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:
August 30, 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 2. Acquisition or Disposition of Assets
Effective August 6, 1999, Sky Financial Group, Inc. (the Company) completed its
acquisition of First Western Bancorp, Inc. (First Western). First Western is a
$2.0 billion bank holding company headquartered in New Castle, Pennsylvania.
Under the terms of the transaction, shareholders of First Western received
approximately 13,604,000 shares of the Company's common stock in a tax-free
exchange accounted for as a pooling of interests. Immediately following the
affiliation, First Western's bank affiliate, First Western Bank, N.A., was
merged into Sky Bank.
The assets acquired and the terms of the Agreement and Plan of Merger (the
Merger) dated December 14, 1998, amended and restated as of April 19, 1999, are
qualified in its entirety by reference to the information contained in the
Registration Statement No. 333-78997 on Form S-4, as filed in connection with
the Merger.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Financial statements complying with the requirements of Regulation S-X are not
available, but will be filed by means of an amendment to this Report on Form
8-K within the time period required by law.
(b) Exhibits
Exhibit No. Exhibit
(2) Agreement and Plan of Merger by and between Sky Financial
Group, Inc. and First Western Bancorp, Inc. is hereby
incorporated by reference from the Company's Registration
Statement on Form S-4 (File No. 333-78997).
(99.1) Text of Press Release, dated August 6, 1999.
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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: August 30, 1999
EXHIBIT 99.1
FOR RELEASE 5:00 P.M.
CONTACT: Marty E. Adams
President & Chief Operating Officer
Sky Financial Group, Inc.
(419) 327-6300
Thomas J. O'Shane
Chairman, President & Chief Executive Officer
First Western Bancorp, Inc.
(724) 652-8550
SKY FINANCIAL GROUP, INC. ANNOUNCES
THE COMPLETION OF ITS
ACQUISITION OF FIRST WESTERN BANCORP, INC.
August 6, 1999 (Bowling Green, Ohio; NASDAQ: SKYF) Sky Financial Group, Inc.
today announced the completion of its acquisition of First Western Bancorp,
Inc. and its subsidiary First Western Bank, N.A., headquartered in New Castle,
Pennsylvania. The transaction is valued at $365 million.
Shareholders of First Western Bancorp will receive 1.211 shares of Sky
Financial Group common stock for each share of First Western Bancorp owned.
The exchange of shares will qualify as a tax-free exchange, and the transaction
will be accounted for as a pooling of interests.
As part of the transaction, First Western Bank has been merged with Sky Bank,
Sky Financial's Salineville-based commercial bank affiliate.
Thomas J. O'Shane, Chairman, President & CEO of First Western Bancorp, and
Robert C. Duvall, Director of First Western Bancorp, have been appointed to
serve on the Board of Directors of Sky Financial Group, Inc.
"Our partnership with First Western Bancorp represents an exciting step in our
company's growth, and we are extremely pleased at how well our companies
complement each other, to the benefit of our shareholders, employees, customers
and the community", said Marty E. Adams, Sky Financial Group's President and
Chief Operating Officer.
Thomas J. O'Shane, Chairman, President and CEO of First Western Bancorp
commented, "As a part of Sky Financial Group, we will continue to employ the
community bank concept of exceptional customer service from exceptional people,
with the added resources of a larger institution."
The following directors of First Western Bank, N.A. have been appointed to
serve on the Board of Directors of Sky Bank: Thomas S. Mansell, Floyd H.
McElwain, Barbara Bateman-McNees, Steven C. Warner and Harold F. Reed.
Richard L. Hardgrove , President and CEO of Sky Bank said, "We are extremely
pleased to welcome the employees and customers of First Western to Sky Bank,
and we look forward to continuing First Western's history of community
banking."
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's financial service affiliates include Sky Asset
Management Services, Inc., Clearwater, Florida; Sky Investments Inc., Bryan,
Ohio; Sky Insurance Agency, Inc., Archbold, Ohio; Sky Financial Solutions,
Inc., Columbus, Ohio; Mid Am Private Trust, N.A., Pepper Pike, Ohio; Mid Am
Financial Services, Inc., and Simplicity Mortgage Consultants, Carmel, Indiana;
Picton Cavanaugh, Inc., Toledo, Ohio; 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.
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