment date.
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<PAGE> 4
- Safekeeping and Transfers. You may deposit your share certificates into
the Plan at no cost. You may transfer shares to another Plan participant
at any time, at no cost.
- Certificates. You may request the issuance of a certificate at any time,
at no cost.
- Selling Shares. You may sell shares held in the Plan by providing written
instructions to BNY or by using the automated telephone sales feature.
There is a fee of $10.00 for each sale transaction and a brokerage
commission of $0.05 per share sold.
- Statements. Account statements detailing Plan activity will be mailed to
you quarterly. Following each Plan transaction you will receive a
transaction advice, which is a written record of the transaction.
PLEASE NOTE
- Sky Financial has no control over the price paid or the time at which
shares are purchased or sold. If you send an initial or optional cash
investment or request the sale of shares, the price of the shares may go
up or down before the purchase or sale is made.
- No interest is paid on optional cash investments held by BNY pending
investment in Sky Financial common stock.
ELIGIBILITY
Any person, whether or not a registered holder of Sky Financial common
stock, may enroll and participate in the Plan. The Plan is primarily designed
for individual investors. Sky Financial can modify the Plan at any time, and can
terminate the Plan upon notice to Plan participants. Also, Sky Financial and BNY
have the right to terminate the participation of any participant, modify fees
and interpret the Plan. See "Withdrawal from the Plan/Amendment and Termination
of the Plan ."
ADMINISTRATION
Sky Financial has appointed BNY, Sky Financial's transfer agent, to
administer the Plan. BNY will hold the book entry shares purchased for you in a
Plan account on your behalf, registered in the name of BNY or its nominee. BNY
will maintain records, send statements to you and perform other duties relating
to the Plan.
TO CONTACT BNY, YOU CAN:
- call its toll free number: 1-888-683-4901
- send an e-mail to: [email protected]
- or, write to:
The Bank of New York
Shareholder Relations Department -- 11E
P.O. Box 11258
Church Street Station
New York, New York 10286
Information about the Plan and enrollment forms can also be found on BNY's
website at: HTTP://STOCK.BANKOFNY.COM.
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FOR SALES, TRANSFERS, WITHDRAWALS OR OPTIONAL CASH INVESTMENTS, MAIL AN
INSTRUCTION FORM (THE TEAR-OFF PORTION OF A TRANSACTION ADVICE OR STATEMENT) TO:
The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, New Jersey 07101-9774
DOCUMENTS CAN BE PRESENTED IN PERSON AT:
The Bank of New York
101 Barclay Street
Receive & Deliver Window -- First Floor
New York, New York 10286
BNY is also responsible for purchasing and selling shares for Plan
participants. Shares may be purchased by BNY directly from Sky Financial or on
the open market. BNY ESI & Co., Inc. ("BNY ESI"), a full-service brokerage firm
and a wholly owned subsidiary of BNY, may make any open market purchases. BNY
ESI will receive brokerage commissions on such purchases. Sky Financial has no
control over the times or prices at which BNY buys or sells shares on the open
market or the selection of the broker who executes such transactions.
HOW TO ENROLL
If you are a participant in the Bancshares DRP, or if you are a participant
in the Mid Am DRSPP and hold book entry shares, you have been automatically
enrolled in the new Plan. If you are a participant in the Mid Am DRSPP and hold
certificated shares, you will be automatically enrolled in the new Plan when you
exchange your Mid Am, Inc. stock certificates for Sky Financial stock
certificates.
If you are a registered owner of Sky Financial common stock and are not
already enrolled in the Plan, you may join the Plan at any time by returning a
completed Plan Authorization Form and depositing some or all of your shares
represented by Sky Financial stock certificates with BNY. If your shares are
held in nominee name by a bank or broker, you must first become a registered
owner by having such share certificates transferred into your name.
If you do not already own Sky Financial common stock, you may enroll in the
Plan by completing a Plan Authorization Form, making an initial cash investment
of at least $500 and paying a one-time account set-up fee of $7.50.
YOU CAN REQUEST A PLAN AUTHORIZATION FORM FROM BNY AT THE ADDRESS OR
TELEPHONE NUMBER SHOWN UNDER "ADMINISTRATION."
Enrollment and participation in the Plan is entirely voluntary. You may
enroll at any time. Shareholders and investors outside the United States may be
subject to government regulations that prohibit participation, so each investor
should first determine if participation would violate local laws.
REINVESTMENT OPTIONS
When you enroll you must elect how your dividends will be reinvested. Make
this election on your Authorization Form.
Option 1 -- Full Reinvestment. If you choose this option, 100% of all cash
dividends on shares held by you in the Plan and on all certificated shares held
directly by you will be reinvested in additional Sky Financial shares. This
includes any future shares acquired by you either directly or through the Plan.
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<PAGE> 6
Option 2 -- Partial Reinvestment. You may only choose this option if you
hold any Sky Financial shares in certificate form. If you choose this option,
you can direct that dividends on a specified number of certificated shares held
directly by you be reinvested. Dividends on any remaining certificated shares
held directly by you will be paid in cash. All book entry shares held in the
Plan will be reinvested. If you buy more shares in certificate form it will not
change your election. If you sell shares in certificate form it will not change
your election unless the number of shares you hold in certificate form falls
below the number you specified. In that case, cash dividends will be paid to you
on the number of shares you hold in certificate form. You may change your
instructions for Option 2 at any time by completing a new Authorization Form.
Option 3 -- Cash Dividends/No Reinvestment. If you choose this option, you
may enroll in the Plan only to make additional cash investments and/or deposit
certificates into the Plan for safekeeping. By choosing this election, you will
receive all dividends in cash and no dividends will be reinvested. You can elect
to have these dividends electronically deposited in your bank account by
contacting BNY.
You may change your investment election at any time by sending a new
Authorization Form to BNY. If the new Authorization Form is received by BNY at
least ten days before the next dividend record date, changes will be effective
on the next dividend payment date.
OPTIONAL CASH INVESTMENTS
Once you are enrolled in the Plan, optional cash investments are voluntary.
The minimum initial cash investment required to enroll in the Plan is $500. A
one-time account set-up fee of $7.50 will be deducted from your first
investment. The minimum cash investment for existing Plan participants is $50
per month. Once enrolled in the Plan, a $2.00 processing fee will be deducted
from each cash investment and a $1.00 processing fee will be deducted from each
EFT investment, including the initial investment. There is also a brokerage
commission of $0.05 per share purchased.
To make an optional cash investment:
- Make checks for optional cash investments payable to "The Bank of New
York -- Agent."
- Mail checks and a properly completed Plan Authorization Form or a tear
off stub from a Plan statement or transaction advice to BNY using the
address indicated on Page 4 above.
Checks must be drawn on a United States bank and be payable in United
States dollars. Third party checks, checks not drawn on a United States bank or
not payable in United States dollars will be returned. If you choose to make
optional cash investments, you do not have to send the same amount of money each
time.
You may authorize automatic monthly cash investments by electronic funds
transfers (EFT) from your bank account, either when you enroll or at a later
date. To do so, call BNY for an EFT Authorization Form. EFT investments are
deducted monthly from your bank account through any financial institution that
participates in the Automatic Clearing House. Deductions are made on the 25th
day of each month, or if such date is not a business day, on the preceding
business day.
The maximum total optional cash investment is $10,000 per month. This
amount is in addition to any dividends that are reinvested for your account.
DIVIDEND REINVESTMENT AND OPTIONAL CASH INVESTMENT DATES
If you elect full or partial reinvestment and the Authorization Form is
received by BNY on or before the record date for a dividend payment, dividends
will be reinvested for such dividend. If the Authorization Form is received
after the record date for the dividend payment, such dividend will be paid to
the shareholder in cash, and the dividend payable after the next record date
will be reinvested.
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<PAGE> 7
Generally, shares are purchased with optional cash investments at least
once per week. If any initial or optional cash investment has not already been
invested, you may request that the money be returned to you. To do so, you must
send a written request for a refund to BNY. The written request must reach BNY
at least 48 hours before the investment date. No refund of funds sent by check
will be made until your check has cleared. If the written request reaches BNY
less than 48 hours before the investment date, your funds will be invested in
Sky Financial common stock.
NO INTEREST WILL BE PAID ON OPTIONAL CASH INVESTMENTS HELD BY BNY PENDING
INVESTMENT IN SKY FINANCIAL COMMON STOCK.
SOURCE AND PRICE OF SHARES PURCHASED
Shares purchased under the Plan may be purchased by BNY on the open market
or directly from Sky Financial from authorized but unissued shares or treasury
shares.
When shares are purchased from Sky Financial, the price per share will be
100% of the average of the high and low prices for the shares as quoted on the
Nasdaq Stock Market on the pricing date. The pricing date for reinvesting of
dividends is usually the dividend payment date or, if such date falls on a day
when the Nasdaq Stock Market is closed or there is no trading of the shares
reported, the pricing date is usually the preceding day the Nasdaq Stock Market
was open and trading occurred.
Purchases on the open market are usually made within five days of the
dividend payment date and the price per share is usually the weighted average of
all shares purchased for the applicable purchase date. Purchases may be made
over a longer period of time to avoid having an impact on market prices. In all
cases, if an investment is not completed within 30 days, all funds to be
invested will be returned to participants, without interest. Open market
purchases may be made through BNY ESI.
Since your dividend and any optional cash investment will rarely purchase
an exact number of whole shares (whether shares are purchased from Sky Financial
or on the open market), BNY will credit your account for the full and fractional
shares (to four decimal places) purchased. Fractional shares will earn
proportional dividends.
SALE OF SHARES
You may instruct BNY to sell any or all shares held in your account at any
time. Simply complete and sign the tear-off portion of your account statement
and mail it to BNY. If the account is owned by more than one participant, all
account holders must sign the instruction form. You can also call BNY's
toll-free number which will allow you to make sales by phone.
BNY aggregates all requests to sell shares and sells the total number of
shares on the open market. Sales may be made through BNY ESI. Shares are sold at
least weekly, and depending on volume, as frequently as daily. The selling price
will not be known until the sale is completed. The net proceeds of the sale are
sent to you by check following the sale. There is a $10.00 service fee for
selling Plan shares plus a brokerage commission of $0.05 per share.
THE SHARE PRICE MAY FALL BETWEEN THE TIME YOU REQUEST A SALE AND THE TIME
THE SALE IS MADE.
CERTIFICATES
Shares purchased with either reinvested dividends or optional cash
investments will be automatically held as book entry shares by BNY or its
nominee on behalf of the participant. In addition, you may deposit your stock
certificates with BNY for safekeeping.
When your stock certificates are deposited with BNY for safekeeping, you no
longer bear the risk of loss, theft or destruction of the certificates. If you
choose safekeeping you still have the option of receiving
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<PAGE> 8
your dividends in cash or reinvesting them. You can also sell any shares held in
safekeeping through the Plan. There is no charge for depositing certificates
with BNY for safekeeping.
You may request certificates for any or all whole shares held in the Plan.
No certificates for fractional shares will be issued. To request certificates,
fill out and sign the request form on the bottom portion of the account
statement or call BNY for instructions. There is no charge for issuing a
certificate.
SHARE TRANSFER WITHIN THE PLAN
You may transfer or give shares in your Plan account, as gifts, at any
time. Transfers can be made in book-entry or certificate form.
To transfer shares from a Plan account, follow the steps listed below.
There is no fee for this service.
- Call BNY's toll free telephone number 1-888-683-4901 and request a
current Plan prospectus and enrollment form. Complete the form providing
the full registration name, address and social security number of the new
participant.
- Mail the completed enrollment form and a written request indicating the
number of shares (full and fractional) that should be transferred to the
new participant. All participants in the current account must sign the
instructions and their signatures must be guaranteed by a bank, broker or
financial institution that is a member of the Signature Guarantee
Medallion program.
- Unless otherwise directed on the enrollment form, the new account will be
automatically enrolled in the Plan with all dividends reinvested.
WITHDRAWAL FROM THE PLAN/AMENDMENT AND TERMINATION OF PLAN
You may withdraw from the Plan at any time. To withdraw from the Plan,
complete the tear-off stub at the bottom of your Plan statement or transaction
advice and mail it to BNY. When you withdraw from the Plan, or if the Plan is
terminated by Sky Financial, a certificate for all whole shares held in your
Plan account will be issued and any fractional shares held in your Plan account
will be sold. You will receive a check for the net proceeds (less service fees
and brokerage commission) from the sale of any fractional shares.
Sky Financial reserves the right to modify the Plan at any time, including
the right to terminate the Plan upon notice to Plan participants. In addition,
Sky Financial and BNY reserve the right to terminate the participation of any
participant, modify fees and interpret the Plan as either deems necessary or
desirable in connection with its operation. If the Plan is terminated by Sky
Financial or if Sky Financial undergoes a reorganization or merger, participants
may be issued a certificate for any whole shares and a check for any fractional
shares, or Sky Financial may automatically rollover Plan shares to a subsequent
survivor or derivative plan.
ACCOUNT STATEMENTS
A transaction advice will be sent to you as soon as practicable after each
investment or sale. The advice will show the transaction price, service fees (if
any), shares and current account balance.
As soon as practicable after each dividend payment date, a quarterly
statement showing all year-to-date transactions will be mailed to you. RETAIN
THESE STATEMENTS FOR TAX PURPOSES. THERE MAY BE A SERVICE CHARGE FOR PROVIDING A
COPY OF AN ACCOUNT STATEMENT AS OF A DATE PRIOR TO 1998.
Statements and transaction advices have tear-off instruction forms which
should be filled out when providing BNY with certificate issuance, sale,
purchase, termination or certificate deposit instructions.
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STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
Any stock dividend or stock split shares distributed by Sky Financial will
be credited directly to your Plan account. Stock split or stock dividend shares
distributed on certificated shares held directly by you also will be credited to
your Plan account. If you are entitled to participate in a rights offering, the
right to subscribe will be based on the total number of shares owned, both
inside and outside the Plan. Any rights certificates to be distributed as a
result of any rights agreement will be distributed based on whole shares only.
Transaction processing may be temporarily suspended during such distribution.
PROXIES AND VOTING
You will receive a Notice of Annual Meeting, a Proxy Statement/Annual
Report Supplement, a Proxy Voting Card and Sky Financial's Annual Report to
Shareholders. The Proxy Voting Card will list the whole shares held in your Plan
account as well as shares held directly by you in certificate form. Both
book-entry and certificate shares are voted by completing the Proxy Voting Card.
Only whole shares can be voted.
FEDERAL INCOME TAX INFORMATION
The following is only a summary of the tax consequences of participation in
the Plan, as of the date of this Prospectus. Tax laws and regulations may change
and this summary may not reflect every possible situation that could result from
participating in the Plan. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR WITH
RESPECT TO THE FEDERAL, STATE, LOCAL, FOREIGN AND WITHHOLDING TAX CONSEQUENCES
APPLICABLE TO YOUR PARTICULAR SITUATION.
In general, cash dividends paid to you by Sky Financial are considered
taxable income even though they are reinvested. Your cost basis for federal
income tax purposes on any shares purchased through the Plan is the price at
which the shares are purchased, as reflected on your statement or transaction
advice. Brokerage commissions paid by Sky Financial are also considered taxable
income and are included in the cost basis of the shares purchased. The Form 1099
sent to you and the Internal Revenue Service at the end of the year shows any
brokerage commissions paid by Sky Financial which are attributable to you.
You generally will realize taxable income or loss for federal income tax
purposes when shares are sold. Your tax basis for shares that are sold is
generally the price paid for the shares. If the shares were purchased under the
Plan, the purchase price is reflected on your statement or transaction advice.
Your holding period for shares purchased through the Plan begins on the day
following the date of purchase.
Plan participants who are subject to backup withholding will have their
dividends reinvested less the tax withheld.
Foreign shareholders who are subject to United States federal tax
withholding will have their dividends reinvested less the tax withheld. Foreign
shareholders are responsible for filing any documentation required to obtain a
reduction in or refund of United States withholding tax.
SUMMARY OF PLAN SERVICES AND FEES
Sky Financial will pay most of the fees and expenses of operating the Plan.
However, there are some service fees and brokerage commissions that will be
charged directly to participants:
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<TABLE>
<CAPTION>
ITEM CHARGE
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<S> <C>
Initial Enrollment.......................................... $7.50
(A one-time set-up fee for new Plan participants)
Optional Cash Investments
Payroll deduction
(Sky Financial employees)................................. Paid by Sky Financial
By check.................................................. $2.00
By EFT.................................................... $1.00
Brokerage commission...................................... $0.05 per share
Reinvestment of Dividends
Service fee............................................... Paid by Sky Financial
Brokerage commission...................................... Paid by Sky Financial
Sale of Shares
Service fee............................................... $10.00
Brokerage commission...................................... $0.05 per share
Deposit of Certificates for Safekeeping..................... No charge
Book to Book Transfers...................................... No charge
(To transfer shares to another participant)
</TABLE>
OTHER INFORMATION
By participating in the Plan, you appoint BNY as your agent for Plan
transactions.
THE SECURITIES HELD IN PLAN ACCOUNTS FOR PLAN PARTICIPANTS ARE NOT SUBJECT
TO PROTECTION UNDER THE SECURITIES INVESTOR PROTECTION ACT OF 1970. SHARE PRICES
FLUCTUATE. NEITHER SKY FINANCIAL NOR BNY CAN ASSURE YOU OF A PROFIT OR PROTECT
YOU AGAINST A LOSS ON THE SHARES PURCHASED UNDER THE PLAN.
The terms and conditions of the Plan are governed by the laws of the State
of Ohio.
Neither Sky Financial nor BNY provides any advice or makes any
recommendations with respect to any security. Any decision to purchase or sell
must be made by each individual Plan participant based upon his or her own
research and judgment.
Neither Sky Financial nor BNY will be liable for any act done in good faith
or for any good faith omission to act, including without limitation, any claim
of liability arising out of (i) failure to terminate a Plan account, sell shares
in the Plan or invest optional cash investments or dividends without receipt of
proper documentation and instructions; or (ii) the particular prices at which
shares are purchased or sold for Plan accounts and the time such purchases or
sales are made, including price fluctuations in market value after purchases or
sales.
<TABLE>
<S> <C>
MINIMUM AND MAXIMUM OPTIONAL CASH INVESTMENTS
Initial minimum investment by non-Plan participants......... $500
Minimum monthly optional cash investment.................... $50
Maximum per month........................................... $10,000
</TABLE>
9
<PAGE> 11
SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITY
The Sky Financial Code of Regulations provides that Sky Financial shall
indemnify any director or officer and any former director or officer and any
such director or officer who is or has served at the request of Sky Financial as
a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (and his heirs, executors and administrators)
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him by reason of the fact
that he is or was such director, officer or trustee in connection with any
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by law.
In addition, Sky Financial has indemnification agreements with each of its
directors and executive officers which expand such indemnitees' rights in the
event that Ohio law and Sky Financial's Code of Regulations are changed. The
indemnification rights available under the agreements are subject to certain
exclusions, including a provision that no indemnification shall be made if a
court determines by clear and convincing evidence that the indemnitee has acted
or failed to act with deliberate intent to cause injury to, or with reckless
disregard for the best interests of, Sky Financial.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PLAN OF DISTRIBUTION
The common stock being offered hereby is offered pursuant to the Plan. The
Plan provides for the purchase of shares on the open market or, at Sky
Financial's option, directly from Sky Financial. To the extent shares are
purchased in the open market, brokerage commissions and other fees or expenses
charged by the broker-dealer or broker-dealers involved will be paid by the
participants as described in this Prospectus. There are no brokerage commissions
or other fees charged to participants in connection with the purchase of shares
directly from Sky Financial. As of the date of this Prospectus, shares of common
stock for Plan participants are being purchased on the open market. While the
Plan is intended to benefit existing shareholders who want to increase their
investment in Sky Financial, if common stock for the Plan is purchased directly
from Sky Financial, the Plan would also be a source of additional equity capital
for the company.
Under certain circumstances, a purchaser of common stock or a participant
in a distribution of the common stock may be deemed to be an "underwriter"
within the meaning of the Securities Act of 1933 and subject to obligations
(including an obligation to deliver a prospectus) and liabilities thereunder.
Common stock purchased by such a participant may be sold in one or more
transactions (which may include block transactions) on a relevant stock exchange
or in the over-the-counter market, in negotiated transactions, through the
writing of options on the stock (whether such options are listed on an options
exchange or otherwise) or a combination of such methods of resale and at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such participant and/or the
purchasers of any such common stock. Any discount received from Sky Financial,
and any profit made on any such resale and commissions or concessions received,
by any such participants may be deemed to be underwriting compensation under the
Securities Act of 1933.
10
<PAGE> 12
USE OF PROCEEDS
Sky Financial does not know the number of shares of common stock that will
be purchased directly from it under the Plan. Proceeds to Sky Financial from the
sale of original issue shares or treasury shares through the Plan, if any, will
be used for general corporate purposes.
VALIDITY OF SHARES
The validity of Sky Financial's common stock and the associated preferred
share purchase rights covered by this Prospectus will be passed upon by Squire,
Sanders & Dempsey, L.L.P.
EXPERTS
Crowe, Chizek and Company LLP, independent certified public accountants,
audited Bancshares' consolidated financial statements as of December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997,
and Bancshares' supplemental consolidated financial statements and The Ohio
Bank's financial statements for the same periods. Bancshares' Annual Report on
Form 10-K includes the consolidated financial statements and the auditor's
report thereon. Bancshares' Current Report on Form 8-K dated June 25, 1998
contains Bancshares' supplemental consolidated financial statements and the
auditor's report thereon. The Ohio Bank's financial statements and the auditor's
report thereon are incorporated by reference into Bancshares' Current Report on
Form 8-K dated September 23, 1998. Such financial statements have been so
incorporated in reliance on the report of Crowe, Chizek and Company LLP as
experts in accounting and auditing.
The consolidated financial statements of Century Financial Corporation
("Century") incorporated in this Prospectus by reference to Century's Annual
Report on Form 10-K for the year ended December 31, 1997, included in
Bancshares' Current Report on Form 8-K dated June 25, 1998 and Bancshares'
Current Report on Form 8-K/A dated June 25, 1998, have been so incorporated in
reliance on the report of S.R. Snodgrass, A.C., given upon the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements of Mid Am, Inc. incorporated in this
Prospectus by reference to Mid Am, Inc.'s Annual Report on Form 10-K for the
year ended December 31,1997 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
AVAILABLE INFORMATION
Sky Financial files proxy statements, annual, quarterly and special
reports, and other information with the Securities and Exchange Commission
("SEC"). Such proxy statements, reports and other information may be inspected
and copied at the SEC's public reference room located at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and the SEC's Regional
Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. You can call the SEC for further information about their public reference
rooms at 1-800-732-0330. You can write to the SEC for copies of such material
at: Public Reference Section, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. There is a charge for such copies. Such
material is also available at the SEC's website at http://www.sec.gov. Sky
Financial's shares are listed on the Nasdaq Stock Market. Reports and other
information concerning Sky Financial may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
11
<PAGE> 13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Sky Financial to incorporate documents by reference in this
Prospectus. This means that by listing or referring to a document which Sky
Financial has filed with the SEC in this Prospectus, that document is considered
to be a part of this Prospectus. When Sky Financial updates the information
contained in such documents by making future filings with the SEC, the
information incorporated by reference in this Prospectus is considered to be
automatically updated.
The following documents filed with the SEC by Citizens Bancshares, Inc. (to
be renamed Sky Financial Group, Inc.) ("Bancshares") are incorporated by
reference into this Prospectus: (1) the Annual Report on Form 10-K of Bancshares
for the year ended December 31, 1997 (the "1997 Bancshares 10-K"); (2) the
portions of Bancshares' Proxy Statement for the Annual Meeting of Shareholders
held on May 11, 1998 that have been incorporated by reference into the 1997
Bancshares 10-K; (3) Bancshares' Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998; (4) Bancshares' Current Reports on Form
8-K, dated January 2, 1998, May 21, 1998, June 2, 1998, June 25, 1998, July 24,
1998, July 29, 1998 and September 23, 1998 and on Form 8-K/A, dated June 25,
1998; (5) the description of Bancshares' common stock contained in Bancshares'
registration statements filed pursuant to Section 12 of the Securities Exchange
Act of 1934 (and any amendment or report filed for the purpose of updating such
description); and (6) all documents filed by Bancshares pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Prospectus and before termination of the Plan.
The following documents filed by Mid Am, Inc. ("Mid Am") are incorporated
by reference into this Prospectus: (1) Mid Am's Annual Report on Form 10-K for
the year ended December 31, 1997 (the "1997 Mid Am 10-K"); (2) the portions of
Mid Am's Proxy Statement for the Annual Meeting of Shareholders held on April
24, 1998 that have been incorporated by reference into the 1997 Mid Am 10-K; (3)
Mid Am's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998; and (4) Mid Am's Current Reports on Form 8-K, dated January
28, 1998, May 7, 1998, May 21, 1998 and August 3, 1998.
Upon request, Sky Financial will provide, without charge, a copy of any or
all of the documents incorporated by reference into this Prospectus (other than
exhibits to such documents, unless the exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to:
Sky Financial Group, Inc., 221 South Church Street, Bowling Green, Ohio 43402,
Attention: Corporate Secretary, telephone number (419) 327-6331.
You should only rely on the information incorporated by reference or
contained in this Prospectus or any Prospectus Supplement. Sky Financial has not
authorized anyone to provide you with different information. Sky Financial is
not making an offer of its shares in any state or country where the offer is not
permitted. You should not assume that the information in this Prospectus or any
Prospectus Supplement is accurate as of a later date than the date of this
Prospectus or any Prospectus Supplement.
12
<PAGE> 14
- - -------------------------------------------------------
- - -------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SKY FINANCIAL. THIS PROSPECTUS
IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER
OR SOLICITATION. EXCEPT AS OTHERWISE INDICATED HEREIN, THIS PROSPECTUS SPEAKS AS
OF ITS DATE AND DOES NOT PURPORT TO REFLECT ANY CHANGES WHICH MAY HAVE OCCURRED
IN THE AFFAIRS OF SKY FINANCIAL THEREAFTER.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company.................................. 2
The Plan..................................... 2
Purpose of the Plan........................ 2
Features of the Plan....................... 2
Advantages............................... 2
Eligibility.............................. 3
Administration........................... 3
How to Enroll............................ 4
Reinvestment Options..................... 4
Optional Cash Investments................ 5
Dividend Reinvestment and Optional Cash
Investment Dates....................... 5
Source and Price of Shares Purchased..... 6
Sale of Shares........................... 6
Certificates............................. 6
Share Transfer Within the Plan........... 7
Withdrawal from the Plan/Amendment and
Termination of the Plan................ 7
Account Statements....................... 7
Stock Splits, Stock Dividends and Other
Distributions.......................... 8
Proxies and Voting....................... 8
Federal Income Tax Information........... 8
Summary of Plan Services and Fees........ 8
Other Information........................ 9
Securities and Exchange Commission Position
on Indemnification for Securities Act
Liability.................................. 10
Plan of Distribution......................... 10
Use of Proceeds.............................. 11
Validity of Shares........................... 11
Experts...................................... 11
Available Information........................ 11
Incorporation of Certain Documents By
Reference.................................. 12
</TABLE>
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
SKY FINANCIAL STOCK DIRECT
DIVIDEND REINVESTMENT AND
DIRECT STOCK PURCHASE
AND SALE PLAN
---------------------
PROSPECTUS
---------------------
SEPTEMBER 23, 1998
SKY FINANCIAL LOGO
- - -------------------------------------------------------
- - -------------------------------------------------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 9,997.73
Nasdaq Stock Market listing fees............................ 17,500.00
Printing expenses........................................... 7,500.00
----------
Total.................................................. $34,997.73
==========
</TABLE>
- - -------------------------
* All amounts other than the registration fee are estimated. These expenses do
not include annual recurring costs for the operation of the Plan.
ITEM 16. EXHIBIT SCHEDULE.
The following are filed as exhibits to this Registration Statement.
<TABLE>
<S> <C>
4(a) The Registrant's Fifth Amended Articles of Incorporation,
incorporated by reference to Exhibit 3(1) to Bancshares'
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.
4(b) The Registrant's Code of Regulations incorporated by
reference to Exhibit 3(2) to Bancshares' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4(c) Rights Agreement, including the form of Series A
Participating Preferred Stock, $10.00 par value, dated as of
July 21, 1998, between Bancshares and The Citizens Banking
Company, as Rights Agent, incorporated by reference to the
Registrant's Registration Statement on Form 8-A, dated
September 17, 1998.
5 Opinion of Squire, Sanders & Dempsey L.L.P. regarding
legality.
23(a) Consent of Crowe, Chizek and Company LLP.
23(b) Consent of Crowe, Chizek and Company LLP.
23(c) Consent of S.R. Snodgrass, A.C.
23(d) Consent of PricewaterhouseCoopers LLP.
23(e) Consent of Squire, Sanders & Dempsey L.L.P. (included in
Exhibit 5).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
<PAGE> 16
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE> 17
SIGNATURES
-----------------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salineville, Ohio, on the 23rd day of September, 1998.
CITIZENS BANCSHARES, INC.
By: /s/ MARTY E. ADAMS
--------------------------------------
Marty E. Adams
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<C> <S>
/s/ MARTY E. ADAMS September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Marty E. Adams, President, Chief Executive Officer Date
and Director
/s/ WILLIAM L. WHITE, III September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
William L. White, III Date
Chief Financial Officer and Principal Accounting
Officer
/s/ JAMES C. MCBANE September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
James C. McBane, Director Date
/s/ FRED H. JOHNSON, III September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Fred H. Johnson, III, Director Date
/s/ KEITH D. BURGETT September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Keith D. Burgett, Director Date
/s/ WILLARD L. DAVIS September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Willard L. Davis, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Fred H. Johnson, Director Date
/s/ KENNETH E. MCCONNELL September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Kenneth E. McConnell, Director Date
</TABLE>
<PAGE> 18
<TABLE>
<C> <S>
/s/ GLENN F. THORNE September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
Glenn F. Thorne, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Gerard P. Mastroianni, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Elden L. Surbey, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Del E. Goedeker, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Charles J. Homan, Director Date
- - --------------------------------------------------- ---------------------------------------------------
Joseph W. Tosh, II, Director Date
/s/ H. LEE KINNEY September 23, 1998
- - --------------------------------------------------- ---------------------------------------------------
H. Lee Kinney, Director Date
</TABLE>
<PAGE> 19
EXHIBIT INDEX
-------------------
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- - ------- -----------
<C> <S>
4(a) The Registrant's Fifth Amended Articles of Incorporation,
incorporated by reference to Exhibit 3(1) to Bancshares'
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.
4(b) The Registrant's Code of Regulations incorporated by
reference to Exhibit 3(2) to Bancshares' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4(c) Rights Agreement, including the form of Series A
Participating Preferred Stock, $10.00 par value, dated as of
July 21, 1998, between Bancshares and The Citizens Banking
Company, as Rights Agent, incorporated by reference to the
Registrant's Registration Statement on Form 8-A, dated
September 17, 1998.
5 Opinion of Squire, Sanders & Dempsey L.L.P. regarding
legality.
23(a) Consent of Crowe, Chizek and Company LLP.
23(b) Consent of Crowe Chirek and Company LLP.
23(c) Consent of S.R. Snodgrass, A.C.
23(d) Consent of PricewaterhouseCoopers LLP.
23(e) Consent of Squire, Sanders & Dempsey L.L.P. (included in
Exhibit 5).
</TABLE>
<PAGE> 1
EXHIBIT 5
[SQUIRE, SANDERS & DEMPSEY L.L.P. LETTERHEAD]
September 23, 1998
Citizens Bancshares, Inc.
10 East Main Street
Salineville, Ohio 43945
Dear Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3
("Registration Statement") to be filed by Citizens Bancshares, Inc.
("Bancshares") in connection with the issuance of up to 1,000,000 of its
common shares, no par value (the "Bancshares Common Shares") pursuant to Sky
Financial Stock Direct, the Dividend Reinvestment and Direct Stock Purchase and
Sale Plan of Sky Financial Group, Inc. We have examined the Plan (as set forth
in the Registration Statement), the Shareholder Rights Plan, dated as of July
21, 1998, between Bancshares and The Citizens Banking Company (the "Rights
Plan") and such documents and matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that (i) the Bancshares
Common Shares, when issued by Bancshares as contemplated in the Plan, will be
legally issued, fully paid and nonassessable and (ii) the preferred share
purchase rights associated with the Bancshares Common Shares, when and to the
extent issued in accordance with the Rights Plan, will be validly issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the caption "Legal
Opinions" in the prospectus/proxy statement contained therein.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Citizens
Bancshares, Inc. ("the Corporation") of our report dated January 16, 1998 on
the Corporation's consolidated balance sheets of as of December 31, 1997 and
1996 and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1997, which report is incorporated by reference in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997, and of our report
dated May 12, 1998 on the Corporation's supplemental consolidated balance
sheets as of December 31, 1997 and 1996, and the related supplemental
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997, which
report is included in the Corporation's Current Report on Form 8-K dated June
25, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
CROWE, CHIZEK AND COMPANY LLP
CROWE, CHIZEK AND COMPANY LLP
Columbus, Ohio
September 22, 1998
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Citizens
Bancshares, Inc. ("the Corporation") of our report dated February 19, 1998 on
The Ohio Bank's balance sheets of as of December 31, 1997 and 1996 and the
related statements of income, shareholders' equity and cash flows for each of
the three years in the period ended December 31, 1997, which report is
incorporated by reference in the Corporation's Current Report on Form 8-K dated
September 23, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
CROWE, CHIZEK AND COMPANY LLP
CROWE, CHIZEK AND COMPANY LLP
Columbus, Ohio
September 22, 1998
<PAGE> 1
[SNODGRASS LETTERHEAD]
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Proxy
Statement/Prospectus which is part of this Registration Statement of Citizens
Bancshares, Inc. on Form S-3 of our report dated January 16, 1998 (relating to
the consolidated financial statements of Century Financial Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997) which is incorporated by reference in Form 8-K and Form
8-K/A filed by Citizens Bancshares, Inc. dated June 25, 1998.
We also consent to the reference to us under the heading "Experts" in such Joint
Proxy Statement/Prospectus.
S.R. Snodgrass, A.C.
Wexford, PA
September 21, 1998
<PAGE> 1
EXHIBIT 23(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Citizens
Bancshares, Inc. of our report dated January 19, 1998, which appears on page
S-27 of Mid Am, Inc.'s 1997 Annual Report Supplement to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Memphis, Tennessee
September 22, 1998
