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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) August 30, 1999
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Mahoning National Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-20255 34-1692031
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
23 Federal Plaza Youngstown, Ohio 44501
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(Address of principal executive offices)
Registrant's telephone number, including area code: (330) 742-7000
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N/A
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(Former name or former address, if changed since last report)
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Mahoning National Bancorp, Inc.
Form 8-K
MAHONING NATIONAL BANCORP, INC.
INDEX
ITEM 5 - Other Matters
SIGNATURES
Exhibit 99 - Text of Press Release, dated August 30, 1999, issued
by Mahoning National Bancorp, Inc.
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Mahoning National Bancorp, Inc.
Form 8-K
Item 5 - Other Matters
On August 30, 1999, at a special meeting of the shareholders of Mahoning
National Bancorp, Inc., the shareholders approved the merger with Sky Financial
Group, Inc. It is anticipated the merger will close November 1, 1999, subject to
satisfaction of customary closing conditions.
The following are the results of the Mahoning National Bancorp, Inc. shareholder
vote for the proposal to approve and adopt the Agreement and Plan of Merger by
and between Sky Financial Group, Inc. and Mahoning National Bancorp, Inc.,
providing for the merger of Mahoning Bancorp with and into Sky Financial:
For 4,042,106
Against 213,026
Abstain 38,235
Under the agreement, Mahoning National Bancorp, Inc. shareholders will receive
1.66 shares of Sky Financial common stock for each share of Mahoning National
common stock in a tax free exchange.
Mahoning National Bancorp, Inc., with headquarters in Youngstown, Ohio, and
assets of approximately $825 million, is the parent of Mahoning National Bank of
Youngstown, a full service bank also providing trust and financial services.
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Mahoning National Bancorp, Inc.
Form 8-K
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.
Mahoning National Bancorp, Inc.
Dated: August 31, 1999 /s/ Norman E. Benden, Jr.
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Norman E. Benden, Jr.,
Secretary & Treasurer
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Mahoning National Bancorp, Inc.
Form 8-K
Exhibit 99
Text of Press Release dated August 30, 1999, issued by
Mahoning National Bancorp, Inc.
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[MNB LETTEHEAD] P R E S S R E L E A S E
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MAHONING NATIONAL BANCOP, INC.
FOR IMMEDIATE RELEASE
AUGUST 30, 1999
CONTACT: Norm Benden, Jr.
Senior Vice President & Chief Financial Officer
330-742-7045
MAHONING NATIONAL BANCORP, INC. SHAREHOLDERS APPROVE MERGER
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YOUNGSTOWN, OHIO-- Mahoning National Bancorp, Inc. (Nasdaq: "MGNB" ) announced
today that its shareholders have approved the merger with Sky Financial Group,
Inc. (Nasdaq: "SKYF"). It is anticipated that the merger will close November 1,
1999, subject to satisfaction of customary closing conditions.
Mahoning shareholders overwhelmingly supported the merger at a special meeting
on August 30, 1999. Mahoning's Board of Directors reached a definitive agreement
in June 1999 to merge Mahoning into Sky Financial. As previously announced,
Mahoning National Bank of Youngstown will become part of Sky Bank to create a
$4.6 billion commercial bank serving eastern Ohio, western Pennsylvania and
northern West Virginia. Sky Bank is an affiliate of Sky Financial. Upon
completion of the merger with Mahoning, the Sky Financial Group will have
approximately $7.7 billion in total assets, $5.8 billion in total deposits and
$585 million in total shareholder's equity, with 223 banking centers throughout
Ohio, western Pennsylvania, West Virginia, Michigan and Indiana.
Under the agreement, Mahoning shareholders will receive 1.66 shares of Sky
Financial common stock for each share of Mahoning common stock in a tax-free
exchange.
Mahoning National Bancorp, Inc., with headquarters in Youngstown, Ohio, and
assets of approximately $825 million, is the parent of Mahoning National Bank of
Youngstown, a full service bank also providing trust and financial services.
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Mahoning National Bancorp, Inc. - 23 Federal Plaza - Youngstown, Ohio 44501
