WOOD BANCORP INC
8-K, 1999-07-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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)
                                  July 7, 1999




                               WOOD BANCORP, INC.
- -------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



Delaware                             0-22034                    34-1742860
- -------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File No.)         (IRS Employer
of incorporation)                                            Identification No.)



 124 East Court, Bowling Green, Ohio                             43402-2259
- -------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code: (419) 352-3502



                                       N/A
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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<PAGE>



Item 5.                    Other Events

         On July 7, 1999,  the  Registrant  issued the  attached  press  release
announcing  that  the  stockholders  approved  the  merger  agreement  with  Sky
Financial Group.

Item 7.                    Financial Statements and Exhibits

         (a)      Exhibits

                  99.      Press release, dated July 7, 1999.


                                        2

<PAGE>



                                   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.

                                            WOOD BANCORP, INC.




Date: July 12, 1999                         By:  /s/ Richard L. Gordley
      -------------                              ----------------------------
                                                 Richard L. Gordley, President
                                                   and Chief Executive Officer


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                         [WOOD BANCORP, INC. LETTERHEAD]


FOR IMMEDIATE RELEASE:


CONTACT:                   Richard L. Gordley
                           President and Chief Executive Officer
                           First Federal Bank
                           (419) 352-3502


              WOOD BANCORP, INC. STOCKHOLDERS APPROVE PLAN TO MERGE
               WITH SKY FINANCIAL GROUP, INC., BOWLING GREEN, OHIO


July  7,  1999  (Bowling  Green:   Ohio;  NASDAQ:   FFWD)  Wood  Bancorp,   Inc.
stockholders,  at a special meeting of  stockholders,  today approved the merger
agreement in which Wood  Bancorp,  Inc.  will merge with and into Sky  Financial
Group, Bowling Green, Ohio (NASDAQ: SKYF).

Under the terms of the merger agreement,  Wood Bancorp shareholders will receive
 .7315 shares of Sky Financial  Group common stock for each share of Wood Bancorp
common stock. The exchange of shares will qualify as a tax-free exchange and the
transaction  will be  accounted  for as a  pooling-of-interests.  The  merger is
expected to be completed on July 16, 1999.




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