425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on April 23, 2007
Filed
by
Huntington Bancshares Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed
filed pursuant to Rule 14a-6(b)
of
the Securities Exchange Act of 1934
Subject
Company: Sky Financial Group, Inc.
(Commission
File No. 333-140897)
The
following excerpts are from Huntington’s 2007 first quarter earnings conference
call on April 19, 2007.
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Tom
Hoaglin:
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…As
you might expect, during the quarter we had considerable focus on
the
proposed acquisition of Sky Financial Group which was announced last
December.
|
There’s
a lot of detailed planning and preparation underway. I’m pleased to report
that we remain on track to meet our early third quarter targeted
close
assuming regulatory and shareholder approvals.
|
|
Every
day we see evidence that this merger has the potential to be all
we had
hoped it would be and that it will deliver significant benefits for
our
shareholders, customers, associates and communities.
|
|
We
have two main priorities this year - execute our fundamental business
game
plan, that is deliver good financial results, and integrate Sky customers
and associates into Huntington successfully and we are confident
that we
can accomplish both.
|
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Don
Kimble:
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…As
noted on the last conference call, until the proposed merger with
Sky
Financial is approved by shareholders we’re not making share repurchases
and made none during the quarter so we have 3.9 million shares remaining
under our current authorization. Our capital ratios are very strong
and
remain well above our long-term targeted
range.
|
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Bob
Hughes:
|
Hey,
Don, I was wondering as a follow on to the tax rate question, so
I guess
call it 26% or so is what you would assume to be the sort of full
year
effective tax rate for Huntington on a standalone basis. Did I hear
that
correctly?
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Don
Kimble:
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That’s
correct.
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Bob
Hughes:
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Okay
and with the addition of Sky we would see that creep up a little
bit?
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Don
Kimble:
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Well,
what we’d have to do is look at the blended tax rate affecting Sky and
Huntington on a combined basis so if Sky’s tax rate is…
|
Bob
Hughes:
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A
bit higher, yeah.
|
Don
Kimble:
|
…is
higher than ours and so we’ve had some type of a blended impact after that
point after the acquisition would be completed, that’s
correct.
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Bob
Hughes:
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Okay,
great. And can you refresh my memory on when you plan to complete
the
conversion of Sky? Is that a fourth quarter event?
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Tom
Hoaglin:
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Bob,
this is Tom. We haven’t publicly announced the conversion date although I
think it’s very logical for you to assume and since we’re targeting the
financial close in the early part of the third quarter, that conversions
would in all likelihood occur in that quarter albeit
later.
|
Bob
Hughes:
|
Okay.
All right, very good, so we should begin to see some cost savings
maybe in
the fourth quarter post conversion?
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Tom
Hoaglin:
|
That’s
correct.
|
*
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Additional
Information About the Huntington and Sky Financial Group Merger and Where to
Find It
In
connection with the proposed merger of Huntington Bancshares Incorporated and
Sky Financial Group, Huntington and Sky Financial will be filing relevant
documents concerning the transaction with the Securities and Exchange
Commission. On April 19, 2007, Huntington filed Amendment No. 2 to the
registration statement on Form S-4 with the Securities and Exchange Commission,
which includes a proxy statement/prospectus. Stockholders will be able to obtain
a free copy of the proxy statement/prospectus, as well as other filings
containing information about Huntington and Sky Financial, at the Securities
and
Exchange Commission’s internet site (http://www.sec.gov).
Copies
of the proxy statement/prospectus and the filings with the Securities and
Exchange Commission that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by directing a
request to Huntington, Huntington Center, 41 South High Street, Columbus, Ohio
43287, Attention: Investor Relations, 614-480-4060, or Sky Financial, 221 South
Church Street, Bowling Green, Ohio, 43402. The final proxy statement/prospectus
will be mailed to stockholders of Huntington and Sky Financial.
Stockholders
are urged to read the proxy statement/prospectus, and other relevant documents
filed with the Securities and Exchange Commission regarding the proposed
transaction when they become available, because they will contain important
information.
The
directors and executive officers of Huntington and Sky Financial and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Huntington’s directors and
executive officers is available in its proxy statement included in the
registration statement filed with the SEC by Huntington on April 19, 2007.
Information regarding Sky Financial’s directors and executive officers is
available in its proxy statement filed with the SEC by Sky Financial on February
23, 2006. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
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