Sky Financial Group Inc – ‘8-K’ for 5/12/98

As of:  Tuesday, 6/2/98   ·   For:  5/12/98   ·   Accession #:  950152-98-5051   ·   File #:  0-18209

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Citizen's Bancshares Form 8-K                          2     12K 

Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 12, 1998 
                                               -------------

 Citizens Bancshares, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Ohio
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(State or Other Jurisdiction of Incorporation)

33-21296                                        34-1372535      
------------------------                  ------------------------------------- 
(Commission File Number)                   (I.R.S. Employer Identification No.) 

10 East Main Street, Salineville, Ohio 43945
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330/679-2328
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(Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
 (Former Name or Former Address, if Changed Since Last Report)

8-K
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Item 2.  Acquisition or Disposition of Assets                                   
-------  ------------------------------------                                   

       On May 12, 1998, Citizens Bancshares, Inc. ("Citizens") completed the
acquisition, through merger ("Merger"), of all the assets and liabilities of    
Century Financial Corporation ("Century") pursuant to the terms and conditions  
of an Agreement and Plan of Merger dated December 3, 1997 by and between        
Bancshares and Century. Pursuant to the Merger, all of the outstanding shares of
common stock of Century were converted into 2,048,453 common shares             
(4,096,906 shares adjusted for the June 1, 1998 two-for-one stock split),       
without par value, of Bancshares (plus cash in lieu of fractional shares), in   
accordance with the conversion ratio set forth in the Agreement and Plan of     
Merger.                                                                         

         Century was a one bank holding company organized and existing under the
laws of the Commonwealth of Pennsylvania and registered with the Federal Reserve
Board pursuant to the Bank Holding Company Act of 1956, as amended. Century was 
the bank holding company for Century National Bank and Trust Company, a         
wholly-owned national banking association organized under the laws of the United
States ("CNB"). Upon the consummation of the Merger, CNB became a wholly-owned  
subsidiary of Bancshares. CNB engages in full service commercial and consumer   
banking and trust services through thirteen branch offices in southwestern      
Pennsylvania. Twelve branch offices are located in Beaver County and one branch 
office is located in adjacent Butler County. Century's executive offices were   
located at One Century Place, Rochester, Pennsylvania 15074.                    

   The above description of the assets acquired and the terms of the
Merger are qualified in its entirety by reference to the information contained  
in the Registrations Statement No. 333- 47315 on Form S-4, as amended, filed in 
connection with the Merger and declared effective on April 10, 1998.            

Item 7.  Financial Statements and Exhibits                                      
-------  ---------------------------------                                      

        Financial statements complying with the requirements of Regulation S-X
are not available, but will be filed by means of an amendment to this Report on 
Form 8-K within the time period required by law.                                

Exhibit No.    Exhibit                                                          

(2)            Agreement and Plan of Merger, dated December 3, 1997, by and     
     between Citizens Bancshares, Inc. and Century Financial
              Corporation is hereby incorporated by reference from Bancshares'
      Registration Statement on Form S-4, as amended (File No.
333-47315), effective April 10, 1998.             

SIGNATURES

      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.                                           

                                         Citizens Bancshares, Inc.
                                         -------------------------
                                        (Registrant)

Date:  June 2, 1998                             By:/s/ Marty E. Adams           
                                        ------------------
                                                 Marty E. Adams, President
                                                   and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/2/98		2
		6/1/98		2
For Period End:		5/12/98		1		2			8-K/A
		4/10/98		2
		12/3/97		2
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