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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 1-14473
Sky Financial Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1372535
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)
(419) 327-6300
(Registrant's Telephone Number)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K. [ X ]
Based on the closing sales price of March 15, 2000 the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $1,071,620,000.
The number of shares outstanding of the Registrant's common stock, without par
value was 77,493,888 at March 15, 2000.
Certain specifically designated portions of Sky Financial Group, Inc.'s
1999 Annual Report to Shareholders are incorporated by reference into Parts I,
II and IV of this Form 10-K. Certain specifically designated portions of Sky
Financial Group, Inc.'s definitive Proxy Statement for its 2000 Annual Meeting
of Shareholders are incorporated be reference into Part III of this Form 10-K.
INDEX
10-K
Page
PART I
Item 1. Business ........................................... 3
Item 2. Properties ......................................... 8
Item 3. Legal Proceedings .................................. 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters ................................ 9
Item 6. Selected Financial Data ............................ 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................ 9
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk ........................................ 9
Item 8. Financial Statements and Supplementary Data ........ 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ................ 10
PART III
Item 10. Directors and Executive Officers of Registrant ..... 10
Item 11. Executive Compensation ............................. 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management ..................................... 12
Item 13. Certain Relationships and Related Transactions ..... 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................... 12
Signatures .................................................. 15
Exhibit Index ............................................... 17
PART I
Item 1. INFORMATION ABOUT SKY FINANCIAL GROUP, INC.
Sky Financial Group, Inc. (Sky Financial), a financial services holding
company, has four bank subsidiaries with a total of 205 banking centers and
149 ATMs located in Ohio, southern Michigan, western Pennsylvania and West
Virginia. Sky Financial also owns nine financial services subsidiaries which
engage in lines of business closely related to banking. Based on total assets
as of December 31, 1999, Sky Financial was the 7th largest bank holding company
based in Ohio. Through its banking subsidiaries, Sky Financial offers a wide
range of lending, depository, trust, and related financial services to
individual and business customers.
The Holding Company
Sky Financial Group, Inc., a registered bank holding company, is the
resulting company from the October 2, 1998 merger of equals between Citizens
Bancshares, Inc. (Bancshares) and Mid Am, Inc. (Mid Am). In conjunction with
the merger, Bancshares changed its name to Sky Financial Group, Inc. Sky
Financial's corporate philosophy is to encourage its subsidiaries to operate as
locally-oriented, community-based financial service affiliates, augmented by
experienced, centralized support from Sky Financial in selected critical areas.
This local market orientation is reflected in the bank subsidiaries' boards of
directors and branch banking centers, which generally have advisory boards
comprised of local business persons, professionals and other community
representatives, that assist the banking centers in responding to local
banking needs. The bank subsidiaries concentrate on customer service and
business development, while relying upon the support of Sky Financial in
identifying operational areas that can be effectively centralized without
sacrificing the benefits of a local orientation. Primary candidates for
centralization are those functions which are not readily visible to customers
and those which are critical to risk management. Asset quality review, data
processing, loan and deposit processing, certain mortgage banking activities,
financial reporting, investment activities, internal audit, compliance and
funds management are among the functions which are managed at the holding
company level.
Sky Financial's market area is economically diverse, with a base of
manufacturing, service industries, transportation and agriculture, and is not
dependent upon any single industry or employer. Similarly, Sky Financial's
customer base is diverse, and Sky Financial and its subsidiaries are not
dependent upon any single industry or upon any single customer.
Sky Financial's strategic plan includes expansion, market diversification and
growth of its fee-based income through internal business formations, internal
growth and through acquisitions of financial institutions, branches and
financial service businesses. Sky Financial seeks acquisition partners with
experienced management, which have significant market presence or have
potential for improved profitability through financial management, economies of
scale and expanded services.
There is significant competition among commercial banks in Sky Financial's
market area. As a result of the deregulation of the financial services
industry, Sky Financial also competes with other providers of financial
services such as savings and loan associations, credit unions, consumer finance
companies, securities firms, insurance companies, commercial finance and
leasing companies, the mutual funds industry, full service brokerage firms and
discount brokerage firms. Some of Sky Financial's competitors, including
certain regional bank holding companies which have made acquisitions in Sky
Financial's market area, have substantially greater resources than those of Sky
Financial, and as such, may have higher lending limits and may offer other
services not available through the bank and non-bank subsidiaries. The bank
and non-bank subsidiaries compete on the basis of rates of interest charged on
loans, the rates of interest paid for funds, the availability of services and
the responsiveness to the needs of its customers.
The Company's executive offices are located at 221 South Church Street,
Bowling Green, Ohio, and its telephone number is (419)327-6300.
The Bank Subsidiaries
Sky Bank (formerly known as The Citizens Banking Company), headquartered in
Salineville, Ohio and owned by Sky Financial since the formation of Sky
Financial's predecessor in 1982, was organized and chartered in 1902. Sky Bank
had total assets of $3.79 billion at December 31, 1999, and operates 91 banking
centers in eastern Ohio, western Pennsylvania and West Virginia.
The Mahoning National Bank of Youngstown (Mahoning), headquartered in
Youngstown, Ohio was acquired by Sky Financial in 1999. Mahoning had total
assets of $832 million at December 31, 1999, and operates 21 banking centers in
eastern Ohio. Mahoning will be merged into Sky Bank during the second quarter
of 2000.
Mid Am Bank, headquartered in Toledo, Ohio, was formed in 1952. With total
assets of $1.96 billion at December 31, 1999, it operates 55 banking centers in
northwest Ohio and southern Michigan.
The Ohio Bank (Ohio Bank), headquartered in Findlay, Ohio, was organized in
1897. At December 31, 1999, Ohio Bank had total assets of $1.35 billion and
38 banking centers in central western Ohio.
For additional information on Sky Financial's bank subsidiaries, see Note 2,
"Mergers, Acquisitions, Business Formations and Divestitures" on pages 45
through 48 of Sky Financial's 1999 Annual Report to Shareholders.
The Financial Services Subsidiaries
Sky Asset Management Services, Inc. (SAMSI) is Sky Financial's Florida-based
professional recovery services firm, formed in 1996 as a result of the merger
of two of Sky Financial's collection affiliates. SAMSI serves various
governmental agencies, retail, insurance and commercial clients primarily in
the Southeastern United States.
Sky Investments, Inc. (SII), Bryan, Ohio is Sky Financial's broker/dealer
affiliate, which provides its customers investment services throughout the
United States through its 175 registered representatives. SII also provides
non-depository investment products to the customers of the Bank Subsidiaries.
Sky Financial Solutions, Inc. (SFS) is Sky Financial's specialized medical
financing and leasing unit based in Columbus, Ohio. Beginning with its
formation in 1996, SFS has offered equipment and practice acquisition
financing to medical and dental professionals throughout the United States.
SFS sells substantially all of its financing originations to funding sources in
the secondary market.
Mid Am Financial Services, Inc. (MAFSI) is Sky Financial's consumer finance
company headquartered in Indianapolis, Indiana. MAFSI engages in
non-conforming residential mortgage lending for customers with difficult
financing needs, and sells substantially all of its originations in the
secondary market.
Effective January 1, 2000, Sky Financial centralized its entire trust business
into a newly-chartered trust company, Sky Trust, N.A. (Sky Trust). To
facilitate the formation, the trust business of each bank affiliate and Mid Am
Private Trust (MAPT) was transferred to Sky Trust and MAPT was merged into Sky
Trust. Sky Trust, a wholly-owned subsidiary of Sky Financial, is headquartered
in Pepper Pike, Ohio.
Sky Technology Resources, Inc. (Sky Tech) is Sky Financial's data processing
and operations affiliate which, through its facilities in Bowling Green, Ohio
and East Liverpool, Ohio, provide comprehensive back-room services and support
to Sky Financial's affiliates.
Freedom Financial Life Insurance Company (Freedom), owned by Sky Financial
since 1985, was organized and chartered under the laws of the State of Arizona.
Freedom is a reinsurance company providing credit life and accident and health
insurance coverage to loan customers of the Bank Subsidiaries.
Freedom Express, Inc. (Express), owned by Sky Financial since 1994, was
chartered in Ohio in 1984. Express is a courier company formed to transport
papers and documents between and among the states of Ohio, Pennsylvania and
West Virginia.
Supervision and Regulation
Sky Financial is subject to the provisions of the Bank Holding Company Act of
1956, as amended (the Act), which requires a bank holding company to register
under the Act and to be subject to the regulations of the Board of Governors
of the Federal Reserve System (FRB). Pursuant to Federal Reserve policy, Sky
Financial is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support such banks. As a bank
holding company, Sky Financial is required to file with the Board of Governors
an annual report and such additional information as the Board of Governors may
require pursuant to the Act. The Act requires prior approval by the Board of
Governors of the acquisition by a bank holding company, or any subsidiary
thereof, of more than five percent (5%) of the voting stock or substantially
all the assets of any bank within the United States.
The Act also prohibits a bank holding company, with certain exceptions, from
acquiring more than five percent (5%) of the voting stock of any company that
is not a bank and from engaging in any business other than banking or managing
or controlling banks. The Board of Governors is also authorized to approve,
among other things, the ownership of shares by a bank holding company in any
company the activities of which the Board of Governors has determined to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. The Board of Governors has, by regulation, determined that
certain activities, including mortgage banking, operating small loan
companies, factoring, furnishing certain data processing operations, holding
or operating properties used by banking subsidiaries or acquired for such
future use, providing certain investment and financial advice, leasing
(subject to certain conditions) real or personal property, providing
management consulting advice to certain depository institutions, providing
securities brokerage services, arranging commercial real estate equity
financing, underwriting and dealing in bank eligible securities, providing
consumer financial counseling, operating a collection agency, owning and
operating a savings association, operating a credit bureau and conducting
certain real estate investment activities and acting as insurance agent for
certain types of insurance, are closely related to banking within the
meaning of the Act. It also has determined that certain other activities,
including real estate brokerage and syndication, land development, and
property management, are not related to credit transactions and are not
permissible. Each of the non-banking activities conducted by Sky Financial
through its financial services affiliates are activities which have been
deemed by the Board of Governors to be closely related to banking within the
meaning of the Act.
The Act and the regulations of the Board of Governors prohibit banks from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property, or furnishing of services. The Act also
imposes certain restrictions upon dealing by affiliated banks with the holding
company and among themselves including restrictions on interbank borrowing and
upon dealings in respect to the securities or obligations of the holding
company or other affiliates.
Sky Financial is a legal entity separate and distinct from its banking and
other subsidiaries. Most of Sky Financial's revenues result from dividends
paid to it by its bank subsidiaries. There are statutory and regulatory
requirements applicable to the payment of dividends by subsidiary banks as well
as by Sky Financial to its shareholders.
Sky Financial's three bank subsidiaries, Sky Bank (Mahoning will be merged into
Sky Bank during the second quarter of 2000), Mid Am Bank and Ohio Bank are all
Ohio chartered banks and subject to supervision and regular examination by the
Ohio Divisions of Financial Institutions (DFI), and as members of the Federal
Reserve System, are subject to the applicable provisions of the Federal Reserve
Act. The Company's financial service subsidiaries are subject to various state
and federal regulatory bodies and licensing agencies. SII is subject to
regulations of the Federal Reserve Board, the Securities and Exchange
Commission and supervision by the National Association of Securities Dealers as
well as various state securities and insurance regulatory agencies. SAMSI,
MAFSI and SFS are subject to various state licensing requirements and are
subject to the regulations of the Federal Reserve Board. Sky Financial, as a
bank holding company, is subject to supervision and regular examination by the
Federal Reserve System. The deposits of all banking subsidiaries of Sky
Financial are insured by the Federal Deposit Insurance Corporation, to the
extent provided by law, and as such are subject to the provisions of the
Federal Deposit Insurance Act.
Each Ohio chartered banking association is required by law to obtain the prior
approval of the DFI for the declaration and payment of dividends if the total
of all dividends declared by the board of directors of such bank in any year
will exceed the total of (i) such bank's net profits (as defined and
interpreted by regulation) for that year plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years.
The payment of dividends by Sky Financial and Sky Financial's subsidiaries is
also affected by various regulatory requirements and policies, such as the
requirement to maintain capital at or above regulatory guidelines. In
addition, if, in the opinion of the applicable regulatory authority, a bank
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the bank,
could include the payment of dividends), such authority may require, after
notice and hearing, that such bank cease and desist from such practice. The
FRB and the DFI have each indicated that paying dividends that deplete a
bank's capital base to an inadequate level should be an unsafe and unsound
banking practice. The FRB, the DFI and the FDIC have issued policy statements
which provide that bank holding companies and insured banks should generally
only pay dividends out of current operating earnings.
On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley
Act which, effective March 11, 2000, permits bank holding companies to become
financial holding companies and thereby affiliate with securities firms and
insurance companies and engage in other activities that are financial in
nature. A bank holding company may become a financial holding company if each
of its subsidiary banks is well capitalized under the Federal Deposit Insurance
Corporation Improvement Act prompt corrective action provisions, is well
managed, and has at least a satisfactory rating under the Community
Reinvestment Act (CRA) by filing a declaration that the bank holding company
wishes to become a financial holding company. No regulatory approval will be
required for a financial holding company to acquire a company, other than a
bank or savings association, engaged in activities that are financial in nature
or incidental to activities that are financial in nature, as determined by the
Federal Reserve Board.
The Gramm-Leach-Bliley Act defines "financial in nature" to include securities
underwriting, dealing and market making; sponsoring mutual funds and investment
companies; insurance underwriting and agency; merchant banking activities; and
activities that the FRB has determined to be closely related to banking. A
national bank also may engage, subject to limitations on investment, in
activities that are financial in nature, other than insurance underwriting,
insurance company portfolio investment, real estate development and real estate
investment, through a financial subsidiary of the bank, if the bank is well
capitalized, well managed and has at least a satisfactory CRA rating.
Subsidiary banks of a financial holding company or national banks with
financial subsidiaries must continue to be well capitalized and well managed in
order to continue to engage in activities that are financial in nature without
regulatory actions or restrictions, which could include divestiture of the
financial in nature subsidiary or subsidiaries. In addition, a financial
holding company or a bank may not acquire a company that is engaged in
activities that are financial in nature unless each of the subsidiary banks of
the financial holding company or the bank has CRA rating of satisfactory or
better.
In addition, the information contained in Note 20 "Regulatory Matters" on
pages 64 and 65 of the Company's 1999 Annual Report to Shareholders is
incorporated by reference in response to this item.
Employees
As of December 31, 1999, Sky Financial and its subsidiaries had approximately
2,951 full-time equivalent employees. Sky Financial and its subsidiaries
consider their employee relations to be good. None of the employees are
covered by a collective bargaining agreement.
Certain Statistical Information Regarding Sky Financial
Certain financial and statistical information relative to Sky Financial as
required under the Securities and Exchange Commission's Industry Guide 3,
"Statistical Disclosure By Bank Holding Companies," and related discussion is
incorporated by specific references from the indicated pages of Sky Financial's
1999 Annual Report to Shareholders as indicated below.
Page in 1999 Annual
Report to Shareholders
Financial Ratios ................................ 18
Business Line Results ........................... 20
Net Interest Income; Average Balance Sheets
and Related Yields and Rates; Volume and
Rate Variance Analysis ........................ 21-23
Loan Portfolio; Non-performing Assets;
Risk Elements ................................. 25-28
Provision and Allowance for Credit Losses ....... 28-30
Securities ...................................... 31-32
Deposits ........................................ 32-33
Short-term Borrowings ........................... 33
Item 2. PROPERTIES
Sky Financial's executive offices are located in Bowling Green, Ohio. The Bank
Subsidiaries operate 205 banking centers, the majority of which are owned,
with the remaining banking centers under lease agreements, including 13 leased
from Bancsites, Inc. (Bancsites) under long-term lease agreements. Bancsites
was a wholly-owned subsidiary of Mid Am Bank until 1977, when Mid Am Bank
distributed all shares of Bancsites to its shareholders. Also, the information
contained in Note 5 "Premises and Equipment" on page 51 of Sky Financial's 1999
Annual Report to Shareholders isincorporated herein by reference in response to
this item.
Item 3. LEGAL PROCEEDINGS
The information contained in Note 17 "Contingencies" on page 62 of Sky
Financial's 1999 Annual Report to Shareholders is incorporated herein by
reference in response to this item.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS
The information contained under the caption "SHAREHOLDER INFORMATION" on page
74 and the information contained in Note 20 "Regulatory Matters" on pages
64 and 65 of Sky Financial's 1999 Annual Report to Shareholders is incorporated
herein by reference in response to this item. Sky Financial's common stock is
traded on the NASDAQ National Market System under the symbol "SKYF." At March
15, 2000, there were approximately 17,000 holders of record of Sky Financial's
common stock.
Item 6. SELECTED FINANCIAL DATA
The information contained under the caption "SUMMARY OF FINANCIAL DATA" on page
18 of Sky Financial's 1999 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on pages 19 through
36 of Sky Financial's 1999 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the caption " MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on pages 34 through
36 of Sky Financial's 1999 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained under the caption "QUARTERLY FINANCIAL HIGHLIGHTS" on
the inside of the front cover and the audited financial statements contained on
pages 37 through 68 of Sky Financial's 1999 Annual Report to Shareholders is
incorporated herein by reference in response to this item.
With the exception of the aforementioned information and the information
incorporated in Items 5, 6, 7 and 14, Sky Financial's 1999 Annual Report to
Shareholders is not to be deemed filed as part of this report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 4 and "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on
pages 6 through 8 of Sky Financial's 2000 Proxy Statement filed with the
Securities and Exchange Commission on March 3, 2000, is incorporated herein by
reference in response to this item.
The following table sets forth the names and ages and business experience of
each of the executive officers of Sky Financial. Each executive officer of Sky
Financial is appointed by the Board of Directors on an annual basis, and serves
at the pleasure of the Board.
Position With Company or Officer
Executive Officer Age Subsidiary and Experience Since*
Marty E. Adams 47 President and Chief Executive 1977
Officer of Sky Financial; formerly
President and Chief Operating
Officer of Sky Financial; formerly
Vice Chairman of the Board,
President and Chief Executive
Officer of Citizens Bancshares, Inc.
and The Citizens Banking Company
Frank J. Koch 46 Executive Vice President and 1988
Senior Credit Officer of Sky
Financial; formerly Executive
Vice President of Citizens
Bancshares, Inc.
Thomas J. O'Shane ** 52 Senior Executive Vice President; 1988
formerly Chairman of the Board and
President and Chief Executive Officer
of First Western Bancorp, Inc.
W. Granger Souder, Jr. 39 Executive Vice President, General 1989
Counsel and Secretary of the Company;
formerly Executive Vice President
and General Counsel of Mid Am, Inc.;
formerly employed as a securities
attorney in private practice
Kevin T. Thompson 46 Executive Vice President and 1998
Chief Financial Officer of the
Company; formerly Senior Vice
President/Controller of First
of America Bank Corporation
James F. Burwell 49 President and Chief Executive 1980
Officer of The Ohio Bank; formerly
Chief Operating Officer of The Ohio
Bank; formerly President and Chief
Executive Officer of First National
Bank Northwest Ohio
Richard L. Hardgrove 61 President and Chief Executive 1998
Officer of Sky Bank; formerly
Deputy Superintendent of the Ohio
Division of Financial Institutions;
formerly Chief Operating Officer
of First Bancorporation
Patrick A. Kennedy ** 53 President and Chief Executive 1981
Officer of Mid Am Bank; formerly
Executive Vice President/Lending of
Mid Am Bank; formerly Senior Vice
President/Lending of First National
Bank Northwest Ohio
* Includes period in which executive officer was an officer of a subsidiary
or acquired company.
** On March 13, 2000, Mid Am Bank announced the appointment of Thomas J.
O'Shane as Interim President and CEO and Edward J. Reiter as Chairman of the
Board of Directors of Mid Am Bank. The Board of Directors of Mid Am Bank
accepted the resignation of Patrick A. Kennedy on March 10, 2000.
Item 11. EXECUTIVE COMPENSATION
The information contained under the captions "EXECUTIVE COMPENSATION" on pages
9 through 11 and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" on
pages 13 through 15 of Sky Financial's 2000 Proxy Statement filed with the
Securities and Exchange Commission on March 3, 2000, is incorporated herein by
reference in response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 4, "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on pages 6
through 8 and "EXECUTIVE COMPENSATION" on pages 9 through 11 of Sky Financial's
2000 Proxy Statement filed with the Securities and Exchange Commission on
March 3, 2000, is incorporated herein by reference in response to this item.
Sky Financial has no knowledge of any person or any group (as defined in
Section 13.d.3 of the Securities Exchange Act of 1934) which owns in excess of
five percent of the outstanding common stock of Sky Financial.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the caption "CERTAIN TRANSACTIONS" on page
17 of Sky Financial's 2000 Proxy Statement filed with the Securities and
Exchange Commission on March 3, 2000, is incorporated herein by reference in
response to this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Page in 1999 Annual
Report to Shareholders*
(1) Financial Statements:
Report of Independent Auditors .................. 37
Consolidated Balance Sheets at
December 31, 1999 and 1998 .................... 38
Consolidated Statements of Income for
the three years ended December 31, 1999 ....... 39
Consolidated Statements of Changes in
Shareholders' Equity for the three years
ended December 31, 1999 ....................... 40
Consolidated Statements of Cash Flows for
the three years ended December 31, 1999 ....... 41
Notes to Consolidated Financial Statements ...... 42-68
* Incorporated by reference from the indicated pages of the 1999 Annual Report
to Shareholders. All schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
The following Exhibits required by Item 601 of Regulation S-K are filed as
part of this report:
Exhibit
Number Exhibit
2.1 Agreement and Plan of Merger dated as of June 6, 1999, by and between
Sky Financial Group, Inc. and Mahoning National Bancorp, Inc.
2.2 Agreement and Plan of Merger dated as of December 14, 1998 and amended
and restated as of April 19, 1999, by and among Sky Financial Group,
Inc., First Western Bancorp, Inc. and First Western Acquisition Corp
2.3 Agreement and Plan of Merger dated as of December 16, 1998, by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.
3.1 Sky Financial's Sixth Amended and Restated Articles of Incorporation
3.2 Sky Financial's Code of Regulations, as amended
4.1 Shareholder Rights Agreement dated as of July 21, 1998, between Sky
Financial and The Citizens Banking Company, as Rights Agent
10.1 Sky Financial's Amended and Restated 1998 Stock Option Plan for
Nonemployee Directors
10.2 Sky Financial's 1998 Stock Option Plan for Employees
10.3 Sky Financial's Non-Qualified Retirement Plan
10.4 Sky Financial's Employee Stock Ownership Pension Plan
10.5 Sky Financial's Profit Sharing and 401(k) Plan
10.6 Stock Option Agreement dated as of June 7, 1999, by and between
Sky Financial Group, Inc. and Mahoning National Bancorp, Inc.
10.7 Stock Option Agreement effective as of December 15, 1998, by and
between Sky Financial Group, Inc. and First Western Bancorp, Inc.
10.8 Stock Option Agreement dated as of December 16, 1998, by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.
10.9 Form of Indemnification Agreement between Sky Financial and
individual directors, certain officers and representatives.
10.10 Employment Agreement between Sky Financial and David R. Francisco
10.11 Employment Agreement between Sky Financial and Marty E. Adams
10.12 Letter agreement between Sky Financial and Thomas J. O'Shane dated
August 6, 1999.
10.13 Employment Agreement by and among Sky Financial, The Citizens
Banking Company, Century National Bank and Trust Company and
Joseph N. Tosh, II
10.14 Agreement by and among Sky Financial, The Citizens Banking Company
and Frank J. Koch.
10.15 Form of Change in Control Agreement between Sky Financial and
certain officers of Sky Financial.
11.1 Statement Re: Computation of Per Share Earnings
13.1 Sky Financial's 1999 Annual Report to Shareholders
20.1 Sky Financial's Proxy Statement for its 2000 Annual Meeting
21.1 Subsidiaries of Sky Financial
23.1 Consent of Independent Auditors
24.1 Power of Attorney
27.1 Financial Data Schedules (1999)
27.2 Financial Data Schedules (1998)
27.3 Financial Data Schedules (1997)
(b) Reports on Form 8-K
Sky Financial filed a report on Form 8-K with the Securities and Exchange
Commission as of October 1, 1999, describing the completion of Sky Financial's
acquisition of Mahoning National Bancorp, Inc., the change in executive
management of Sky Financial, the declaration of a 10% common stock dividend and
the reauthorization of Sky Financial's common stock repurchase plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SKY FINANCIAL GROUP, INC.
BY: /s/ Kevin T. Thompson
Kevin T. Thompson
Executive Vice President and Chief Financial Officer
March 22, 2000
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signatures
*
Marty E. Adams Director/President/CEO March 22, 2000
Kevin T. Thompson Executive Vice President/CFO
*
Gerald D. Aller Director March 22, 2000
*
David A. Bryan Director March 22, 2000
*
Keith D. Burgett Director March 22, 2000
*
George N. Chandler, II Director March 22, 2000
*
Robert C. Duvall Director March 22, 2000
*
Del E. Goedeker Director March 22, 2000
*
D. James Hilliker Director March 22, 2000
*
Richard R. Hollington, Jr. Director March 22, 2000
*
Charles I. Homan Director March 22, 2000
Fred H. Johnson, III Director
*
H. Lee Kinney Director March 22, 2000
*
Jonathan A. Levy Director March 22, 2000
*
Gerard P. Mastroianni Director March 22, 2000
*
Marilyn O. McAlear Director March 22, 2000
*
James C. McBane Director March 22, 2000
*
Kenneth E. McConnell Director March 22, 2000
*
Thomas S. Noneman Director March 22, 2000
*
Thomas J. O'Shane Director March 22, 2000
*
Edward J. Reiter Director March 22, 2000
*
Gregory L. Ridler Director March 22, 2000
*
Patrick W. Rooney Director March 22, 2000
*
Emerson J. Ross, Jr. Director March 22, 2000
*
Douglas J. Shierson Director March 22, 2000
*
C. Gregory Spangler Director March 22, 2000
*
Robert E. Spitler Director March 22, 2000
*
Robert E. Stearns Director March 22, 2000
*
Joseph N. Tosh, II Director March 22, 2000
* The undersigned attorney-in-fact, by signing his name below, does hereby
sign this Report on Form 10-K on behalf of the above-named officers and
directors pursuant to a power of attorney executed by such persons and filed
with the Securities and Exchange Commission contemporaneously herewith.
BY: /s/ Kevin T. Thompson
Kevin T. Thompson
Attorney-In-Fact
FORM 10-K
EXHIBIT INDEX
Exhibit
Number Exhibit
2.1 Agreement and Plan of Merger dated June 6, 1999, by and between
Sky Financial Group, Inc. and Mahoning National Bancorp, Inc.
(incorporated by reference to Exhibit 2 to the Form 8-K of
Sky Financial filed as of June 7, 1999).
2.2 Agreement and Plan of Merger dated as of December 14, 1998 and amended
and restated as of April 19, 1999, by and among Sky Financial Group
Inc., First Western Bancorp, Inc. and First Western Acquisition Corp
(incorporated by reference to Annex A to the Form S-4 of
Sky Financial filed as of May 21, 1999).
2.3 Agreement and Plan of Merger dated as of December 16, 1998, by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.
(incorporated by reference to Exhibit 2 to the Form 8-K of
Sky Financial filed as of December 28, 1998).
3.1 Sky Financial's Sixth Amended and Restated Articles of Incorporation
3.2 Sky Financial's Code of Regulations, as amended
4.1 Shareholder Rights Agreement dated as of July 21, 1998, between
Sky Financial and The Citizens Banking Company, as Rights Agent
(incorporated by reference to Exhibit 4 of Form S-4 Registration
Statement No. 333-60741 of Sky Financial).
10.1 Sky Financial's Amended and Restated 1998 Stock Option Plan for
Nonemployee Directors
(incorporated by reference to Appendix G of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement
No. 333-60741 of Sky Financial).
10.2 Sky Financial's 1998 Stock Option Plan for Employees
(incorporated by reference to Appendix H of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement
No. 333-60741 of Sky Financial).
10.3 Sky Financial's Non-Qualified Retirement Plan
(As Amended and Restated Effective January 1, 1999).
(incorporated by reference to Exhibit 10.3 to the Form 10-K of
Sky Financial filed as of March 16, 1999).
10.4 Sky Financial's Employee Stock Ownership Pension Plan
10.5 Sky Financial's Profit Sharing and 401(k) Plan
10.6 Stock Option Agreement dated as of June 7, 1999, by and between
Sky Financial Group, Inc. and Mahoning National Bancorp, Inc.
(incorporated by reference to Exhibit 99 of Schedule 13D filed
by Sky Financial as of July 30, 1999).
10.7 Stock Option Agreement effective as of December 15, 1998, by and
between Sky Financial Group, Inc. and First Western Bancorp, Inc.
(incorporated by reference to Exhibit 99 of Schedule 13D filed
by Sky Financial as of December 24, 1998).
10.8 Stock Option Agreement dated as of December 16, 1998, by and
between Sky Financial Group, Inc. and Wood Bancorp, Inc.
(incorporated by reference to Exhibit B of Schedule 13D filed
by Sky Financial as of December 28, 1998).
Exhibit Index (continued)
10.9 Form of Indemnification Agreement between Sky Financial and
individual directors, certain officers and representatives.
(incorporated by reference to Exhibit 10.6 to the Form 10-K of
Sky Financial filed as of March 16, 1999).
10.10 Employment Agreement between Sky Financial and David R. Francisco
(incorporated by reference to Exhibit 10.2 of Form S-4
Registration Statement No. 333-60741 of Sky Financial).
10.11 Employment Agreement between Sky Financial and Marty E. Adams
(incorporated by reference to Exhibit 10.3 of Form S-4
Registration Statement No. 333-60741 of Sky Financial).
10.12 Letter agreement between Sky Financial and Thomas J. O'Shane dated
August 6, 1999.
10.13 Employment Agreement by and among Sky Financial, The Citizens
Banking Company, Century National Bank and Trust Company and
Joseph N. Tosh, II
(incorporated by reference to Exhibit 10(18) of the Form 10-Q
of Sky Financial for the quarter ended June 30, 1998).
10.14 Agreement by and among Sky Financial, The Citizens Banking Company
and Frank J. Koch.
(incorporated by reference to Exhibit 10.11 to the Form 10-K of
Sky Financial filed as of March 16, 1999).
10.15 Form of Change in Control Agreement between Sky Financial and
certain officers of Sky Financial.
(incorporated by reference to Exhibit 10.12 to the Form 10-K of
Sky Financial filed as of March 16, 1999).
11.1 Statement Re: Computation of Per Share Earnings
(incorporated by reference from the information contained in
Note 11 "Earnings Per Share" on page 56 of Sky Financial's
1999 Annual Report to Shareholders). See Exhibit 13.1
13.1 Sky Financial's 1999 Annual Report to Shareholders
(except for the portions of the report expressly incorporated
by reference, the report is furnished solely for the information
of the Commission and is not deemed "filed" as part hereof).
20.1 Sky Financial's Proxy Statement for its 2000 Annual Meeting
(incorporated by reference from the information contained in
Sky Financial's 2000 Proxy Statement filed as of March 3, 2000).
21.1 Subsidiaries of Sky Financial
23.1 Consent of Independent Auditors
24.1 Power of Attorney
27.1 Financial Data Schedule (1999)
27.2 Financial Data Schedule (1998)
27.3 Financial Data Schedule (1997)