SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 19, 2004
(Date of report/date of earliest event reported)
SKY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Ohio | | 001-14473 | | 34-1372535 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
221 South Church Street
Bowling Green, Ohio 43402
(Address of principal executive offices)
(419) 327-6300
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Sky Financial Group, Inc., Bowling Green, Ohio, hereby amends the Current Report on Form 8-K filed May 19, 2004, in order to disclose the relevant record dates relating to its redemption of Metropolitan Capital Trust II.
Sky Financial has called for redemption and will redeem on June 30, 2004 (the “Redemption Date”), all of its 9.50% Junior Subordinated Deferrable Interest Debentures due June 30, 2029 (the “Debentures”). The redemption price will be 100% of the principal amount redeemed, plus any accrued and unpaid interest as of the Redemption Date. The record date for all accrued interest payable through the Redemption Date will be June 15, 2004 and the record date for the principal amount to be redeemed will be June 29, 2004. The redemption price is expected to be $17,062,503.41, which Sky Financial will fund from its general corporate reserves. Interest on the Debentures will cease to accrue on the Redemption Date.
The Debentures were issued to Metropolitan Capital Trust II on May 14, 1999, by Metropolitan Financial Corp., which merged with and into Sky Financial on April 30, 2003. The redemption of the Debentures has triggered the mandatory redemption of the 9.50% Common Securities (the “Common Securities”) and the 9.50% Cumulative Capital Securities due 6/30/29 (the “Preferred Securities”) issued by Metropolitan Capital Trust II. The Common Securities are owned by Sky Financial, and the Preferred Securities are traded on the NASDAQ under the symbol METFO.
On May 19, 2004, Wilmington Trust Company, as Property Trustee for Metropolitan Capital Trust II, gave Notice of Redemption to the respective holders that the Common Securities and Preferred Securities (collectively, the “Securities”) will be redeemed in full on the Redemption Date (June 30, 2004) at the stated liquidation amount, which is $10.00 per Security, plus accrued and unpaid Distributions thereon to the Redemption Date (together, the “Redemption Price”). The Redemption Price will become due and payable upon each of the Securities to be redeemed and distributions will cease to accrue on the Redemption Date. In order to receive payment of the Redemption Price, the Securities Certificates must be presented and surrendered to the Property Trustee in accordance with the instructions set forth in the Notice of Redemption provided to the holders of the Securities.
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.
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| | SKY FINANCIAL GROUP, INC. |
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Date: May 28, 2004 | | BY: | | /s/ C. J. Keller Smith
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| | | | C. J. Keller Smith |
| | | | VP/Associate Counsel |