UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
Commission File No. 1-14473
Sky Financial Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1372535
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)
(419) 327-6300
(Registrant's Telephone Number)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K. [ X ]
Based on the closing sales price of March 26, 2001 the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $1,339,640,018.
The number of shares outstanding of the Registrant's common stock, without par
value was 82,929,214 at March 26, 2001.
Certain specifically designated portions of Sky Financial Group, Inc.'s
2000 Annual Report to Shareholders are incorporated by reference into Parts I,
II and IV of this Form 10-K. Certain specifically designated portions of Sky
Financial Group, Inc.'s definitive Proxy Statement for its 2000 Annual Meeting
of Shareholders are incorporated be reference into Part III of this Form 10-K.
INDEX
10-K
Page
PART I
Item 1. Business ......................................................... 3
Item 2. Properties ....................................................... 8
Item 3. Legal Proceedings ................................................ 8
Item 4. Submission of Matters to a Vote of Security Holders .............. 8
PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters .............................................. 9
Item 6. Selected Financial Data .......................................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .............................. 9
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk ...................................................... 9
Item 8. Financial Statements and Supplementary Data ...................... 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .............................. 10
PART III
Item 10. Directors and Executive Officers of Registrant ................... 10
Item 11. Executive Compensation ........................................... 11
Item 12. Security Ownership of Certain Beneficial Owners
and Management ................................................... 11
Item 13. Certain Relationships and Related Transactions ................... 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K .............................................. 12
Signatures ................................................................ 14
Exhibit Index ............................................................. 16
2
PART I
Item 1. INFORMATION ABOUT SKY FINANCIAL GROUP, INC.
Sky Financial Group, Inc. (Sky Financial) is a financial holding company
headquartered in Bowling Green, Ohio, that owns and operates three banks
primarily engaged in the commercial and consumer banking business at over
200 banking centers and 150 ATMs located in Ohio, southern Michigan, western
Pennsylvania, and northern West Virginia. Sky Financial also operates
businesses relating to commercial finance lending, insurance, trust and other
related financial services. Based on total assets as of December 31, 2000,
Sky Financial was the 7th largest bank holding company based in Ohio.
The Holding Company
Sky Financial's corporate philosophy is to encourage its subsidiaries to operate
as locally-oriented, community-based financial service affiliates, augmented by
experienced, centralized support from Sky Financial in selected critical areas.
This local market orientation is reflected in the bank subsidiaries' boards of
directors and branch banking centers, which generally have advisory boards
comprised of local business persons, professionals and other community
representatives, that assist the banking centers in responding to local banking
needs. The bank subsidiaries concentrate on customer service and business
development, while relying upon the support of Sky Financial for operational
functions which are not readily visible to customers and those which are
critical to risk management. Asset quality review, data processing, loan and
deposit processing, certain mortgage banking activities, financial reporting,
investment activities, internal audit, compliance and funds management are among
the functions which are managed at the holding company level.
Sky Financial's market area is economically diverse, with a base of
manufacturing, service industries, transportation and agriculture, and is not
dependent upon any single industry or employer. Similarly, Sky Financial's
customer base is diverse, and Sky Financial and its subsidiaries are not
dependent upon any single industry or upon any single customer.
Sky Financial's strategic plan includes expansion, market diversification and
growth of its fee-based income through internal business formations, growth
internally and through acquisitions of financial institutions, branches and
financial service businesses. Sky Financial seeks acquisition partners with
experienced management, which have significant market presence or have
potential for improved profitability through financial management, economies of
scale and expanded services.
There is significant competition among commercial banks in Sky Financial's
market area. As a result of the deregulation of the financial services
industry, Sky Financial also competes with other providers of financial
services such as savings and loan associations, credit unions, consumer finance
companies, securities firms, insurance companies, commercial finance and
leasing companies, the mutual funds industry, full service brokerage firms and
discount brokerage firms. Some of Sky Financial's competitors, including
certain regional bank holding companies which have made acquisitions in Sky
Financial's market area, have substantially greater resources than those of Sky
3
Financial, and as such, may have higher lending limits and may offer other
services not available through the bank and non-bank subsidiaries. The bank
and non-bank subsidiaries compete on the basis of rates of interest charged on
loans, the rates of interest paid for funds, the availability of services and
the responsiveness to the needs of its customers.
The Company's executive offices are located at 221 South Church Street,
Bowling Green, Ohio, and its telephone number is (419)327-6300.
The Bank Subsidiaries
Sky Bank, headquartered in Salineville, Ohio, was organized and chartered in
1902. Sky Bank had total assets of $4.72 billion at December 31, 2000, and
operates banking centers in eastern Ohio, western Pennsylvania and northern
West Virginia. Sky Financial's banking affiliate in Youngstown, Ohio, The
Mahoning National Bank of Youngstown, was merged into Sky Bank in April 2000.
Mid Am Bank, headquartered in Toledo, Ohio, was formed in 1952. With total
assets of $1.97 billion at December 31, 2000, Mid Am Bank operates banking
centers in northwest Ohio and southern Michigan. Effective February 20, 2001,
Mid Am Bank changed its name to Sky Bank - Mid Am Region.
The Ohio Bank, headquartered in Findlay, Ohio, was organized in 1897. At
December 31, 2000, Ohio Bank had total assets of $1.35 billion with banking
centers in central western Ohio. Effective February 20, 2001, The Ohio Bank
changed its name to Sky Bank - Ohio Bank Region.
For additional information on Sky Financial's bank subsidiaries, see Note 2,
"Mergers, Acquisitions, Business Formations and Divestitures" on page 41 of Sky
Financial's 2000 Annual Report to Shareholders.
The Financial Services Subsidiaries
Sky Trust, N.A. (Sky Trust), a wholly-owned subsidiary of Sky Financial, is
headquartered in Pepper Pike, Ohio, and provides a full range of trust and
employee benefit services to its commercial and consumer clients.
Picton Cavanaugh, Inc. (Picton Cavanaugh), Toledo, Ohio and Meyer & Eckenrode
Insurance Group, Inc. (Meyer & Eckenrode), Carnegie, Pennsylvania are Sky
Financial's full service insurance agencies offering a variety of insurance
products and services to customers.
Sky Financial Solutions, Inc. (SFS) is Sky Financial's specialized medical
financing and leasing unit based in Columbus, Ohio. Beginning with its
formation in 1996, SFS has offered equipment and practice acquisition
financing to medical and dental professionals throughout the United States.
In mid-year 2000, Sky Financial Group eliminated selling SFS financing
originations to funding sources in the secondary market and began retaining them
in its loan portfolio.
Freedom Financial Life Insurance Company (Freedom), owned by Sky Financial
since 1985, was organized and chartered under the laws of the State of Arizona.
Freedom is a reinsurance company providing credit life and accident and health
insurance coverage to loan customers of the Bank Subsidiaries.
4
Sky Investments, Inc. (SII), Bryan, Ohio is Sky Financial's broker/dealer
affiliate, which provides its customers investment services throughout the
United States through its registered representatives. SII also provides
non-depository investment products to the customers of the Bank Subsidiaries.
In January 2001, Sky Financial announced the pending sale of Sky Investments,
which was completed on March 15, 2001.
Sky Technology Resources, Inc. (Sky Tech) is Sky Financial's data processing
and operations affiliate which, through its facilities in Bowling Green, Ohio
and East Liverpool, Ohio, provide comprehensive back-room services and support
to Sky Financial's affiliates.
Sky Financial has various other subsidiaries that are not significant to the
consolidated entity.
Supervision and Regulation
Sky Financial is subject to the provisions of the Bank Holding Company Act of
1956, as amended (the Act), which requires a bank holding company to register
under the Act and to be subject to the regulations of the Board of Governors
of the Federal Reserve System (FRB). Pursuant to Federal Reserve policy, Sky
Financial is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support such banks. As a bank
holding company, Sky Financial is required to file with the Board of Governors
an annual report and such additional information as the Board of Governors may
require pursuant to the Act. The Act requires prior approval by the Board of
Governors of the acquisition by a bank holding company, or any subsidiary
thereof, of more than five percent (5%) of the voting stock or substantially
all the assets of any bank within the United States.
The Act also prohibits a bank holding company, with certain exceptions, from
acquiring more than five percent (5%) of the voting stock of any company that
is not a bank and from engaging in any business other than banking or managing
or controlling banks. The Board of Governors is also authorized to approve,
among other things, the ownership of shares by a bank holding company in any
company the activities of which the Board of Governors has determined to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto. The Board of Governors has, by regulation, determined that
certain activities, including mortgage banking, operating small loan
companies, factoring, furnishing certain data processing operations, holding
or operating properties used by banking subsidiaries or acquired for such
future use, providing certain investment and financial advice, leasing
(subject to certain conditions) real or personal property, providing
management consulting advice to certain depository institutions, providing
securities brokerage services, arranging commercial real estate equity
financing, underwriting and dealing in bank eligible securities, providing
consumer financial counseling, operating a collection agency, owning and
operating a savings association, operating a credit bureau and conducting
certain real estate investment activities and acting as insurance agent for
certain types of insurance, are closely related to banking within the
meaning of the Act. It also has determined that certain other activities,
including real estate brokerage and syndication, land development, and
property management, are not related to credit transactions and are not
permissible. Each of the non-banking activities conducted by Sky Financial
through its financial services affiliates are activities which have been
deemed by the Board of Governors to be closely related to banking within the
meaning of the Act.
5
The Act and the regulations of the Board of Governors prohibit banks from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property, or furnishing of services. The Act also
imposes certain restrictions upon dealing by affiliated banks with the holding
company and among themselves including restrictions on interbank borrowing and
upon dealings in respect to the securities or obligations of the holding
company or other affiliates.
Sky Financial is a legal entity separate and distinct from its banking and
other subsidiaries. Most of Sky Financial's revenues result from dividends
paid to it by its bank subsidiaries. There are statutory and regulatory
requirements applicable to the payment of dividends by subsidiary banks as well
as by Sky Financial to its shareholders.
Sky Financial's three bank subsidiaries, Sky Bank, Mid Am Bank and Ohio Bank are
all Ohio chartered banks and subject to supervision and regular examination by
the Ohio Division of Financial Institutions (DFI), and as members of the
Federal Reserve System, are subject to the applicable provisions of the Federal
Reserve Act. The Company's financial service subsidiaries are subject to
various state and federal regulatory bodies and licensing agencies. Sky Trust
is subject to supervision and regular examinations by the Office of the
Comptroller of the Currency. Picton Cavanaugh and Meyer & Eckenrode are subject
to the regulations of various state insurance regulatory agencies. SFS is
subject to various state licensing requirements and is subject to the
regulations of the Federal Reserve Board. SII is subject to regulations of the
Federal Reserve Board, the Securities and Exchange Commission and supervision by
the National Association of Securities Dealers as well as various state
securities and insurance regulatory agencies. Sky Financial, as a bank holding
company, is subject to supervision and regular examination by the Federal
Reserve System. The deposits of all banking subsidiaries of Sky Financial are
insured by the Federal Deposit Insurance Corporation, to the extent provided by
law, and as such are subject to the provisions of the Federal Deposit Insurance
Act.
Each Ohio chartered banking association is required by law to obtain the prior
approval of the DFI for the declaration and payment of dividends if the total
of all dividends declared by the board of directors of such bank in any year
will exceed the total of (i) such bank's net profits (as defined and
interpreted by regulation) for that year plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years.
The payment of dividends by Sky Financial and Sky Financial's subsidiaries is
also affected by various regulatory requirements and policies, such as the
requirement to maintain capital at or above regulatory guidelines. In
addition, if, in the opinion of the applicable regulatory authority, a bank
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the bank,
could include the payment of dividends), such authority may require, after
notice and hearing, that such bank cease and desist from such practice. The
FRB and the DFI have each indicated that paying dividends that deplete a
bank's capital base to an inadequate level should be an unsafe and unsound
banking practice. The FRB, the DFI and the FDIC have issued policy statements
which provide that bank holding companies and insured banks should generally
only pay dividends out of current operating earnings.
6
On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley
Act which, effective March 11, 2000, permits bank holding companies to become
financial holding companies and thereby affiliate with securities firms and
insurance companies and engage in other activities that are financial in
nature. A bank holding company may become a financial holding company if each
of its subsidiary banks is well capitalized under the Federal Deposit Insurance
Corporation Improvement Act prompt corrective action provisions, is well
managed, and has at least a satisfactory rating under the Community
Reinvestment Act (CRA) by filing a declaration that the bank holding company
wishes to become a financial holding company. No regulatory approval will be
required for a financial holding company to acquire a company, other than a
bank or savings association, engaged in activities that are financial in nature
or incidental to activities that are financial in nature, as determined by the
Federal Reserve Board.
The Gramm-Leach-Bliley Act defines "financial in nature" to include securities
underwriting, dealing and market making; sponsoring mutual funds and investment
companies; insurance underwriting and agency; merchant banking activities; and
activities that the FRB has determined to be closely related to banking. A
national bank also may engage, subject to limitations on investment, in
activities that are financial in nature, other than insurance underwriting,
insurance company portfolio investment, real estate development and real estate
investment, through a financial subsidiary of the bank, if the bank is well
capitalized, well managed and has at least a satisfactory CRA rating.
Subsidiary banks of a financial holding company or national banks with
financial subsidiaries must continue to be well capitalized and well managed in
order to continue to engage in activities that are financial in nature without
regulatory actions or restrictions, which could include divestiture of the
financial in nature subsidiary or subsidiaries. In addition, a financial
holding company or a bank may not acquire a company that is engaged in
activities that are financial in nature unless each of the subsidiary banks of
the financial holding company or the bank has CRA rating of satisfactory or
better.
In addition, the information contained in Note 20 "Regulatory Matters" on
pages 54 and 55 of Sky Financial's 2000 Annual Report to Shareholders is
incorporated by reference in response to this item.
Employees
As of December 31, 2000, Sky Financial and its subsidiaries had approximately
2,885 full-time equivalent employees. Sky Financial and its subsidiaries
consider their employee relations to be good. None of the employees are
covered by a collective bargaining agreement.
7
Certain Statistical Information Regarding Sky Financial
Certain financial and statistical information relative to Sky Financial as
required under the Securities and Exchange Commission's Industry Guide 3,
"Statistical Disclosure By Bank Holding Companies," and related discussion is
incorporated by specific references from the indicated pages of Sky Financial's
2000 Annual Report to Shareholders as indicated below.
Pages in 2000 Annual
Report to Shareholders
Financial Ratios ....................................... 20
Business Line Results .................................. 21-22
Net Interest Income; Average Balance Sheets
and Related Yields and Rates; Volume and
Rate Variance Analysis ................................ 22-24
Loan Portfolio; Non-performing Assets;
Risk Elements ......................................... 26-27
Provision and Allowance for Credit Losses .............. 28-29
Securities ............................................. 30-31
Deposits ............................................... 31
Short-term Borrowings .................................. 32
Item 2. PROPERTIES
Sky Financial's executive offices are located in Bowling Green, Ohio. The Bank
Subsidiaries operate over 200 banking centers, the majority of which are owned,
with the remaining banking centers under lease agreements, including nine leased
from Bancsites, Inc. (Bancsites) under long-term lease agreements. Bancsites
was a wholly-owned subsidiary of Mid Am Bank until 1977, when Mid Am Bank
distributed all shares of Bancsites to its shareholders. Also, the information
contained in Note 5 "Premises and Equipment" on page 43 of Sky Financial's 2000
Annual Report to Shareholders isincorporated herein by reference in response to
this item.
Item 3. LEGAL PROCEEDINGS
The information contained in Note 17 "Contingencies" on page 53 of Sky
Financial's 2000 Annual Report to Shareholders is incorporated herein by
reference in response to this item.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
8
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS
The information contained under the caption "SHAREHOLDER INFORMATION" on page
62 and the information contained in Note 20 "Regulatory Matters" on pages
54 and 55 of Sky Financial's 2000 Annual Report to Shareholders is incorporated
herein by reference in response to this item. Sky Financial's common stock is
traded on the NASDAQ National Market System under the symbol "SKYF." At March
26, 2001, there were approximately 16,692 holders of record of Sky Financial's
common stock.
Item 6. SELECTED FINANCIAL DATA
The information contained under the caption "SUMMARY OF FINANCIAL DATA" on page
20 of Sky Financial's 2000 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on pages 21 through
33 of Sky Financial's 2000 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the caption " MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on page 33 of Sky
Financial's 2000 Annual Report to Shareholders is incorporated herein
by reference in response to this item.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The audited financial statements contained on pages 34 through 58 of Sky
Financial's 2000 Annual Report to Shareholders, and the information in the
unaudited Note 23, "Quarterly Financial Information (Unaudited)," is
incorporated herein by reference in response to this item.
With the exception of the aforementioned information and the information
incorporated in Items 5, 6, 7 and 14, Sky Financial's 2000 Annual Report to
Shareholders is not to be deemed filed as part of this report.
9
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 3 and "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on
pages 6 and 7 of Sky Financial's 2001 Proxy Statement filed with the
Securities and Exchange Commission on March 6, 2001, is incorporated herein by
reference in response to this item.
The following table sets forth the names and ages and business experience of
each of the executive officers of Sky Financial. Each executive officer of Sky
Financial is appointed by the Board of Directors on an annual basis, and serves
at the pleasure of the Board.
Position With Company or Officer
Executive Officer Age Subsidiary and Experience Since*
Marty E. Adams 48 Chairman, President and Chief 1977
Executive Officer of Sky Financial;
formerly President and Chief
Operating Officer of Sky Financial;
formerly Vice Chairman of the Board,
President and Chief Executive
Officer of Citizens Bancshares, Inc.
and The Citizens Banking Company
Frank J. Koch 47 Executive Vice President and 1988
Senior Credit Officer of Sky
Financial, and President and Chief
Executive Officer of Sky Bank;
formerly Executive Vice President
of Citizens Bancshares, Inc.
Thomas J. O'Shane 53 Senior Executive Vice President and 1988
Community Banking Chief Executive
Officer of Sky Financial; formerly
Chairman of the Board and President
and Chief Executive Officer of
First Western Bancorp, Inc.
W. Granger Souder, Jr. 40 Executive Vice President, General 1989
Counsel and Secretary of Sky Financial;
formerly Executive Vice President
and General Counsel of Mid Am, Inc.;
formerly employed as a securities
attorney in private practice
10
Kevin T. Thompson 47 Executive Vice President and 1998
Chief Financial Officer of Sky
Financial; formerly Senior Vice
President/Controller of First
of America Bank Corporation
James F. Burwell 50 Executive Vice President/Bank 1980
Operations of Sky Financial; formerly
President and Chief Executive Officer
of The Ohio Bank; formerly Chief
Operating Officer of The Ohio Bank;
formerly President and Chief Executive
Officer of First National Bank
Northwest Ohio
Thomas G. Leek 52 Chairman and Chief Executive Officer 1989
of Sky Technology Resources; formerly
Senior Vice President/Bank Operations
of Citizens Bancshares, Inc.
Richard R. Hollington III 37 President and Chief Executive Officer 1996
of Sky Trust; formerly Senior Vice
President/Integration Manager of
Sky Financial; formerly Vice President/
Sales & Service Support of The Ohio Bank
* Includes period in which executive officer was an officer of a subsidiary
or acquired company.
Item 11. EXECUTIVE COMPENSATION
The information contained under the captions "EXECUTIVE COMPENSATION" on pages
8 through 11 and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" on
pages 12 and 13 of Sky Financial's 2001 Proxy Statement filed with the
Securities and Exchange Commission on March 6, 2001, is incorporated herein by
reference in response to this item.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 3, "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on pages 6
and 7 and "EXECUTIVE COMPENSATION" on pages 8 through 11 of Sky Financial's
2001 Proxy Statement filed with the Securities and Exchange Commission on
March 6, 2001, is incorporated herein by reference in response to this item.
Sky Financial has no knowledge of any person or any group (as defined in
Section 13.d.3 of the Securities Exchange Act of 1934) which owns in excess of
five percent of the outstanding common stock of Sky Financial.
11
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the caption "CERTAIN TRANSACTIONS AND
RELATIONSHIPS" on page 15 of Sky Financial's 2001 Proxy Statement filed with the
Securities and Exchange Commission on March 6, 2001, is incorporated herein by
reference in response to this item.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Pages in 2000 Annual
Report to Shareholders*
(1) Financial Statements:
Report of Independent Auditors ............................... 34
Consolidated Balance Sheets at
December 31, 2000 and 1999 ................................. 35
Consolidated Statements of Income for
the three years ended December 31, 2000 .................... 36
Consolidated Statements of Changes in
Shareholders' Equity for the three years
ended December 31, 2000 .................................... 37
Consolidated Statements of Cash Flows for
the three years ended December 31, 2000 .................... 38
Notes to Consolidated Financial Statements .................. 39-59
* Incorporated by reference from the indicated pages of the 2000 Annual Report
to Shareholders. All schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
The following Exhibits required by Item 601 of Regulation S-K are filed as
part of this report:
Exhibit
Number Exhibit
3.1 Sky Financial's Sixth Amended and Restated Articles of Incorporation
3.2 Sky Financial's Code of Regulations, as amended
4.1 Shareholder Rights Agreement dated as of July 21, 1998, between Sky
Financial and The Citizens Banking Company, as Rights Agent
10.1 Sky Financial's Amended and Restated 1998 Stock Option Plan for
Nonemployee Directors
10.2 Sky Financial's 1998 Stock Option Plan for Employees
10.3 Sky Financial's Non-Qualified Retirement Plan
10.4 Sky Financial's Employee Stock Ownership Pension Plan
10.5 Sky Financial's Profit Sharing and 401(k) Plan
12
10.6 Form of Indemnification Agreement between Sky Financial and
individual directors, certain officers and representatives.
10.7 Employment Agreement between Sky Financial and Marty E. Adams
10.8 Employment Agreement between Sky Financial and Thomas J. O'Shane
10.9 Agreement by and among Sky Financial, The Citizens Banking Company
and Frank J. Koch.
10.10 Form of Change in Control Agreement between Sky Financial and
certain officers of Sky Financial.
11.1 Statement Re: Computation of Per Share Earnings
13.1 Sky Financial's 2000 Annual Report to Shareholders
20.1 Sky Financial's Proxy Statement for its 2001 Annual Meeting
21.1 Subsidiaries of Sky Financial
23.1 Consent of Independent Auditors
24.1 Power of Attorney
(b) Reports on Form 8-K
Sky Financial filed a report on Form 8-K with the Securities and Exchange
Commission as of October 20, 2000, announcing the voluntary resignation of
eleven directors in an effort to downsize and streamline the Sky Financial
Board of Directors. In other action the Board of Directors declared a 10% stock
dividend on its common stock and reauthorized its common stock repurchase plan.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SKY FINANCIAL GROUP, INC.
BY: /s/ Kevin T. Thompson
Kevin T. Thompson
Executive Vice President and Chief Financial Officer
March 29, 2001
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signatures
Marty E. Adams Director/President/CEO
Kevin T. Thompson Executive Vice President/CFO
*
George N. Chandler, II Director March 29, 2001
*
Robert C. Duvall Director March 29, 2001
*
D. James Hilliker Director March 29, 2001
*
Richard R. Hollington, Jr. Director March 29, 2001
Fred H. "Sam" Johnson, III Director
*
Jonathan A. Levy Director March 29, 2001
*
James C. McBane Director March 29, 2001
*
Gerard P. Mastroianni Director March 29, 2001
*
Thomas J. O'Shane Director March 29, 2001
*
Edward J. Reiter Director March 29, 2001
14
*
Gregory L. Ridler Director March 29, 2001
*
Emerson J. Ross, Jr. Director March 29, 2001
*
C. Gregory Spangler Director March 29, 2001
*
Robert E. Spitler Director March 29, 2001
*
Joseph N. Tosh, II Director March 29, 2001
* The undersigned attorney-in-fact, by signing his name below, does hereby
sign this Report on Form 10-K on behalf of the above-named officers and
directors pursuant to a power of attorney executed by such persons and filed
with the Securities and Exchange Commission contemporaneously herewith.
BY: /s/ Kevin T. Thompson
Kevin T. Thompson
Attorney-In-Fact
15
FORM 10-K
EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Sky Financial's Sixth Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the Form 10-K of Sky
Financial for the year ended December 31, 1999 filed as of March 23, 2000)
3.2 Sky Financial's Code of Regulations, as amended (incorporated by reference
to Exhibit 3.2 of the Form 10-K of Sky Financial for the year ended
December 31, 1999 filed as of March 23, 2000)
4.1 Shareholder Rights Agreement dated as of July 21, 1998, between Sky
Financial and The Citizens Banking Company, as Rights Agent (incorporated
by reference to Exhibit 4 of Form S-4 Registration Statement No. 333-60741
of Sky Financial).
10.1 Sky Financial's Amended and Restated 1998 Stock Option Plan for
Nonemployee Directors (incorporated by reference to Appendix G of the
Joint Proxy Statement/Prospectus in Form S-4 Registration Statement No.
333-60741 of Sky Financial).
10.2 Sky Financial's 1998 Stock Option Plan for Employees (incorporated by
reference to Appendix H of the Joint Proxy Statement/Prospectus in Form
S-4 Registration Statement No. 333-60741 of Sky Financial).
10.3 Sky Financial's Non-Qualified Retirement Plan (As Amended and Restated
Effective January 1, 1999). (incorporated by reference to Exhibit 10.3 to
the Form 10-K of Sky Financial filed as of March 16, 1999).
10.4 Sky Financial's Employee Stock Ownership Pension Plan (incorporated by
reference to Exhibit 10.4 of the Form 10-K of Sky Financial for the year
ended December 31, 1999 filed as of March 23, 2000)
10.5 Sky Financial's Profit Sharing and 401(k) Plan (incorporated by reference
to Exhibit 10.5 of the Form 10-K of Sky Financial for the year ended
December 31, 1999 filed as of March 23, 2000)
10.6 Form of Indemnification Agreement between Sky Financial and individual
directors, certain officers and representatives. (incorporated by
reference to Exhibit 10.6 to the Form 10-K of Sky Financial filed as of
March 16, 1999).
10.7 Employment Agreement between Sky Financial and Marty E. Adams
(incorporated by reference to Exhibit 10.3 of Form S-4 Registration
Statement No. 333-60741 of Sky Financial).
10.8 Employment Agreement between Sky Financial and Thomas J. O'Shane
10.9 Agreement by and among Sky Financial, The Citizens Banking Company and
Frank J. Koch. (incorporated by reference to Exhibit 10.11 to the Form
10-K of Sky Financial filed as of March 16, 1999).
16
Exhibit Index (continued)
10.10 Form of Change in Control Agreement between Sky Financial and certain
officers of Sky Financial. (incorporated by reference to Exhibit 10.12 to
the Form 10-K of Sky Financial filed as of March 16, 1999).
11.1 Statement Re: Computation of Per Share Earnings (incorporated by reference
from the information contained in Note 11 "Earnings Per Share" on pages 47
and 48 of Sky Financial's 2000 Annual Report to Shareholders). See Exhibit
13.1
13.1 Sky Financial's 2000 Annual Report to Shareholders (except for the
portions of the report expressly incorporated by reference, the report is
furnished solely for the information of the Commission and is not deemed
"filed" as part hereof).
20.1 Sky Financial's Proxy Statement for its 2001 Annual Meeting (incorporated
by reference from the information contained in Sky Financial's 2001 Proxy
Statement filed as of March 6, 2001).
21.1 Subsidiaries of Sky Financial
23.1 Consent of Independent Auditors
24.1 Power of Attorney
17