<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 2, 1998
---------------
Sky Financial Group,Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
33-21296 34-1372535
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
221 South Church Street, Bowling Green, Ohio 43402
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(419) 327-6300
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Citizens Bancshares, Inc., 10 East Main Street, Salineville, Ohio 43945
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
- ------- ------------------------------------
On October 2, 1998, the merger of Mid Am, Inc. ("Mid Am") with and into
Citizens Bancshares, Inc. ("Bancshares") (the "Merger") was consummated pursuant
to the terms and conditions of an Agreement and Plan of Merger dated as of May
20, 1998 as amended and restated as of August 5, 1998 by and between Mid Am and
Bancshares (the "Merger Agreement"). Upon consummation, Bancshares' name as the
surviving corporation changed to Sky Financial Group, Inc. ("Sky Financial").
Pursuant to the Merger, all of the issued and outstanding shares of common stock
of Mid Am were converted into 0.77 common shares, without par value, of Sky
Financial (plus cash in lieu of fractional shares), in accordance with the
conversion ratio set forth in the Merger Agreement.
Mid Am was a bank holding company organized and existing under the laws
of the State of Ohio and registered with the Federal Reserve Board pursuant to
the Bank Holding Company Act of 1956, as amended. Mid Am was the bank holding
company for five bank subsidiaries with a total of 83 banking offices located in
western Ohio along the Interstate 75 corridor and in southern Michigan. Mid Am
also owned seven financial services subsidiaries which engage in lines of
business which are closely related to banking. Through its bank subsidiaries,
Mid Am offered a wide range of lending, depository, trust, and related financial
services to individual and business customers. Through its financial services
subsidiaries, Mid Am offered specialty lending, investment, trust, collection
and related financial services to individual and business customers. Mid Am's
executive offices were located at 221 South Church Street, Bowling Green, Ohio
43402.
The above description of the assets acquired and the terms of the
Merger are qualified in its entirety by reference to the information contained
in the Registration Statement No. 333-60741 on Form S-4, filed in connection
with the Merger and declared effective on August 6, 1998.
Item 5. Other Events
- ------- ------------
On October 2, 1998, the Board of Directors of Sky Financial
reauthorized its common stock repurchase plan, by which Sky Financial may
repurchase up to 1.8 million shares of Sky Financial Common Stock over a twelve
month period on the open market or in privately negotiated transactions. The
buyback program represents a continuation of Mid Am's program in which shares
are repurchased for use in future stock dividends and for use in its stock
option plans.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
Sky Financial hereby files the financial statements and pro forma
financial information required pursuant to this Item 7 of Form 8-K with respect
to the Merger of Mid Am with and into Bancshares on October 2, 1998:
(a) Sky Financial hereby incorporates by reference from Mid Am's Annual
Report on Form 10-K for the year ended December 31, 1997 the Consolidated
Balance Sheets of Mid Am as of December 31, 1997 and 1996 and Mid Am's
Consolidated Statements of Income, Changes in Stockholders Equity and Cash Flows
for each of the three years in the period ended December 31, 1997.
(b) The following pro forma financial information giving effect to the
Merger submitted herewith and is attached as Exhibit 99 to this Current Report
on Form 8-K:
(i) Pro Forma Condensed Combined Balance Sheet as of
June 30, 1998.
<PAGE> 3
(ii) Pro Forma Condensed Combined Income Statements for
the six months ended June 30, 1998 and June 30, 1997.
(iii) Pro Forma Condensed Combined Income Statements for
the years ended December 31, 1997, 1996 and 1995.
(c) Exhibits
Exhibit No. Exhibit
(2) Amended and Restated Agreement and Plan of Merger, dated
August 5, 1998 by and between Citizens Bancshares, Inc. and
Mid Am, Inc. is hereby incorporated by reference from
Bancshares' Registration Statement on Form S-4 (File No.
333-60741, Exhibit No. 2)
(23) Consent of PricewaterhouseCoopers LLP
(99.1) Pro Forma Financial Information
(99.2) Sky Financial Group, Inc.'s Press Release dated October 15,
1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sky Financial Group, Inc.
--------------------------------------
(Registrant)
Date: October 15, 1998 By: /s/ Marty E. Adams
----------------------------------
Marty E. Adams, President
and Chief Operating Officer
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8K of Sky Financial Group, Inc. (formerly known as Citizens Bancshares,
Inc.) dated October 15, 1998, 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. This Current Report on Form 8K is
incorporated into the Prospectus constituting part of the Registration
Statement on Form S-3 (No. 333-64127) of Sky Financial Group, Inc.
/s/ PricewaterhouseCoopers LLP
Memphis, Tennessee
October 15, 1998
<PAGE> 1
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined balance sheet as of June 30, 1998 and
the pro forma condensed combined statements of income for the six months ended
June 30, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1997, give effect to the October 2, 1998 merger of Citizens
Bancshares, Inc. (Bancshares), now known as Sky Financial Group, Inc. (Sky) and
Mid Am, Inc. (Mid Am) based on the historical consolidated financial statements
of Bancshares and Mid Am, the supplemental consolidated financial statements of
Bancshares and the issuance of 0.77 shares of Sky common shares for each Mid Am
common share outstanding. The pro forma financial statements have been prepared
based upon the respective company's financial statements. These pro forma
statements, which include results of operations as if the merger had been
effected on the first day of the periods presented and had been accounted for
under the pooling of interests method of accounting, may not be indicative of
the results that actually would have occurred if the merger had been in effect
on the dates indicated or which may be obtained in the future including the year
ending December 31, 1998. The pro forma financial statements should be read in
conjunction with the historical consolidated financial statements and notes
thereto of Bancshares and Mid Am and the supplemental consolidated financial
statements and notes thereto of Bancshares.
<PAGE> 2
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1998
<TABLE>
<CAPTION>
BANCSHARES AND
BANCSHARES MID AM MID AM
PRO FORMA PRO FORMA
ADJUSTMENTS COMBINED
---------- ---------- ------------ -----------
(IN THOUSANDS) (IN THOUSANDS) (IN THOUSANDS) (IN THOUSANDS)
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Cash and dues from banks $ 54,966 $ 101,787 $ 156,753
Federal funds sold and interest-
bearing deposits 20,452 28,014 48,466
Securities 523,108 421,020 944,128
Loans, net 1,121,976 1,634,545 2,756,521
Premises and equipment 29,518 53,599 83,117
Accrued interest receivable and
other assets 54,458 43,017 $ 7,000 (1) 104,475
---------- ---------- ----------- -----------
Total assets $1,804,478 $2,281,982 $ 7,000 $ 4,093,460
========== ========== =========== ===========
LIABILITIES
Deposits $1,400,225 $1,811,696 $3,211,921
Federal funds purchased and
repurchase agreements 79,873 106,408 186,281
Other debt and Federal Home Loan
Bank advances 151,805 179,463 331,268
Accrued interest payable and other
liabilities 13,559 21,210 $ 25,000 (1) 59,769
---------- ---------- ---------- -----------
Total liabilities 1,645,462 2,118,777 25,000 3,789,239
SHAREHOLDERS' EQUITY 159,016 163,205 (18,000) (1) 304,221
---------- ---------- ---------- -----------
Total liabilities and shareholders'
equity $1,804,478 $2,281,982 $ 7,000 $ 4,093,460
========== ========== ========== ===========
</TABLE>
1. Preliminary estimates of merger-related charges. As a result, an estimated
$7 million current and deferred tax asset is included herein.
2
<PAGE> 3
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
BANCSHARES AND
MID AM
PRO FORMA
BANCSHARES MID AM COMBINED
------------ ----------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 52,633 $ 74,596 $ 127,229
Securities and other 16,894 12,942 29,836
------------ ----------- ------------
Total interest income 69,527 87,538 167,065
INTEREST EXPENSE
Deposits 27,320 34,493 61,813
Borrowings 6,249 8,015 14,264
------------ ----------- ------------
Total interest expense 33,569 42,508 76,077
------------ ----------- ------------
NET INTEREST INCOME 35,958 45,030 80,988
PROVISIONS FOR LOAN LOSSES 3,409 2,450 5,859
------------- ------------ -------------
NET INTERST INCOME AFTER
PROVISION FOR LOAN LOSSES 32,549 42,580 75,129
OTHER INCOME 6,028 39,316 45,344
OTHER EXPENSES 25,628 58,694 84,322
------------ ----------- ------------
INCOME BEFORE INCOME TAXES 12,949 23,202 36,151
INCOME TAXES 3,770 7,313 11,083
------------ ----------- ------------
NET INCOME $ 9,179 $ 15,889 $ 25,068
============== ============= =============
EARNINGS PER COMMON SHARE
Basic $ 0.52 $ 0.67 $ 0.70
============== ============= =============
Diluted $ 0.52 $ 0.66 $ 0.69
============== ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 17,701 23,567 35,848
============== ============= =============
Diluted 17,812 24,128 36,391
============== ============= =============
</TABLE>
3
<PAGE> 4
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
BANCSHARES AND
MID AM
PRO FORMA
BANCSHARES MID AM COMBINED
---------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNADUITED)
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 47,766 $ 71,195 $118,961
Securities and other 15,615 12,747 28,362
-------- -------- --------
Total interest income 63,381 83,942 147,323
INTEREST EXPENSE
Deposits 24,279 34,413 58,692
Borrowings 5,405 5,248 10,653
-------- -------- --------
Total interest expense 29,684 39,661 69,345
-------- -------- --------
NET INTEREST INCOME 33,697 44,281 77,978
PROVISIONS FOR LOAN LOSSES 1,215 2,759 3,974
-------- -------- --------
NET INTERST INCOME AFTER
PROVISION FOR LOAN LOSSES 32,482 41,522 74,004
OTHER INCOME 4,951 33,884 38,835
OTHER EXPENSES 19,961 50,039 70,000
-------- -------- --------
INCOME BEFORE INCOME TAXES 17,472 25,367 42,839
INCOME TAXES 5,340 8,637 13,977
-------- -------- --------
NET INCOME $ 12,132 $ 16,730 $ 28,862
======== ======== ========
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ 12,132 $ 16,125 $ 28,257
======== ======== ========
EARNINGS PER COMMON SHARE
Basic $ 0.69 $ 0.69 $ 0.79
======== ======== ========
Diluted $ 0.68 $ 0.65 $ 0.77
======== ======== ========
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 17,654 23,309 35,602
======== ======== ========
Diluted 17,747 25,728 37,558
======== ======== ========
</TABLE>
4
<PAGE> 5
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
BANCSHARES AND
MID AM
PRO FORMA
BANCSHARES MID AM COMBINED
---------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 99,187 $146,266 $245,453
Securities and other 32,480 24,936 57,416
-------- -------- --------
Total interest income 131,667 171,202 302,869
INTEREST EXPENSE
Deposits 51,253 69,301 120,554
Borrowings 11,956 12,375 24,331
-------- -------- --------
Total interest expense 63,209 81,676 144,885
-------- -------- --------
NET INTEREST INCOME 68,468 89,526 157,984
PROVISIONS FOR LOAN LOSSES 4,335 5,527 9,862
-------- -------- --------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 64,123 83,999 148,122
OTHER INCOME 10,991 66,569 77,560
OTHER EXPENSES 43,228 104,052 147,280
-------- -------- --------
INCOME BEFORE INCOME TAXES 31,886 46,516 78,402
INCOME TAXES 9,466 15,635 25,101
-------- -------- --------
NET INCOME $ 22,420 $ 30,881 $ 53,301
======== ======== ========
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ 22,420 $ 30,276 $ 52,696
======== ======== ========
EARNINGS PER COMMON SHARE
Basic $ 1.27 $ 1.27 $ 1.46
======== ======== ========
Diluted $ 1.26 $ 1.22 $ 1.43
======== ======== ========
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 17,671 23,836 36,025
======== ======== ========
Diluted 17,778 25,227 37,203
======== ======== ========
</TABLE>
5
<PAGE> 6
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
BANCSHARES AND
MID AM
PRO FORMA
BANCSHARES MID AM COMBINED
---------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 90,656 $134,721 $225,377
Securities and other 27,326 30,262 57,588
-------- -------- --------
Total interest income 117,982 164,983 282,965
INTEREST EXPENSE
Deposits 45,158 73,128 118,286
Borrowings 6,259 6,941 13,200
-------- -------- --------
Total interest expense 51,417 80,069 131,486
-------- -------- --------
NET INTEREST INCOME 66,565 84,914 151,479
PROVISIONS FOR LOAN LOSSES 2,279 4,537 6,816
-------- -------- --------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 64,286 80,377 144,663
OTHER INCOME 8,735 49,501 58,236
OTHER EXPENSES 41,737 91,419 133,156
-------- -------- --------
INCOME BEFORE INCOME TAXES 31,284 38,459 69,743
INCOME TAXES 9,554 12,467 22,021
-------- -------- --------
NET INCOME $ 21,730 $ 25,992 $ 47,722
======== ======== ========
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ 21,730 $ 23,585 $ 45,315
======== ======== ========
EARNINGS PER COMMON SHARE
Basic $ 1.23 $ 1.04 $ 1.29
======== ======== ========
Diluted $ 1.22 $ 0.98 $ 1.25
======== ======== ========
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 17,708 22,734 35,213
======== ======== ========
Diluted 17,768 26,654 38,215
======== ======== ========
</TABLE>
6
<PAGE> 7
CITIZENS BANCSHARES, INC.
MID AM, INC.
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
BANCSHARES AND
MID AM
PRO FORMA
BANCSHARES MID AM COMBINED
---------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 83,127 $130,300 $213,427
Securities and other 27,664 32,243 59,907
-------- -------- --------
Total interest income 110,791 162,543 273,334
INTEREST EXPENSE
Deposits 42,413 72,527 114,940
Borrowings 6,210 7,789 13,999
-------- -------- --------
Total interest expense 48,623 80,316 128,939
-------- -------- --------
NET INTEREST INCOME 62,168 82,227 144,395
PROVISIONS FOR LOAN LOSSES 2,504 3,002 5,506
-------- -------- --------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 59,664 79,225 138,889
OTHER INCOME 7,531 35,955 43,486
OTHER EXPENSES 40,172 78,416 118,588
-------- -------- --------
INCOME BEFORE INCOME TAXES 27,023 36,764 63,787
INCOME TAXES 8,229 11,797 20,026
-------- -------- --------
NET INCOME $ 18,794 $ 24,967 $ 43,761
======== ======== ========
NET INCOME AVAILABLE TO
COMMON SHAREHOLDERS $ 18,794 $ 22,216 $ 41,010
======== ======== ========
EARNINGS PER COMMON SHARE
Basic $ 1.06 $ 0.96 $ 1.15
======== ======== ========
Diluted $ 1.06 $ 0.92 $ 1.13
======== ======== ========
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 17,783 23,070 35,547
======== ======== ========
Diluted 17,806 27,241 38,782
======== ======== ========
</TABLE>
7
<PAGE> 1
Exhibit 99.2
FOR IMMEDIATE RELEASE
CONTACT: Dennis L. Nemec
Executive Vice President
(419) 373-6462
William L. White III
Senior Vice President
(330) 679-2328 x2805
SKY FINANCIAL GROUP, INC. REPORTS
STRONG THIRD QUARTER EARNINGS
OCTOBER 15, 1998 (BOWLING GREEN, OHIO, NASDAQ: SKYF) Effective October
2, 1998, Citizens Bancshares, Inc. of Salineville, Ohio and Mid Am, Inc. of
Bowling Green, Ohio completed its merger of equals to form Sky Financial Group,
Inc. ("Sky"), a $4.1 billion bank holding company. On a pro forma combined basis
giving effect to the merger, 1998 third quarter earnings for Sky totaled $14.9
million, an 8.9% increase over the $13.7 million recorded for the same period in
1997. Return on average assets and return on average equity were 1.43% and
18.05%, respectively, compared to 1.38% and 16.41%, respectively, of the prior
year. Basic earnings per share for the third quarter 1998 were $.42 (diluted
$.41) compared to $.37 (diluted $.37) for the third quarter of 1997.
For the nine months ended September 30, 1998, core earnings totaled
$43.4 million, which represents a 10.7% increase over the $39.2 million core
earnings recorded for the same period in 1997. Return on average assets and
return on average equity were 1.43% and 17.90%, respectively, compared to 1.37%
and 16.57%, respectively, of the prior year. Core earnings exclude the financial
impact of non-recurring items as discussed below.
Net income for the nine months ended September 30, 1998 and 1997
included non-recurring after-tax income and expense. The non-recurring items for
the nine months ended September 30, 1998 were a $3.5 million after tax
restructuring charge related to acquisitions, a $1.3 million after tax provision
for credit losses related to an acquisition, and an after-tax $1.4 million
favorable legal settlement. The non-recurring items for the nine months ended
September 30, 1997 included an after tax gain related to the sale of various
branch offices of $5.5 million, various after tax charges related to the sale of
branches of $1.3 million, and an after tax charge of $0.6 million to the
Company's provision for credit losses. Net income, as a result of including the
after tax financial impact of the non-recurring items, was $40.0 million for the
nine months ended September 30, 1998, a 6.1% decrease from the $42.5 million
earned in the same period of 1997. Basic and diluted earnings per share for the
nine months ended September 30, 1998 were $1.12 and $1.10, respectively,
compared to $1.17 and $1.14, respectively, of the same period of 1997.
<PAGE> 2
The results of operations of Citizens Bancshares, Inc. ("Citizens") and
Mid Am, Inc. ("Mid Am") for the quarter ended and the nine months ended
September 30, 1998 and 1997 are summarized as follows:
Citizens' net income for the third quarter was $7.7 million, an
increase of 18.0% over the net income of $6.6 million recorded for the same
period of the prior year. Return on average assets and return on average equity
were 1.67% and 18.90%, respectively, compared to the prior year of 1.50% and
16.84%, respectively. Year-to-date core earnings were $21.7 million, compared to
$18.8 million of core earnings recorded for the period of the prior year. Strong
earnings for the third quarter and year to date resulted primarily from an
increase in net interest income, an improvement in non-interest income, and the
successful integration of Unibank, which was acquired in the first quarter of
this year.
Mid Am's net income for the third quarter was $7.2 million, a slight
increase over the $7.1 million net income recorded for the same period of the
prior year. Return on average assets and return on average equity were 1.24% and
17.21%, respectively, compared to the prior year of 1.29% and 16.04%,
respectively. Year-to-date core earnings were $21.7 million compared to $20.4
million of core earnings recorded for the same period of the prior year. Strong
mortgage banking revenue and net gains from the sale of commercial financing
loans relating to the dental industry contributed strongly to third quarter and
year-to-date earnings.
"The strong third quarter results of Mid Am and Citizens, the
components of Sky Financial Group, reflect the strong earnings potential of the
new organization," said David R. Francisco, Chairman and C.E.O. of Sky. "Upon
completion of our restructuring initiative to identify efficiencies, expected at
year end, we believe we will have a high performance, supercommunity banking
operation which will be a leader in the industry," added Marty Adams, President
and C.O.O. of Sky.
<PAGE> 3
At September 30, 1998, the combined companies had total assets of $4.1
billion, total deposits of $3.2 billion, total loans of $2.9 billion, and total
equity of $333 million.
Asset quality ratios for Sky demonstrate strong credit quality, with
the ratio of non accrual loans to total loans of .37% and the ratio of
non-performing loans to total loans of .39%. The Company's allowance for credit
losses was 359% of total non-performing loans and annualized net charge offs
were .20% of total average loans.
Sky expects to complete its pending affiliation with The Ohio Bank,
Findlay, Ohio, in the fourth quarter of 1998. As part of the reorganization, Sky
had previously announced that it intends to combine its American Community Bank,
N.A. and AmeriFirst Bank, N.A. affiliates into The Ohio Bank, and also merge its
First National Bank Northwest Ohio and Adrian State Bank affiliates into Mid
American National Bank and Trust Company. Furthermore, Sky had announced plans
to merge its Century National Bank affiliate into The Citizens Banking Company.
All of these combinations are expected to be accomplished before year end.
Sky previously announced on October 2, 1998 that the Board of Directors
has reauthorized its common stock repurchase plan, by which the Company may
repurchase up to 1.8 million shares of Sky Common Stock over a twelve month
period on the open market or in privately negotiated transactions. The buyback
program represents a continuation of Mid Am, Inc.'s program in which shares are
repurchased for use in future stock dividends and for use in its stock option
plans.
Sky is a diversified financial services holding company headquartered
in Bowling Green, Ohio. The Company's banking affiliates include Mid American
National Bank and Trust Company, Toledo, Ohio; The Citizens Banking Company,
Salineville, Ohio; First National Bank Northwest Ohio, Bryan, Ohio; American
Community Bank, N.A., Lima, Ohio; AmeriFirst Bank, N.A., Xenia, Ohio; Century
National Bank, Rochester, Pennsylvania; and Adrian State Bank, Adrian, Michigan.
The Company's financial services affiliates include Mid Am Recovery Services,
Inc., Clearwater, Florida; MFI Investments Corp., Bryan, Ohio; Mid Am Credit
Corp., Columbus, Ohio; Mid Am Private Trust, N.A., Cincinnati, Ohio; Mid Am
Financial Services, Inc., Carmel, Indiana; Simplicity Mortgage Consultants,
Marion, Indiana; Mid Am Title Insurance Agency, Inc., Adrian, Michigan; Sky
Technology Resources, Inc., Bowling Green, Ohio; ValueNet, Inc., Lisbon, Ohio;
Freedom Financial Life Insurance Company, Phoenix, Arizona; and Freedom Express,
Inc., Salineville, Ohio.
*****
The information contained in this press release contains
forward-looking statements regarding expected future financial performance which
are not historical facts and which involve risks and uncertainties. Actual
results and performance could differ materially from those contemplated by these
forward-looking statements.
-end-
