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: 
             | 
            
               …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: 
             | 
            
               …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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          1
        | 
               Don
                Kimble: 
             | 
            
               That’s
                correct. 
             | 
          
| 
               Bob
                Hughes: 
             | 
            
               Okay
                and with the addition of Sky we would see that creep up a little
                bit? 
             | 
          
| 
               Don
                Kimble: 
             | 
            
               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: 
             | 
            
               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. 
             | 
          
| 
               Bob
                Hughes: 
             | 
            
               Okay,
                great. And can you refresh my memory on when you plan to complete
                the
                conversion of Sky? Is that a fourth quarter event? 
             | 
          
| 
               Tom
                Hoaglin: 
             | 
            
               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? 
             | 
          
| 
               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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