Wood Bancorp Inc – ‘8-K’ for 12/16/98 – EX-99

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

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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-99   —   Miscellaneous Exhibit

EX-99
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EXHIBIT 99

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EX-99
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WOOD BANCORP, INC.

FOR IMMEDIATE RELEASE:                                                          

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

Marty E. Adams            
           President and Chief Operating Officer
Sky Financial Group, Inc. 
(419) 327-6300            

 WOOD BANCORP, INC. ANNOUNCES PLANS TO AFFILIATE
 WITH SKY FINANCIAL GROUP, INC., BOWLING GREEN, OHIO

         December 17, 1998 (Bowling  Green:  Ohio;  NASDAQ:  FFWD) Wood Bancorp,
Inc. and its  affiliate  First  Federal Bank today  announced the execution of a
definitive  agreement with Sky Financial  Group,  Bowling  Green,  Ohio (NASDAQ:
SKYF).  First  Federal  Bank is a $166 million  federal  savings bank with seven
offices in Bowling Green,  Rossford,  Woodville,  Pemberville,  Grand Rapids and
North Baltimore,  Ohio. It is anticipated that the transaction will be completed
by  June  30,  1999,  pending  regulatory  approvals  and the  approval  of Wood
Bancorp's shareholders.                                                         

         Immediately  following the  affiliation,  First Federal will merge with
the Mid American National Bank & Trust Company,  a Sky Financial  affiliate.  In
connection  with the merger,  a new Community  Bank Division will be established
under the leadership of Richard L. Gordley, currently President and CEO of First
Federal  Bank,  who will serve as the Regional  President of the  division.  The
Community  Bank Division will include First Federal Bank and Mid Am Bank offices
in Bowling Green, Woodville, Pemberville, Elmore, North Baltimore, Grand Rapids,
Genoa, Stony Ridge,  Weston and Bradner.  The Perrysburg and Rossford offices of
both  banks  will  be a  part  of  Mid  Am  Bank's  Toledo  regional  operation.
Additionally,  certain banking centers will maintain advisory boards,  comprised
of local  individuals  well versed in business and familiar with the communities
served by the banking center.                                                   

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EX-99
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         Mr.  Gordley said that the  affiliation  with Sky Financial  Group will
benefit First Federal's customers,  employees,  shareholders and the communities
in which the bank  operates.  "Mid Am Bank and First Federal are both well known
for their strong customer  service and commitment to their  communities,  and we
are proud to form a partnership  that will continue  this proud  tradition.  Mr.
Gordley  further  explained that "This merger will allow us to provide a broader
range of financial services to our customers, while still allowing our customers
to work  with  the  people  they  know and  trust.  We will now be able to offer
investment,  insurance,  leasing and trust services,  as well as a host of other
products and services to our customers."                                        

         Robert E. Spitler,  Chairman of the Board of First Federal Bank, stated
"The  opportunity  to establish a new  Community  Bank  Division  combining  the
strengths of each institution  resulting in the increased  personal  delivery of
financial services was an important consideration for our Board."               

         Mr. Spitler is expected to serve as a director of Sky Financial  Group,
and Mr. Gordley will serve as a director of Mid Am Bank following the completion
of the merger.                                                                  

         Under  the  terms of the  agreement,  Wood  Bancorp  shareholders  will
receive .7315 shares of Sky Financial  Group common stock for each share of Wood
Bancorp common stock. The transaction is valued at $59 million.  The exchange of
shares  will  qualify  as a  tax-free  exchange,  and  the  transaction  will be
accounted for as a pooling-of-interests.                                        

         Edward J. Reiter, Senior Chairman of Sky Financial Group, said "We have
known  the  people  of  First  Federal  for many  years,  and  respect  the fine
organization  they have  built and the way they do  business.  This  transaction
compliments  both of our  organizations,  and we  look  forward  to  this  union
continuing to serve our Wood County communities."                               

         "This  in-marker  merger  represents  an  important  addition to Mid Am
Bank's already strong  presence in the Northwest Ohio market area," stated Marty
E. Adams,  President and Chief Operating  Officer of Sky Financial Group. With a
pro forma Wood county  market share of 38% coupled with  operating  efficiencies
this  transaction  should  contribute  to  our  previously   announced  earnings
objectives,  and will further enhance our leadership  position in this important
market.                                                                         

         David R. Francisco,  Chairman and CEO of Sky Financial Group, said that
"this transaction meets our conservative acquisition criteria, and does not rely
upon  significant  revenue growth to achieve our goals. We look forward to First
Federal participating with us in our future growth."                            

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         "We are  especially  pleased to be able to serve the customers of First
Federal Bank, who have become accustomed to high quality,  personalized  service
during  First  Federal  Bank's 75 year  history,"  stated  Patrick  A.  Kennedy,
President and CEO of Mid American National Bank & Trust Company.                

         Sky Financial Group, Inc. is a diversified  financial  services holding
company  headquartered in Bowling Green,  Ohio. The Company's banking affiliates
include Mid American National Bank and Trust Company, Toledo, Ohio; The Citizens
Banking Company, Salineville, Ohio; The Ohio Bank, Findlay, Ohio; First National
Bank Northwest Ohio, Bryan; Century National Bank, Rochester,  Pennsylvania; and
Adrian State Bank, Adrian, Michigan. The Company's financial services affiliates
included Mid Am Recovery Services,  Inc.,  Clearwater,  Florida; MFI Investments
Corp., Bryan, Ohio; Mid Am Credit Corp.,  Columbus,  Ohio; Mid Am Private Trust,
N.A.,  Cincinnati,  Ohio;  Mid Am Financial  Services,  Inc.,  Carmel,  Indiana;
Simplicity Mortgage Consultants, Marion, Indiana; Mid Am Title Insurance Agency,
Inc., Adrian,  Michigan;  Sky Technology  Resources,  Inc., Bowling Green, Ohio;
ValueNet, Inc., Lisbon, Ohio; Freedom Financial Life Insurance Company, Phoenix,
Arizona; and Freedom Express, Inc., Salineville, Ohio.                          

 * * *
         The   information    contained   in   this   press   release   contains
forward-looking statements regarding expected future financial performance which
are not  historical  facts and which  involve  risks and  uncertainties.  Actual
results and performance could differ materially from those contemplated by these
forward-looking statements.                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/30/99		2
Filed on:		12/31/98							10-Q
		12/17/98		2
For Period End:		12/16/98							3
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