UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT: JULY 15, 2003
(Date of earliest event reported)
GLB BANCORP, INC.
(Exact name of registrant as specified in its charter)
OHIO 000-24255 31-1529973
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
7001 CENTER STREET, MENTOR, OHIO 44060
(Address of principal executive offices including zip code)
440-974-0000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On July 15, 2003, GLB Bancorp, Inc. (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Sky Financial Group, Inc., an
Ohio bank holding company ("Sky Financial"). Pursuant to the Merger Agreement,
the Company will merge with and into Sky Financial and the Company's
wholly-owned subsidiary, Great Lakes Bank, is expected to merge with and into
Sky Bank, an Ohio bank that is a wholly-owned subsidiary of Sky Financial (the
"Merger"). Under the terms of the Merger Agreement, shareholders of the Company
will receive 0.74 of a share of Sky Financial common stock for each share of the
Company's common stock, subject to certain adjustments. This summary description
of the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement which is attached
to this report as Exhibit 2.1 and incorporated herein by reference.
In connection with the Merger, Sky Financial and certain shareholders of the
Company (the "Shareholders") entered into a Voting Agreement dated as of July
15, 2003 (the "Voting Agreement"), pursuant to which the Shareholders agreed to
vote their shares in favor of the Merger and the Merger Agreement. This summary
description of the Voting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Voting Agreement
which is attached to this report as Exhibit 9.1 and incorporated herein by
reference.
On July 15, 2003, the Company and Sky Financial issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press release is
attached to this report as Exhibit 99.1 and is incorporated herein by reference.
This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. These forward-looking statements are based upon
management's expectations and beliefs concerning future events. Forward looking
statements are necessarily subject to risks, uncertainties and other factors,
many of which are outside of the control of the Company and which could cause
actual results to differ materially from such statements. A variety of factors
could cause the Company's actual results and experience to differ materially and
adversely from the anticipated results or other expectations expressed in the
Company's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development, growth projections and results of the Company's business include,
but are not limited to, failure to consummate the Merger, potential fluctuations
in the Company's operating results, general volatility of the capital markets
and the market price of the Company's and Sky Financial's common stock, the
growth of the economy, interest rate movements, the impact of competitive
products, services and pricing, customer business requirements, legislation, and
regulation. Readers of this report are cautioned not to place undue reliance on
forward-looking statements which are subject to influence by the identified risk
factors and other unanticipated future events. Accordingly, actual results may
differ materially from management expectations. Any forward-looking statement
speaks only as of the date on which such statement is made, and the Company
undertakes no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of July 15,
2003 by and between GLB Bancorp, Inc. and Sky
Financial Group, Inc.
9.1 Voting Agreement dated as of July 15, 2003, by and
among Sky Financial Group, Inc. and Steven A.
Calabrese, CCAG Limited, RC Enterprises I, RC
Enterprises II, Umberto P. Fedeli, the Richard M.
Osborne Trust, Turkey Vulture Fund XIII, Ltd. and
Richard M. Osborne
99.1 Press Release, dated July 15, 2003, issued by GLB
Bancorp, Inc. and Sky Financial Group, Inc.
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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.
Date: July 17, 2003 GLB BANCORP, INC.
/s/ Richard T. Flenner, Jr.
-------------------------------------------
By: Richard T. Flenner, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Agreement and Plan of Merger dated as of July 15, 2003 by and
between GLB Bancorp, Inc. and Sky Financial Group, Inc.
9.1 Voting Agreement dated as of July 15, 2003, by and among Sky
Financial Group, Inc. and Steven A. Calabrese, CCAG Limited,
RC Enterprises I, RC Enterprises II, Umberto P. Fedeli, the
Richard M. Osborne Trust, Turkey Vulture Fund XIII, Ltd. and
Richard M. Osborne
99.1 Press Release, dated July 15, 2003, issued by GLB Bancorp,
Inc. and Sky Financial Group, Inc.
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