<PAGE> 1
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1998
Commission File Number 0-18209
SKY FINANCIAL GROUP, INC.
-------------------------
Formerly known as CITIZENS BANCSHARES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1372535
- ---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 South Church Street, Bowling Green, Ohio 43945
- -------------------------------------------- -------
(Address of principal executive offices)
Registrant's telephone number, 419/327-6300
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such report(s) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
On November 13, 1998 there were 35,684,989 shares of Common Stock, without par
value, of Sky Financial Group, Inc., outstanding.
<PAGE> 2
SKY FINANCIAL GROUP, INC.
-------------------------
(Formerly known as)
CITIZENS BANCSHARES, INC.
-------------------------
FORM 10-Q
---------
QUARTER ENDED September 30, 1998
Part I - Financial Information
ITEM 1 FINANCIAL STATEMENTS
- ----------------------------
Interim Financial Information for Citizens Bancshares, Inc. required by Rule
10-01 of Regulation S-X is included in this Form 10-Q (prior to the October,
1998 merger with Mid Am, Inc. (See Note 8) as referenced below:
<TABLE>
<CAPTION>
Page
Number
------
Financial Statements
- --------------------
<S> <C>
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Comprehensive Income 5
Condensed Consolidated Statements of Changes in
Shareholders' Equity 5
Condensed Consolidated Statements of
Cash Flows 6
Notes to the Consolidated Financial
Statements 7 - 17
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 18 - 23
-----------------------------------
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 23
- ----------------------------------------------------------------
PART II - OTHER INFORMATION 24 - 27
- ---------------------------
Exhibit Index 24 - 27
Signatures 28
</TABLE>
2
<PAGE> 3
CITIZENS BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) 1998 1997
------------- ---------------
<S> <C> <C>
ASSETS
Cash and due from banks.................................................. $ 46,047 $ 54,043
Federal funds sold....................................................... 21,400 21,960
---------- ----------
Total cash and cash equivalents..................................... 67,447 76,003
Interest-bearing deposits with financial institutions.................... 7,639 4,661
Securities available for sale (Note 2)................................... 513,988 432,306
Securities held to maturity (estimated market value of $88,018
at December 31 (Note 2)............................................... 87,207
Total loans (Note 3)..................................................... 1,171,457 1,127,846
Less allowance for loan losses (Note 4)................................ (20,433) (18,276)
---------- ----------
Net loans........................................................... 1,151,024 1,109,570
Premises and equipment, net.............................................. 30,277 30,794
Bank owned life insurance................................................ 36,321 23,080
Accrued interest receivable and other assets............................. 33,610 27,402
---------- ----------
Total assets........................................................ $1,840,306 $1,791,023
========== ==========
LIABILITIES
Deposits:
Noninterest-bearing deposits............................................. $ 138,520 $ 134,217
Interest-bearing deposits................................................ 1,290,592 1,246,096
---------- ----------
Total deposits...................................................... 1,429,112 1,380,313
Securities sold under repurchase agreements and
Federal funds purchased................................................ 84,244 79,188
Federal Home Loan Bank advances.......................................... 148,305 160,765
Accrued interest payable and other liabilities........................... 15,555 14,090
---------- ----------
Total liabilities................................................... 1,677,216 1,634,356
---------- ----------
SHAREHOLDERS' EQUITY
Serial preferred stock, $10.00 par value; authorized
200,000 shares; none issued
Common stock, no par value; 36,000,000 shares
authorized; shares issued 17,743,617 and 17,738,935,
respectively.................................................... 29,285 31,189
Retained earnings........................................................ 130,467 122,106
Treasury stock at cost, (4,500 and 17,626 shares)........................ (5) (222)
ESOP obligations and unearned shares..................................... (325)
Unrealized gain on securities available for sale......................... 3,343 3,919
---------- ----------
Total shareholders' equity......................................... . 163,090 156,667
---------- ----------
Total liabilities and shareholders' equity.......................... $1,840,306 $1,791,023
========== ==========
</TABLE>
See notes to the consolidated financial statements
3
<PAGE> 4
CITIZENS BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
For the three months For the nine months
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) ended September 30, ended September 30,
1998 1997 1998 1997
-------- ------- ------- -------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees............................................... $26,195 $25,480 $78,828 $73,246
Securities
Taxable .......................................................... 7,523 7,526 22,827 21,447
Nontaxable........................................................ 435 445 1,281 1,331
Federal funds sold and other........................................ 524 393 1,268 1,201
--------- ---------- ---------- ---------
Total interest income........................................... 34,677 33,844 104,204 97,225
--------- ---------- ---------- ---------
INTEREST EXPENSE
Deposits............................................................ 13,725 13,245 41,045 37,524
Federal funds, repurchase agreements and other...................... 1,085 1,543 3,367 4,732
Federal Home Loan Bank advances..................................... 2,092 1.831 6,059 4,047
--------- ---------- ---------- ---------
Total interest expense.......................................... 16,902 16,619 50,471 46,303
--------- ---------- ---------- ---------
NET INTEREST INCOME.................................................... 17,775 17,225 53,733 50,922
PROVISION FOR LOAN LOSSES (NOTE 4)..................................... 635 672 4,044 1,887
--------- ---------- ---------- ---------
INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES........................................... 17,140 16,553 49,689 49,035
--------- ---------- ---------- ---------
OTHER INCOME
Service charges and fees on deposits................................ 1,118 1,176 3,436 3,342
Other income........................................................ 2,264 1,605 4,956 4,209
Increase in value in bank owned life insurance...................... 488 253 1,153 438
Investment gains (losses) (Note 2).................................. 13 3 366 (1)
--------- ---------- ---------- ---------
Total other income.............................................. 3,883 3,037 9,911 7,988
--------- ---------- ---------- ---------
OTHER EXPENSE
Salaries and employee benefits...................................... 5,504 5,465 15,584 16,104
Occupancy expense................................................... 807 777 2,420 2,304
Equipment expense................................................... 896 801 2,909 2,505
Merger, integration and restructure expense......................... 0 200 4,904 200
Other operating expense........................................... 3,147 3,160 10,165 9,251
--------- ---------- ---------- ---------
Total other expense............................................. 10,354 10,403 35,982 30,364
--------- ---------- ---------- ---------
INCOME BEFORE INCOME TAXES............................................ 10,669 9,187 23,618 26,659
INCOME TAXES.......................................................... 2,948 2,644 6,718 7,984
--------- ---------- ---------- ---------
NET INCOME............................................................ $ 7,721 $ 6,543 $16,900 $18,675
========= ========== ========== =========
BASIC EARNINGS PER COMMON SHARE....................................... $ .44 $ .37 $ .95 $ 1.06
========= ========== ========== =========
DILUTED EARNINGS PER COMMON SHARE..................................... $ .43 $ .37 $ .95 $ 1.05
========= ========== ========== =========
</TABLE>
See notes to the consolidated financial statements
4
<PAGE> 5
CITIZENS BANCSHARES, INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
For the nine months ended September 30,
---------------------------------------
1998 1997
---- ----
<S> <C> <C>
Net income $16,900 $18,675
Other comprehensive income, net of tax;
Unrealized gains/(losses) on securities available for sale (338) 2,267
Less: reclassification for accumulated gain/losses)
included in net income (238) 1
------- -------
Comprehensive income $16,324 $20,943
======= =======
</TABLE>
CITIZENS BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
For the nine months ended September 30,
---------------------------------------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) 1998 1997
----- -----
<S> <C> <C>
Balances at January, as previously reported..................... $103,277 $ 89,712
Restated to capital structure for pooling of interests (Note 8) 53,390 49,749
-------- --------
Balances at January 1, as restated.............................. 156,667 139,461
Net income...................................................... 16,900 18,675
Change in ESOP obligation and release of shares................. 325 63
Purchase of treasury stock...................................... (2,469) (351)
Sale of treasury stock.......................................... 448 232
Common stock issued and stock options exercised................. 178 260
Cash dividends declared($.47 per share in 1998 and
$.38 in 1997) and cash paid for fractional shares............... (8,383) (6,738)
Change in unrealized gain (loss) on securities
available for sale.............................................. (576) 2,268
-------- --------
Balances at September 30,....................................... $163,090 $153,870
========= ========
</TABLE>
See notes to the consolidated financial statements
5
<PAGE> 6
CITIZENS BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1998 1997
---- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES............................... $ 13,179 $ 29,423
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing deposits
with financial institutions....................................... (2,978) (842)
Securities available for sale:
Proceeds from sales............................................... 4,600
Proceeds from paydowns, maturities, calls....................... 121,484 61,397
Purchases......................................................... (142,796) (130,488)
Securities held to maturity:
Proceeds from paydowns, maturities, calls......................... 20,260 45,584
Purchases......................................................... (395) (48,281)
Loans purchased..................................................... (11,989)
Proceeds from commercial and credit card loans sold................. 16,845 2,000
Net increase in loans............................................... (55,597) (100,418)
Purchases of premises and equipment................................. (2,864) (3,997)
Proceeds from premises and equipment sold........................... 434
Purchase of life insurance contacts................................. (12,000) (20,000)
Sales of other real estate.......................................... 152 1,531
----------- -----------
Net cash from investing activities................................ (53,289) (205,069)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts.................................... 48,799 52,275
Cash dividends and fractional shares paid........................... (7,376) (6,567)
Net change in repurchase agreements and Federal funds purchased..... 5,056 (10,917)
Net change in short-term FHLB advances.............................. (65,710) 38,210
Proceeds from long-term FHLB advances............................... 71,500 60,400
Repayment of long-term FHLB advances................................ (18,250) (6,003)
Redemption of minority interest in subsidiary....................... (559) (561)
Proceeds from common stock issued and options exercised............. 115 260
Treasury stock purchase............................................. (2,469) (351)
Proceeds from Treasury stock sold................................... 448 232
Purchase of branch deposits, net.................................... 31,669
----------- -----------
Net cash from financing activities................................ 31,554 158,647
----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS................................ (8,556) (16,999)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......................... 76,003 78,888
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............................. $ 67,447 $ 61,889
=========== ===========
</TABLE>
See notes to the consolidated financial statements
6
<PAGE> 7
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of Citizens
Bancshares, Inc., ("Bancshares") and its wholly-owned subsidiaries, The Citizens
Banking Company ("Citizens"), Freedom Financial Life Insurance Company
("Insurance Company"), Freedom Express, Inc., and Century National Bank and
Trust Company ("Century"). All significant inter-company transactions have been
eliminated in consolidation. Bancshares' unaudited consolidated financial
statements have been restated for prior periods due to the March 6, 1998 merger
of UniBank, Steubenville, Ohio, ("UniBank") into Citizens and the May 12, 1998
merger of Century Financial Corporation and its subsidiary Century National Bank
and Trust Company. Both transactions have been accounted for as poolings of
interests. The unaudited consolidated statements give retroactive effect to the
transactions and, as a result, the consolidated balance sheets, statements of
income and statements of cash flows are presented as if Bancshares, UniBank and
Century had been consolidated for all periods presented.
Basis of Presentation
- ---------------------
These interim consolidated financial statements are prepared without audit and
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the consolidated financial position of Bancshares at September
30, 1998 and its results of operations and cash flows for the periods presented.
All such adjustments are of a normal, recurring nature. The consolidated
financial statements do not purport to contain all the necessary financial
disclosures required by generally accepted accounting principles that might
otherwise be necessary under the circumstances and should be read in conjunction
with the 1997 consolidated financial statements and notes thereto of Bancshares
included in its Annual Report to Shareholders for the year ended December 31,
1997.
Nature of Operations
- --------------------
Bancshares is a holding company that provides banking and financial services.
Its principal banking subsidiaries are Citizens, which operates primarily in the
eastern Ohio counties of Columbiana, Jefferson, Mahoning, Stark, Belmont and
Carroll; Hancock County, West Virginia, and Century, which operates in the
southwestern Pennsylvania counties of Beaver and Butler. The banks primary
services include accepting demand, savings and time deposits and granting
commercial, industrial, real estate and consumer loans. Bancshares' other
subsidiaries do not comprise a significant portion of its operations.
The provision for income taxes is based upon the effective tax rate expected to
be applicable for the entire year.
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1998 1997
---- ----
<S> <C> <C>
Cash paid during the period for:
Interest $50,277 $44,664
Income taxes 5,244 7,990
</TABLE>
7
<PAGE> 8
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Securities with an amortized cost of $6,512 were transferred from held to
maturity to available for sale in March 1998. These securities were owned by
UniBank prior to its merger with Citizens. With the acquisition of Century,
approximately $60 million was transferred from held to maturity to available for
sale. There were no significant differences between fair value and amortized
cost.
Comprehensive Income
- --------------------
Effective January 1, 1998, Bancshares adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and presentation of comprehensive income and
its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. It requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial statements. The adoption of SFAS No. 130
did not have a material impact on Bancshares.
Earnings Per Share
- ------------------
Basic earnings per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding for the period. Diluted
earnings per share is computed by dividing net income by the sum of such
weighted average number of shares and the potentially dilutive shares that could
occur through the issuance of common stock options.
The following table sets forth the number of shares used in the computation of
basic and diluted earnings per share.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Denominator for basic earnings per share:
Weighted-average shares outstanding 17,711,680 17,670,598 17,703,991 17,661,655
=========== ========== ========== ==========
Denominator for diluted earnings per share:
Weighted-average shares outstanding 17,711,680 17,670,598 17,703,991 17,661,655
Employee stock options 98,033 131,726 106,359 102,255
---------- ---------- ---------- ----------
Denominator for diluted earnings per share 17,809,713 17,802,324 17,810,350 17,763,910
========== ========== ========== ==========
</TABLE>
There are no convertible securities which would affect the calculation of basic
and diluted earnings per share.
8
<PAGE> 9
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Common Stock Split
- ------------------
On May 11, 1998, the Board of Directors approved a two-for-one stock split
distributed on June 1, 1998, to shareholders of record May 12, 1998. All
references to the number of average common shares and per share amounts for
previous periods have been restated to reflect the stock split.
Pending Accounting Standards
- ----------------------------
In 1998, the Financial Accounting Standards Board issued pronouncements dealing
with disclosures about segments of an enterprise, disclosures about pensions
and other postretirement benefits, accounting for derivative instruments and
hedging activities, and accounting for mortgage-backed securities retained
after the securitization of mortgage loans held for sale. Management does not
expect any of these pronouncements to have a material impact on Bancshares'
financial statements.
9
<PAGE> 10
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data
NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES
The amortized costs, unrealized gains and losses and estimated fair values are
as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
-------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE:
U.S. Treasury securities $ 48,136 $ 426 $ 48,562
U.S. Government agencies
and corporations 93,320 612 $ (86) 93,846
Obligations of states and
political subdivisions 38,436 1,028 (16) 39,448
Corporate and other securities 23,879 824 (253) 24,450
Mortgage-backed securities
GNMA, FHLMC and FNMA certificates 226,070 2,561 (801) 227,830
Agency collateralized mortgage obligations 46,171 340 (213) 46,298
Other 4,149 18 4,167
--------- ---------- ---------- ---------
Total debt securities available for sale 480,161 5,809 (1,369) 484,601
Marketable equity securities 28,702 685 29,387
--------- ---------- ---------- ---------
Total investment securities available for sale $508,863 $ 6,494 $ (1,369) $ 513,988
========= ========== ========== =========
</TABLE>
10
<PAGE> 11
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES - CONTINUED
The amortized costs, unrealized gains and losses and estimated fair values are
as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE:
U.S. Treasury securities $ 19,963 $ 124 $ (3) $ 20,084
U.S. Government agencies
and corporations 82,934 1,164 (161) 83,937
Obligations of states and
political subdivisions 14,278 480 (36) 14,722
Corporate and other securities 27,870 328 (108) 28,090
Mortgage-backed securities 263,638 1,425 (596) 264,467
Marketable equity securities 17,610 3,397 (1) 21,006
---------- --------- -------- ---------
Total investment securities available for sale $ 426,293 $ 6,918 $ (905) $ 432,306
========== ========= ======== =========
SECURITIES HELD TO MATURITY:
U.S. Treasury securities $ 38,618 $ 158 $ (8) $ 38,768
U.S. Government agencies and corporations 22,981 51 (13) 23,019
Obligations of states and political
subdivisions 22,013 428 22,441
Mortgage-backed securities 2,099 219 2,318
Corporate and other securities 1,496 (24) 1,472
---------- --------- -------- ---------
Total investment securities held to maturity $ 87,207 $ 856 $ (45) $ 88,018
========== ========= ======== =========
</TABLE>
11
<PAGE> 12
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES - CONTINUED
The amortized cost and estimated market value of debt securities at September
30, 1998 by contractual maturity are shown below. Expected maturities will
likely differ from contractual maturities because some issuers have the right to
call or repay obligations at any time with or without penalty.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DEBT SECURITIES AVAILABLE FOR SALE:
Due in one year or less $ 43,004 $ 43,231
Due after one year through five years 70,853 70,800
Due after five years through ten years 73,566 75,328
Due after ten years 16,348 16,947
Mortgage-backed securities 276,390 278,295
---------- ----------
Total debt securities available for sale $ 480,161 $ 484,601
========== ==========
</TABLE>
Gross gains and losses were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30,
------------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross gains $ 13 $ 3 $ 374 $3
Gross losses 0 0 8 4
</TABLE>
No securities were sold during the three month period ending September 30, 1998
or 1997. The gains were recognized due to US Agency issues being called.
12
<PAGE> 13
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 3 - LOANS
The following table represents the composition of Bancshares' loan portfolio:
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Commercial, financial and agricultural $ 270,603 $ 250,569
Residential real estate mortgage 496,131 449,828
Commercial real estate 219,563 221,227
Construction 16,111 15,591
Consumer 156,520 184,296
Real estate mortgage loans held for sale 12,529 6,335
------------- ------------
Total loans $ 1,171,457 $ 1,127,846
============= ============
</TABLE>
NOTE 4 - ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------------
1998 1997
-------- --------
<S> <C> <C>
Balance at January 1 $18,276 $ 15,629
Provision for loan losses 4,044 1,887
Recoveries 739 842
Loans charged-off (2,626) (2,052)
-------- --------
Balance at September 30 $ 20,433 $ 16,306
======== ========
</TABLE>
13
<PAGE> 14
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 4 - ALLOWANCE FOR LOAN LOSSES - CONTINUED
Nonperforming assets include nonperforming loans and other real estate owned.
Nonperforming loans consists of nonaccrual loans, loans 90 days or more past due
and restructured loans. Nonaccrual loans represent loans on which interest
accruals have been discontinued and any previously accrued interest is reversed
against current income.
Restructured loans are loans with respect to which a borrower has been granted a
concession on the interest rate or the original repayment terms because of
financial difficulties.
The following table sets forth information regarding nonperforming assets:
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Nonaccrual loans $ 3,467 $ 5,203
Loans past due 90 days or more 2,861 1,446
Restructured loans 213 211
------------- ------------
Total nonperforming loans $ 6,541 $ 6,860
============= ============
</TABLE>
Total nonperforming assets at September 30, 1998 totaled $6,606 compared to
$7,026 at December 31, 1997.
Information regarding impaired loans is as follows:
<TABLE>
<CAPTION>
For the nine months ended September 30,
1998 1997
------- ------
<S> <C> <C>
Average investment in impaired loans $ 5,443 $ 4,786
Interest income recognized on impaired loans 444 342
Interest income received on impaired loans 364 257
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1998 1997
---- ----
<S> <C> <C>
Balance of impaired loans $4,814 $5,025
Specific allocation associated with
impaired loans 499 545
</TABLE>
14
<PAGE> 15
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 5 - CONCENTRATIONS OF CREDIT RISK
Bancshares, through its subsidiary banks, grants residential, consumer and
commercial loans to customers located primarily in the eastern Ohio counties of
Columbiana, Jefferson, Stark, Mahoning, Carroll and Belmont, Hancock county in
West Virginia and Beaver and Butler counties in Pennsylvania.
Real estate mortgage loans, including construction loans and loans held for
sale, totaled $512,242 of loans at September 30, 1998, and are secured primarily
by 1 - 4 family residences. Commercial real estate loans comprised 18.74% of
loans at September 30, 1998 and represent borrowings secured by commercial
buildings and real estate primarily in the Citizens, Century and FNB market
areas.
Also at September 30, 1998, 9.3% of total loans were to a group of related
enterprises involved in purchasing pools of one-to-four family residential, home
equity and other consumer loans. The primary repayment source for the latter is
the underlying pools of consumer and mortgage debt that represent diverse loan
types and geographic distribution.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Citizens and Century are parties to financial instruments which involve
off-balance sheet risk. These instruments are entered into in the normal course
of business to meet the financing needs of their customers. These financial
instruments include commitments to make loans. There were $77,774 in variable
rate commitments and $12,523 in fixed rate commitments at September 30, 1998.
The fixed rate commitments have an interest rate range of 5.875% to 7.625%.
There were $72,353 in variable rate commitments and $4,824 in fixed rate
commitments at year end 1997. The fixed rate commitments have an interest rate
range of 6.375% to 8.00%. All fixed rate mortgage real estate commitments expire
after sixty days. Since many expire without being used, these amounts do not
necessarily represent future cash commitments.
The exposure to credit loss in the event of nonperformance by the other party to
the financial instrument for commitments to make loans and lines and letters of
credit is represented by the contractual amount of those instruments. Citizens
and Century follow the same credit policy to make such commitments as is
followed for those loans recorded in the financial statements. In management's
opinion, these commitments represent normal banking transactions and no material
losses are expected to result therefrom. Collateral obtained upon exercise of
the commitments is determined using management's credit evaluation of the
borrower and may include real estate and/or business assets.
15
<PAGE> 16
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 6 - COMMITMENTS AND CONTINGENCIES - CONTINUED
Citizens and Century are involved in various legal actions arising in the
ordinary course of business. In the opinion of management, the outcome of these
matters will not have a material effect on Bancshares.
Bancshares' subsidiary banks were required to have approximately $17,574 of cash
on hand or on deposit with the Federal Reserve Bank to meet regulatory reserve
requirements at September 30, 1998. These balances do not earn interest.
NOTE 7 - FEDERAL HOME LOAN BANK ADVANCES
Federal Home Loan Bank advances at September 30, 1998 were:
<TABLE>
<CAPTION>
Maturity or first
Amount Rate repricing date
-------- ---- --------------
<S> <C> <C> <C>
$119,805 5.41% 1998
23,500 6.15 1999
5,000 5.59 2001
--------
$148,305
========
</TABLE>
NOTE 8 -MERGERS AND ACQUISITIONS
Effective October 2, 1998, Bancshares completed the merger with Mid Am, Inc.,
Bowling Green, Ohio, by exchanging 18.0 million shares of its common stock for
all of the common stock of Mid Am. Each share of Mid Am was exchanged for .77 of
one share of Bancshares common stock. In addition, outstanding Mid Am employee
stock options were converted at the same exchange factor into options to
purchase 1.3 million shares of Bancshares common stock. The resulting company
was renamed Sky Financial Group, Inc., ("Sky"). The merger constituted a tax-
free reorganization and has been accounted for as a pooling of interests. The
results of operations for the separate companies and the combined amounts
presented in the consolidated financial statements follow.
<TABLE>
<CAPTION>
Nine Months Ended Year Ended Year Ended
September 30, December 31, December 31,
(Thousands of dollars) 1998 1997 1996
- ---------------------- ---- ---- ----
<S> <C> <C> <C>
Net Interest Income
Bancshares $ 53,733 $ 68,458 $ 66,565
Mid Am 67,906 89,526 84,914
---------- ----------- ----------
Combined $ 121,639 $ 157,984 $ 151,479
========== =========== ==========
Net Income
Bancshares $ 16,900 $ 22,420 $ 21,730
Mid Am 23,053 30,881 25,992
---------- ----------- ----------
Combined $ 39,953 $ 53,301 $ 47,722
========== =========== ==========
</TABLE>
16
<PAGE> 17
CITIZENS BANCSHARES, INC.
-------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 8 -MERGERS AND ACQUISITIONS-CONTINUED
In connection with the merger and the anticipated merger of Sky and The Ohio
Bank (discussed below), Sky expects to record a fourth quarter pretax charge to
operating expense estimated to be between $35 and $45 million for direct and
other merger-related costs pertaining to these merger transactions, the
subsequent expected reorganization of the banking affiliates from 8 to 3 banking
entities, duplicate facilities, certain restructuring programs and to conform
accounting practices of the merged companies.
On July 22, 1998, Bancshares and The Ohio Bank ("Ohio Bank") Findlay, Ohio,
announced a Definitive Agreement to merge. Under the terms of the agreement,
Ohio Bank shareholders will receive 63.25 shares of Bancshares common stock for
each Ohio Bank share owned as a tax-free exchange, to be accounted for as a
pooling of interest. Approximately 5 million shares will be issued in this
transaction.
Effective May 12, 1998, Century Financial Corporation and its wholly owned
subsidiary, Century National Bank and Trust Company affiliated with Bancshares
by merging into Bancshares with Century National Bank and Trust Company
operating as a subsidiary of Bancshares. The transaction was affected through
the exchange of .7926 common shares of Bancshares (after giving affect to the
two-for-one stock split) for each of Century Financial Corporation's 5,121,914
outstanding common shares with cash paid in lieu of fractional shares. Century
Financial Corporation had consolidated assets of $453 million and operated 13
offices in Beaver County and one office in Butler County through Century.
Effective March 6, 1998, UniBank affiliated with Bancshares by merging into
Citizens. The transaction was affected through the exchange of 26.50 common
shares of Bancshares for each of UniBank's 75,000 outstanding shares (total of
1,889,998 after giving effect to the two-for-one stock split) with cash paid in
lieu of fractional shares. UniBank had assets of $217 million with ten offices
in Jefferson County which are now operating as branches of Citizens.
The following is a summary of separate results of operations for Bancshares,
UniBank and Century Financial Corporation for the three months and nine months
ended September 30, 1997.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1997 September 30, 1997
------------------ ------------------
Net interest income Net income Net interest income Net income
------------------- ---------- ------------------- ----------
<S> <C> <C> <C> <C>
Bancshares $ 10,582 $ 4,441 $ 31,738 $ 12,883
UniBank 1,272 596 6,200 1,731
Century 4,371 1,506 12,984 4,061
</TABLE>
17
<PAGE> 18
CITIZENS BANCSHARES, INC.
-------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS.
- --------------
(Dollars in thousands, except per share data)
The purpose of this discussion is to focus on information concerning the
consolidated financial condition of Bancshares at September 30, 1998, compared
to December 31, 1997, and the results of operations for the quarter ended
September 30, 1998, as compared to the same period in 1997, which is not
otherwise apparent from the financial statements. This discussion should be read
in conjunction with the interim consolidated financial statements and the
footnotes thereto included elsewhere in this Form 10-Q. Forward-looking
statements contained in this discussion involve risks and uncertainties and are
subject to change based on various important factors. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements, and the purpose of this paragraph is to secure the use of the safe
harbor provisions. While Bancshares believes that the assumptions underlying the
forward-looking statements contained herein and in other public documents are
reasonable, any of the assumptions could prove to be inaccurate, and
accordingly, actual results and experience could differ materially from the
anticipated results or other experiences expressed by Bancshares in its
forward-looking statements.
RESULTS OF OPERATIONS
Net income for the nine months ended September 30, 1998 decreased $1,775 or 9.5%
as compared to the comparable period in 1997. The decrease results from a $2,157
increase to the provision for loan loss resulting from the addition of $2,000 at
Century to raise its allowance to the level held at Bancshares at December 31,
1997. Additionally, a $4,904 charge to merger, integration and restructure
expense (primarily related to the Century and UniBank acquisitions) covered the
one-time costs of severance, early retirement, investment banking, duplicate
facilities and consolidation of the data processing, bookkeeping and branch
facilities acquired in the UniBank, Century transactions. The earnings per
common share for the nine months of 1998 were $.95 representing a decrease of
9.5% from the $1.05 earned per share in the comparable period in 1997.
Net income, was $7,721 for the third quarter of 1998 and increased 18.0% from
the $6,543 earned in the comparable period in 1997. Basic earnings per share for
the third quarter of 1998 were $.44, with diluted earnings per share being $.43,
representing an increase of 18.9% and 16.2% respectively, over the $.37 basic
and diluted earnings per share for the comparable period in 1997.
The provision for loan losses of $635 for the quarter ended September 30, 1998
decreased $37 from the comparable period in 1997.
18
<PAGE> 19
CITIZENS BANCSHARES, INC.
-------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS - (CONTINUED)
- ---------------------------
(Dollars in thousands, except per share data)
RESULTS OF OPERATIONS - CONTINUED
Total other income of $3,883 for the third quarter of 1998 increased $846 or
27.9% from the comparable period in 1997. This increase was primarily the result
of income earned on the bank owned life insurance ("BOLI"). The cash surrender
value of the life insurance increased $488 for the third quarter of 1998.
Citizens implemented the single premium BOLI to offset the cost of employee
benefits. The rise in other income also was affected by the sale of loans of
$300 for the three months ended September 30, 1998 and $237 for the three months
ended September 30, 1997. The gain on the sale of the Master Card / Visa loan
portfolio also contributed to the rise in other income by approximately $424.
Total other expense of $10,354 for the third quarter of 1998 decreased $49 or
.5% from the comparable period in 1997. This decrease was primarily because no
merger, integration and restructure expense was incurred in the third quarter of
1998 as compared to the same period in 1997, which included $200 in merger,
integration and restructure expense.
Excluding the nonrecurring after tax expense and income items discussed above,
return on average shareholders' equity was 14.22% and return on average assets
was 1.25%. In addition, excluding the nonrecurring after tax expense and income,
Bancshares' efficiency ratio, a measure of operating efficiency, was 47.95% for
the nine months ended 1998, as compared to 49.88% for the nine months ended
1997.
<TABLE>
<CAPTION>
NET INTEREST INCOME
For the nine months ended September 30,
1998 1997
---- ----
<S> <C> <C>
Net interest income $53,733 $50,922
Taxable equivalent adjustment 2,083 1,932
------- -------
Net interest income taxable equivalent $55,816 $52,854
======= =======
Net interest margin 4.24% 4.36%
Taxable equivalent adjustment .16 .17
---- ----
Net interest margin taxable equivalent 4.40% 4.53%
==== ====
</TABLE>
Net interest income taxable equivalent of $55,816 for the nine months ended
September 30, 1998, increased $2,962 from the comparable period in 1997.
The net interest margin, fully taxable equivalent of 4.40% for the first nine
months of 1998, decreased from 4.53% for the comparable period in 1997. The
yield on average earning assets was 8.21% for the first nine months of 1998
compared to 8.32% for the comparable period in 1997. The cost of interest
bearing liabilities was 4.50% for the first nine months of 1998 compared to
4.53% for the comparable period in 1997.
19
<PAGE> 20
CITIZENS BANCSHARES, INC.
-------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONTINUED).
- -----------------------
(Dollars in thousands, except per share data)
CHANGES IN FINANCIAL CONDITION
Total assets of $1,840,306 at September 30, 1998 increased $49,283 or 2.75%
compared to year-end 1997. Total deposits at September 30, 1998 of $1,429,112
increased $48,799 from December 31, 1997. These lower cost sources of funds were
used to purchase investment and mortgage-backed securities available for sale
and to fund loan growth. Net loans totaled $1,151,024 at September 30, 1998,
representing an increase of $41,454 or 3.7% since year-end 1997. The increase in
the loan portfolio during the first nine months of 1998 occurred mostly in 1-4
family residential mortgages.
Investment securities available for sale of $513,988 at September 30, 1998
increased $81,682 or 19.0% when compared to December 31, 1997. This increase
partially results with Bancshares transferring securities held to maturity with
an amortized cost of $6,512 to available for sale on March 6, 1998. These
securities were owned by UniBank prior to its merger with Citizens (Note 8) with
no significant difference between fair value and amortized cost. They were
transferred to conform the combined entity with Bancshares existing interest
rate position. Additionally, Bancshares reclassed its remaining held to maturity
portfolio with the merger of Century. Approximately $60 million was transferred
with no significant difference between fair value and amortized cost.
Bancshares allowance for loan losses was $20,433 at September 30, 1998 compared
to $18,276 at December 31, 1997. This represents a $2,157 or 11.8% increase over
the December 31, 1997 balance. Contributing to this increase was a $4,044 loan
loss provision charged to operations during the first nine months of 1998, of
which $2,000 additional provision for loan losses were related to the Century
acquisition to conform Century's loan loss allowance with Bancshares' level.
NONPERFORMING ASSETS
Nonperforming loans as a percentage of total loans were .56% at September 30,
1998, as compared to .61% at December 31, 1997. The allowance for loan losses as
a percentage of total loans at September 30, 1998 was 1.74% compared to 1.62% at
December 31, 1997. Nonperforming loans as a percentage of the allowance for loan
losses decreased to 32.0% at September 30, 1998, from 37.5% at December 31,
1997.
Other real estate totaled $65 at September 30, 1998 and $166 at December 31,
1997, respectively.
Bancshares continues to analyze the adequacy of its allowance for loan losses as
a percentage of total loans on a quarterly basis. Annualized net charge-offs
constituted .22% of average loans for the nine months ended September 30, 1998,
as compared to .15% for the year ended December 31, 1997.
20
<PAGE> 21
CITIZENS BANCSHARES, INC.
-------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONTINUED).
- -----------------------
(Dollars in thousands, except per share data)
LIQUIDITY
Bancshares' liquidity position remained strong during the third quarter of 1998.
Core deposits, representing Bancshares' largest most stable and generally least
costly source of funds, totaled $1,275,963 and were 110.9% of total net loans at
September 30, 1998. The core deposit levels at September 30, 1998 approximated
the levels at year-end 1997.
Cash and cash equivalents, interest-bearing time deposits and securities
available for sale are Bancshares' most liquid assets. At September 30, 1998,
these assets totaled $589,074, an increase of $76,104 or 14.8% from December 31,
1997.
Management believes that Bancshares' liquidity position is strong based on its
high level of cash, cash equivalents, core deposits, the stability of its other
funding sources and its capital base.
21
<PAGE> 22
CITIZENS BANCSHARES, INC.
-------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONTINUED).
- -----------------------
(Dollars in thousands, except per share data)
CAPITAL RESOURCES
Shareholders' equity totaled $163,090 at September 30, 1998, compared to
$156,667 at December 31, 1997. The ratio of shareholders' equity to assets was
8.86% at September 30, 1998 and 8.75% at December 31, 1997.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998 December 31, 1997
-------------------------- ------------------------
AMOUNT PERCENT Amount Percent
------ ------- ------ -------
<S> <C> <C> <C> <C>
Tier 1 risk-based capital
Actual $151,693 12.86% $145,706 12.90%
Required 47,173 4.00 45,821 4.00
Total risk-based capital
Actual $166,573 14.12% $159,687 14.10%
Required 94,347 8.00 91,641 8.00
</TABLE>
The following table summarizes Bancshares' consolidated leverage capital ratio
and required amounts at September 30, 1998 and December 31, 1997.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998 December 31, 1997
------------------------- -----------------------
Leverage Ratio AMOUNT PERCENT Amount Percent
------ ------- ------ -------
<S> <C> <C> <C> <C>
Actual $151,693 8.41% $145,706 8.60%
Minimum required 54,110 3.00 50,934 3.00
Maximum required 90,183 5.00 84,890 5.00
</TABLE>
The unrealized gain on securities available for sale, net of tax effect, was
$3,343 at September 30, 1998, compared to an unrealized gain of $3,919 at
December 31, 1997. The decrease of $576 was primarily attributable to the
changing interest rate environment.
22
<PAGE> 23
CITIZENS BANCSHARES, INC.
-------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONTINUED).
- -----------------------
(Dollars in thousands, except per share data)
YEAR 2000
The Year 2000 issue deals with the fact that many computer applications, if not
corrected, could fail or create erroneous results by or at the year 2000 because
many existing computer programs use only two digits to identify a year in the
date field and these programs were not designed or developed while considering
the impact of the upcoming change in the century. In order to assess the Year
2000 issue, Bancshares has established a project group that represents
functional areas to be affected by Year 2000 changes. The Year 2000 project
group meets weekly to review Bancshares' progress.
Bancshares' state of readiness at present is as follows: 90 systems have been
identified, and the status of all 90 systems has been determined. There are no
vendors stating their software will not be Year 2000 compliant. Costs to address
Bancshares' Year 2000 issue has been estimated at $995 with two full time
employees working through the year 1999. Costs are expected to be as follows:
$450 capitalized as hardware and software and $545 expensed through salaries,
benefits, brochures and maintenance.
The company has addressed contingency plans for 100% of the Mission Critical
Systems which represent the core processing systems of the bank.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Asset and Liability Management
Bancshares' 1997 annual report Form 10-K and supplemental financial statements
provide information about the Company's management of interest rate risk and,
to a lesser extent, liquidity risk. Bancshares does not maintain a trading
account for any class of financial instrument and is not affected by foreign
currency exchange risk or commodity price risk. Of the $29 million in equities
held by Bancshares and subsidiaries, $12 million represent FHLB stock and
Federal Reserve Bank Stock.
Due to the pooling of interests of UniBank, Steubenville, Oh., and Century
Financial Corporation, Rochester, Pa., the market value of portfolio equity has
changed, but the projected volatility of +/- 200 bp change in interest rates
still falls well within the Board of Directors guidelines of +/- 30%.
<TABLE>
<CAPTION>
Projected change in net portfolio value
---------------------------------------
Change in rates $Amount $Change %Change
--------------- ------- ------- -------
<S> <C> <C> <C> <C>
+200bp $ 151,302 $ (7,652) (5)%
Base 158,954
-200bp 140,079 (18,875) (13)
</TABLE>
23
<PAGE> 24
CITIZENS BANCSHARES, INC
------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS.
- ----------------------------
There is no pending litigation, other than routine litigation
incidental to the business of Bancshares and its affiliates, or of a
material nature involving or naming Bancshares or any of its affiliates
as a defendant. Further, there are no material legal proceedings in
which any director, executive officer, principal shareholder or
affiliate of Bancshares is a party or has a material interest which is
adverse to Bancshares or any of its affiliates. None of the routine
litigation in which Bancshares or any of its affiliates are involved is
expected to have a material adverse impact upon the financial position
or results of operations of Bancshares or any of its affiliates.
ITEM 2. CHANGES IN SECURITIES.
- --------------------------------
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
- ------------------------------------------
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- --------------------------------------------------------------
Not applicable.
ITEM 5. OTHER INFORMATION.
- ---------------------------
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- -------------------------------------------
(a) The following Exhibits are included in this Form 10-Q or are
incorporated by reference as noted in the following index:
(b) Reports on Form 8-K.
24
<PAGE> 25
CITIZENS BANCSHARES, INC.
-------------------------
PART II - OTHER INFORMATION - CONTINUED
---------------------------------------
PART II - OTHER INFORMATION
---------------------------
EXHIBIT INDEX
-------------
EXHIBIT 2 Agreement and Plan of Merger dated July 22, 1998, by and
among Citizens Bancshares, Inc., The Ohio Bank and an interim
bank to be formed by Bancshares (incorporated by reference to
Appendix A of the Joint Proxy Statement / Prospectus in Form
S-4 Registration Statement No. 333-63533).
EXHIBIT 3 Articles of Incorporation, By laws
(1) Registrant's Fifth Amended Articles of Incorporation,
(incorporated by reference in Exhibit 3.1 to the Form S-4
Registration Statement No. 333-60741 of Citizens Bancshares,
Inc).
(2) Registrant's Code of Regulations, as amended on May 11,
1998.(incorporated by reference in Exhibit 3 (2) of Form S-4
Registration Statement No. 0-18209 of Citizens Bancshares,
Inc.).
EXHIBIT 4 Shareholder Rights Agreement dated as of July 21, 1998
between Bancshares and The Citizens Banking Company as Rights
Agent. (incorporated by reference to Exhibit 4 Of Form S-4
Registration Statement No. 333-60741).
EXHIBIT 10 Material Contracts
(1) The Citizens Bancshares Inc. Profit-Sharing Plan and Trust
(formerly known as the CBC Salineville Profit Sharing Plan and
Trust) (incorporated by reference in Exhibit 10 (2) to the
Form S-4 Registration Statement No. 0-18209 of Citizens
Bancshares, Inc.).
(2) Citizens Bancshares, Inc. Employee Stock Ownership Plan
(incorporated by reference in Exhibit 10 (3) to the Form S-4
Registration Statement No. 0-18209 of Citizens Bancshares,
Inc.).
(3) Form of Indemnification Agreement between Citizens Bancshares,
Inc. and Individual Directors, Officers or Representatives
(incorporated by reference in Exhibit 10 (4) to the Form 10-K
of Citizens Bancshares, Inc. for the fiscal year ended
December 31, 1989).
(4) Employment Agreement by and among Citizens Bancshares, Inc.,
The Citizens Banking Company and Marty E. Adams (incorporated
by reference in Exhibit 10 (5) to the Form 10-K of Citizens
Bancshares, Inc. for the fiscal year ended December 31, 1992).
25
<PAGE> 26
CITIZENS BANCSHARES, INC.
-------------------------
PART II - OTHER INFORMATION
---------------------------
EXHIBIT INDEX- CONTINUED
------------------------
(5) Amendment to Executive Employment Agreement by and among
Citizens Bancshares, Inc., The Citizens Banking Company and
Marty E. Adams. (incorporated by reference in Exhibit 10 (8)
to the Form 10-K of Citizens Bancshares, Inc. for the fiscal
year ended December 31, 1993).
(6) Agreement by and among Citizens Bancshares, Inc., The Citizens
Banking Company and Frank J. Koch. (incorporated by reference
in Exhibit 10 (9) to the Form 10-K of Citizens Bancshares,
Inc. for the fiscal year ended December 31, 1993).
(7) Citizens Bancshares, Inc. Non-Statutory Stock Option and Stock
Appreciation Rights Plan.(incorporated by reference in Exhibit
10 (11) to the Form 10-Q of Citizens Bancshares, Inc. for the
quarter ended June 30, 1995).
(8) The Employee Retirement Plan for Citizens Bancshares, Inc.
(incorporated by reference in Exhibit 10 (12) to the Form 10-Q
of Citizens Bancshares, Inc. for the quarter ended June 30,
1995).
(9) The Amended and Restated Agreement and Plan of Merger by and
between Citizens Bancshares, Inc. and Mid Am, Inc.
(incorporated by reference in Exhibit 2 to the Form S-4
Registration Statement No.333-60741 of Citizens Bancshares,
Inc.).
(10) Stock Option Agreement by and between Citizens Bancshares,
Inc. and Mid Am, Inc. (incorporated by reference in Exhibit 2
to the Schedule 13D of Citizens Bancshares, Inc., filed with
the Commission on May 29, 1998).
(11) Stock Option Agreement by and between Mid Am, Inc. and
Citizens Bancshares, Inc. (incorporated by reference in
Exhibit 3 to the Schedule 13D of Citizens Bancshares, Inc.,
filed with the Commission on May 29, 1998).
(12) Employment Agreement by and among Citizens Bancshares, Inc.,
The Citizens Banking Company, Century National Bank and Trust
Company and Joseph N. Tosh II. (incorporated by reference in
Exhibit 10 (18) to the Form 10-Q of Citizens Bancshares, Inc.
for the quarter ended June 30, 1998.)
(13) Citizens Bancshares, Inc. 1998 Stock Option Plan for
Nonemployee Directors. (incorporated by reference in Exhibit
10 (19) to the Form 10-Q of Citizens Bancshares, Inc. for the
quarter ended June 30, 1998.)
(14) Citizens Bancshares, Inc. Directors' Stock Retainer Plan.
(incorporated by reference in Exhibit 10 (20) to the Form 10-Q
of Citizens Bancshares, Inc. for the quarter ended June 30,
1998.)
26
<PAGE> 27
CITIZENS BANCSHARES, INC.
-------------------------
PART II - OTHER INFORMATION
---------------------------
EXHIBIT INDEX- CONTINUED
------------------------
EXHIBIT 11 Statement regarding Computation of Per Share Earnings
(included in Note 1 to the Consolidated Financial Statements).
EXHIBIT 27 Financial Data Schedules
CITIZENS BANCSHARES, INC.
-------------------------
REPORTS ON FORM 8-K
-------------------
ITEM 6(B)
(b) Citizens Bancshares, Inc. filed reports on Form 8-K during the quarter
ended September 30, 1998 as follows:
(1) Form 8-K dated July 24, 1998 (Item 5) regarding proposed merger
transaction transaction with The Ohio Bank.
(2) Form 8-K dated July 29, 1998 (Item 5) announcing second quarter
earnings.
(3) Form 8-K dated September 23, 1998 including:
(I) Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1998.
(ii) Pro Forma Condensed Statement of Income for the Six
Months Ended June 30, 1998.
(iii) Pro Forma Condensed Statements of Income for the Years
Ended December 31, 1997, 1996 and 1995.
27
<PAGE> 28
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 thereunto duly authorized.
Sky Financial Group, Inc.
Date: November 13, 1998 /s/ David Francisco
----------------- --------------------
David Francisco
Chairman & Chief Executive Officer
Date: November 13, 1998 /s/ Marty E. Adams
----------------- --------------------
Marty E. Adams
President & Chief Operating Officer
28
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000855876
<NAME> CITIZENS BANCSHARES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 46,047
<INT-BEARING-DEPOSITS> 7,639
<FED-FUNDS-SOLD> 21,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 513,988
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,171,457
<ALLOWANCE> 20,433
<TOTAL-ASSETS> 1,840,306
<DEPOSITS> 1,429,112
<SHORT-TERM> 105,499
<LIABILITIES-OTHER> 15,555
<LONG-TERM> 127,050
0
0
<COMMON> 29,285
<OTHER-SE> 133,805
<TOTAL-LIABILITIES-AND-EQUITY> 1,840,306
<INTEREST-LOAN> 78,828
<INTEREST-INVEST> 24,108
<INTEREST-OTHER> 1,268
<INTEREST-TOTAL> 104,204
<INTEREST-DEPOSIT> 41,045
<INTEREST-EXPENSE> 50,471
<INTEREST-INCOME-NET> 53,733
<LOAN-LOSSES> 4,044
<SECURITIES-GAINS> 366
<EXPENSE-OTHER> 35,982
<INCOME-PRETAX> 23,618
<INCOME-PRE-EXTRAORDINARY> 23,618
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,900
<EPS-PRIMARY> .95
<EPS-DILUTED> .95
<YIELD-ACTUAL> 4.24
<LOANS-NON> 3,467
<LOANS-PAST> 2,861
<LOANS-TROUBLED> 213
<LOANS-PROBLEM> 3,543
<ALLOWANCE-OPEN> 18,276
<CHARGE-OFFS> 2,626
<RECOVERIES> 739
<ALLOWANCE-CLOSE> 20,433
<ALLOWANCE-DOMESTIC> 2,348
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 18,085
</TABLE>
