SEC Info - Wood Bancorp Inc - ‘8-K’ for 12/16/98

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Wood Bancorp Inc – ‘8-K’ for 12/16/98 – EX-10

As of: Thursday, 12/31/98 · For: 12/16/98 · Accession #: 914317-98-759 · File #: 0-22034

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/31/98  Wood Bancorp Inc                  8-K:5,7    12/16/98    3:191K                                   Commerce Fin’l … Corp/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        53    197K 
 2: EX-10       Material Contract                                     18     62K 
 3: EX-99       Miscellaneous Exhibit                                  4     11K

EX-10 — Material Contract

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EXHIBIT 10

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STOCK OPTION AGREEMENT

      STOCK  OPTION  AGREEMENT,  dated as of  December  16,  1998,  between  Sky
Financial Group, Inc., an Ohio corporation ("Grantee"),  and Wood Bancorp, Inc.,
a Delaware corporation ("Issuer").                                              

W I T N E S S E T H:

      WHEREAS,  Grantee and Issuer are simultaneously entering into an Agreement
and Plan of Merger (the "Merger Agreement");                                    

      WHEREAS,  as an inducement to the willingness of Grantee to enter into the
Merger Agreement,  Issuer has agreed to grant Grantee the Option (as hereinafter
defined); and                                                                   

      WHEREAS,  the Board of  Directors  of Issuer has approved the grant of the
Option and the Merger Agreement;                                                

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Merger Agreement,  the parties hereto
agree as follows:                                                               

      1. (a)  Issuer  hereby  grants to Grantee  an  unconditional,  irrevocable
option  (the  "Option")  to  purchase,  subject  to the terms  hereof,  up to an
aggregate of 560,926  fully paid and  nonassessable  shares of the common stock,
par value $.01 per share, of Issuer ("Common  Stock") at a price per share equal
to $16.00; provided, however, that in the event Issuer issues or agrees to issue
any shares of Common Stock (other than shares of Common Stock issued pursuant to
stock options granted  pursuant to any employee and director benefit plans prior
to the date  hereof)  at a price  less  than such  price per share (as  adjusted
pursuant  to  subsection  (b) of Section  5),  such price shall be equal to such
lesser  price  (such  price,  as adjusted if  applicable,  the "Option  Price");
provided,  further,  that in no event  shall the number of shares for which this
Option is  exercisable  exceed  19.9% of the  issued and  outstanding  shares of
Common Stock. The number of shares of Common Stock that may be received upon the
exercise of the Option and the Option Price are subject to  adjustment as herein
set forth.                                                                      

      (b) In the event that any additional  shares of Common Stock are issued or
otherwise  become  outstanding  after  the date of this  Agreement  (other  than
pursuant to this  Agreement  and other than  pursuant to an event  described  in
Section 5(a) hereof), the number of shares of Common Stock subject to the Option
shall be increased so that,  after such issuance,  such number together with any
shares of Common Stock previously  issued pursuant  hereto,  equals 19.9% of the
number of shares of Common  Stock then  issued and  outstanding  without  giving
effect to any shares subject or issued pursuant to the Option. Nothing contained
in this Section l(b) or elsewhere in this Agreement shall be deemed to authorize
Issuer to issue shares in breach any provision of the Merger Agreement.         

      2. (a) The Holder (as  hereinafter  defined) may  exercise the Option,  in
whole or part, if, but only if, both an Initial Triggering Event (as hereinafter
defined) and a Subsequent Triggering Event                                      

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(as  hereinafter  defined)  shall have  occurred  prior to the  occurrence of an
Exercise  Termination Event (as hereinafter  defined),  provided that the Holder
shall have sent the written  notice of such  exercise (as provided in subsection
(e) of  this  Section  2)  within  six  (6)  months  following  such  Subsequent
Triggering  Event (or such later period as provided in Section 10).  Each of the
following shall be an Exercise  Termination Event: (i) the Effective Time of the
Merger;  (ii)  termination  of the  Merger  Agreement  in  accordance  with  the
provisions  thereof if such  termination  occurs prior to the  occurrence  of an
Initial  Triggering  Event except a termination  by Grantee  pursuant to Section
8.01(b)  of the Merger  Agreement  (but only if the  breach  giving  rise to the
termination  was  willful) ( a "Listed  Termination");  or (iii) the  passage of
eighteen  (18)  months (or such  longer  period as provided in Section 10) after
termination of the Merger Agreement if such  termination  follows the occurrence
of an Initial  Triggering  Event or is a Listed  Termination.  The term "Holder"
shall mean the holder or holders of the Option.  Notwithstanding anything to the
contrary  contained herein, (i) the Option may not be exercised at any time when
Grantee shall be in material breach of any of its  representations,  warranties,
covenants or agreements contained in the Merger Agreement such that Issuer shall
be entitled  to  terminate  the Merger  Agreement  pursuant  to Section  8.01(b)
thereof and (ii) this Agreement  shall  automatically  terminate upon the proper
termination  of the Merger  Agreement  by Issuer  pursuant  to  Section  8.01(b)
thereof as a result of the  material  breach by Grantee of its  representations,
warranties, covenants or agreements contained in the Merger Agreement.          

      (b) The term  "Initial  Triggering  Event" shall mean any of the following
events or transactions occurring on or after the date hereof:                   

                  (i)  Issuer  or  its  financial  institution  subsidiary  (the
      "Issuer  Subsidiary"),  without having  received  Grantee's  prior written
      consent,  shall have entered into an agreement to engage in an Acquisition
      Transaction  (as  hereinafter  defined) with any person (the term "person"
      for  purposes of this  Agreement  having the meaning  assigned  thereto in
      Sections  3(a)(9) and 13(d)(3) of the Securities  Exchange Act of 1934, as
      amended (the "1934 Act"), and the rules and regulations  thereunder) other
      than Grantee or any of its Subsidiaries  (each a "Grantee  Subsidiary") or
      the  Board  of  Directors  of  Issuer  (the  "Issuer  Board")  shall  have
      recommended  that  the  shareholders  of  Issuer  approve  or  accept  any
      Acquisition   Transaction   other  than  as  contemplated  by  the  Merger
      Agreement. For purposes of this Agreement,  (a) "Acquisition  Transaction"
      shall  mean (x) a merger or  consolidation,  or any  similar  transaction,
      involving   Issuer  or  the  Issuer   Subsidiary   (other  than   mergers,
      consolidations or similar transactions  involving solely Issuer and/or one
      or more  wholly-owned  Subsidiaries  of the  Issuer,  provided,  any  such
      transaction  is not entered  into in  violation of the terms of the Merger
      Agreement),  (y) a  purchase,  lease  or other  acquisition  of all or any
      substantial  part of the  assets  or  deposits  of  Issuer  or the  Issuer
      Subsidiary,  or (z) a purchase or other  acquisition  (including by way of
      merger,   consolidation,   share  exchange  or  otherwise)  of  securities
      representing  10% or more of the  voting  power of  Issuer  or the  Issuer
      Subsidiary and (b)  "Subsidiary"  shall have the meaning set forth in Rule
12b-2 under the 1934 Act;                                           

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                  (ii)  Any  person  other  than  the  Grantee  or  any  Grantee
      Subsidiary  shall  have  acquired  beneficial  ownership  or the  right to
      acquire  beneficial  ownership of 10% or more of the outstanding shares of
      Common  Stock  (the  term  "beneficial  ownership"  for  purposes  of this
      Agreement having the meaning assigned thereto in Section 13(d) of the 1934
Act, and the rules and regulations thereunder);                     

                  (iii) The  shareholders  of Issuer shall have voted and failed
      to adopt the Merger  Agreement  at a meeting  which has been held for that
      purpose or any adjournment or postponement  thereof, or such meeting shall
      not have been held in violation of the Merger Agreement or shall have been
      cancelled  prior to termination of the Merger  Agreement if, prior to such
      meeting  (or if such  meeting  shall not have been held or shall have been
      cancelled,  prior  to such  termination),  it  shall  have  been  publicly
      announced that any person (other than Grantee or any of its  Subsidiaries)
      shall have made,  or  disclosed an intention to make, a proposal to engage
in an Acquisition Transaction;                                      

                  (iv) The Issuer  Board shall have  withdrawn  or modified  (or
      publicly  announced  its  intention  to  withdraw or modify) in any manner
      adverse in any respect to Grantee its recommendation that the shareholders
      of Issuer approve the transactions  contemplated by the Merger  Agreement,
      or Issuer or the Issuer  Subsidiary  shall have  authorized,  recommended,
      proposed (or publicly  announced its intention to authorize,  recommend or
      propose) an agreement  to engage in an  Acquisition  Transaction  with any
person other than Grantee or a Grantee Subsidiary;                  

                  (v) Any person  other than  Grantee or any Grantee  Subsidiary
      shall have made a proposal to Issuer or its  shareholders  to engage in an
      Acquisition  Transaction  and  such  proposal  shall  have  been  publicly
announced;                                                          

                  (vi) Any person other than  Grantee or any Grantee  Subsidiary
      shall have filed with the SEC a  registration  statement  or tender  offer
      materials with respect to a potential  exchange or tender offer that would
      constitute  an  Acquisition  Transaction  (or  filed a  preliminary  proxy
      statement  with the Securities  and Exchange  Commission  (the "SEC") with
      respect to a potential vote by its shareholders to approve the issuance of
shares to be offered in such an exchange offer);                    

                  (vii)  Issuer  shall have  willfully  breached any covenant or
      obligation  contained in the Merger  Agreement in anticipation of engaging
      in an Acquisition Transaction,  and following such breach Grantee would be
      entitled to terminate the Merger Agreement  (whether  immediately or after
the giving of notice or passage of time or both); or                

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                  (viii)Any person other than Grantee or any Grantee  Subsidiary
      shall have filed an  application  or notice with the Board of Governors of
      the Federal Reserve System (the "Federal  Reserve Board") or other federal
      or state bank  regulatory or antitrust  authority,  which  application  or
      notice has been  accepted  for  processing,  for  approval to engage in an
Acquisition Transaction.                                            

      (c) The term "Subsequent Triggering Event" shall mean any of the following
events or transactions occurring after the date hereof:                         

                  (i) The  acquisition  by any person (other than Grantee or any
      Grantee  Subsidiary)  of  beneficial  ownership of 25% or more of the then
outstanding Common Stock; or                                        

                  (ii) The occurrence of the Initial  Triggering Event described
      in  clause  (i) of  subsection  (b) of this  Section  2,  except  that the
      percentage  referred to in clause (z) of the second sentence thereof shall
be 25%.                                                             

      (d) Issuer shall notify  Grantee  promptly in writing of the occurrence of
any  Initial  Triggering  Event or  Subsequent  Triggering  Event  (together,  a
"Triggering  Event"),  it being  understood  that the  giving of such  notice by
Issuer  shall not be a  condition  to the right of the  Holder to  exercise  the
Option.                                                                         

      (e) In the event the  Holder is  entitled  to and wishes to  exercise  the
Option (or any portion  thereof),  it shall send to Issuer a written notice (the
date of which being herein referred to as the "Notice Date")  specifying (i) the
total  number of shares it will  purchase  pursuant to such  exercise and (ii) a
place and date not earlier than three  business  days nor later than 60 business
days from the Notice Date for the closing of such purchase (the "Closing Date");
provided, that if prior notification to or approval of the Federal Reserve Board
or any other  regulatory or antitrust agency is required in connection with such
purchase,  the Holder shall promptly file the required notice or application for
approval,  shall promptly notify Issuer of such filing, and shall  expeditiously
process  the same and the period of time that  otherwise  would run  pursuant to
this sentence shall run instead from the date on which any required notification
periods have expired or been terminated or such approvals have been obtained and
any requisite  waiting period or periods shall have passed.  Any exercise of the
Option shall be deemed to occur on the Notice Date relating thereto.            

      (f) At the closing  referred to in  subsection  (e) of this Section 2, the
Holder shall (i) pay to Issuer the  aggregate  purchase  price for the shares of
Common Stock  purchased  pursuant to the  exercise of the Option in  immediately
available funds by wire transfer to a bank account designated by Issuer and (ii)
present  and  surrender  this  Agreement  to Issuer at its  principal  executive
offices,  provided that the failure or refusal of the Issuer to designate such a
bank account or accept surrender of this Agreement shall not preclude the Holder
from exercising the Option .                                                    

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      (g) At such  closing,  simultaneously  with the  delivery  of  immediately
available  funds as provided in  subsection  (f) of this Section 2, Issuer shall
deliver to the Holder a certificate or certificates  representing  the number of
shares of Common  Stock  purchased  by the Holder and,  if the Option  should be
exercised in part only, a new Option evidencing the rights of the Holder thereof
to purchase the balance of the shares purchasable hereunder.                    

      (h) Certificates for Common Stock delivered at a closing  hereunder may be
endorsed with a restrictive legend that shall read substantially as follows:    

            "The  transfer  of the shares  represented  by this  certificate  is
      subject to certain  provisions of an  agreement,  dated as of December 16,
      1998,  between  the  registered  holder  hereof  and  Issuer and to resale
      restrictions  arising under the Securities Act of 1933, as amended. A copy
      of such agreement is on file at the principal office of Issuer and will be
      provided to the holder hereof  without  charge upon receipt by Issuer of a
written request therefor."                                          

It is understood and agreed that:  (i) the reference to the resale  restrictions
of the  Securities  Act of 1933, as amended (the "1933 Act") in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if the Holder  shall have  delivered to Issuer a copy of a letter from the staff
of the  SEC,  or an  opinion  of  counsel,  in  form  and  substance  reasonably
satisfactory  to Issuer,  to the effect  that such  legend is not  required  for
purposes of the 1933 Act; (ii) the reference to the provisions of this Agreement
in the above  legend shall be removed by delivery of  substitute  certificate(s)
without such reference if the shares have been sold or transferred in compliance
with the  provisions  of this  Agreement  and  under  circumstances  that do not
require the retention of such reference in the opinion of Counsel to the Holder;
and (iii) the legend shall be removed in its entirety if the  conditions  in the
preceding  clauses  (i)  and  (ii)  are  both  satisfied.   In  addition,   such
certificates shall bear any other legend as may be required by law.             

      (i) Upon the  giving by the  Holder to  Issuer  of the  written  notice of
exercise of the Option  provided for under  subsection (e) of this Section 2 and
the tender of the applicable purchase price in immediately  available funds, the
Holder  shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such  exercise,  notwithstanding  that the stock transfer books of
Issuer  shall then be closed or that  certificates  representing  such shares of
Common Stock shall not then be actually  delivered  to the Holder.  Issuer shall
pay all expenses,  and any and all United States federal,  state and local taxes
and other charges that may be payable in connection with the preparation,  issue
and  delivery  of stock  certificates  under  this  Section 2 in the name of the
Holder or its assignee, transferee or designee.                                 

      3.  Issuer  agrees:  (i) that it shall at all  times  maintain,  free from
preemptive  rights,  sufficient  authorized  but unissued or treasury  shares of
Common Stock so that the Option may be exercised                                

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without  additional  authorization  of Common Stock after  giving  effect to all
other  options,  warrants,  convertible  securities and other rights to purchase
Common  Stock;   (ii)  that  it  will  not,  by  charter  amendment  or  through
reorganization,  consolidation, merger, dissolution or sale of assets, or by any
other voluntary act, avoid or seek to avoid the observance or performance of any
of the  covenants,  stipulations  or  conditions  to be  observed  or  performed
hereunder by Issuer;  (iii) promptly to take all action as may from time to time
be required (including (x) complying with all applicable premerger notification,
reporting and waiting period requirements specified in 15 U.S.C. Section 18a and
regulations  promulgated thereunder and (y) in the event, under the Bank Holding
Company Act of 1956, as amended (the "BHCA"),  or the Change in Bank Control Act
of 1978, as amended,  or any state or other federal  banking law, prior approval
of or  notice to the  Federal  Reserve  Board or to any  state or other  federal
regulatory   authority  is  necessary   before  the  Option  may  be  exercised,
cooperating  fully with the Holder in preparing such applications or notices and
providing such  information to the Federal  Reserve Board or such state or other
federal regulatory  authority as they may require) in order to permit the Holder
to exercise the Option and Issuer duly and effectively to issue shares of Common
Stock pursuant  hereto;  and (iv) promptly to take all action provided herein to
protect the rights of the Holder against dilution.                              

      4. This  Agreement  (and the  Option  granted  hereby)  are  exchangeable,
without expense, at the option of the Holder, upon presentation and surrender of
this Agreement at the principal office of Issuer, for other Agreements providing
for Options of different denominations entitling the holder thereof to purchase,
on the same terms and subject to the same conditions as are set forth herein, in
the aggregate the same number of shares of Common Stock  purchasable  hereunder.
The terms  "Agreement"  and "Option" as used herein  include any  Agreements and
related  Options for which this Agreement (and the Option granted hereby) may be
exchanged.  Upon receipt by Issuer of evidence reasonably  satisfactory to it of
the loss, theft,  destruction or mutilation of this Agreement,  and (in the case
of loss, theft or destruction) of reasonably satisfactory  indemnification,  and
upon surrender and  cancellation  of this Agreement,  if mutilated,  Issuer will
execute  and  deliver a new  Agreement  of like  tenor  and  date.  Any such new
Agreement  executed and delivered  shall  constitute  an additional  contractual
obligation on the part of Issuer,  whether or not the Agreement so lost, stolen,
destroyed or mutilated shall at any time be enforceable by anyone.              

      5. In addition to the  adjustment  in the number of shares of Common Stock
that are  purchasable  upon exercise of the Option pursuant to Section 1 of this
Agreement, the number of shares of Common Stock purchasable upon the exercise of
the Option and the Option Price shall be subject to adjustment from time to time
as provided in this Section 5.                                                  

      (a) In the event of any change  in, or  distributions  in respect  of, the
Common   Stock   by   reason   of   stock   dividends,    split-ups,    mergers,
recapitalizations,  combinations, subdivisions, conversions, exchanges of shares
or the like,  the type and  number of shares of Common  Stock  purchasable  upon
exercise hereof shall be  appropriately  adjusted and proper  provision shall be
made so that, in the                                                            

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event that any  additional  shares of Common Stock are to be issued or otherwise
become  outstanding  as a result of any such change  (other than  pursuant to an
exercise  of the  Option),  the  number of shares of Common  Stock  that  remain
subject to the Option  shall be  increased  so that,  after  such  issuance  and
together with shares of Common Stock previously  issued pursuant to the exercise
of the Option (as  adjusted  on account of any of the  foregoing  changes in the
Common  Stock),  it equals  19.9% of the  number of shares of Common  Stock then
issued and outstanding.                                                         

      (b)  Whenever  the  number  of shares of  Common  Stock  purchasable  upon
exercise  hereof is adjusted as  provided  in this  Section 5, the Option  Price
shall be adjusted by multiplying  the Option Price by a fraction,  the numerator
of which  shall be equal to the  number of shares  of Common  Stock  purchasable
prior to the  adjustment  and the  denominator  of  which  shall be equal to the
number of shares of Common Stock purchasable after the adjustment.              

      6. Upon the occurrence of a Subsequent  Triggering Event that occurs prior
to an  Exercise  Termination  Event,  Issuer  shall,  at the  request of Grantee
delivered within twelve (12) months (or such later period as provided in Section
10) of such Subsequent  Triggering Event (whether on its own behalf or on behalf
of any  subsequent  holder of this Option (or part thereof) or any of the shares
of Common Stock issued pursuant hereto), promptly prepare, file and keep current
a  registration  statement  under the 1933 Act  covering  any shares  issued and
issuable  pursuant to this Option and shall use its  reasonable  best efforts to
cause such  registration  statement to become  effective  and remain  current in
order to permit  the sale or other  disposition  of any  shares of Common  Stock
issued  upon total or partial  exercise  of this  Option  ("Option  Shares")  in
accordance  with any plan of disposition  requested by Grantee.  Issuer will use
its reasonable  best efforts to cause such  registration  statement  promptly to
become  effective and then to remain  effective for such period not in excess of
180 days from the day such  registration  statement  first becomes  effective or
such shorter time as may be  reasonably  necessary to effect such sales or other
dispositions. Grantee shall have the right to demand two such registrations. The
Issuer shall bear the costs of such  registrations  (including,  but not limited
to,  Issuer's  attorneys'  fees,  printing  costs and  filing  fees,  except for
underwriting   discounts  or  commissions,   brokers'  fees  and  the  fees  and
disbursements   of   Grantee's   counsel   related   thereto).   The   foregoing
notwithstanding,  if, at the time of any request by Grantee for  registration of
Option Shares as provided above,  Issuer is in  registration  with respect to an
underwritten  public offering by Issuer of shares of Common Stock, and if in the
good faith judgment of the managing underwriter or managing underwriters, or, if
none, the sole underwriter or underwriters,  of such offering the offer and sale
of the Option Shares would interfere with the successful marketing of the shares
of Common Stock offered by Issuer,  the number of Option Shares  otherwise to be
covered  in the  registration  statement  contemplated  hereby  may be  reduced;
provided,  however,  that after any such required reduction the number of Option
Shares to be  included  in such  offering  for the  account of the Holder  shall
constitute  at least 25% of the total  number of shares to be sold by the Holder
and  Issuer  in the  aggregate;  and  provided  further,  however,  that if such
reduction  occurs,  then  Issuer  shall file a  registration  statement  for the
balance as promptly as practicable thereafter as to which no                    

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reduction  pursuant to this Section 6 shall be permitted or occur and the Holder
shall thereafter be entitled to one additional  registration and the twelve (12)
month  period  referred  to in the  first  sentence  of this  section  shall  be
increased  to  twenty-four  (24)  months.  Each such  Holder  shall  provide all
information  reasonably  requested by Issuer for  inclusion in any  registration
statement to be filed  hereunder.  If requested by any such Holder in connection
with  such  registration,  Issuer  shall  become  a  party  to any  underwriting
agreement  relating  to the  sale of such  shares,  but  only to the  extent  of
obligating  itself in respect of  representations,  warranties,  indemnities and
other  agreements  customarily  included  in such  underwriting  agreements  for
Issuer. Upon receiving any request under this Section 6 from any Holder,  Issuer
agrees to send a copy thereof to any other person known to Issuer to be entitled
to  registration  rights under this Section 6, in each case by promptly  mailing
the same,  postage prepaid,  to the address of record of the persons entitled to
receive such copies.  Notwithstanding anything to the contrary contained herein,
in no event shall the number of registrations that Issuer is obligated to effect
be increased by reason of the fact that there shall be more than one Holder as a
result of any assignment or division of this Agreement.                         

      7. (a) At any time after the occurrence of a Repurchase  Event (as defined
below)  (i) at the  request  of  the  Holder,  delivered  prior  to an  Exercise
Termination  Event (or such later period as provided in Section 10),  Issuer (or
any successor  thereto)  shall  repurchase the Option from the Holder at a price
(the  "Option   Repurchase  Price")  equal  to  the  amount  by  which  (A)  the
market/offer  price (as defined below) exceeds (B) the Option Price,  multiplied
by the number of shares for which this Option may then be exercised  and (ii) at
the  request  of the owner of  Option  Shares  from time to time (the  "Owner"),
delivered  prior to an  Exercise  Termination  Event  (or such  later  period as
provided in Section 10), Issuer (or any successor thereto) shall repurchase such
number of the Option  Shares  from the Owner as the Owner shall  designate  at a
price (the "Option  Share  Repurchase  Price") equal to the  market/offer  price
multiplied by the number of Option Shares so designated.  The term "market/offer
price"  shall  mean the  highest  of (i) the price per share of Common  Stock at
which a tender or  exchange  offer  therefor  has been made,  (ii) the price per
share of Common  Stock to be paid by any third party  pursuant  to an  agreement
with Issuer,  (iii) the highest  closing price for shares of Common Stock within
the six-month period  immediately  preceding the date the Holder gives notice of
the required repurchase of this Option or the Owner gives notice of the required
repurchase of Option Shares,  as the case may be, or (iv) in the event of a sale
of all or any substantial  part of Issuer's  assets or deposits,  the sum of the
net price paid in such sale for such assets or deposits  and the current  market
value of the  remaining  net  assets  of Issuer as  determined  by a  nationally
recognized  investment  banking firm selected by the Holder or the Owner, as the
case may be,  and  reasonably  acceptable  to  Issuer,  divided by the number of
shares  of Common  Stock of  Issuer  outstanding  at the time of such  sale.  In
determining the market/offer  price, the value of consideration  other than cash
shall be determined by a nationally  recognized investment banking firm selected
by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

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      (b) The Holder and the Owner,  as the case may be, may  exercise its right
to require  Issuer to repurchase  the Option and any Option  Shares  pursuant to
this  Section 7 by  surrendering  for such purpose to Issuer,  at its  principal
office,  a copy  of  this  Agreement  or  certificates  for  Option  Shares,  as
applicable,  accompanied by a written notice or notices  stating that the Holder
or the Owner,  as the case may be, elects to require  Issuer to repurchase  this
Option  and/or the  Option  Shares in  accordance  with the  provisions  of this
Section 7. As promptly as  practicable,  and in any event  within five  business
days after the surrender of the Option and/or  certificates  representing Option
Shares and the receipt of such notice or notices relating thereto,  Issuer shall
deliver or cause to be  delivered  to the Holder  the  Option  Repurchase  Price
and/or to the Owner the Option Share  Repurchase  Price  therefor or the portion
thereof that Issuer is not then prohibited  under  applicable law and regulation
from so delivering.                                                             

      (c) To the  extent  that  Issuer is  prohibited  under  applicable  law or
regulation,  or as a consequence of administrative policy, from repurchasing the
Option and/or the Option Shares in full,  Issuer shall immediately so notify the
Holder and/or the Owner and  thereafter  deliver or cause to be delivered,  from
time to time, to the Holder and/or the Owner, as appropriate, the portion of the
Option  Repurchase  Price and the Option Share Repurchase  Price,  respectively,
that it is no longer prohibited from delivering, within five business days after
the date on which Issuer is no longer so prohibited;  provided, however, that if
Issuer  at any  time  after  delivery  of a notice  of  repurchase  pursuant  to
paragraph  (b)  of  this  Section  7  is  prohibited  under  applicable  law  or
regulation, or as a consequence of administrative policy, from delivering to the
Holder and/or the Owner, as  appropriate,  the Option  Repurchase  Price and the
Option  Share  Repurchase  Price,  respectively,  in  full  (and  Issuer  hereby
undertakes to use its reasonable best efforts to obtain all required  regulatory
and legal approvals and to file any required  notices as promptly as practicable
in order to  accomplish  such  repurchase),  the  Holder or Owner may revoke its
notice of repurchase of the Option and/or the Option Shares  whether in whole or
to the extent of the prohibition,  whereupon,  in the latter case,  Issuer shall
promptly  (i)  deliver to the Holder  and/or the  Owner,  as  appropriate,  that
portion of the Option  Repurchase Price and/or the Option Share Repurchase Price
that Issuer is not prohibited from delivering; and (ii) deliver, as appropriate,
either (A) to the Holder, a new Agreement  evidencing the right of the Holder to
purchase  that  number of shares of Common  Stock  obtained by  multiplying  the
number  of shares of Common  Stock  for  which  the  surrendered  Agreement  was
exercisable  at the time of delivery of the notice of  repurchase by a fraction,
the numerator of which is the Option  Repurchase  Price less the portion thereof
theretofore  delivered to the Holder and the  denominator of which is the Option
Repurchase  Price,  and/or (B) to the Owner, a certificate for the Option Shares
it is then so prohibited from  repurchasing.  If an Exercise  Termination  Event
shall have occurred  prior to the date of the notice by Issuer  described in the
first  sentence of this  subsection  (c), or shall be  scheduled to occur at any
time before the  expiration  of a period  ending on the thirtieth day after such
date, the Holder shall  nonetheless  have the right to exercise the Option until
the expiration of such 30-day period.                                           

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      (d) For purposes of this Section 7, a  "Repurchase  Event" shall be deemed
to  have  occurred  upon  the  occurrence  of  any of the  following  events  or
transactions after the date hereof:                                             

                  (i) the  acquisition  by any person (other than Grantee or any
      Grantee  Subsidiary)  of  beneficial  ownership of 50% or more of the then
outstanding Common Stock; or                                        

                  (ii) the consummation of any Acquisition Transaction described
      in Section  2(b)(i)  hereof,  except  that the  percentage  referred to in
clause (z) shall be 50%.                                            

      8. (a) In the event that prior to an Exercise  Termination  Event,  Issuer
shall enter into an agreement (i) to consolidate  with or merge into any person,
other than Grantee or a Grantee Subsidiary, or engage in a plan of exchange with
any person,  other than Grantee or a Grantee  Subsidiary and Issuer shall not be
the continuing or surviving  corporation of such  consolidation or merger or the
acquirer in such plan of exchange, (ii) to permit any person, other than Grantee
or a Grantee Subsidiary, to merge into Issuer or be acquired by Issuer in a plan
of  exchange  and Issuer  shall be the  continuing  or  surviving  or  acquiring
corporation,  but, in connection with such merger or plan of exchange,  the then
outstanding  shares of Common Stock shall be changed into or exchanged for stock
or other  securities  of any other  person or cash or any other  property or the
then  outstanding  shares of Common  Stock  shall  after such  merger or plan of
exchange represent less than 50% of the outstanding shares and share equivalents
of the merged or acquiring  company,  or (iii) to sell or otherwise transfer all
or a substantial  part of its or the Issuer  Subsidiary's  assets or deposits to
any person,  other than Grantee or a Grantee Subsidiary,  then, and in each such
case, the agreement  governing such  transaction  shall make proper provision so
that the Option shall,  upon the  consummation of any such  transaction and upon
the terms and conditions set forth herein,  be converted into, or exchanged for,
an option (the "Substitute  Option"),  at the election of the Holder,  of either
(x) the Acquiring  Corporation (as  hereinafter  defined) or (y) any person that
controls the Acquiring Corporation.                                             

(b) The following terms have the meanings indicated:                

                  (i) "Acquiring  Corporation"  shall mean (i) the continuing or
      surviving  person of a consolidation  or merger with Issuer (if other than
      Issuer),  (ii) the acquiring  person in a plan of exchange in which Issuer
      is  acquired,  (iii) the Issuer in a merger or plan of  exchange  in which
      Issuer is the  continuing or surviving or acquiring  person,  and (iv) the
      transferee of all or a substantial part of Issuer's assets or deposits (or
the assets or deposits of the Issuer Subsidiary).                   

                  (ii)  "Substitute  Common  Stock"  shall mean the common stock
      issued  by the  issuer  of the  Substitute  Option  upon  exercise  of the
Substitute Option.                                                  

                  (iii) "Assigned Value" shall mean the  market/offer  price, as
defined in Section 7.                                                           

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                  (iv) "Average Price" shall mean the average closing price of a
      share of the Substitute  Common Stock for one year  immediately  preceding
      the consolidation, merger or sale in question, but in no event higher than
      the  closing  price of the shares of  Substitute  Common  Stock on the day
      preceding such  consolidation,  merger or sale; provided that if Issuer is
      the issuer of the Substitute  Option,  the Average Price shall be computed
      with respect to a share of common stock issued by the person  merging into
      Issuer or by any company  which  controls or is controlled by such person,
as the Holder may elect.                                            

      (c) The  Substitute  Option  shall  have  the same  terms  as the  Option,
provided that if the terms of the Substitute  Option cannot,  for legal reasons,
be the same as the Option,  such terms shall be as similar as possible and in no
event less advantageous to the Holder. The issuer of the Substitute Option shall
also enter into an agreement  with the then Holder or Holders of the  Substitute
Option in substantially the same form as this Agreement (after giving effect for
such  purpose  to the  provisions  of  Section  9),  which  agreement  shall  be
applicable to the Substitute Option.                                            

      (d) The Substitute  Option shall be exercisable  for such number of shares
of Substitute  Common Stock as is equal to the Assigned Value  multiplied by the
number  of  shares  of  Common  Stock  for  which  the  Option  was  exercisable
immediately  prior to the event described in the first sentence of Section 8(a),
divided by the Average Price.  The exercise  price of the Substitute  Option per
share of  Substitute  Common  Stock  shall  then be equal  to the  Option  Price
multiplied  by a fraction,  the numerator of which shall be the number of shares
of Common Stock for which the Option was  exercisable  immediately  prior to the
event  described in the first  sentence of Section 8(a) and the  denominator  of
which  shall be the number of shares of  Substitute  Common  Stock for which the
Substitute Option is exercisable.                                               

      (e) In no event,  pursuant to any of the foregoing  paragraphs,  shall the
Substitute Option be exercisable for more than 19.9% of the shares of Substitute
Common Stock  outstanding  prior to exercise of the  Substitute  Option.  In the
event that the Substitute Option would be exercisable for more than 19.9% of the
shares of  Substitute  Common Stock  outstanding  prior to exercise but for this
clause (e), the issuer of the Substitute Option (the "Substitute Option Issuer")
shall make a cash  payment to Holder equal to the excess of (i) the value of the
Substitute  Option  without  giving effect to the  limitation in this clause (e)
over  (ii)  the  value of the  Substitute  Option  after  giving  effect  to the
limitation in this clause (e). This difference in value shall be determined by a
nationally recognized investment banking firm selected by the Holder.           

      (f) Issuer shall not enter into any  transaction  described in  subsection
(a) of this  Section 8 unless the  Acquiring  Corporation  and any  person  that
controls the  Acquiring  Corporation  assume in writing all the  obligations  of
Issuer hereunder.                                                               

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      9.  (a) At the  request  of the  holder  of  the  Substitute  Option  (the
"Substitute   Option  Holder"),   the  issuer  of  the  Substitute  Option  (the
"Substitute  Option  Issuer") shall  repurchase  the Substitute  Option from the
Substitute Option Holder at a price (the "Substitute  Option Repurchase  Price")
equal to the  amount  by which (i) the  Highest  Closing  Price (as  hereinafter
defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by
the number of shares of Substitute  Common Stock for which the Substitute Option
may then be exercised,  and at the request of the owner (the  "Substitute  Share
Owner") of shares of  Substitute  Common Stock (the  "Substitute  Shares"),  the
Substitute  Option Issuer shall repurchase the Substitute Shares at a price (the
"Substitute  Share  Repurchase  Price")  equal  to  the  Highest  Closing  Price
multiplied by the number of Substitute  Shares so designated.  The term "Highest
Closing  Price" shall mean the highest  closing  price for shares of  Substitute
Common Stock within the  six-month  period  immediately  preceding  the date the
Substitute  Option  Holder  gives  notice  of  the  required  repurchase  of the
Substitute  Option or the  Substitute  Share Owner gives  notice of the required
repurchase of the Substitute Shares, as applicable.                             

      (b) The Substitute  Option Holder and the Substitute  Share Owner,  as the
case may be, may exercise its respective rights to require the Substitute Option
Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to
this Section 9 by surrendering for such purpose to the Substitute Option Issuer,
at its principal  office,  the agreement for such Substitute  Option (or, in the
absence of such an agreement,  a copy of this Agreement) and/or certificates for
Substitute  Shares  accompanied by a written notice or notices  stating that the
Substitute  Option  Holder or the  Substitute  Share Owner,  as the case may be,
elects to require the  Substitute  Option  Issuer to repurchase  the  Substitute
Option and/or the  Substitute  Shares in accordance  with the provisions of this
Section 9. As promptly as practicable and in any event within five business days
after the surrender of the Substitute  Option and/or  certificates  representing
Substitute  Shares and the receipt of such notice or notices  relating  thereto,
the  Substitute  Option  Issuer  shall  deliver or cause to be  delivered to the
Substitute  Option Holder the Substitute  Option  Repurchase Price and/or to the
Substitute  Share Owner the Substitute  Share  Repurchase  Price therefor or the
portion thereof which the Substitute  Option Issuer is not then prohibited under
applicable law and regulation from so delivering.                               

      (c) To the extent that the  Substitute  Option Issuer is prohibited  under
applicable law or regulation, or as a consequence of administrative policy, from
repurchasing  the Substitute  Option and/or the Substitute  Shares in part or in
full,  the Substitute  Option Issuer shall  immediately so notify the Substitute
Option Holder and/or the Substitute Share Owner and thereafter  deliver or cause
to be delivered,  from time to time, to the Substitute  Option Holder and/or the
Substitute  Share Owner,  as appropriate,  the portion of the Substitute  Option
Repurchase  Price and/or the Substitute Share  Repurchase  Price,  respectively,
which it is no longer prohibited from delivering,  within five (5) business days
after the date on which the Substitute Option Issuer is no longer so prohibited;
provided,  however,  that if the  Substitute  Option Issuer is at any time after
delivery of a notice of repurchase  pursuant to subsection (b) of this Section 9
prohibited  under  applicable  law  or  regulation,   or  as  a  consequence  of
administrative policy, from delivering to the Substitute Option Holder and/or   

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the Substitute  Share Owner, as appropriate,  the Substitute  Option  Repurchase
Price and the Substitute Share Repurchase Price, respectively,  in full (and the
Substitute  Option Issuer shall use its  reasonable  best efforts to receive all
required  regulatory and legal  approvals as promptly as practicable in order to
accomplish  such  repurchase),  the Substitute  Option Holder and/or  Substitute
Share Owner may revoke its notice of repurchase of the Substitute  Option or the
Substitute Shares either in whole or to the extent of prohibition, whereupon, in
the latter case, the Substitute  Option Issuer shall promptly (i) deliver to the
Substitute Option Holder or Substitute Share Owner, as appropriate, that portion
of the Substitute  Option  Repurchase  Price or the Substitute  Share Repurchase
Price that the Substitute  Option Issuer is not prohibited from delivering;  and
(ii) deliver, as appropriate,  either (A) to the Substitute Option Holder, a new
Substitute  Option  evidencing  the  right of the  Substitute  Option  Holder to
purchase  that  number of shares of the  Substitute  Common  Stock  obtained  by
multiplying  the number of shares of the  Substitute  Common Stock for which the
surrendered  Substitute  Option was  exercisable  at the time of delivery of the
notice of  repurchase by a fraction,  the  numerator of which is the  Substitute
Option  Repurchase Price less the portion thereof  theretofore  delivered to the
Substitute  Option Holder and the denominator of which is the Substitute  Option
Repurchase  Price,  and/or (B) to the Substitute  Share Owner, a certificate for
the Substitute Option Shares it is then so prohibited from  repurchasing.  If an
Exercise  Termination  Event shall have occurred prior to the date of the notice
by the  Substitute  Option  Issuer  described  in the  first  sentence  of  this
subsection (c), or shall be scheduled to occur at any time before the expiration
of a period ending on the thirtieth day after such date, the  Substitute  Option
Holder shall nevertheless have the right to exercise the Substitute Option until
the expiration of such 30-day period.                                           

      10. The  30-day,  6-month,  12-month,  18-month  or  24-month  periods for
exercise  of  certain  rights  under  Sections  2, 6, 7, 9, 12 and 14  shall  be
extended: (i) to the extent necessary to obtain all regulatory approvals for the
exercise of such rights (for so long as the  Holder,  Owner,  Substitute  Option
Holder or  Substitute  Share  Owner,  as the case may be, is using  commercially
reasonable efforts to obtain such regulatory approvals),  and for the expiration
of all  statutory  waiting  periods;  and (ii) to the extent  necessary to avoid
liability under Section 16(b) of the 1934 Act by reason of such exercise.       

11. Issuer hereby represents and warrants to Grantee as follows:    

      (a) Issuer has full  corporate  power and authority to execute and deliver
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby have been duly and validly  authorized by the
Issuer Board prior to the date hereof and no other corporate  proceedings on the
part of Issuer are necessary to authorize  this  Agreement or to consummate  the
transactions so contemplated.  This Agreement has been duly and validly executed
and delivered by Issuer.                                                        

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      (b) Issuer  has taken all  necessary  corporate  action to  authorize  and
reserve and to permit it to issue, and at all times from the date hereof through
the  termination  of this  Agreement  in  accordance  with its  terms  will have
reserved for issuance upon the exercise of the Option,  that number of shares of
Common  Stock equal to the maximum  number of shares of Common Stock at any time
and from time to time  issuable  hereunder,  and all such shares,  upon issuance
pursuant  thereto,  will  be  duly  authorized,   validly  issued,  fully  paid,
nonassessable,  and will be  delivered  free and  clear  of all  claims,  liens,
encumbrance and security interests and not subject to any preemptive rights.    

      12.  Neither  of the  parties  hereto  may  assign  any of its  rights  or
obligations  under this Agreement or the Option  created  hereunder to any other
person,  without the express written consent of the other party,  except that in
the event an Initial  Triggering  Event shall have occurred prior to an Exercise
Termination Event, Grantee, subject to the express provisions hereof, may assign
in whole or in part its rights and  obligations  hereunder;  provided,  however,
that  until the date 15 days  following  the date on which the  Federal  Reserve
Board has  approved  an  application  by Grantee to acquire the shares of Common
Stock subject to the Option,  Grantee may not assign its rights under the Option
except in (i) a widely dispersed public  distribution,  (ii) a private placement
in which no one  party  acquires  the right to  purchase  in excess of 2% of the
voting shares of Issuer,  (iii) an assignment to a single party (e.g.,  a broker
or investment  banker) for the purpose of conducting a widely  dispersed  public
distribution  on  Grantee's  behalf or (iv) any  other  manner  approved  by the
Federal Reserve Board.                                                          

      13.  Each of Grantee and Issuer will use its  reasonable  best  efforts to
make all  filings  with,  and to  obtain  consents  of,  all third  parties  and
governmental  authorities  necessary  to the  consummation  of the  transactions
contemplated by this Agreement,  including, without limitation,  applying to the
Federal Reserve Board under the BHCA for approval to acquire the shares issuable
hereunder,  but  Grantee  shall  not be  obligated  to apply  to  state  banking
authorities  for  approval  to  acquire  the  shares  of Common  Stock  issuable
hereunder until such time, if ever, as it deems appropriate to do so.           

      14. (a) Grantee may, at any time following a Repurchase Event and prior to
the  occurrence  of an  Exercise  Termination  Event  (or such  later  period as
provided in Section 10),  relinquish the Option (together with any Option Shares
issued to and then owned by Grantee) to Issuer in exchange  for a cash fee equal
to the Surrender  Price;  provided,  however,  that Grantee may not exercise its
rights  pursuant to this Section 14 if Issuer has repurchased the Option (or any
portion  thereof) or any Option  Shares  pursuant  to Section 7. The  "Surrender
Price"  shall  be equal to $2.8  million  (i)  plus,  if  applicable,  Grantee's
purchase price with respect to any Option Shares and (ii) minus,  if applicable,
the excess of (B) the net cash amounts,  if any, received by Grantee pursuant to
the arms' length sale of Option Shares (or any other  securities into which such
Option Shares were converted or exchanged) to any unaffiliated  party,  over (B)
Grantee's purchase price of such Option Shares.                                 

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      (b) Grantee may exercise its right to relinquish the Option and any Option
Shares pursuant to this Section 14 by  surrendering to Issuer,  at its principal
office, a copy of this Agreement  together with  certificates for Option Shares,
if any,  accompanied  by a written  notice  stating (i) that  Grantee  elects to
relinquish  the  Option  and  Option  Shares,  if any,  in  accordance  with the
provisions of this Section 14 and (ii) the Surrender  Price. The Surrender Price
shall be payable in immediately available funds on or before the second business
day following receipt of such notice by Issuer.                                 

      (c) To the  extent  that  Issuer is  prohibited  under  applicable  law or
regulation,  or as a  consequence  of  administrative  policy,  from  paying the
Surrender Price to Grantee in full,  Issuer shall  immediately so notify Grantee
and thereafter deliver or cause to be delivered,  from time to time, to Grantee,
the portion of the Surrender Price that it is no longer  prohibited from paying,
within  five  business  days  after  the date on which  Issuer  is no  longer so
prohibited;  provided,  however,  that if Issuer at any time after delivery of a
notice of surrender  pursuant to paragraph  (b) of this Section 14 is prohibited
under  applicable  law or  regulation,  or as a  consequence  of  administrative
policy, from paying to Grantee the Surrender Price in full, (i) Issuer shall (A)
use its  reasonable  best  efforts to obtain all required  regulatory  and legal
approvals and to file any required  notices as promptly as  practicable in order
to make such payments,  (B) within five days of the submission or receipt of any
documents  relating to any such regulatory and legal approvals,  provide Grantee
with copies of the same, and (c) keep Grantee  advised of both the status of any
such request for regulatory and legal approvals, as well as any discussions with
any relevant  regulatory or other third party reasonably related to the same and
(ii)  Grantee  may revoke such  notice of  surrender  by delivery of a notice of
revocation  to Issuer  and,  upon  delivery of such  notice of  revocation,  the
Exercise  Termination  Date shall be extended to a date six months from the date
on which the  Exercise  Termination  Date  would  have  occurred  if not for the
provisions of this Section  14(c) (during which period  Grantee may exercise any
of its rights  hereunder,  including any and all rights pursuant to this Section
14).                                                                            

      15. The parties  hereto  acknowledge  that damages  would be an inadequate
remedy  for a breach of this  Agreement  by  either  party  hereto  and that the
obligations  of the parties  hereto shall be  enforceable by either party hereto
through  injunctive or other  equitable  relief.  In connection  therewith  both
parties waive the posting of any bond or similar requirement.                   

      16. If any term,  provision,  covenant or  restriction  contained  in this
Agreement  is held  by a court  or a  federal  or  state  regulatory  agency  of
competent  jurisdiction to be invalid,  void or unenforceable,  the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or  invalidated.  If for any reason such court or regulatory  agency  determines
that the Holder is not  permitted  to  acquire,  or Issuer is not  permitted  to
repurchase  pursuant  to  Section 7, the full  number of shares of Common  Stock
provided in Section l(a) hereof (as adjusted pursuant to Section l(b) or Section
5 hereof),  it is the express intention of Issuer to allow the Holder to acquire
or to require                                                                   

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Issuer to repurchase such lesser number of shares as may be permissible, without
any amendment or modification hereof.                                           

      17.  All  notices,  requests,  claims,  demands  and other  communications
hereunder  shall be deemed to have been duly given when delivered in person,  by
fax,  telecopy,  or by registered or certified  mail  (postage  prepaid,  return
receipt  requested) at the respective  addresses of the parties set forth in the
Merger Agreement.                                                               

      18. This Agreement  shall be governed by and construed in accordance  with
the laws of the State of Ohio,  without regard to the conflict of law principles
thereof (except to the extent that mandatory provisions of Federal law or of the
VSCA are applicable).                                                           

      19. This  Agreement may be executed in two or more  counterparts,  each of
which shall be deemed to be an original,  but all of which shall  constitute one
and the same agreement.                                                         

      20. Except as otherwise  expressly  provided  herein,  each of the parties
hereto shall bear and pay all costs and expenses incurred by it or on its behalf
in connection with the transactions  contemplated hereunder,  including fees and
expenses of its own financial consultants,  investment bankers,  accountants and
counsel.                                                                        

      21.  Except  as  otherwise  expressly  provided  herein  or in the  Merger
Agreement, this Agreement contains the entire agreement between the parties with
respect to the  transactions  contemplated  hereunder and  supersedes  all prior
arrangements or understandings with respect thereof,  written or oral. The terms
and  conditions of this  Agreement  shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assignees.
Nothing in this Agreement,  expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective  successors except as
assignees, any rights,  remedies,  obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.                         

      22.  Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned thereto in the Merger Agreement.                     

      IN WITNESS  WHEREOF,  each of the parties has caused this  Agreement to be
executed on its behalf by its officers thereunto duly authorized,  all as of the
date first above written.                                                       

        WOOD BANCORP, INC.

              By /s/Richard L. Gordley
                 ---------------------
              Richard L. Gordley
                                 President and Chief Executive Officer

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               SKY FINANCIAL GROUP, INC.

          By /s/Marty E. Adams
             -----------------
          Marty E. Adams
                                 President and Chief Operating Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	12/31/98			10-Q
For Period End:	12/16/98	2	6	3
				List all Filings

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Filing Submission 0000914317-98-000759 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wood Bancorp Inc – ‘8-K’ for 12/16/98 – EX-10

As of: Thursday, 12/31/98 · For: 12/16/98 · Accession #: 914317-98-759 · File #: 0-22034

Previous ‘8-K’: ‘8-K’ on 7/14/97 for 7/1/97 · Next: ‘8-K’ on 5/28/99 for 5/27/99 · Latest: ‘8-K’ on 7/12/99 for 7/7/99

Current Report — Form 8-KFiling Table of Contents

EX-10 — Material Contract

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents