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 20, 1998
MID AM, INC.
(Exact name of registrant as specified in its charter)
Ohio 0-10585 34-1580978
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
221 South Church Street
Bowling Green, Ohio 43402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 327-6300
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 21, 1998 Mid Am, Inc., an Ohio corporation ("Mid Am") and
Citizens Bancshares, Inc. ("Citizens") announced that they had entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Mid Am
and Citizens will combine in a merger-of-equals transaction. Under the Merger
Agreement, Mid Am will be merged with and into Citizens (the "Merger"), with
Citizens as the corporation surviving in the Merger. The Merger has been
approved unanimously by the Boards of Directors of each of Citizens and Mid Am.
The Merger is subject to certain regulatory approvals as well as to the approval
and adoption of the Merger Agreement by the stockholders of Citizens and Mid Am.
The Merger will be a tax free exchange and will be accounted for as a "pooling
of interests".
Under the terms of the Merger Agreement, each share of common stock,
without par value, of Mid Am outstanding at the effective time of the Merger
will be converted into 0.385 (the "Exchange Ratio") shares of common stock,
without par value per share, of Citizens ("Citizens Common Stock"). On June 1,
1998, the effective date of a previously announced stock split of Citizens
Common Stock in the form of a one-for-one stock dividend, the Exchange Ratio
will change to 0.77. Following the Merger, the shareholders of Mid Am and
Citizens will own 49.9% and 50.1% of the combined company, respectively. The
Board of Directors of the combined company will consist of 11 directors
nominated by Mid Am, and 11 directors nominated by Citizens. The headquarters of
the combined company will be in Bowling Green, Ohio, Mid Am's existing
headquarters.
This current report on Form 8-K, including the investor materials,
contains forward-looking statements that involve risk and uncertainty. It should
be noted that a variety of factors could cause the combined company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the combined company's forward-looking
statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the combined
company's business include, but are not limited to, the growth of the economy,
interest rate movements, timely development by the combined company of
technology enhancements for its products and operating systems, the impact of
competitive products, services and pricing, customer business requirements,
Congressional legislation, acquisition cost savings and revenue enhancements and
similar matters. Readers of this report are cautioned not to place undue
reliance on forward-looking statements which are subject to influence by the
named risk factors and unanticipated future events. Actual results, accordingly,
may differ materially from management expectations.
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Item 7. Exhibits.
99.1 Text of Press Release, dated May 21, 1998, issued by Citizens and
Mid Am.
99.2 Investor presentation materials used by Mid Am and Citizens on
May 21, 1998 related to the proposed Merger.
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SIGNATURE
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.
MID AM, INC.
By: /s/ W. Granger Souder
-----------------------
Name: W. Granger Souder
Title: Vice President
and General Counsel
Date: May 21, 1998
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