SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _________.
Commission File Number: 001-14473
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SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(K) PLAN
(Full title of the plan)
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SKY FINANCIAL GROUP, INC.
221 South Church Street
Bowling Green, Ohio 43402
(419) 327-6300
(Name of issuer of the securities held pursuant to the
plan and address of its principal executive office)
1
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2000 and 1999
2
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(K) PLAN
Bowling Green, Ohio
CONTENTS
Page
----
Report of Independent Auditors........................................ 4
Financial Statements:
Statements of Net Assets Available for Benefits.................. 5
Statement of Changes in Net Assets Available for Benefits........ 6
Notes to Financial Statements.................................... 7
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)... 12
Signatures............................................................ 14
Exhibit 23 - Consent of Independent Auditor........................... 15
3
CROWE CHIZEK
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Sky Financial Group, Inc.
Profit Sharing and 401(k) Plan
Bowling Green, Ohio
We have audited the accompanying statements of net assets available for benefits
of the Sky Financial Group, Inc. Profit Sharing and 401(k) Plan as of December
31, 2000 and 1999 and the related statement of changes in net assets available
for benefits for the year ended December 31, 2000. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000, in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and is not a required part of the
financial statements. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
April 5, 2001
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4
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
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2000 1999
---- ----
ASSETS
Investments at fair value (Note 5) $68,508,028 $23,710,133
Cash and cash equivalents 71 1,632,452
Receivables
Employer contributions 3,048,716 3,178,653
Employee contributions 133,932 12,249
Interest and dividends 39,051 68,334
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Total assets 71,729,798 28,601,821
LIABILITIES
Operating payable 203,574 22,247
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Net assets available for benefits $71,526,224 $28,579,574
=========== ===========
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See accompanying notes to financial statements.
5
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2000
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Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments (Note 4) $(5,019,543)
Interest and dividends 431,051
-----------
(4,588,492)
Transfers to Plan (Note 8) 40,654,673
Transfer from Sky Financial Group Employee Stock Ownership
Pension Plan 27,324
Contributions:
Participant Rollovers 3,771,500
Employer 4,930,926
Participants 3,734,793
-----------
12,437,219
-----------
Total additions 48,530,724
Deductions from net assets attributed to:
Benefits paid to participants 5,229,448
Administrative expenses 354,626
-----------
5,584,074
-----------
Net increase 42,946,650
Net assets available for benefits
Beginning of year 28,579,574
-----------
End of year $71,526,224
===========
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See accompanying notes to financial statements.
6
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Sky Financial Group, Inc. Profit Sharing and
401(k) Plan (the Plan) provides only general information. The Plan includes a
frozen profit sharing component, an employee stock-ownership component and a
401(k) component. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General: The Plan was originally effective July 1, 1989 and was restated on
January 1, 1995 and January 1, 1999. The Plan is a defined contribution plan
covering substantially all employees of Sky Financial Group, Inc. (the Company),
and its wholly-owned subsidiaries, except Meyer & Eckenrode Insurance Group,
Inc. and Subsidiaries, who have worked 1,000 hours in their first year of
service and have attained age 18. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Each year, participants may contribute up to the maximum amount
allowed by the Internal Revenue Code ($10,500) to the Plan. The Company makes a
matching contribution equal to 100% of the participant's contribution up to 3%
percent of that participant's compensation. Additionally, the Company, at the
option of its board of directors, may contribute additional amounts each year
that are allocated among participants based on each participant's compensation.
Participants direct the investment of their respective individual participant
accounts.
Participant Accounts: Each participant's account is credited with the
participant's own contribution and an allocation of the Company's contribution
and Plan earnings. Company contributions are allocated to participant accounts
based on each participant's proportional compensation. Investment income or loss
is allocated to participant accounts based on proportional account balances. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
Retirement, Death and Disability: A participant is entitled to 100% of his or
her account balance upon retirement, death or disability.
Vesting: Participants are immediately vested in their voluntary and rollover
contributions plus actual earnings thereon. Vesting in the remainder of their
account plus earnings thereon is based on years of credited service as follows:
Years of Service Vested Percentage
---------------- -----------------
Less than 2 0%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
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(Continued)
7
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
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NOTE 1 - DESCRIPTION OF PLAN (Continued)
The portion of a participant's account balance that is not fully vested will be
forfeited if the participant separates from service. At December 31, 2000,
forfeited nonvested accounts totaled $245,891. These forfeited amounts will be
used to reduce future employer contributions to the Plan.
Payment of Benefits: On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of his or her vested
interest in the account, or the vested portion of a participant's balance may be
distributed in installments or partial distributions.
Loans: The Plan provides that participants can borrow funds against their
account balances. These loans are limited to the lesser of $50,000 or 50% of the
participant's vested account balance. Loan issuances are treated as a transfer
between a participant's investment fund(s) and the loans receivable from
participant's fund. The loans are secured by the balance in the participant's
account. Loan principal and interest payments are made in accordance with the
note's amortization schedule, and are made via payroll withholding.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared under
the accrual method of accounting in accordance with generally accepted
accounting principles.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures, and actual
results may differ from these estimates. It is at least reasonably possible that
a significant change will occur in the near term for the estimates of investment
valuation.
Valuation of Investments: The Plan invests in common/collective investment funds
offered by Sky Trust, N.A. (a wholly-owned subsidiary of the Company), shares of
mutual funds, Company common stock, a master trust, corporate notes, and other
common stocks. The Plan's investment in the common/collective investment funds
is valued based upon the Plan's proportional share of the common/collective
funds' underlying assets. The underlying assets of the common/collective funds
are valued at fair market value. The Plan's investment in the master trust is
valued at fair value as reported by the trustee of the master trust. The fair
value is based upon the respective fair value of the master trust's underlying
investments, which are based upon quoted market prices of these investments.
Other investments are valued at fair market value as determined by the Plan
Trustee using quoted market prices except participant notes receivable, which
are valued at cost which approximates fair value.
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(Continued)
8
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
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NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on an accrual basis and dividend income is recorded on the
ex-dividend date.
Payment of Benefits: Benefits are recorded when paid.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA and its related regulations. In the
event of plan termination, participants will become 100% vested in their
accounts.
NOTE 4 - INVESTMENTS
The following presents, at fair value, investments that represent 5% or more of
the Plan's net assets.
2000 1999
---- ----
Sky Financial Group, Inc. Master Trust, 1,119,356
and 317,627 shares, respectively $21,065,314 $6,236,838
Sky Trust, N.A. Collective Core Equity Fund, 665,671
and 390,761 shares, respectively 10,327,627 7,754,023
Sky Trust, N.A. Collective Aggressive Equity Fund,
-0- and 339,795 shares, respectively -- 4,389,558
Sky Trust, N.A. Collective International Fund, -0- and
118,847 shares, respectively -- 1,509,191
Sky Trust, N.A. Collective Core Fixed Fund, 329,966
and 207,456 shares, respectively 4,121,475 2,405,047
Berger Omni Small Cap Value Fund, 156,465 and -0-
shares, respectively 3,985,156 --
Federated Prime Obligation Fund, 4,892,690 and
1,539,401 shares, respectively 4,892,690 1,539,401
RS Emerging Growth Fund, 85,396 and -0- shares,
respectively 3,758,273 --
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(Continued)
9
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
NOTE 4 - INVESTMENTS (Continued)
2000 1999
---- ----
Vanguard Growth and Income Fund, 221,364 and -0-
shares, respectively $ 7,096,941 $ --
Vanguard Growth Index Fund, 224,970 and -0-
shares, respectively 6,877,341 --
During 2000, the Plan's investments (including investments bought, sold, and
held during the year) depreciated by $5,019,543 as follows:
Net Change in Fair Value
Year Ended
December 31, 2000
-----------------
Investments at fair value
Master Trust $ 564,797
Common collective accounts (3,323,805)
Mutual funds (2,260,535)
-----------
$(5,019,543)
===========
NOTE 5 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated July 11, 1997, that the Plan is qualified under the applicable sections of
the Internal Revenue Code. The Plan has been amended since receipt of this
determination letter. The plan administrator believes that the Plan continues
to qualify as a tax-exempt plan.
NOTE 6 - RELATED PARTY TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of the
plan, any party rendering service to the plan, the employer, and certain others.
Certain Plan investments are shares of common/collective investment funds
managed by Sky Trust, N.A. Additionally, certain other Plan investments are
shares of Sky Financial Group, Inc. common stock. Sky Trust, N.A. is a
fiduciary of the Plan and wholly-owned subsidiary of Sky Financial Group, Inc.,
and Sky Financial Group, Inc. is the sponsor of the Plan. Therefore, all
transactions in these investments are party-in-interest transactions. Fees paid
by the Plan for administrative and investment services amounted to $354,626 for
the year ended December 31, 2000. Certain professional or legal fees related to
the operation of the Plan are paid on the Plan's behalf by the Company.
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(Continued)
10
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
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NOTE 7 - INTEREST IN SKY FINANCIAL GROUP MASTER TRUST
The Plan invests in a master trust, which was established for the investment of
assets of the Plan and the Sky Financial Group, Inc. Employee Stock Ownership
Pension Plan. Each participating retirement plan has an undivided interest in
the Master Trust. Prior to June 1, 2000, Marshall & Ilsley Trust Company served
as the custodian and trustee of the Master Trust. Effective June 1, 2000 the
assets of the Master Trust were transferred to Sky Trust, N.A., and Sky Trust,
N.A. assumed management of the Master Trust. At December 31, 2000, the Plan's
interest in the net assets of the Master Trust was 39.9%. Investment income and
administrative expenses relating to the Master Trust are allocated to the
individual plans based upon each individual Plan's ownership interest in the
Master Trust.
The following table presents the fair value of investments for the entire Master
Trust:
December 31, December 31,
2000 1999
---- ----
Investments at fair value:
Sky Financial Group, Inc. Common Stock $ 52,740,909 $ 38,592,425
Cash 569,141 --
Federated Prime Obligations Fund 86,194 529,164
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$ 53,396,244 $ 39,121,589
============ ============
The investment income for the entire Master Trust is as follows:
Year ended
December 31,
2000
----
Net depreciation in fair value of investments $ (893,732)
Interest 32,266
Dividends 1,758,370
------------
$ 896,904
============
NOTE 8 - PLAN MERGER
During 2000, The Ohio Bank 401(k) Profit Sharing Plan, the Century National Bank
401(k) Plan, the Picton Cavanaugh Inc. Profit Sharing and 401(k) Plan, and the
First Western Bancorp 401(k) Plan, all plans of companies previously acquired by
Sky Financial Group, Inc., were merged into the Sky Financial Group, Inc. Profit
Sharing and 401(k) Plan. The mergers into the Plan are reflected on the
statement of changes in net assets available for benefits as an increase of
$40,654,673 in the Plan's assets.
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11
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
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Name of plan sponsor: Sky Financial Group, Inc.
----------------------------------------
Employer identification number: 34-1372535
----------------------------------------
Three-digit plan number: 001
----------------------------------------
(c)
(b) Description of Investment
Identity Including Maturity Date, (e)
of Issue Rate of Interest, Collateral, (d) Current
(a) or Borrower Par or Maturity Value Cost Value
--- ----------- --------------------- ---- -----
* Sky Trust, N.A. Sky Financial Company Stock Fund
Investment in 302,722 shares of @ $21,065,314
Master Trust
* Sky Trust, N.A. Core Equity Fund
Investment in 665,671 shares of @ 10,327,627
common/collective fund
Berger Funds Berger Omni Small Cap Value Fund
Investment in 156,465 shares of @ 3,985,156
a registered investment company
* Sky Trust, N.A. Federated Prime Obligation Institutional
Fund
Investment in 4,892,690 shares of a @ 4,892,690
registered investment company
* Sky Trust, N.A. Core Fixed Fund
Investment in 329,966 shares of @ 4,121,475
common/collective fund
Pimco Funds Pimco Low Duration Fund
Investment in 138,825 shares of @ 1,374,368
a registered investment company
RS Funds RS Emerging Growth Fund
Investment in 85,396 shares of a @ 3,758,273
registered investment company
Scudder Funds Scudder International Fund
Investment in 69,451 shares of @ 3,494,098
a registered investment company
________________________________________________________________________________
* Denotes party-in-interest
@ Participant directed investments. Pursuant to Department of Labor
regulations, cost basis not presented.
(Continued)
12
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
- --------------------------------------------------------------------------------
(c)
(b) Description of Investment
Identity Including Maturity Date, (e)
of Issue Rate of Interest, Collateral, (d) Current
(a) or Borrower Par or Maturity Value Cost Value
--- ----------- --------------------- ---- -----
Vanguard Group Vanguard Growth and Income Fund
Investment in 221,364 shares of a @ 7,096,941
a registered investment company
Vanguard Group Vanguard Growth Index Fund
Investment in 224,970 shares of @ 6,877,340
a registered investment company
Vanguard Group Vanguard GNMA Fund
Investment in 36,112 shares of @ 369,788
a registered investment company
Pimco Funds Pimco High Yield Fund
Investments in 8,687 shares of @ 84,352
a registered investment company
* Participant Notes Debt obligations of Plan participants
with interest rates ranging from
7.0% to 9.75% @ 1,060,606
-----------
$68,508,028
===========
________________________________________________________________________________
* Denotes party-in-interest
@ Participant directed investments. Pursuant to Department of Labor
regulations, cost basis not presented.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
SKY FINANCIAL GROUP, INC.
PROFIT SHARING AND 401(K) PLAN
Date: June 28, 2001 By: /s/ W. Granger Souder, Jr.
--------------------------
W. Granger Souder, Jr.
Benefits Plan Committee (Plan
Administrator)
Sky Financial Group, Inc.
14