Sky Financial Group Inc – ‘8-K’ for 6/7/99

On:  Monday, 6/7/99   ·   For:  6/7/99   ·   Accession #:  950152-99-5150   ·   File #:  1-14473

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Sky Financial Group, Inc.                              3     12K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     66    256K 
                          Liquidation or Succession                              
 3: EX-99.1     Miscellaneous Exhibit                                 17     29K 

8-K   —   Sky Financial Group, Inc.
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported):
June 7, 1999

 SKY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

     Ohio                      0-8209               34-1372535
(State or other jurisdiction       (Commission            (IRS Employer     
         of incorporation)         File Number)          Identification No.)

221 South Church Street                                         
Bowling Green, Ohio                                  43402
(Address of principal executive offices)                      (Zip Code)        

Registrant's telephone number, including area code:  (419) 327-6300             

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

Item 5:  Other Events                                                           

    This current report on Form 8-K, including the investor materials,
contains forward-looking statements that involve risk and uncertainty. It should
be noted that a variety of factors could cause the company's actual results and 
experience to differ materially from the anticipated results or other           
expectations expressed in the combined company's forward-looking statements.    

The risks and uncertainties that may affect the operations,   
performance, development, growth projections and results of the combined        
company's business include, but are not limited to, the growth of the economy,  
interest rate movements, timely development by the combined company of          
technology enhancements for its products and operating systems, the impact of   
competitive products, services and pricing, customer business requirements,     
Congressional legislation, acquisition cost savings and revenue enhancements and
similar matters. Readers of this report are cautioned not to place undue        
reliance on forward-looking statements which are subject to influence by the    
named risk factors and unanticipated future events. Actual results, accordingly,
may differ materially from management expectations.                             

8-K
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  On June 7, 1999, Sky Financial Group, Inc. ("Sky"), and Mahoning
National Bancorp, Inc. ("Mahoning National") announced the signing of a         
definitive agreement to merge (the "Merger").                                   

        On June 7, 1999, Mahoning National and Sky entered into a stock option
agreement granting Sky the option to purchase up to 19.9% of First Western      
common stock.                                                                   

    Under the terms of the Merger, Mahoning National shareholders will
receive 1.66 shares of Sky common stock (the "Exchange Ratio") for each Mahoning
National share owned as of the effective time of the Merger. The Merger will be 
a tax-free exchange of common stock and will be accounted for as a "pooling of  
interests." The Merger has been approved unanimously by the Board of Directors  
of each of Sky and Mahoning National. The Merger is subject to approval by the  
shareholders of Mahoning National and is subject to certain regulatory          
approvals.                                                                      

        Following the Merger, and upon the receipt of all necessary regulatory
approvals, The Mahoning National Bank of Youngstown ("Mahoning Bank") will be   
merged with and into one of Sky's banking subsidiaries, The Citizens Banking    
Company (which is being renamed Sky Bank).                                      

         The Board of Directors of The Citizens Banking Company will include six
(6) current members of the Mahoning National board. Mahoning National will also 
gain two board seats on the Sky Board of Directors.                             

Item 7.           Exhibits.                                                     

2                 Agreement and Plan of Merger dated June 6, 1999 by and between
Sky and Mahoning National.                  

99.1              Text of Press Release, dated June 7, 1999, issued by Sky and  
Mahoning National.                          

8-K
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 SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

                                 SKY FINANCIAL GROUP, INC.

                                  BY:     /s/ Marty E. Adams
                                                --------------------------------
                                        Name:     Marty E. Adams
                                             Title:    President and Chief
                                                     Operating Officer
Dated:  June 7, 1999                                                            

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		6/7/99		1		3			None on these Dates
		6/6/99		2
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