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:
October 1, 1999
SKY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio 1-14473 34-1372535
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
221 South Church Street
Bowling Green, Ohio 43402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 327-6300
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Items
Effective September 24, 1999, Sky Financial Group, Inc. (the Company)
announced today that its Board of Directors has appointed Marty E. Adams to
the position of Chief Executive Officer and Edward J. Reiter to the position
of Interim Chairman, each by the unanimous vote of the Company's Board of
Directors. David R. Francisco announced his retirement as Chairman and Chief
Executive Officer of Sky Financial Group, Inc. Mr. Adams was designated as
Mr. Francisco's successor in the 1998 merger-of-equals transaction which
formed Sky Financial Group, Inc.
In other action, the Company's Board of Directors declared a 10% stock
dividend on its common stock, payable November 1, 1999 to shareholders of
record October 15, 1999.
In addition, the Company announced that the Board of Directors has
reauthorized its common stock repurchase plan, through which the Company may
repurchase up to 3.5 million in shares of Sky Financial common stock over a
twelve month period in the open market or in privately negotiated
transactions. This action represents a continuation of the Company's program
in which shares are repurchased for use in future stock dividends and for use
in its stock option plans.
Effective September 30, 1999, Sky Financial Group, Inc. completed its
acquisition of Mahoning National Bancorp, Inc. (Mahoning National). Mahoning
National is an $800 million bank holding company headquartered in Youngstown,
Ohio. Under the terms of the transaction, shareholders of Mahoning National
received approximately 10,341,000 shares of the Company's common stock in a
tax-free exchange accounted for as a pooling-of-interests. The Company plans
to complete the systems conversions and integration of Mahoning National Bank
of Youngstown in the first quarter of 2000.
Attached hereto as Exhibit 99.1 is a copy of the Company's press release
dated September 24, 1999.
Item 7. Exhibits
99.1 Text of press release, dated September 24, 1999, issued by
Sky Financial Group, Inc.
<PAGE 3>
SIGNATURE
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.
By: /s/ Kevin T. Thompson
Name: Kevin T. Thompson
Title: Executive Vice President and
Chief Financial Officer
Date: October 1, 1999
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
CONTACT: Marty E. Adams
Chief Executive Officer
Sky Financial Group, Inc.
(330) 679-0175
Edward J. Reiter
Interim Chairman
Sky Financial Group, Inc.
(419) 327-6300
MARTY E. ADAMS NAMED CEO OF SKY FINANCIAL GROUP, INC.,
EDWARD J. REITER NAMED INTERIM CHAIRMAN;
SHARE BUYBACK PROGRAM REAUTHORIZED;
10% STOCK DIVIDEND DECLARED
September 24, 1999 (Bowling Green, Ohio; NASDAQ: SKYF) Sky Financial Group,
Inc. announced today that its Board of Directors has appointed Marty E. Adams
to the position of Chief Executive Officer and Edward J. Reiter to the
position of Interim Chairman, each by the unanimous vote of the Company's
Board of Directors.
David R. Francisco announced his retirement as Chairman and Chief Executive
Officer of Sky Financial Group, Inc. Mr. Francisco's banking career began
in 1970 at First National Bank Northwest Ohio in Bryan, Ohio, where he served
as President and CEO. He became President and COO of Mid Am, Inc. in
connection with First National's 1988 merger with Mid American National Bank
& Trust Co., and most recently served as Chairman and CEO of Sky Financial
Group, Inc. During his distinguished career, Mr. Francisco saw the bank grow
from $11 million in assets and eleven employees at First National to over
$7 billion in assets and approximately 3,000 employees at Sky Financial.
Mr. Adams was designated as Mr. Francisco's successor in the 1998 merger-of-
equals transaction which formed Sky Financial Group, Inc.
"The Board has a great deal of confidence in the ability of Marty Adams to
capitalize on our successes and lead the Company into the 21st century"
stated Mr. Reiter.
Mr. Adams' previously served for 11 years as President and CEO of Citizens
Bancshares, Inc., the merger partner with Mid Am, Inc. to form Sky Financial
Group, Inc. He holds both a B.S. and an M.B.A degree as well as several
graduate degrees in banking. Mr. Adams' extensive experience includes all
aspects of financial institution operations, and he is widely regarded as a
disciplined banker with an exceptional track record for producing high
shareholder returns. Mr. Reiter previously served as Chairman and CEO of Mid
Am, Inc. and its predecessor for 34 years, and contributes strong leadership
and external relations.
Mr. Adams' commented, "We're right on track with our aggressive business
plans, and our team is well positioned to deliver the superior operating
performance which our shareholders have come to expect."
In other action, the Company's Board declared a 10% stock dividend on its
common stock, payable November 1, 1999 to shareholders of record October 15,
1999. Sky Financial, through its constituent companies, has declared a 10%
stock dividend in each of the last five years.
In addition, Sky Financial announced that the Board of Directors has
reauthorized its common stock repurchase plan, through which the company may
repurchase up to 3.5 million in shares of Sky Financial common stock over a
twelve month period in the open market or in privately negotiated
transactions. This action represents a continuation of the Company's program
in which shares are repurchased for use in future stock dividends and for use
in its stock option plans.
The Company further announced that its acquisition of Mahoning National
Bancorp, Inc. will close September 30, 1999, earlier than anticipated.
Mahoning National will be the third merger completed by Sky Financial during
the third quarter of this year, following Wood Bancorp, Inc., in July, and
First Western Bancorp, Inc., in August. By closing in the third quarter, the
Mahoning National merger is expected to reduce Sky Financial's operating
earnings for the quarter by approximately $.01 per diluted share, as a result
of combining its earnings through the use of pooling-of-interests accounting.
The Company plans to complete the systems conversions and integration of
Mahoning National Bank of Youngstown early in the first quarter of 2000.
As a result, non-recurring charges in the third quarter are expected to total
approximately $42.5 million after-tax, or $.59 per diluted share. These
after-tax charges include $39.7 million related to the mergers and $2.8
million for contractual payments related to the changes in executive
management. The merger-related after-tax charges include $4.6 million for
Mahoning National, $3.5 million for Wood Bancorp and $31.6 million for First
Western, which were approximately $8 million less than originally expected.
Approximately one-half of the First Western charges represent non-cash
charges. The Company also expects an additional $2.8 million non-recurring
after-tax charge in the fourth quarter of this year related to the
integration of Mahoning National Bank of Youngstown.
The closing of the Mahoning National transaction represents the completion of
all pending mergers. Mr. Adams stated, "We are extremely proud of our
employees in accomplishing our mergers ahead of schedule. Their hard work
has enabled Sky Financial to nearly double the size of our company since it
was formed a year ago, while increasing core earnings per share by 27%.
The completion of the Mahoning National transaction will enable us to focus
even more intensely on revenue growth, customer service and additional
efficiencies."
Sky Financial Group, Inc. is a diversified financial services holding company
headquartered in Bowling Green, Ohio. The Company's banking affiliates
include Mid Am Bank, Toledo, Ohio; Sky Bank, Salineville, Ohio; and The Ohio
Bank, Findlay, Ohio. The Company also operates a wide range of financial
service affiliates which complement its core banking business. Thomas
J. O'Shane, Senior Executive Vice President of Sky Financial, will assume
oversight responsibilities for several of the Company's financial services
affiliates.
*****
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, including but not limited to non-recurring
charges and the closing of the Mahoning National transaction.
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