Sky Financial Group Inc – ‘8-K’ for 11/10/97

As of:  Monday, 11/10/97   ·   For:  11/10/97   ·   Accession #:  950152-97-7755   ·   File #:  0-18209

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Citizens Bancshares Form 8-K                           2     10K 

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)  November 10, 1997             
                                     -----------------

 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)

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Item 5.  Other Events                                                           

         On September 12, 1997, Citizens Bancshares, Inc. ("Bancshares") and its
wholly-owned banking subsidiary, The Citizens Banking Company ("CBC") and       
UniBank ("UniBank") entered into an Affiliation Agreement with respect to a     
proposed affiliation of CBC with UniBank of Steubenville, Ohio. UniBank is a    
state bank, organized and existing under the laws of the State of Ohio, with    
approximately $240 million in assets, and operates twelve locations throughout  
the Ohio counties of Jefferson and Columbiana. The proposed affiliation, which  
is subject to the approval of the UniBank shareholders, provides for (i) the    
exchange of Bancshares common shares for all of the issued and outstanding      
shares of UniBank common stock at an exchange ratio of 13.25 Bancshares common  
shares for each issued and outstanding share of UniBank common stock (other than
excluded shares), plus cash in lieu of fractional shares; and (ii) the merger of
UniBank with and into CBC. In no event, however, will the holders of UniBank    
common stock receive, in the aggregate, Bancshares common stock with a value,   
together with cash in lieu of fractional shares, that is less than 2.7 times the
book value of the UniBank common stock on December 31, 1997. In such event, the 
parties have agreed to adjust the number of shares of Bancshares common stock   
into which each share of UniBank common stock shall be converted; provided,     
however, that Bancshares may elect to terminate the Affiliation Agreement in the
event the book value of UniBank common stock exceeds $250 per share. The        
offering of Bancshares common shares to UniBank shareholders will be registered 
with the Securities and Exchange Commission. In addition, the affiliation is    
subject to approval by the Federal Reserve Board and the Ohio Superintendent of 
Financial Institutions.                                                         

  Assuming all required approvals are received, the transaction is
expected to be consummated on or about February 27, 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:  November 10, 1997                       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
		2/27/98		2
		12/31/97		2					10-K405
Filed on / For Period End:		11/10/97		1		2
		9/12/97		2
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