WOOD BANCORP, INC.FOR IMMEDIATE RELEASE:
CONTACT: Richard L. Gordley
President and Chief Executive Officer
First Federal Bank
Marty E. Adams
President and Chief Operating Officer
Sky Financial Group, Inc.
WOOD BANCORP, INC. ANNOUNCES PLANS TO AFFILIATE WITH SKY FINANCIAL GROUP, INC., BOWLING GREEN, OHIODecember 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
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.
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
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."
"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
Dates Referenced Herein and Documents Incorporated By Reference