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The following is an excerpt from a 8-K SEC Filing, filed by SKY FINANCIAL GROUP INC on 12/14/1998.
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SKY FINANCIAL GROUP INC - 8-K - 19981214 - EXHIBIT_99

Exhibit 99.1

FOR IMMEDIATE RELEASE:

CONTACT: Marty E. Adams President & Chief Operating Officer Sky Financial Group, Inc. (419) 327-6300

Thomas J. O'Shane Chairman, President & Chief Executive Officer First Western Bancorp, Inc. (724) 652-8550

SKY FINANCIAL GROUP, INC.
AGREES TO ACQUIRE
FIRST WESTERN BANCORP, INC.

DECEMBER 14, 1998 ( BOWLING GREEN, OHIO; NASDAQ: SKYF) Sky Financial Group, Inc. announced today the execution of a definitive agreement to acquire First Western Bancorp, Inc., a $2.2 billion bank holding company headquartered in New Castle, Pennsylvania. (NASDAQ: FWBI) The acquisition, which is expected to be completed in the third quarter of 1999, will create a $7 billion financial services organization, with market capitalization of $1.8 billion, making Sky Financial the 54th largest bank in the United States in terms of market capitalization. Upon completion of the acquisition, the combined company will have total assets of approximately $7.0 billion, total deposits of approximately $5.3 billion, stockholders' equity of approximately $535 million, and will conduct its banking business through 210 banking centers throughout Ohio, Western Pennsylvania, West Virginia and Michigan.

Under the terms of the agreement, First Western shareholders will receive 1.211 shares of Sky Financial common stock for each share of First Western common stock in a tax-free exchange. Based upon Sky Financial's average closing price of $31.45 for the week ended December 11, 1998, the transaction represents an exchange value of $38.09 for each common share of First Western and an aggregate transaction value of $434 million.

First Western Bank, N.A. will be merged into The Citizens Banking Company to create a $4 billion commercial bank serving Eastern Ohio, Western Pennsylvania, and Northern West Virginia. Marty


E. Adams, President & COO, of Sky Financial Group stated, "First Western is a premier banking franchise in Western Pennsylvania, and we are extremely pleased to have them join Sky Financial Group. The partnership among our two companies complements our existing market area, and will enable us to realize important synergies in our retail, commercial and fee-based businesses."

Thomas O'Shane, Chairman and Chief Executive Officer of First Western, stated, "We are extremely excited to become part of the Sky Financial family. Over the years, our two franchises have worked together on commercial loans and have exchanged many management and banking ideas. Therefore, we know each other very well. I am confident that the First Western customers, employees, and shareholders will benefit tremendously by this affiliation with one of the truly exceptional regional banking franchises in the Midwest."

The merger, which is to be accounted for as a pooling-of-interest, is expected to be accretive to earning per share by approximately 2% in the first full year of operations . The merger is expected to result in an annual pre-tax cost savings of at least $11 million, representing 22% of First Western's expense base, through the elimination of redundant systems and excess capacity, improved branch efficiencies and increased alternative delivery channels for financial products and services. A pre-tax merger related charge of approximately $60 million will be recognized in the quarter in which the merger is completed. First Western has issued an option in favor of Sky Financial to purchase up to 19.9% of outstanding shares of First Western, at an exercise price of $28.50 per share, which is exercisable upon the occurrence of certain events.

David R. Francisco, Chairman and CEO, of Sky Financial Group commented, " We have made great progress in integrating the fine institutions that comprise Sky Financial Group and we are well prepared to take on this important, in-market transaction. The acquisition terms meet all of our established acquisition criteria. We have used conservative assumptions and the acquisition will benefit our shareholders in the first full year of operations. We are also enthusiastic about welcoming First Western's employees to Sky Financial, where one of our core values is the creation of an exceptional environment for our people."

Sky Financial Group, Inc. is a diversified financial services holding company headquartered in Bowling Green, Ohio. The Company's banking affiliates include Mid American National Bank and Trust Company, Toledo, Ohio; The Citizens Banking Company, Salineville, Ohio; and The Ohio


Bank, Findlay, Ohio. The Company's financial services affiliates include Mid Am Recovery Services, Inc., Clearwater, Florida; MFI Investments Corp., Bryan, Ohio; Mid Am Credit Corp., Columbus, Ohio; Mid Am Private Trust, N.A., Cincinnati, Ohio; Mid Am Financial Services, Inc., Carmel, Indiana; Simplicity Mortgage Consultants, Marion, Indiana; Mid Am Title Insurance Agency, Inc., Adrian, Michigan; Sky Technology Resources, Inc., Bowling Green, Ohio; ValueNet, Inc., Lisbon, Ohio; Freedom Financial Life Insurance Company, Phoenix, Arizona; and Freedom Express, Inc., Salineville, Ohio.

*****

The information contained in this press release contains forward-looking statements regarding expected future financial performance which are not historical facts and which involve risks and uncertainties. Actual results and performance could differ materially from those contemplated by these forward-looking statements.

-end-


Exhibit 99.2

[Logo] Sky Financial Group


ACQUISITION OF
FIRST WESTERN BANCORP, INC.

Sky Financial Group, Inc.
December 14, 1998


[Logo] Sky Financial Group


FORWARD LOOKING
INFORMATION

This presentation contains certain estimates and projections of future operating results regarding both Sky Financial Group, Inc. and First Western Bancorp, Inc. on a stand-alone basis and a pro forma combined basis following the merger, including estimates of financial condition and operating efficiencies on a combined basis, and certain merger-related charges expected to be incurred in connection with the transaction. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward looking statements. Factors that might cause such a difference include, but are not limited to: (1) expected cost savings from the Merger cannot be fully realized or realized within the expected time frame; (2) revenues following the Merger are lower than expected; (3) competitive pressures among depository institutions increase significantly; (4) costs or difficulties related to the integration of the business of Sky Financial Group, Inc. and First Western Bancorp, Inc. are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either national or in the states in which the combined company will be doing business are less favorable than expected; and (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged.

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SKY FINANCIAL GROUP, INC.
1998 IN REVIEW

- May 21, 1998 announcement of Citizens Bancshares, Inc. and Mid Am, Inc. Merger-of-Equals

- October 2, 1998 merger completed and "Sky Financial Group, Inc." formed

- December 4, 1998 Sky Financial Group, Inc. completed acquisition of The Ohio Bank (a)

- Cost Savings of $22 million or 12% of combined non-interest expense on track for full run rate in 1999

- Immediately accretive to earnings per share and meets high performing bank criteria

- December 14, 1998 SkyFinancial Group, Inc. announcement of First Western Bancorp, Inc. acquisition

(a) All data for SKYF included in this presentation includes The Ohio Bank.

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TRANSACTION
SUMMARY

TERMS

- Fixed exchange ratio of 1.211 shares of Sky Financial for each First Western share

- Termination right triggered by SKYF's stock price falling below $25.00 and underperforming a peer index by 10%

- 19.9% stock option granted to SKYF

STRUCTURE

- Pooling of interests

- Tax-free exchange

- Definitive agreement signed

TIMING

- Subject to normal regulatory and shareholder approvals

- Expected to close Third Quarter, 1999

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TRANSACTION
SUMMARY

Indicated Transaction Value ................$425 million (a)

Per FWBI Share .............................$37.24 (a)

SKYF Shares Issued .........................13.5 million (fixed exchange ratio)

Pro Forma SKYF Shares Outstanding ..........59 million

Pro Forma Market Capitalization ............$1.8 billion

Percent Ownership ..........................Sky Financial Group, Inc.: 77%
                                            First Western Bancorp, Inc.: 23%

SKYF Board Representation ..................Two First Western directors will
                                            join SKYF's board

(a) Based on SKYF closing market price of $30.75 as of December 11, 1998

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                                   ----------
                                      DEAL
                                     PRICING
                                   ----------

                                 SKYF/FWBI       Recent Bank          SKYF
                                 Merger (a)      Mergers (b)       Stand-alone
                                 ----------      -----------       -----------


Price to LTM EPS                  22.0X             23.4X        Not Meaningful

Price to Book Value                280%              300%            358%

Price to Tangible Book Value       480%              340%            391%

Price to Est. 2000
Net Income Synergies              14.1X         Not Applicable      15.3X (c)


(a) Based on SKYF closing market price of $30.75 as of December 11, 1998

(b) Recently announced bank sellers with assets between $1 billion and $5
    billion

(c) Based on management's estimate of $2.01 per share for SKYF on a stand alone
    basis




                                                                               6


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STRATEGIC
RATIONALE

- Continuation of a theme

- Sky and its predecessors have completed 22 acquisitions since 1990

- In-market transaction

- Consolidate into Citizens Banking Company

- Acquisition terms meet Sky Financial's established acquisition criteria and commitment to financial discipline

- Based on conservative assumptions, benefits shareholders in first full year of operation

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[Logo] Sky Financial Group


STRATEGIC
RATIONALE

Creates strong #2 position in the Eastern markets of Sky Financial Group

[Map]

o Denotes Sky Financial Group, Inc.

[] Denotes First Western Bancorp

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STRATEGIC
RATIONALE

FINANCIAL PROJECTIONS ARE CONSERVATIVE:

- Cost saving assumptions are 22% of non-interest expense - very supportable based on similar in-market transactions

- Cost savings have been identified

- Immediately accretive without revenue enhancements

- However, FWBI has a low loan-to-asset ratio and other balance sheet restructuring opportunities

- Strong capitalization and asset quality

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[Logo] Sky Financial Group


DEAL
ECONOMICS

- In-market transaction with $11 million of estimated cost savings or 22% of FWBI'S non-interest expense. (1/3 realized in 1999 and 2/3 in 2000)

- Immediately accretive to earnings on cost savings alone

- One time pretax charge of $60 million

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                                 -------------
                                      COST
                                    SAVINGS
                                 -------------

                                                           Savings
                                                            as a %
                                   Estimated         of Expense Category
                                     2000            -------------------
(In Millions)                       Savings            FWBI     Combined
------------------------------------------------------------------------

Salaries & Benefits             $ 6.5                   30%        6%

Occupancy & Equipment             1.0                   15%        3%

Other                             3.5                   18%        5%
                              ---------
TOTAL                           $11.0                   22%        5%

After tax                       $ 7.2

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MERGER RELATED
CHARGES

(In Millions)
------------------------------------------------

Transaction Costs                         $  6.0

Conversion Costs                             2.5

Employee-Related Costs                       9.0

Occupancy/Equipment Writedowns               4.5

Credit Quality/Reserve Adjustments           4.0

Balance Sheet Restructuring
& Other                                     34.0
                                          ------

Gross Charges                              $60.0

Taxes                                       19.0
                                          ------

NET MERGER RELATED CHARGES                 $41.0

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[Logo] Sky Financial Group


PRO FORMA
SKY FINANCIAL GROUP, INC.

(In Millions)                BALANCE SHEET DATA (a)
-------------------------------------------------------------

                                            Pro Forma
                            SKYF    FWBI     Combined
                            ----    ----     --------

Assets                     $4.8     $2.2        $7.0

Loans                       3.3      1.1         4.4

Deposits                    3.8      1.5         5.3

Equity to Assets           8.13%    6.72%       7.68%

Leverage Ratio             7.50%    4.03%       6.42%

Reserve to Loans           1.36%    1.67%       1.44%

Reserve to NPLs             369%   1,164%        461%





(a)     As of September 30, 1998, includes Ohio Bank

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[Logo] Sky Financial Group


PRO FORMA
SKY FINANCIAL GROUP, INC.

                                             INCOME DATA
  ----------------------------------------------------------------

                                                       Pro Forma
                      SKYF (a)        FWBI (a)        Combined (b)
                      --------        --------        ------------

ROAA                   1.40%            .93%             1.65%

ROAE                  17.25%          12.72%            20.00%

Net Interest Margin    4.34%           3.35%             4.00%

Efficiency Ratio      62.03%          59.33%            53.00%



(a)     Estimated 1998 core results
(b)     Assumes cost savings and 2000 projections

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PRO FORMA
SKY FINANCIAL GROUP, INC.

- $7.0 billion assets
- Seventh largest in Ohio
- 64th in country

- $1.8 billion market capitalization
- 54th in country

- 212 banking offices in OH, MI, PA, and WV

- Three bank charters

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FINAL
SUMMARY

- Continuation of theme and discipline

- Conservative assumptions

- Immediately accretive on cost savings alone

- Attractively priced

- Proven integration plan

- High performing bank mission

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