As filed with the
Securities and Exchange Commission on January 13,
2009
Registration No.
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUNTINGTON BANCSHARES INCORPORATED
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MARYLAND
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31-0724920
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(Exact Name of Registrant as
Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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HUNTINGTON CAPITAL III
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DELAWARE
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31-1611041
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(Exact Name of Registrant as
Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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HUNTINGTON CAPITAL IV
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DELAWARE
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31-1611043
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(Exact Name of Registrant as
Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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HUNTINGTON CAPITAL V
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DELAWARE
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31-1611045
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(Exact Name of Registrant as
Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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HUNTINGTON CAPITAL VI
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DELAWARE
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31-1611046
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(Exact Name of Registrant as
Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Huntington
Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address,
including zip code, and telephone number, including area code,
of registrants principal executive offices)
Richard A.
Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name,
address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Nicholas G.
Demmo, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
CALCULATION OF
REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Aggregate
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Amount of
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Title of Each Class of
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Amount to be
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Offering
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Offering
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Registration
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Securities to be Registered
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Registered(1)
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Price Per Unit(1)
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Price(1)
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Fee(2)
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Common Stock, par value $0.01
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Preferred Stock, par value $0.01
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Depositary Shares
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Debt Securities
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Junior Subordinated Debt Securities
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Warrants
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Stock Purchase Contracts for Preferred Stock
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Guarantees of payment by Huntington Bancshares Incorporated(3)
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Trust Preferred Securities of Huntington Capital III
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Trust Preferred Securities of Huntington Capital IV
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Trust Preferred Securities of Huntington Capital V
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Trust Preferred Securities of Huntington Capital VI
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Guarantees of Normal, Stripped and Capital Securities of
Huntington Capital IV, of Huntington Capital V and of Huntington
Capital VI(3)
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Normal Securities of Huntington Capital IV, of Huntington
Capital V and of Huntington Capital VI
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Stripped Securities of Huntington Capital IV, of Huntington
Capital V and of Huntington Capital VI
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Capital Securities of Huntington Capital IV, of Huntington
Capital V and of Huntington Capital VI
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(1) |
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This registration covers an indeterminate number of securities
of each identified class of the Registrants as may from time to
time be issued at indeterminate prices. Any registered
securities may be sold separately or as units with other
securities registered under this Registration Statement. |
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(2) |
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In accordance with Rules 456(b) and 457(r), the Registrants
are deferring payment of the registration fee. |
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Pursuant to Rule 457(n) under the Securities Act, no
additional registration fee is due for the guarantees. |
Notes
Huntington Bancshares Incorporateds common stock is listed
and traded on the Nasdaq Global Select Market under the symbol
HBAN. Huntington Bancshares Incorporateds
8.50% Series A Non-Cumulative Perpetual Convertible
Preferred Stock is listed and traded on the NASDAQ under the
symbol HBANP.
These securities are unsecured obligations of the applicable
registrant and are not savings accounts, deposits, or other
obligations of any of Huntington Bancshares Incorporateds
bank or nonbank subsidiaries and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The prospectus included herein is dated January 13, 2009.
PROSPECTUS
Huntington
Bancshares Incorporated
Common
Stock
Preferred Stock
Depositary Shares
Debt Securities
Junior Subordinated Debt Securities
Warrants
Guarantees
Stock Purchase Contracts for Preferred Stock
Huntington
Capital III
Trust Preferred
Securities
Huntington
Capital IV
Huntington Capital V
Huntington Capital VI
Trust Preferred
Securities
Normal Securities
Stripped Securities
Capital Securities
Huntington
Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
This prospectus is dated January 13, 2009. The securities listed
above may be offered and sold, from time to time, by Huntington
Bancshares Incorporated (which may be referred to as
we or us), or by Huntington Capital III,
Huntington Capital IV, Huntington Capital V, and Huntington
Capital VI (the Trusts, and, collectively with us,
the Issuers)
and/or one
or more selling securityholders to be identified in the future
in amounts, at prices, and on other terms to be determined at
the time of the offering. The applicable Issuer will describe
the specific terms and manner of offering of these securities in
a supplement to this prospectus. The prospectus supplement may
also add, update, or change information contained in this
prospectus. You should read this prospectus and any prospectus
supplement carefully before you invest. Each of the Trusts is a
statutory trust formed under the laws of the State of Delaware.
Our common stock is listed and traded on the Nasdaq Global
Select Market under the symbol HBAN. Our 8.50%
Series A Non-Cumulative Perpetual Convertible Preferred
Stock is listed and traded on the NASDAQ under the symbol
HBANP.
These securities are unsecured obligations of the applicable
Issuer and are not savings accounts, deposits, or other
obligations of any of our bank or nonbank subsidiaries and are
not insured by the Federal Deposit Insurance Corporation or any
other governmental agency. Neither the Securities and Exchange
Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement that we and
the Trusts filed with the Securities and Exchange Commission
(SEC) using a shelf registration or
continuous offering process. Under this shelf process, we
and/or the
Trusts or one or more selling securityholders to be identified
in the future may from time to time sell any combination of the
securities described in this prospectus in one or more offerings.
The following securities may be offered from time to time:
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common stock;
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preferred stock;
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depositary shares;
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debt securities;
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junior subordinated debt securities;
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warrants;
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guarantees; or
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stock purchase contracts for preferred stock.
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Each of the Trusts may sell trust preferred
securities and Huntington Capital IV, Huntington
Capital V and Huntington Capital VI may sell normal securities,
stripped securities and capital securities
representing undivided beneficial interests in all or certain
assets of the Trusts, which may be guaranteed by us. In
addition, any combination of the securities described in this
paragraph may be sold in one or more offerings from time to time
by one or more selling securityholders to be identified in the
future.
Each time we or the Trusts sell securities, the applicable
Issuer will provide a prospectus supplement containing specific
information about the terms of the securities being offered.
That prospectus supplement may include a discussion of any risk
factors or other special considerations that apply to those
securities. The prospectus supplement may also add, update, or
change the information in this prospectus. If there is any
inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in
that prospectus supplement. You should read both this prospectus
and any prospectus supplement together with additional
information described under the headings Where You Can
Find More Information and Information Incorporated
by Reference.
The registration statement containing this prospectus, including
exhibits to the registration statement, provides additional
information about us and the securities offered under this
prospectus. The registration statement can be read at the SEC
website or at the SEC offices mentioned under the heading
Where You Can Find More Information.
You should rely only on the information the Issuers incorporate
by reference or present in this prospectus or the relevant
prospectus supplement. The Issuers have not authorized anyone
else, including any underwriter or agent, to provide you with
different or additional information. The Issuers may only use
this prospectus to sell securities if it is accompanied by a
prospectus supplement which includes the specific terms of that
offering. The Issuers are only offering these securities in
states where the offer is permitted. You should not assume that
the information in this prospectus or the applicable prospectus
supplement is accurate as of any date other than the dates on
the front of those documents.
The Issuers may sell securities to underwriters who will sell
the securities to the public on terms fixed at the time of sale.
In addition, the securities may be sold by the Issuers directly
or through dealers or agents designated from time to time. If
any of the Issuers, directly or through agents, solicit
1
offers to purchase the securities, the applicable Issuer
reserves the sole right to accept and, together with its agents,
to reject, in whole or in part, any of those offers.
The prospectus supplement will contain the names of the
underwriters, dealers, or agents, if any, together with the
terms of offering, the compensation of those underwriters,
dealers, or agents, and the net proceeds to us. Any
underwriters, dealers, or agents participating in the offering
may be deemed underwriters within the meaning of the
Securities Act of 1933.
One or more of our subsidiaries, including The Huntington
Investment Company, may buy and sell any of the securities after
the securities are issued as part of their business as a
broker-dealer. Those subsidiaries may use this prospectus and
the related prospectus supplement in those transactions. Any
sale by a subsidiary will be made at the prevailing market price
at the time of sale.
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WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy
statements, and other information with the Securities and
Exchange Commission. Our SEC filings are available to the public
over the Internet at the SECs web site at
http://www.sec.gov
and on the investor relations page of our website at
http://www.huntington.com.
Except for those SEC filings incorporated by reference in this
prospectus, none of the other information on our website is part
of this prospectus. You may also read and copy any document we
file with the SEC at its public reference facilities at
100 F Street N.E., Washington, D.C. 20549. You
can also obtain copies of the documents upon the payment of a
duplicating fee to the SEC. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
facilities.
This prospectus omits some information contained in the
registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits
included in the registration statement for further information
about us and the Trusts and the securities offered by us and the
Trusts. Statements in this prospectus concerning any document
filed as an exhibit to the registration statement or otherwise
filed with the SEC are not intended to be comprehensive and are
qualified by reference to these filings. You should review the
complete document to evaluate these statements.
INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference much of the
information that we file with it, which means that we can
disclose important information to you by referring you to those
publicly available documents. The information that we
incorporate by reference is an important part of this
prospectus. Some information contained in this prospectus
updates the information incorporated by reference, and
information that we file in the future with the SEC will
automatically modify, supersede or update this prospectus. In
other words, in the case of a conflict or inconsistency between
information in this prospectus
and/or
information incorporated by reference into this prospectus, you
should rely on the information contained in the document that
was filed later.
This prospectus incorporates by reference the documents listed
below and any filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the
registration statement related to this prospectus until the
termination of the offering of these securities:
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Annual Report on
Form 10-K
for the year ended December 31, 2007 (including information
specifically incorporated by reference into the Annual Report on
Form 10-K
from our definitive proxy statement filed on March 10,
2008);
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Quarterly Reports on
Form 10-Q
for the periods ending September 30, 2008, June 30,
2008, and March 31, 2008;
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Current Reports on
Form 8-K
filed on November 18, 2008; November 14, 2008;
November 10, 2008; October 27, 2008; October 16,
2008; August 18, 2008; August 1, 2008; July 22,
2008; July 17, 2008; June 20, 2008; May 8, 2008;
May 6, 2008 (two Current Reports); April 22, 2008 (two
Current Reports); April 16, 2008; March 17, 2008,
March 7, 2008, March 6, 2008, March 4, 2008
(which amends the Current Report on
Form 8-K
dated July 1, 2007), February 28, 2008,
January 22, 2008, January 17, 2008, January 10,
2008, and January 3, 2008;
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The description of our common stock, which is registered under
Section 12 of the Securities Exchange Act, in our
Form 8-A
filed with the SEC on April 28, 1967, including any
subsequently filed amendments and reports updating such
description; and
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The description of our 8.50% Series A Non-Cumulative
Perpetual Convertible Preferred Stock, which is registered under
Section 12 of the Securities Exchange Act, in our
Form 8-A
filed with the SEC on May 19, 2008, including any
subsequently filed amendments and reports updating such
description.
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Notwithstanding the foregoing, we are not incorporating any
document or information deemed to have been furnished and not
filed in accordance with SEC rules.
Upon written or oral request, we will provide at no
cost to the requester a copy of any or all of the
information that has been incorporated by reference in this
prospectus but not delivered with the prospectus. You may make a
request by writing to the following address or calling the
following telephone number:
Jay Gould Sr.
Investor Relations
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Phone:
(614) 480-4060
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FORWARD-LOOKING
STATEMENTS
This prospectus and any accompanying prospectus supplement
contains or incorporates by reference forward-looking statements
about the Issuers that are intended to be subject to the safe
harbors created under U.S. federal securities laws. The use
of words such as anticipates, estimates,
expects, intends, plans and
believes, among others, generally identify
forward-looking statements; however, these words are not the
exclusive means of identifying such statements. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts.
By their nature, forward-looking statements are subject to
numerous assumptions, risks, and uncertainties. A number of
factors could cause actual conditions, events, or results to
differ significantly from those described in the forward-looking
statements. These factors include, but are not limited to, those
which may be set forth in the accompanying prospectus supplement
and those under the heading Risk Factors included in
our Annual Reports on
Form 10-K,
and other factors described in our periodic reports filed from
time to time with the Securities and Exchange Commission. Actual
results, performance or achievement could differ materially from
those contained in these forward-looking statements for a
variety of reasons, including, without limitation, those
discussed under Risk Factors in the applicable
prospectus supplement and in other information contained in our
publicly available filings with the SEC. Other unknown or
unpredictable factors also could have a material adverse effect
on us and/or
the Trusts business, financial condition and results of
operations.
We and the Trusts encourage you to understand forward-looking
statements to be strategic objectives rather than absolute
forecasts of future performance. Forward-looking statements
speak only as of the date they are made, and are inherently
subject to uncertainties, risks and changes in circumstances
that are difficult to predict. Neither we nor the Trusts are
under any obligation or intend to publicly update or review any
of these forward-looking statements, whether as a result of new
information, future events or otherwise, even if future events
or experiences make it clear that any expected results expressed
or implied by those forward-looking statements will not be
realized. Please carefully review and consider the various
disclosures made in the applicable prospectus supplement and in
our other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect our
and/or the
Trusts business, results of operations, financial
condition or prospects.
HUNTINGTON
BANCSHARES INCORPORATED
We are a multi-state diversified financial holding company
organized under Maryland law in 1966 and headquartered in
Columbus, Ohio. Through our subsidiaries, including our bank
subsidiary, The Huntington National Bank, organized in 1866, we
provide full-service commercial and consumer banking services,
mortgage banking services, automobile financing, equipment
leasing, investment management, trust services, brokerage
services, customized insurance service programs, and other
financial products and services. Our banking offices are located
in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and
Kentucky. Selected financial service activities are also
conducted in other states including: Auto Finance and Dealer
Services offices in Arizona, Florida, New Jersey, Tennessee, and
Texas; Private Financial and Capital Markets Group offices in
Florida; and Mortgage Banking offices in Maryland and New
Jersey. Huntington Insurance offers retail and commercial
insurance agency services in Ohio, Pennsylvania, Michigan,
Indiana, and West Virginia. International banking services are
available through the headquarters office in Columbus and
limited purpose offices located in the Cayman Islands and Hong
Kong.
As a registered financial holding company, we are subject to the
supervision of the Federal Reserve. We are required to file with
the Federal Reserve reports and other information regarding our
business operations and the business operations of our
subsidiaries.
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We are a separate and distinct legal entity from our bank and
other subsidiaries. Our principal source of funds to make
payments on securities is dividends from The Huntington National
Bank. Various federal and state statutes and regulations limit
the amount of dividends that our banking and other subsidiaries
may pay to us without regulatory approval. At September 30,
2008, The Huntington National Bank could not have declared and
paid any additional dividends to us without regulatory approval.
In addition, if any of our subsidiaries becomes insolvent, the
direct creditors of that subsidiary will have a prior claim on
its assets. The notes to our consolidated financial statements
contained in our annual and quarterly filings with the SEC,
which are incorporated by reference into this prospectus,
describe the legal and contractual restrictions on the ability
of our subsidiaries to make payment to us of dividends, loans,
or advances.
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USE OF
PROCEEDS
Unless the applicable prospectus supplement states otherwise,
the net proceeds from the sale of the securities by an Issuer
will be added to our general funds and will be available for
general corporate purposes, including, among other things:
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the repayment of existing indebtedness,
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the repurchase of our common stock,
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investments in, or extensions of credit to, our existing or
future subsidiaries, and
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the financing of possible acquisitions.
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Pending such use, we may temporarily invest the net proceeds in
short-term securities or reduce our short-term indebtedness, or
we may hold the net proceeds in deposit accounts in our
subsidiary bank.
Based upon our historical and anticipated future growth and our
financial needs, we may engage in additional financings of a
character and amount that we determine as the need arises.
RATIO OF EARNINGS
TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for the
last five fiscal years, and for the latest interim period for
which financial statements are presented in this document, are
indicated below.
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Nine Months Ended
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Twelve Months Ended
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September 30,
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December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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Ratio of Earnings to Fixed Charges
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Excluding interest on deposits
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2.59
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1.05
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2.49
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3.23
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3.88
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3.91
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Including interest on deposits
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1.43
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1.02
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1.48
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1.79
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2.23
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2.12
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Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends
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Excluding interest on deposits
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2.47
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1.05
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2.49
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3.23
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3.88
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3.91
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Including interest on deposits
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1.42
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1.02
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1.48
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1.79
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x
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2.23
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x
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|
|
2.12
|
x
|
CERTAIN ERISA
CONSIDERATIONS
Unless otherwise indicated in the applicable prospectus
supplement, the offered securities may, subject to certain legal
restrictions, be held by (i) pension, profit sharing, and
other employee benefit plans which are subject to Title I
of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), (ii) plans, accounts, and
other arrangements that are subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the
Code), or provisions under federal, state, local,
non-U.S., or
other laws or regulations that are similar to any of the
provisions of Title I of ERISA or Section 4975 of the
Code (Similar Laws), and (iii) entities whose
underlying assets are considered to include plan
assets of any such plans, accounts, or arrangements.
Section 406 of ERISA and Section 4975 of the Code
prohibit plans from engaging in specified transactions involving
plan assets with persons who are parties in
interest under ERISA or disqualified persons
under the Code with respect to such pension, profit sharing, or
other employee benefit plans that are subject to
Section 406 of ERISA or Section 4975 of the Code. A
violation of these prohibited transaction rules may result in an
excise tax or other liabilities under ERISA
and/or
Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory, class, or
administrative exemption. A fiduciary of any such plan, account,
or arrangement must determine that the purchase and holding of
an interest in the offered securities is consistent with its
fiduciary duties and will not constitute or result
7
in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, or a violation under any
applicable Similar Laws.
LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, certain legal matters will be passed upon for the
Issuers by Wachtell, Lipton, Rosen & Katz and Venable
LLP. Richards, Layton & Finger, P.A., special Delaware
counsel to the Trusts, will pass upon certain legal matters for
the Trusts. Unless otherwise provided in the applicable
prospectus supplement, certain legal matters will be passed upon
for any underwriters or agents by their own counsel.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2007 and the effectiveness
of Huntington Bancshares Incorporateds internal control
over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports (which
reports (1) express an unqualified opinion on the
consolidated financial statements and includes an explanatory
paragraph related to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 123(R),
Share-Based Payment, SFAS No. 156,
Accounting for Servicing of Financial Assets, and
SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, in
2006, and (2) express an unqualified opinion on the
effectiveness of internal control over financial reporting).
Such consolidated financial statements have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
8
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
|
|
ITEM 14.
|
OTHER EXPENSES OF
ISSUANCE AND DISTRIBUTION
|
The following is an estimate, subject to future contingencies,
of the expenses to be incurred by the Registrants in connection
with the issuance and distribution of the securities being
registered:
|
|
|
|
|
Registration Fee
|
|
|
*
|
|
Legal Fees and Expenses
|
|
|
**
|
|
Accounting Fees and Expenses
|
|
|
**
|
|
FINRA filing fee
|
|
|
**
|
|
Trustee Fees and Expenses
|
|
|
**
|
|
Blue Sky Fees and Expenses
|
|
|
**
|
|
Printing Fees
|
|
|
**
|
|
Rating Agency Fees
|
|
|
**
|
|
Miscellaneous
|
|
|
**
|
|
TOTAL
|
|
|
**
|
|
|
|
|
* |
|
To be deferred pursuant to Rule 456(b) under the Securities
Act and calculated in connection with the offering of securities
under this Registration Statement pursuant to Rule 457(r)
under the Securities Act. |
|
** |
|
These fees are calculated based on the number of issuances and
amount of securities offered and accordingly cannot be estimated
at this time. |
|
|
ITEM 15.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
The charter of Huntington Bancshares Incorporated provides that
it shall indemnify its directors to the full extent of the
general laws of the State of Maryland now or hereafter in force,
including the advance of expenses to directors subject to
procedures provided by such laws; its officers to the same
extent it shall indemnify its directors; and its officers who
are not directors to such further extent as shall be authorized
by the Board of Directors and be consistent with Maryland law.
Section 2-418
of the Maryland General Corporation law provides, in substance,
that a corporation may indemnify any present or former director
or officer, or any individual who, while a director or officer
of the corporation and at the request of the corporation, has
served another enterprise as a director, officer, partner,
trustee, employee or agent who is made, or threatened to be
made, a party to any proceeding by reason of service in that
capacity against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director or officer
in connection with the proceeding, unless it is proved that
(a) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty; (b) the director or
officer actually received an improper personal benefit in money,
property, or services; or, (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. Notwithstanding
the above, a director or officer may not be indemnified in
respect of any proceeding, by or in the right of the
corporation, in which such director or officer shall have been
adjudged liable to the corporation or in respect of any
proceeding charging improper receipt of a personal benefit
unless in either case a court orders indemnification and then
only for expenses.
Termination of any proceeding by judgment, order, or settlement
does not create a presumption that the director or officer did
not meet the requisite standard of conduct. Termination of any
proceeding by conviction, plea of nolo contendere or its
equivalent, or entry of an order of probation prior to judgment,
creates a rebuttable presumption that the director or officer
did not meet the requisite standard of conduct. The corporation
may not choose to indemnify the director or officer unless the
indemnification is authorized for a specific proceeding, after a
determination that
II-1
indemnification is permissible because the requisite standard of
conduct has been met (1) by a majority of a quorum of
directors not, at the time, parties to the proceeding (or if
such a quorum cannot be obtained, then by a majority of a
committee of one or more such directors designated by a majority
of the full board); (2) by special legal counsel selected
by the board of directors; or (3) by the stockholders
(other than stockholders who are also directors or officers who
are parties to the proceeding).
Section 2-418
provides that, unless otherwise limited by charter, a present or
former director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which
he is made party by reason of his service as a director or
officer shall be indemnified against reasonable expenses
incurred by the director or officer in connection with the
proceeding. Additionally, the statute provides that a court of
appropriate jurisdiction, upon application of a director or
officer and such notice as the court shall require, may order
indemnification in the following circumstances: (1) if it
determines a director or officer is entitled to reimbursement
pursuant to a directors or officers success, on the
merits or otherwise, in the defense of any proceeding he is made
a party by reason of his service as a director or officer, the
court shall order indemnification, in which case the director or
officer shall be entitled to recover the expenses of securing
such reimbursement; or (2) if it determines that a director
or officer is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, the court may order
such indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the
right of the corporation or in which liability shall have been
adjudged in the case of a proceeding charging improper personal
benefit to the director or officer, shall be limited to expenses.
The reasonable expenses incurred by a director or officer who is
a party to a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of the
proceeding upon receipt by the corporation of both a written
affirmation by the director or officer of his good faith belief
that the standard of conduct necessary for indemnification by
the corporation has been met, and a written undertaking by or on
behalf of the director or officer to repay the amount if it
shall be ultimately determined that the standard of conduct has
not been met.
The indemnification and advancement of expenses provided or
authorized by
Section 2-418
are not exclusive of any other rights to which a director or
officer may be entitled both as to action in his official
capacity and as to action in another capacity while holding such
office.
Pursuant to
Section 2-418,
a corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent
of the corporation, or who, while serving in such capacity, is
or was at the request of the corporation serving as a director,
officer, partner, trustee, employee, or agent of another
corporation or legal entity or of an employee benefit plan,
against liability asserted against and incurred by such person
in any such capacity or arising out of such persons
position, whether or not the corporation would have the power to
indemnify against liability under
Section 2-418.
A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, which is not
inconsistent with
Section 2-418.
A subsidiary or an affiliate of the corporation may provide the
insurance or similar protection.
The foregoing is only a general summary of certain aspects of
Maryland law dealing with indemnification of directors and
officers and does not purport to be complete. It is qualified in
its entirety by reference to the relevant statutes, which
contain detailed specific provisions regarding the circumstances
under which and the persons for whose benefit indemnification
shall or may be made.
Subject to certain exceptions, the directors and officers of
Huntington Bancshares Incorporated and its affiliates are
insured (subject to certain maximum amounts and deductibles) in
each policy year because of any claim or claims made against
them by reason of their wrongful acts while acting in their
capacities as such directors or officers or while acting in
their capacities as fiduciaries in the administration of certain
of Huntington Bancshares Incorporateds employee benefit
programs. Huntington Bancshares Incorporated is insured, subject
to certain retentions and exceptions, to the extent it shall
have indemnified the directors and officers for such loss.
II-2
The following Exhibits are filed as part of this Registration
Statement:
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|
|
Exhibit
|
|
Description
|
|
1(a).*
|
|
Form of Underwriting Agreement.
|
4(a).
|
|
Articles of Restatement of Charter previously
filed as Exhibit 3(i) to Annual Report on
Form 10-K
for the year ended December 31, 1993, and incorporated
herein by reference.
|
4(b).
|
|
Articles of Amendment to Articles of Restatement of
Charter previously filed as Exhibit 3.1 to
Current Report on
Form 8-K,
filed with the SEC on May 31, 2007, and incorporated herein
by reference.
|
4(c).
|
|
Articles of Amendment to Articles of Restatement of
Charter previously filed as Exhibit 3.1 to
Current Report on
Form 8-K,
filed with the SEC on May 8, 2008, and incorporated herein
by reference.
|
4(d).
|
|
Articles Supplementary previously filed as
Exhibit 3.1 to Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
4(e).
|
|
Articles Supplementary previously filed as
Exhibit 3.2 to Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
4(f).
|
|
Articles Supplementary previously filed as
Exhibit 3.1 to Current Report on
Form 8-K,
filed with the SEC on November 14, 2008, and incorporated
herein by reference.
|
4(g).
|
|
Articles Supplementary previously filed as
Exhibit 3.4 to Annual Report on
Form 10-K
for the year ended December 31, 2006, and incorporated
herein by reference.
|
4(h).*
|
|
Form of Articles Supplementary.
|
4(i).
|
|
Bylaws, as amended and restated as of July 16,
2008 previously filed as Exhibit 3.1 to Current
Report on
Form 8-K,
filed with the SEC on July 22, 2008 and incorporated herein
by reference.
|
4(j).
|
|
Senior Debt Indenture, dated as of December 29, 2005,
between Huntington Bancshares Incorporated, Issuer, and The Bank
of New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A.), Trustee
previously filed as Exhibit 4(d) to
Form S-3
(File
No. 333-131143)
filed with the SEC on January 19, 2006, and incorporated
herein by reference.
|
4(k).
|
|
Subordinated Debt Indenture, dated as of December 29, 2005,
between Huntington Bancshares Incorporated, Issuer, and The Bank
of New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A.), Trustee
previously filed as Exhibit 4(e) to
Form S-3
(File
No. 333-131143)
filed with the SEC on January 19, 2006, and incorporated
herein by reference.
|
4(l).*
|
|
Form of Fixed Rate Note.
|
4(m).*
|
|
Form of Floating Rate Note.
|
4(n).
|
|
Certificate of Trust of Huntington Capital III
previously filed as Exhibit 4(i) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(o).
|
|
Declaration of Trust of Huntington Capital III
previously filed as Exhibit 4(j) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(p).
|
|
Certificate of Trust of Huntington Capital IV
previously filed as Exhibit 4(k) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
II-3
|
|
|
Exhibit
|
|
Description
|
|
4(q).
|
|
Declaration of Trust of Huntington Capital IV
previously filed as Exhibit 4(l) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(r).
|
|
Certificate of Trust of Huntington Capital V
previously filed as Exhibit 4(m) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(s).
|
|
Declaration of Trust of Huntington Capital V
previously filed as Exhibit 4(n) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(t).
|
|
Certificate of Trust of Huntington Capital VI
previously filed as Exhibit 4(o) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(u).
|
|
Declaration of Trust of Huntington Capital VI
previously filed as Exhibit 4(p) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(v).
|
|
Form of Amended and Restated Declaration of Trust of Huntington
Capital III, IV, V and VI previously filed as
Exhibit 4(q) to Post-Effective Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(w).
|
|
Form of Amended and Restated Trust Agreement for Normal,
Stripped and Capital Securities of Huntington Capital IV, V and
VI previously filed as Exhibit 4(u) to
Post-Effective Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 25, 2008, and incorporated herein by reference.
|
4(x).
|
|
Form of Junior Subordinated Indenture between Huntington
Bancshares Incorporated and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to The Bank
of New York), as Trustee, to be used in connection with the
issuance of Junior Subordinated Debt Securities
previously filed as Exhibit 4(r) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(y).
|
|
Form of Junior Subordinated Note previously filed as
Exhibit 99.2 to Current Report on
Form 8-K
filed with the SEC on May 8, 2007 and incorporated herein
by reference.
|
4(z).
|
|
Warrant to purchase up to 23,562,994 shares of common
stock, issued on November 14, 2008 previously
filed as Exhibit 4.1 to Current Report on
Form 8-K
filed with the SEC on November 14, 2008 and incorporated
herein by reference.
|
4(aa).*
|
|
Form of Warrant Agreement, including form of Warrant Certificate.
|
4(bb).
|
|
Form of Guarantee Agreement for Huntington Capital III, IV, V
and VI previously filed as Exhibit 4(u) to
Post-Effective Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(cc).
|
|
Form of Trust Preferred Security previously
filed as Exhibit 4(v) to Post-Effective Amendment
No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(dd).
|
|
Forms of Normal, Stripped and Capital Securities
previously filed as Exhibit 4(aa) to
Post-Effective
Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 26, 2008, and incorporated herein by reference.
|
4(ee).
|
|
Form of Guarantee Agreement with respect to Normal, Stripped and
Capital Securities of Huntington Capital IV, V and
VI previously filed as Exhibit 4(bb) to
Post-Effective Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 26, 2008, and incorporated herein by reference.
|
4(ff).*
|
|
Form of Purchase Contract Agreement.
|
4(gg).*
|
|
Form of Collateral Agreement.
|
II-4
|
|
|
Exhibit
|
|
Description
|
|
4(hh).*
|
|
Form of Depositary Agreement including form of Depositary
Receipt.
|
4(ii).
|
|
Specimen Certificate of Series A Preferred
Stock previously filed as Exhibit 4.1 to
Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
5(a).
|
|
Opinion of Venable LLP as to the legality of the common stock,
preferred stock, depositary shares, debt securities, junior
subordinated debt securities, warrants, guarantees and stock
purchase contracts for preferred stock to be issued by
Huntington Bancshares Incorporated (including the consent of
such counsel).
|
5(b).
|
|
Opinion of Richards, Layton & Finger, P.A. as to the
legality of the trust preferred securities to be issued by
Huntington Capital III, IV, V and VI (including the consent of
such counsel) and the legality of the normal, stripped and
capital Securities of Huntington Capital IV, V and VI (including
the consent of such counsel).
|
8(a).*
|
|
Opinion as to certain tax matters (including the consent of such
counsel).
|
10(a).*
|
|
Form of Remarketing Agreement.
|
12(a).
|
|
Computation of the Ratio of Earnings to Fixed
Charges previously filed as Exhibit 12.1 to
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, and incorporated
herein by reference.
|
12(b).
|
|
Computation of the Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends previously filed as
Exhibit 12.2 to Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, and incorporated
herein by reference.
|
23(a).
|
|
Consent of Venable LLP (included in Exhibit 5(a)).
|
23(b).
|
|
Consent of Richards, Layton & Finger, P.A. (included
in Exhibit 5(b)).
|
23(c).
|
|
Consent of Deloitte & Touche LLP.
|
24(a).
|
|
Power of Attorney.
|
25(a).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Senior Indenture.
|
25(b).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A., as
Trustee under the Subordinated Indenture.
|
25(c).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Junior Subordinated Indenture.
|
25(d).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital III.
|
25(e).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital IV.
|
25(f).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital V.
|
25(g).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital VI.
|
25(h).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital III.
|
II-5
|
|
|
Exhibit
|
|
Description
|
|
25(i).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the Trustee
Preferred Securities of Huntington Capital IV.
|
25(j).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital V.
|
25(k).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital VI.
|
25(l).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital IV.
|
25(m).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital V.
|
25(n).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital VI.
|
25(o).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital IV.
|
25(p).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital V.
|
25(q).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital VI.
|
|
|
|
* |
|
To be filed subsequently on
Form 8-K
or by post-effective amendment at the time information as to the
distribution of each identified class of securities being
registered is included in a prospectus supplement in accordance
with Rule 430B. |
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this registration statement:
(A) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(B) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
II-6
(C) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (A),
(B) and (C) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrants pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided,
however, that no statement made in a registration
statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
Registrants under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
(A) The applicable undersigned Registrant undertakes that
in a primary offering of securities of the applicable
undersigned Registrant pursuant to the registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the applicable undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
applicable undersigned Registrant relating to the offering
required to be filed pursuant to Rule 424;
II-7
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the applicable undersigned
Registrant or used or referred to by the applicable undersigned
Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the applicable undersigned Registrant or its securities provided
by or on behalf of the applicable undersigned
Registrant; and
(iv) Any other communication that is an offer in the
offering made by the applicable undersigned Registrant to the
purchaser.
(B) The applicable undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrants
annual reports pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the applicable
Registrant pursuant to the foregoing provisions, or otherwise,
the applicable Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the applicable Registrant of expenses incurred or paid by a
director, officer or controlling person of the applicable
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
applicable Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Huntington Bancshares Incorporated certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this Registration Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on
January 13, 2009.
HUNTINGTON BANCSHARES INCORPORATED
|
|
|
|
|
/s/ Donald
R. Kimble
Name: Donald
R. Kimble
Title: Executive Vice President,
Chief
Financial Officer and Treasurer
(Principal Financial Officer)
|
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 13, 2009,
by the following persons in the capacities with Huntington
Bancshares Incorporated indicated:
|
|
|
Signature:
|
|
Title:
|
|
|
|
|
*
Thomas
E. Hoaglin
|
|
Chairman, President, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
|
|
*
Donald
R. Kimble
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
|
|
*
Thomas
P. Reed
|
|
Controller and Senior Vice President
(Principal Accounting Officer)
|
|
|
|
*
Raymond
J. Biggs
|
|
Director
|
|
|
|
*
Don
M. Casto III
|
|
Director
|
|
|
|
*
Michael
J. Endres
|
|
Director
|
|
|
|
*
Marylouise
Fennell
|
|
Director
|
|
|
|
*
John
B. Gerlach, Jr.
|
|
Director
|
II-9
|
|
|
Signature:
|
|
Title:
|
|
*
D.
James Hilliker
|
|
Director
|
|
|
|
*
David
P. Lauer
|
|
Director
|
|
|
|
*
Jonathan
A. Levy
|
|
Director
|
|
|
|
*
Wm.
J. Lhota
|
|
Director
|
|
|
|
*
Gene
E. Little
|
|
Director
|
|
|
|
*
Gerard
P. Mastroianni
|
|
Director
|
|
|
|
*
David
L. Porteous
|
|
Director
|
|
|
|
*
Kathleen
H. Ransier
|
|
Director
|
|
|
|
*/s/ Donald R.
Kimble
Donald
R. Kimble
|
|
Attorney-in-Fact for each of the persons indicated
|
II-10
Pursuant to the requirements of the Securities Act of 1933,
Huntington Capital III has duly caused this Registration
Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on
January 13, 2009.
HUNTINGTON CAPITAL III
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|
|
|
By:
|
HUNTINGTON BANCSHARES INCORPORATED
as sponsor
|
Name: Donald R. Kimble
|
|
|
|
Title:
|
Executive Vice President,
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
Huntington Capital IV has duly caused this Registration
Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on
January 13, 2009.
HUNTINGTON CAPITAL IV
|
|
|
|
By:
|
HUNTINGTON BANCSHARES INCORPORATED
as sponsor
|
Name: Donald R. Kimble
|
|
|
|
Title:
|
Executive Vice President,
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
II-11
Pursuant to the requirements of the Securities Act of 1933,
Huntington Capital V has duly caused this Registration Statement
on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on
January 13, 2009.
HUNTINGTON CAPITAL V
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|
|
|
By:
|
HUNTINGTON BANCSHARES INCORPORATED
|
as sponsor
Name: Donald R. Kimble
|
|
|
|
Title:
|
Executive Vice President,
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
Huntington Capital VI has duly caused this Registration
Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on
January 13, 2009.
HUNTINGTON CAPITAL VI
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|
|
|
By:
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HUNTINGTON BANCSHARES INCORPORATED
|
as sponsor
Name: Donald R. Kimble
|
|
|
|
Title:
|
Executive Vice President,
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
II-12
EXHIBIT INDEX
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|
Exhibit
|
|
Description
|
|
1(a).*
|
|
Form of Underwriting Agreement.
|
4(a).
|
|
Articles of Restatement of Charter previously
filed as Exhibit 3(i) to Annual Report on
Form 10-K
for the year ended December 31, 1993, and incorporated
herein by reference.
|
4(b).
|
|
Articles of Amendment to Articles of Restatement of
Charter previously filed as Exhibit 3.1 to
Current Report on
Form 8-K,
filed with the SEC on May 31, 2007, and incorporated herein
by reference.
|
4(c).
|
|
Articles of Amendment to Articles of Restatement of
Charter previously filed as Exhibit 3.1 to
Current Report on
Form 8-K,
filed with the SEC on May 8, 2008, and incorporated herein
by reference.
|
4(d).
|
|
Articles Supplementary previously filed as
Exhibit 3.1 to Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
4(e).
|
|
Articles Supplementary previously filed as
Exhibit 3.2 to Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
4(f).
|
|
Articles Supplementary previously filed as
Exhibit 3.1 to Current Report on
Form 8-K,
filed with the SEC on November 14, 2008, and incorporated
herein by reference.
|
4(g).
|
|
Articles Supplementary previously filed as
Exhibit 3.4 to Annual Report on
Form 10-K
for the year ended December 31, 2006, and incorporated
herein by reference.
|
4(h).*
|
|
Form of Articles Supplementary.
|
4(i).
|
|
Bylaws, as amended and restated as of July 16,
2008 previously filed as Exhibit 3.1 to Current
Report on
Form 8-K,
filed with the SEC on July 22, 2008 and incorporated herein
by reference.
|
4(j).
|
|
Senior Debt Indenture, dated as of December 29, 2005,
between Huntington Bancshares Incorporated, Issuer, and The Bank
of New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A.), Trustee
previously filed as Exhibit 4(d) to
Form S-3
(File
No. 333-131143)
filed with the SEC on January 19, 2006, and incorporated
herein by reference.
|
4(k).
|
|
Subordinated Debt Indenture, dated as of December 29, 2005,
between Huntington Bancshares Incorporated, Issuer, and The Bank
of New York Mellon Trust Company, N.A. (as successor in
interest to JPMorgan Chase Bank, N.A.), Trustee
previously filed as Exhibit 4(e) to
Form S-3
(File
No. 333-131143)
filed with the SEC on January 19, 2006, and incorporated
herein by reference.
|
4(l).*
|
|
Form of Fixed Rate Note.
|
4(m).*
|
|
Form of Floating Rate Note.
|
4(n).
|
|
Certificate of Trust of Huntington Capital III
previously filed as Exhibit 4(i) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(o).
|
|
Declaration of Trust of Huntington Capital III
previously filed as Exhibit 4(j) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(p).
|
|
Certificate of Trust of Huntington Capital IV
previously filed as Exhibit 4(k) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(q).
|
|
Declaration of Trust of Huntington Capital IV
previously filed as Exhibit 4(l) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
II-13
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|
|
Exhibit
|
|
Description
|
|
4(r).
|
|
Certificate of Trust of Huntington Capital V
previously filed as Exhibit 4(m) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(s).
|
|
Declaration of Trust of Huntington Capital V
previously filed as Exhibit 4(n) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(t).
|
|
Certificate of Trust of Huntington Capital VI
previously filed as Exhibit 4(o) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(u).
|
|
Declaration of Trust of Huntington Capital VI
previously filed as Exhibit 4(p) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(v).
|
|
Form of Amended and Restated Declaration of Trust of Huntington
Capital III, IV, V and VI previously filed as
Exhibit 4(q) to Post-Effective Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(w).
|
|
Form of Amended and Restated Trust Agreement for Normal,
Stripped and Capital Securities of Huntington Capital IV, V and
VI previously filed as Exhibit 4(u) to
Post-Effective Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 25, 2008, and incorporated herein by reference.
|
4(x).
|
|
Form of Junior Subordinated Indenture between Huntington
Bancshares Incorporated and The Bank of New York Mellon
Trust Company, N.A. (as successor in interest to The Bank
of New York), as Trustee, to be used in connection with the
issuance of Junior Subordinated Debt Securities
previously filed as Exhibit 4(r) to Post-Effective
Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(y).
|
|
Form of Junior Subordinated Note previously filed as
Exhibit 99.2 to Current Report on
Form 8-K
filed with the SEC on May 8, 2007 and incorporated herein
by reference.
|
4(z).
|
|
Warrant to purchase up to 23,562,994 shares of common
stock, issued on November 14, 2008 previously
filed as Exhibit 4.1 to Current Report on
Form 8-K
filed with the SEC on November 14, 2008 and incorporated
herein by reference.
|
4(aa).*
|
|
Form of Warrant Agreement, including form of Warrant Certificate.
|
4(bb).
|
|
Form of Guarantee Agreement for Huntington Capital III, IV, V
and VI previously filed as Exhibit 4(u) to
Post-Effective Amendment No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(cc).
|
|
Form of Trust Preferred Security previously
filed as Exhibit 4(v) to Post-Effective Amendment
No. 1 to
Form S-3
(File
No. 333-131143)
on May 7, 2007, and incorporated herein by reference.
|
4(dd).
|
|
Forms of Normal, Stripped and Capital Securities
previously filed as Exhibit 4(aa) to
Post-Effective
Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 26, 2008, and incorporated herein by reference.
|
4(ee).
|
|
Form of Guarantee Agreement with respect to Normal, Stripped and
Capital Securities of Huntington Capital IV, V and
VI previously filed as Exhibit 4(bb) to
Post-Effective Amendment No. 2 to
Form S-3
(File
No. 333-131143)
on March 26, 2008, and incorporated herein by reference.
|
4(ff).*
|
|
Form of Purchase Contract Agreement.
|
4(gg).*
|
|
Form of Collateral Agreement.
|
4(hh).*
|
|
Form of Depositary Agreement including form of Depositary
Receipt.
|
4(ii).
|
|
Specimen Certificate of Series A Preferred
Stock previously filed as Exhibit 4.1 to
Current Report on
Form 8-K,
filed with the SEC on April 22, 2008, and incorporated
herein by reference.
|
II-14
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|
|
Exhibit
|
|
Description
|
|
5(a).
|
|
Opinion of Venable LLP as to the legality of the common stock,
preferred stock, depositary shares, debt securities, junior
subordinated debt securities, warrants, guarantees and stock
purchase contracts for preferred stock to be issued by
Huntington Bancshares Incorporated (including the consent of
such counsel).
|
5(b).
|
|
Opinion of Richards, Layton & Finger, P.A. as to the
legality of the trust preferred securities to be issued by
Huntington Capital III, IV, V and VI (including the consent of
such counsel) and the legality of the normal, stripped and
capital Securities of Huntington Capital IV, V and VI (including
the consent of such counsel).
|
8(a).*
|
|
Opinion as to certain tax matters (including the consent of such
counsel).
|
10(a).*
|
|
Form of Remarketing Agreement.
|
12(a).
|
|
Computation of the Ratio of Earnings to Fixed
Charges previously filed as Exhibit 12.1 to
Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, and incorporated
herein by reference.
|
12(b).
|
|
Computation of the Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends previously filed as
Exhibit 12.2 to Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2008, and incorporated
herein by reference.
|
23(a).
|
|
Consent of Venable LLP (included in Exhibit 5(a)).
|
23(b).
|
|
Consent of Richards, Layton & Finger, P.A. (included
in Exhibit 5(b)).
|
23(c).
|
|
Consent of Deloitte & Touche LLP.
|
24(a).
|
|
Power of Attorney.
|
25(a).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Senior Indenture.
|
25(b).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A., as
Trustee under the Subordinated Indenture.
|
25(c).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Junior Subordinated Indenture.
|
25(d).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital III.
|
25(e).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital IV.
|
25(f).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital V.
|
25(g).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as Trustee under the Amended and Restated Declaration of Trust
of Huntington Capital VI.
|
25(h).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital III.
|
25(i).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the Trustee
Preferred Securities of Huntington Capital IV.
|
II-15
|
|
|
Exhibit
|
|
Description
|
|
25(j).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital V.
|
25(k).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. under
the Guarantee for the benefit of the holders of the
Trust Preferred Securities of Huntington Capital VI.
|
25(l).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital IV.
|
25(m).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital V.
|
25(n).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as property trustee under the Amended and Restated
Trust Agreement for Normal, Stripped and Capital Securities
of Huntington Capital VI.
|
25(o).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital IV.
|
25(p).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital V.
|
25(q).
|
|
Statement of Eligibility of Trustee on
Form T-1
of The Bank of New York Mellon Trust Company, N.A. to act
as guarantee trustee under the Guarantee Agreement for the
benefit of holders of Normal, Stripped and Capital Securities of
Huntington Capital VI.
|
|
|
|
* |
|
To be filed subsequently on
Form 8-K
or by post-effective amendment at the time information as to the
distribution of each identified class of securities being
registered is included in a prospectus supplement in accordance
with Rule 430B. |
II-16