Filed Pursuant to
Rule 424(b)(2)
Registration Statement No.:
333-156700
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities
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Proposed Maximum
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Amount of
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to be Registered
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Aggregate Offering Price
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Registration Fee(1)
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Common Stock, par value $0.01
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$
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100,000,000
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$
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5,580
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(1) Calculated in accordance with Rule 457(o), based
on the proposed maximum aggregate offering price, and
Rule 457(r) under the Securities Act of 1933, as amended.
PROSPECTUS
SUPPLEMENT
(To Prospectus dated January 13, 2009)
Huntington Bancshares
Incorporated
$100,000,000
Common Stock
This prospectus supplement and accompanying prospectus relate to
the offer and sale from time to time of shares of our common
stock, par value $0.01 per share, having an aggregate offering
price of up to $100,000,000 through Goldman, Sachs &
Co., as our sales agent, or to Goldman, Sachs & Co.,
for resale.
Our common stock is listed and traded on the Nasdaq Global
Select Market (Nasdaq) under the symbol
HBAN. The last reported sales price of our common
stock as reported on the Nasdaq on April 23, 2009 was $3.47
per share.
These shares of common stock will not be savings accounts,
deposits or other obligations of any bank or non-bank subsidiary
of ours and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
The shares of our common stock to which this prospectus
supplement relates generally will be offered and sold through
Goldman, Sachs & Co., as our sales agent, or to
Goldman, Sachs & Co., for resale, over a period of
time and from time to time in transactions at then-current
market prices, pursuant to an equity distribution agreement.
Accordingly, an indeterminate number of shares of common stock
will be sold up to the number of shares that will result in the
receipt of gross proceeds of up to $100,000,000; except in no
event will we issue more than an aggregate of
39,539,332 shares of common stock. We will pay Goldman,
Sachs & Co. a commission, or allow discount, as the
case may be, in each case equal to 2% of the gross proceeds of
the shares sold pursuant to this prospectus supplement. The net
proceeds we receive from the sale of the shares to which this
prospectus supplement relates will be the gross proceeds
received from such sales less the commissions or discounts and
any other costs we may incur in issuing the shares. See
Plan of Distribution for further information.
Investing in the shares of our common stock involves risks.
See Risk Factors on
page S-6
of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement and the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Goldman, Sachs &
Co.
Prospectus Supplement dated April 23, 2009
TABLE OF
CONTENTS
Prospectus
Supplement
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Prospectus
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You should rely only on the information contained or
incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not authorized anyone to
provide you with different information.
We are not making an offer of the shares of common stock
covered by this prospectus supplement in any jurisdiction where
the offer is not permitted.
You should not assume that the information contained in or
incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than
the respective dates thereof.
S-i
ABOUT THIS
PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the
prospectus supplement, which describes the specific terms of the
offering. The second part is the prospectus, which describes
more general information, some of which may not apply to the
offering. You should read both this prospectus supplement and
the accompanying prospectus, together with the additional
information described under the heading Where You Can Find
More Information below.
All references in this prospectus supplement to
Huntington, we, us,
our or similar references mean Huntington Bancshares
Incorporated and its successors, and include our consolidated
subsidiaries where the context so requires.
If the information set forth in this prospectus supplement
differs in any way from the information set forth in the
accompanying prospectus, you should rely on the information set
forth in this prospectus supplement.
Currency amounts in this prospectus supplement are stated in
U.S. dollars.
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy
statements, and other information with the Securities and
Exchange Commission, which we refer to in this document as the
SEC. Our SEC filings are available to the public
over the Internet at the SECs web site at www.sec.gov
and on the investor relations page of our website at
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.
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
supplement. Some information contained in this prospectus
supplement 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
supplement. In other words, in the case of a conflict or
inconsistency between information in this prospectus supplement
and/or
information incorporated by reference into this prospectus
supplement, you should rely on the information contained in the
document that was filed later.
This prospectus supplement 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, 2008 (including information
specifically incorporated by reference into the Annual Report on
Form 10-K
from our definitive proxy statement filed on March 13,
2009);
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Current Reports on
Form 8-K
filed on April 21, 2009 (other than the sections labeled
Performance Overview and 2009
Expectations included in the press release filed as
Exhibit 99.1 thereto), April 6, 2009, March 30,
2009, March 25, 2009, March 24, 2009,
February 18, 2009 (the Item 8.01
8-K only),
February 4, 2009, January 23, 2009, January 22,
2009 and January 16, 2009; and
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The description of our common stock, which is registered under
Section 12 of the Securities Exchange Act of 1934, in our
Form 8-A
filed with the SEC on April 28, 1967, 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 except with respect to the
portions of the April 21, 2009 Current Report on
Form 8-K
as described above.
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
S-2
PROSPECTUS
SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the
more detailed information included elsewhere or incorporated by
reference into this prospectus supplement or the accompanying
prospectus. Because this is a summary, it may not contain all of
the information that is important to you. You should read the
entire prospectus supplement and the accompanying prospectus,
including the section entitled Risk Factors and the
documents incorporated by reference before making an investment
decision.
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: 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 made available through the
headquarters office in Columbus, a limited purpose office
located in the Cayman Islands, and another in 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.
At March 31, 2009, we had, on a consolidated basis, total
assets of $51,702,125,000, total deposits of $39,070,273,000 and
stockholders equity of $4,814,736,000.
Our principal executive office is located at Huntington Center,
41 South High Street, Columbus, Ohio 43287, telephone number:
(614) 480-8300.
Recent
Developments
On April 21, 2009, we reported our operating results for
the three months ended March 31, 2009. The following
presents an overview of those operating results.
We reported a net loss for the quarter of $2,433.2 million,
or $6.79 per common share, compared with a net loss of
$417.3 million, or $1.20 per common share, reported in the
2008 fourth quarter, and net income of $127.1 million, or
$0.35 per common share, reported in the 2008 first quarter.
Specific significant items impacting 2009 first quarter
performance are described below. These significant items are
subject to the risks and uncertainties relating to our business
described under Risk Factors in this prospectus
supplement and in our Annual Report on
Form 10-K
for the year ended December 31, 2008:
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Noncash $2,602.7 million pre-tax ($7.09 per common share)
negative impact from goodwill impairment;
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$0.08 per common share negative impact resulting from the
previously announced conversion of 114,109 shares of our
Series A Preferred Stock into common stock; and
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$159.9 million one-time tax benefit ($0.44 per common
share) related to the previously announced restructuring with
Franklin Credit Management (which we refer to as the Franklin
relationship).
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Highlights of the 2009 first quarter performance include the
following:
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Fully-taxable equivalent net interest income decreased
$38.9 million, or 10%, from the 2008 fourth quarter, which
reflected a 21 basis point decline in the net interest
margin to 2.97% from
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3.18%. The decline in fully-taxable equivalent net interest
income also reflected a 2% decline in average earning assets
with average total loans and leases decreasing
$0.6 billion, or 1%, reflecting declines in commercial and
automobile loans and leases, and other earning assets, which
includes investment securities, declining 7%. Fully-taxable
equivalent net interest income decreased $41.2 million, or
11%, from the year-ago quarter.
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Average total deposits increased $0.6 billion, or 2%, from
the 2008 fourth quarter and reflected $0.8 billion, or 2%,
growth in average total core deposits which was partially offset
by a 3% decrease in noncore deposits. Average total deposits
increased $0.3 billion from the year-ago quarter.
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Provision for credit-losses in the 2009 first quarter was
$291.8 million, down $430.8 million from the 2008
fourth quarter, as that quarter included $438.0 million of
provision expense related to our Franklin relationship. The
provision for credit losses in the current quarter was
$203.2 million higher than in the year-ago quarter.
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Non-interest income increased $172.0 million from the 2008
fourth quarter, primarily reflecting an improvement in
securities gains and an increase in mortgage banking.
Non-interest income increased $3.4 million, or 1%, from the
year-ago quarter.
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Non-interest expense increased $2,579.7 million from the
2008 fourth quarter, primarily due to the $2,602.7 million
goodwill impairment charge. Non-interest expense increased
$2,599.3 million from the year-ago quarter.
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Provision for income taxes was a benefit of $251.8 million,
which included the $159.9 million tax benefit resulting
from the Franklin restructuring.
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Total net charge-offs of $341.5 million, or an annualized
3.34% of average total loans and leases, down significantly from
$560.6 million, or an annualized 5.41%, in the 2008 fourth
quarter. First quarter 2008 net charge-offs were
$48.4 million, or an annualized 0.48%. Both the 2009 first
quarter and the 2008 fourth quarter included Franklin-related
commercial loan charge-offs of $128.3 million and
$423.3 million, respectively. Because the 2009 first
quarter charge-offs utilized the $130.0 million
Franklin-specific reserve that existed at December 31,
2008, these charge-offs had no material impact on related
provision for credit loss or earnings impact in the 2009 first
quarter.
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Nonaccrual loans (NALs) were $1,553.1 million at
March 31, 2009 and represented 3.93% of total loans and
leases, was up 3% from the $1,502.1 million, or 3.66%, NAL
at December 31, 2008, and up from the $377.4 million,
or 0.92%, NAL at the end of the year-ago period. The current
quarters restructuring of the Franklin relationship,
resulted in a net $249 million net reduction in NALs. See
We still face risks relating to the Franklin Credit
Management relationship notwithstanding the restructuring
announced on March 31, 2009 under the section
entitled Risk Factors Risks Relating to Our
Business, Supplementing the Risk Factors in Our 2008
Annual Report on
Form 10-K
below.
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Nonperforming assets (NPAs), which include NALs, were
$1,775.7 million at March 31, 2009, and represented
4.46% of related assets. This was up 8% from
$1,636.6 million, or 3.97% of related assets, of NPAs at
year end. This was significantly higher than the
$520.4 million NPAs, or 1.26% of related assets at the end
of the year-ago period.
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The allowance for loan and lease losses (ALLL) was
$838.5 million, or 2.12% of period-end loans and leases,
down from $900.2 million, or 2.19%, at December 31,
2008, but up from $627.6 million, or 1.53%, a year ago. The
decrease from the end of the prior quarter reflects the impact
of using the previously established $130.0 million Franklin
specific reserve to absorb related net charge-offs due to the
current quarters Franklin restructuring. The ALLL as a
percent of NALs was 54% at March 31, 2009, down from 60% at
December 31, 2008 and from 166% a year ago. The on-going
correction in real estate prices and reduced levels of sales
and, more generally, the sustained economic weakness of our
Midwest markets and the impact of higher unemployment rates
affected such decline, and continued turbulence in the capital
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and credit markets may adversely affect our liquidity and
financial condition. See During the first quarter of 2009,
our commercial and residential real estate and real
estate-related portfolios have continued to be affected by the
on-going correction in real estate prices and reduced levels of
sales and, more generally, all of our loan portfolios have been
affected by the sustained economic weakness of our Midwest
markets and the impact of higher unemployment rates and
Economic conditions may adversely affect our liquidity and
financial condition under the section entitled Risk
Factors Risks Relating to Our Business,
Supplementing the Risk Factors in Our 2008 Annual
Report on
Form 10-K
below.
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The allowance for unfunded loan commitments and letters of
credit (AULC) was $47.0 million, up from $44.1 million
at December 31, 2008, but down from $57.6 million at
the end of the year-ago quarter.
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At March 31, 2009, our regulatory Tier 1 and Total
risk-based capital ratios were 11.03% and 14.19%, up from 10.72%
and 13.91%, respectively, at December 31, 2008. Both ratios
remain well above the regulatory well capitalized
thresholds of 6.0% and 10.0%, respectively.
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Tangible common equity to tangible asset ratio at March 31,
2009, was 4.65%, up from 4.04% at the end of the 2008 fourth
quarter and tangible common equity to risk weighted asset ratio
at March 31, 2009, was 5.19% up from 4.39% at the end of
the 2008 fourth quarter. In light of the fact that the financial
and credit operating environment is likely to remain challenging
and may deteriorate, we anticipate that, subject to market
conditions, we are likely to raise additional capital, including
common equity, in addition to the amount to be raised under this
program, in order to further bolster our capital ratios in a
manner consistent with the capital actions announced to date.
Such actions would have a dilutive effect on the existing
holders of our common stock and may adversely affect the market
price of our common stock. See We may raise additional
capital, which could have a dilutive effect on the existing
holders of our common stock and adversely affect the market
price of our common stock under the section entitled
Risk Factors Risks Relating to Our Business,
Supplementing the Risk Factors in Our 2008 Annual
Report on
Form 10-K
below.
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The
Offering
The following summary of the offering contains basic
information about the offering and the common stock and is not
intended to be complete. It does not contain all the information
that is important to you. For a more complete understanding of
the common stock, please refer to the section of this prospectus
supplement entitled Description of Capital Stock.
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Issuer |
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Huntington Bancshares Incorporated, a Maryland corporation. |
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Common stock offered |
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Shares of common stock, par value $0.01 per share, having
aggregate sales proceeds of up to $100,000,000; subject to a
maximum of 39,539,332 shares of common stock. |
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Use of proceeds |
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We intend to use the net proceeds of this offering for general
corporate purposes, including (without limitation) for possible
repurchases of debt securities. |
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Risk factors |
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An investment in our common stock is subject to risks. Please
refer to Risk Factors and other information included
or incorporated by reference in this prospectus supplement or
the accompanying prospectus for a discussion of factors you
should carefully consider before investing in shares of our
common stock. |
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Market and trading symbol for the common stock |
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Our common stock is listed and traded on the Nasdaq under the
symbol HBAN. |
S-5
RISK
FACTORS
An investment in shares of our common stock is subject to
certain risks. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part
of your investment. Before you decide to invest in our common
stock, you should consider the risk factors below relating to
the offering as well as the risk factors described in our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2008 and in the
other documents incorporated by reference into this prospectus
supplement or the accompanying prospectus.
Risks Relating to
Our Business, Supplementing the Risk Factors in Our
2008 Annual Report on
Form 10-K
During the first quarter of 2009, our commercial and
residential real estate and real estate-related portfolios have
continued to be affected by the on-going correction in real
estate prices and reduced levels of sales and, more generally,
all of our loan portfolios have been affected by the sustained
economic weakness of our Midwest markets and the impact of
higher unemployment rates.
As set forth under Recent Developments, credit
quality performance continued to be under pressure during the
first quarter of 2009, with non-accrual loans and non-performing
assets (which include non-accrual loans) both increasing at
March 31, 2009 as compared to December 31, 2008 and
March 31, 2008. The allowance for loan and lease losses of
$838.5 million at March 31, 2009 was 2.12% of
period-end loans and leases and 54% of period-end non-accrual
loans and leases.
Our business depends on the creditworthiness of our customers
and the value of the assets securing our loans to them. Our
commercial and residential real estate and real estate-related
portfolios have continued to be affected by the on-going
correction in real estate prices and reduced levels of sales.
More generally, all of our loan portfolios, particularly our
construction and commercial real estate loans, have been
affected by the sustained economic weakness of our Midwest
markets and the impact of higher unemployment rates. We
periodically review the allowance for loan and lease losses for
adequacy considering economic conditions and trends, collateral
values and credit quality indicators, including past charge-off
experience and levels of past due loans and nonperforming
assets. There is no certainty that the allowance for loan and
lease losses will be adequate over time to cover credit losses
in the portfolio because of continued adverse changes in the
economy, market conditions or events adversely affecting
specific customers, industries or markets. If the credit quality
of the customer base materially decreases, if the risk profile
of a market, industry or group of customers changes materially,
or if the allowance for loan losses is not adequate, our
business, financial condition, liquidity, capital, and results
of operations could be materially adversely affected.
Bank regulators periodically review our allowance for loan and
lease losses and may require us to increase our provision for
loan and lease losses or loan charge-offs. Any increase in our
allowance for loan and lease losses or loan charge-offs as
required by these regulatory authorities could have a material
adverse effect on our results of operations and our financial
condition.
In particular, an increase in our allowance for loan and lease
losses would result in a reduction in the amount of our tangible
common equity. Given the focus on tangible common equity, we may
be required to raise additional capital through the issuance of
common stock as a result of an increase in our allowance for
loan and lease losses. As described below, an increase in our
capital through an issuance of common stock could have a
dilutive effect on the existing holders of our common stock,
including purchasers of common stock in this offering, and
adversely affect the market price of our common stock.
S-6
Legislative and regulatory actions taken now or in the
future to address the current liquidity and credit crisis in the
financial industry may significantly affect our financial
condition, results of operation, liquidity or stock
price.
Current economic conditions, particularly in the financial
markets, have resulted in government regulatory agencies and
political bodies placing increased focus on and scrutiny of the
financial services industry. The U.S. Government has
intervened on an unprecedented scale, responding to what has
been commonly referred to as the financial crisis. In addition
to the U.S. Treasury Departments Capital Purchase
Program (CPP) under the Troubled Asset Relief
Program (TARP) announced last fall and the new
Capital Assistance Program (CAP) announced this
spring, the U.S. Government has taken steps that include
enhancing the liquidity support available to financial
institutions, establishing a commercial paper funding facility,
temporarily guaranteeing money market funds and certain types of
debt issuances, and increasing insurance on bank deposits, and
the U.S. Congress, through the Emergency Economic
Stabilization Act of 2008 and the American Recovery and
Reinvestment Act of 2009, have imposed a number of restrictions
and limitations on the operations of financial services firms
participating in the federal programs.
These programs subject us and other financial institutions who
participate in them to additional restrictions, oversight and
costs that may have an adverse impact on our business, financial
condition, results of operations or the price of our common
stock. In addition, new proposals for legislation continue to be
introduced in the U.S. Congress that could further
substantially increase regulation of the financial services
industry and impose restrictions on the operations and general
ability of firms within the industry to conduct business
consistent with historical practices, including as relates to
compensation, interest rates, the impact of bankruptcy
proceedings on consumer real property mortgages and otherwise.
Federal and state regulatory agencies also frequently adopt
changes to their regulations
and/or
change the manner in which existing regulations are applied. We
cannot predict the substance or impact of pending or future
legislation, regulation or the application thereof. Compliance
with such current and potential regulation and scrutiny may
significantly increase our costs, impede the efficiency of our
internal business processes, require us to increase our
regulatory capital and limit our ability to pursue business
opportunities in an efficient manner.
We may raise additional capital, which could have a
dilutive effect on the existing holders of our common stock and
adversely affect the market price of our common stock.
We are not restricted from issuing additional shares of common
stock or securities that are convertible into or exchangeable
for, or that represent the right to receive, common stock. We
continually evaluate opportunities to access capital markets
taking into account our regulatory capital ratios, financial
condition and other relevant considerations, and anticipate
that, subject to market conditions, we are likely to take
further capital actions in addition to issuance of the shares
offered by this prospectus supplement. Such actions may include
opportunistically retiring our outstanding securities, including
our subordinated debt, trust preferred securities and preferred
shares in open market transactions, privately negotiated
transactions or public offers for cash or common shares, as well
as the issuance of additional shares of common stock in public
or private transactions in order to increase our capital levels
above the requirements for a well-capitalized institution
established by the federal bank regulatory agencies as well as
other regulatory targets.
In addition, both Huntington and The Huntington National Bank
are highly regulated, and our regulators could require us to
raise additional common equity in the future, whether under the
CAP or otherwise. While we are not one of the 19 institutions
required to conduct a forward-looking capital assessment, or
stress test, pursuant to the CAP, it is possible
that the U.S. Treasury could extend the CAP assessment (and
related potential requirement to raise additional capital
privately or through the CAP) to other institutions, including
Huntington, or that we could voluntarily apply to participate in
CAP. Furthermore, both we and our regulators regularly perform a
variety of analyses of our assets, including the preparation of
stress case scenarios, and as a result of those assessments we
could determine, or our regulators could require us, to raise
additional capital. Any such capital raise could
S-7
include, among other things, the potential issuance of common
equity to the public, the potential issuance of common equity to
the government under the CAP or the conversion of our existing
Series B Preferred Stock to common equity. There could also
be market perceptions that we need to raise additional capital,
whether as a result of public disclosures that may be made
regarding the CAP stress test methodology or otherwise, and,
regardless of the outcome of any stress test or other stress
case analysis, such perceptions could have an adverse effect on
the price of our common stock.
The issuance of any additional shares of common stock or
securities convertible into or exchangeable for common stock or
that represent the right to receive common stock, or the
exercise of such securities, could be substantially dilutive to
stockholders of our common stock, including purchasers of common
stock in this offering. Holders of our shares of common stock
have no preemptive rights that entitle holders to purchase their
pro rata share of any offering of shares of any class or series
and, therefore, such sales or offerings could result in
increased dilution to our stockholders. The market price of our
common stock could decline as a result of sales of shares of our
common stock or securities convertible into or exchangeable for
common stock made after this offering or in anticipation of such
sales.
We still face risks relating to the Franklin Credit
Management relationship notwithstanding the restructuring
announced on March 31, 2009.
On March 31, 2009, we announced a restructuring of the
Franklin relationship. As a result of the restructuring, which
is described in the Current Report on
Form 8-K
that we filed with the SEC on April 6, 2009, the
$615 million non-accrual loan to Franklin Capital
Management reflected on our consolidated balance sheet
immediately prior to the restructuring was replaced by
$494 million of residential mortgage loans secured by first
and second liens and $80 million of other real estate owned
(recorded at fair value) that had previously been assets of
Franklin or its subsidiaries and pledged to secure our loan to
Franklin Capital Management. Of the $494 million of
residential mortgage loans, $366 million were non-accrual
loans at March 31, 2009. There can be no assurances that
these loans, liens and other real estate owned will not suffer
further losses over time.
The restructuring also gave rise to a $159.9 million
deferred tax asset and an equal amount of income and equity that
was included in our operating results for the quarter ended
March 31, 2009. While we believe that our position
regarding the deferred tax asset and related income recognition
is correct, that position is not free from challenge.
Economic conditions may adversely affect our liquidity and
financial condition.
In the past year, significant declines in the values of
mortgage-backed securities and derivative securities issued by
financial institutions, government sponsored entities, and major
commercial and investment banks have led to decreased confidence
in financial markets among borrowers, lenders, and depositors,
as well as disruption and extreme volatility in the capital and
credit markets and the failure of some entities in the financial
sector. As a result, many lenders and institutional investors
have reduced or ceased to provide funding to borrowers.
Continued turbulence in the capital and credit markets may
adversely affect our liquidity and financial condition and the
willingness of certain counterparties and customers to do
business with us.
We operate in a highly regulated environment and may be
adversely affected by changes in laws and regulations.
As a bank holding company we are subject to extensive
regulation, supervision and examination by the Federal Reserve.
The Huntington National Bank is subject to examination and
supervision by the Office of the Comptroller of the Currency.
Its domestic deposits are insured by the Deposit Insurance Fund
of the Federal Deposit Insurance Corporation, which also has
certain regulatory and supervisory authority over it. Our other
subsidiaries are also subject to examination by other federal
and state agencies, including, in the case of certain securities
and investment management activities, regulation by the SEC and
the Financial Industry Regulatory Authority. See
Business Regulatory Matters in our
Form 10-K.
S-8
Such regulators govern the activities in which we may engage,
primarily for the protection of depositors. These regulatory
authorities have extensive discretion in connection with their
supervisory and enforcement activities, including the imposition
of restrictions on the operation of a bank, the classification
of assets by a bank, the adequacy of a banks allowance for
loan losses or imposing additional capital requirements. Any
change in such regulation and oversight, whether in the form of
regulatory policy, regulations, or legislation, could have a
material impact on us and our operations. We believe that we are
in substantial compliance with applicable federal, state and
local laws, rules and regulations. Because our business is
highly regulated, the laws, rules and applicable regulations are
subject to regular modification and change. For example, the
Federal Reserve is currently considering two alternative
proposals which, if implemented, would impose further regulation
of overdraft fees and practices. There can be no assurance that
proposed laws, rules and regulations, or any other laws, rules
or regulations, will not be adopted in the future, which could
make compliance more difficult or expensive or otherwise
adversely affect our business, financial condition or prospects.
Risks Related to
the Offering
The price of our common stock may fluctuate significantly,
and this may make it difficult for you to resell shares of
common stock owned by you at times or at prices you find
attractive.
The trading price of our common stock may fluctuate
significantly as a result of a number of factors, many of which
are outside our control. In addition, the stock market is
subject to fluctuations in the share prices and trading volumes
that affect the market prices of the shares of many companies.
These broad market fluctuations have adversely affected and may
continue to adversely affect the market price of our common
stock. Among the factors that could affect our stock price are:
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actual or anticipated quarterly fluctuations in our operating
results and financial condition;
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changes in financial estimates or publication of research
reports and recommendations by financial analysts or actions
taken by rating agencies with respect to our common stock or
those of other financial institutions;
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failure to meet analysts revenue or earnings estimates;
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speculation in the press or investment community generally or
relating to our reputation or the financial services industry;
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strategic actions by us or our competitors, such as
acquisitions, restructurings, dispositions or financings;
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actions by our current stockholders, including sales of common
stock by existing stockholders
and/or
directors and executive officers;
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fluctuations in the stock price and operating results of our
competitors;
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future sales of our equity or equity-related securities;
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changes in the frequency or amount of dividends or share
repurchases;
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proposed or adopted regulatory changes or developments;
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anticipated or pending investigations, proceedings, or
litigation that involve or affect us;
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domestic and international economic factors unrelated to our
performance; or
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general market conditions and, in particular, developments
related to market conditions for the financial services industry.
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There may be future sales or other dilution of our equity,
which may adversely affect the market price of our common
stock.
We are not restricted from issuing additional shares of common
stock, including any securities that are convertible into or
exchangeable for, or that represent the right to receive, common
stock. The issuance of any additional shares of common or of
preferred stock or convertible securities or the exercise of
such securities could be substantially
S-9
dilutive to stockholders of our common stock. For instance,
exercise of the warrant issued to the U.S. Treasury in
connection with our participation in the U.S. Treasury
Departments CPP would dilute the value of our common
shares. Holders of our shares of common stock have no preemptive
rights that entitle holders to purchase their pro rata share of
any offering of shares of any class or series and, therefore,
such sales or offerings could result in increased dilution to
our stockholders. The market price of our common stock could
decline as a result of sales of shares of our common stock made
after this offering or the perception that such sales could
occur.
We are a holding company and depend on our subsidiaries
for dividends, distributions and other payments.
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. The Huntington
National Bank may not, without prior regulatory approval, pay a
dividend in an amount greater than its undivided profits. As a
result, for the year ended December 31, 2008, The
Huntington National Bank did not pay any cash dividends to us
and at December 31, 2008, The Huntington National Bank
could not have declared and paid any additional dividends to us
without regulatory approval. As a result of the impact of the
goodwill impairment recorded during the first quarter of 2009 on
the undivided profits of The Huntington National Bank, we
believe that the bank will require regulatory approval to pay
dividends to us for the foreseeable future. We dont
believe that the bank will receive regulatory approval to pay
dividends to us in the near future, and there can be no
assurances that we will receive such approval at any time during
the duration of the dividend restriction.
In addition, if, in the opinion of the applicable regulatory
authority, a bank under its jurisdiction is engaged in or is
about to engage in an unsafe or unsound practice, such authority
may require, after notice and hearing, that such bank cease and
desist from such practice. Depending on the financial condition
of The Huntington National Bank, the applicable regulatory
authority might deem us to be engaged in an unsafe or unsound
practice if The Huntington National Bank were to pay dividends.
The Federal Reserve and the OCC have issued policy statements
generally requiring insured banks and bank holding companies
only to pay dividends out of current operating earnings.
Payment of dividends could also be subject to regulatory
limitations if The Huntington National Bank became
under-capitalized for purposes of the OCC
prompt corrective action regulations.
Under-capitalized is currently defined as having a
total risk-based capital ratio of less than 8.0%, a Tier 1
risk-based capital ratio of less than 4.0%, or a core capital,
or leverage, ratio of less than 4.0%. Throughout 2008, The
Huntington National Bank was in compliance with all regulatory
capital requirements and considered to be
well-capitalized.
In addition, if any of our subsidiaries becomes insolvent, the
direct creditors of that subsidiary will have a prior claim on
its assets. Our rights and the rights of our creditors will be
subject to that prior claim, unless we are also a direct
creditor of that subsidiary.
The common stock is equity and therefore is subordinate to
our indebtedness and preferred stock, and our ability to declare
dividends on our common stock may be limited.
Shares of the common stock are equity interests in Huntington
and do not constitute indebtedness. As such, shares of the
common stock will rank junior to all indebtedness and other
non-equity claims on Huntington with respect to assets available
to satisfy claims on Huntington, including in a liquidation of
Huntington. Additionally, holders of our common stock are
subject to the prior dividend and liquidation rights of any
holders of our preferred stock then outstanding. Under the terms
of the Series A Preferred Stock and the Series B
Preferred Stock (which are described in more detail in the
section entitled Description of Capital Stock), our
ability to declare or pay dividends on or repurchase our common
stock or other equity or capital securities will be subject to
restrictions in the event that we fail to declare and pay (or
set aside for payment) full dividends on the Series A
Preferred Stock or
S-10
the Series B Preferred Stock. In addition, prior to
November 14, 2011, unless we have redeemed all of the
Series B Preferred Stock or the U.S. Treasury has
transferred all of the Series B Preferred Stock to
third-parties, the consent of the U.S. Treasury will be
required for us to, among other things, increase our common
stock dividend above $0.1325 except in limited circumstances.
Our board of directors is authorized to cause us to issued
additional classes or series of preferred stock without any
action on the part of the stockholders. If we issue preferred
shares in the future that have a preference over our common
stock with respect to the payment of dividends or upon
liquidation, or if we issue preferred shares with voting rights
that dilute the voting power of the common stock, the rights of
holders of our common stock or the market price of our common
stock could be adversely affected.
Holders of our common stock are only entitled to receive such
dividends as our board of directors may declare out of funds
legally available for such payments. As described in more detail
in the section entitled Dividend Policy, we recently
reduced our quarterly dividend to $0.01 per share and do not
expect to increase our quarterly dividend above $0.01 for the
foreseeable future and could determine to eliminate our common
stock dividend. Furthermore, as long as the preferred stock
issued to the U.S. Treasury is outstanding, dividend
payments and repurchases or redemptions relating to certain
equity securities, including our common stock, are prohibited
until all accrued and unpaid dividends are paid on such
preferred stock, subject to certain limited exceptions. This
could adversely affect the market price of our common stock.
Also, as discussed above, we are a bank holding company and our
ability to declare and pay dividends is dependent on certain
federal regulatory considerations including, the guidelines of
the Federal Reserve Board regarding capital adequacy and
dividends.
Anti-takeover provisions could negatively impact our
stockholders.
Provisions of Maryland law and of our charter and bylaws could
make it more difficult for a third party to acquire control of
us or have the effect of discouraging a third party from
attempting to acquire control of us.
Resales of our common stock in the public market following
the offering may cause its market price to fall.
We may issue shares of our common stock with aggregate sales
proceeds of up to $100,000,000 in connection with this offering,
subject to a maximum of 39,539,332 shares. The issuance of
these new shares could have the effect of depressing the market
price for shares of our common stock.
S-11
USE OF
PROCEEDS
We currently expect to use the proceeds from the sale of our
common stock from time to time hereunder for general corporate
purposes including (without limitation) for possible repurchases
of debt securities.
PRICE RANGE OF
COMMON STOCK
Our common stock is listed and traded on the Nasdaq under the
symbol HBAN. The following table sets forth, for the
quarters shown, the range of high and low composite prices of
our common stock on the Nasdaq and the cash dividends declared
on the common stock. As of April 22, 2009, we had
approximately 395,393,322 shares of common stock
outstanding. The last reported sales price of our common stock
on the Nasdaq on April 23, 2009 was $3.47 per share.
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Dividends
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High
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Low
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Declared
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2009
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Second quarter (through April 23, 2009)
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4.00
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1.55
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0.01
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First quarter
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8.00
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1.00
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0.01
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2008
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Fourth quarter
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11.65
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5.26
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0.1325
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Third quarter
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13.50
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4.37
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0.1325
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Second quarter
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11.75
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4.94
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0.1325
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First quarter
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14.87
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9.64
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0.265
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2007
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Fourth quarter
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18.39
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13.50
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0.265
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Third quarter
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22.93
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16.05
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0.265
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Second quarter
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22.96
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21.30
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0.265
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First quarter
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24.14
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21.61
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0.265
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DIVIDEND
POLICY
The payment of future dividends is subject to the discretion of
our board of directors which will consider, among other factors,
our operating results, overall financial condition, credit-risk
considerations and capital requirements, as well as general
business and market conditions. After consideration of these
factors, we reduced our quarterly common stock dividend to $0.01
per common share, effective with the dividend declared on
January 22, 2009. The Federal Reserve, in its expectation
that a bank holding company act as a source of financial
strength to its subsidiary banks, has reiterated the requirement
to inform and consult with the Federal Reserve before paying
dividends that could raise safety and soundness concerns. Due to
the challenges presented by the current economic and regulatory
environment, we do not expect to increase our quarterly dividend
above $0.01 for the foreseeable future and could further reduce
or eliminate our common stock dividend. In any event, due to our
participation in the CPP, prior to November 14, 2011,
unless we have redeemed all of the Series B Preferred Stock
or the U.S. Treasury has transferred all of the
Series B Preferred Stock to third parties, the consent of
the U.S. Treasury would be required for us to, among other
things, increase our common stock dividend above $0.1325 except
in limited circumstances.
As previously discussed in the section entitled Risk
Factors, dividends from The Huntington National Bank are
the primary source of funds for payment of dividends to our
stockholders and there are statutory limits on the amount of
dividends that The Huntington National Bank can pay to us
without regulatory approval. As a result, for the year ended
December 31, 2008, The Huntington National Bank did not pay
any cash dividends to us and at December 31, 2008, The
Huntington National Bank could not have declared and paid any
additional dividends to us without regulatory approval. As a
result of the goodwill impairment during the first quarter of
2009, we believe that The Huntington National Bank will require
regulatory approval to issue dividends to us for the foreseeable
future. We dont believe that the bank will receive
regulatory approval to pay dividends to us in the near future,
and there can be no assurances that we will receive such
approval at any time during the duration of the dividend
restriction.
S-12
DESCRIPTION OF
CAPITAL STOCK
We are authorized to issue a total of 1,006,617,808 shares
of all classes of capital stock, of which:
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6,617,808 shares are designated as serial preferred stock,
par value $0.01 per share,
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434,891 shares of which (designated as 8.50% Series A
Non-Cumulative Perpetual Convertible Preferred Stock) are issued
and outstanding as of the date of this prospectus supplement
with a $1,000 liquidation preference per share (which we refer
to as the Series A Preferred Stock);
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1,398,071 shares of which (designated as Fixed Rate
Cumulative Perpetual Preferred Stock, Series B) are
issued and outstanding as of the date of this prospectus
supplement with a $1,000 liquidation preference per share (which
we refer to as the Series B Preferred
Stock); and
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1,000,000,000 shares are designated as common stock, par
value $0.01 per share, 395,393,322 of which were outstanding as
of April 22, 2009.
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The following description of the terms of our stock is only a
summary. For a complete description, we refer you to the
Maryland General Corporation Law, our charter and our bylaws.
Preferred
Stock
Shares of preferred stock may be issued from time to time in one
or more series. Our board of directors is authorized, within the
limitations and restrictions stated in article fifth of our
charter to establish the serial designations of the preferred
stock and any such series of preferred stock (a) may have
such voting powers full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or
times and at such prices; (c) may be entitled to receive
dividends (which may be cumulative or noncumulative) at such
rate or rates, on such conditions, and at such times and payable
in preference to, or in such relation to, the dividends payable
on any other class or classes or series of stock; (d) may
have such rights upon the dissolution of, or upon any
distribution of the assets of, Huntington; (e) may be made
convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other class
or classes of our stock, at such price or prices or at such
rates of exchange, and with such adjustments; and (f) shall
have such other preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications, terms or conditions of redemption or other
rights, all as are authorized by the board of directors and
stated and expressed in the articles supplementary or other
charter document providing for the issuance of such serial
preferred stock.
Series A Preferred Stock. In the
second quarter of 2008, we completed the public offering of
569,000 shares of Series A Preferred Stock having a
liquidation preference of $1,000 per share, for a total price of
$569,000,000 before underwriting discounts and commissions and
other expenses. Each share of the Series A Preferred Stock
is generally non-voting and may be convertible at any time, at
the option of the holder, into 83.6680 shares of our common
stock, which represents an approximate initial conversion price
of $11.95 per share of common stock. The conversion rate and
conversion price will be subject to adjustments in certain
circumstances. On or after April 15, 2013, at our option,
the Series A Preferred Stock will be subject to mandatory
conversion into our common stock at the prevailing conversion
rate, if the closing price of our common stock exceeds 130% of
the then applicable conversion price for 20 trading days during
any 30 consecutive trading day period. The Series A
Preferred Stock is not redeemable.
Series B Preferred Stock. On
November 14, 2008, pursuant to the
U.S. Treasurys CPP, we issued to the
U.S. Treasury 1,398,071 shares of Series B
Preferred Stock, having a liquidation amount per share equal to
$1,000 for a total price of $1,398,071,000. The Series B
Preferred Stock ranks pari passu with the Series A
Preferred Stock and the holders of the Series B Preferred
Stock have
S-13
preferential dividend and liquidation rights over holders of our
common stock. The Series B Preferred Stock pays cumulative
dividends at a rate of 5% per year for the first five years and
thereafter at a rate of 9% per year. The Series B Preferred
Stock is generally non-voting. Prior to November 14, 2011,
unless we have redeemed all of the Series B Preferred Stock
or the U.S. Treasury has transferred all of the
Series B Preferred Stock to third parties, the consent of
the U.S. Treasury will be required for us to, among other
things, repurchase or redeem common stock or our other preferred
stock except in limited circumstances. We may not redeem the
Series B Preferred Stock without necessary bank regulatory
approval.
Common
Stock
Holders of our common stock are entitled to receive dividends
when authorized by our board of directors and declared by us out
of assets legally available for the payment of dividends. They
are also entitled to share ratably in our assets legally
available for distribution to our stockholders in the event of
our liquidation, dissolution or winding up, after payment of or
adequate provision for all our known debts and liabilities.
These rights are subject to the preferential rights of any other
class or series of our stock, including our preferred stock.
Except as may otherwise be specified in the terms of any class
or series of common stock, each outstanding share of common
stock entitles the holder to one vote on all matters submitted
to a vote of stockholders, including the election of directors.
Except as provided with respect to any other class or series of
stock, the holders of our common stock will possess the
exclusive voting power. There is no cumulative voting in the
election of directors, which means that the holders of a
majority of the outstanding shares of common stock can elect all
of the directors then standing for election, and the holders of
the remaining shares will not be able to elect any directors.
Holders of our common stock have no preference, conversion,
exchange, sinking fund or redemption rights, have no preemptive
rights to subscribe for any of our securities and generally have
no appraisal rights except in certain limited transactions. All
shares of common stock will have dividend, liquidation and other
rights. Under Maryland law, our stockholders generally are not
liable for our debts or obligations.
Under Maryland law, a Maryland corporation generally cannot
dissolve, amend its charter, merge, sell all or substantially
all of its assets, engage in a share exchange or engage in
similar transactions outside the ordinary course of business,
unless declared advisable by the board of directors and approved
by the affirmative vote of stockholders holding at least
two-thirds of the shares entitled to vote on the matter.
However, a Maryland corporation may provide in its charter for
approval of these matters by a lesser percentage, but not less
than a majority of all of the votes entitled to be cast on the
matter. Our charter does not provide for a lesser percentage in
these situations.
The transfer agent and registrar for the common stock is
Computershare Investor Services, Inc.
CERTAIN U.S.
FEDERAL TAX CONSIDERATIONS
FOR NON-U.S.
HOLDERS OF OUR COMMON STOCK
The following is a general discussion of certain
U.S. federal income tax considerations with respect to the
ownership and disposition of shares of our common stock
applicable to
non-U.S. holders
who acquire such shares in this offering and hold such shares as
a capital asset (generally, property held for investment). For
purposes of this discussion, a
non-U.S. holder
means a beneficial owner of our common stock (other than an
entity or arrangement that is treated as a partnership for
U.S. federal income tax purposes) that is not, for
U.S. federal income tax purposes, any of the following:
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a citizen or resident of the United States;
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a corporation created or organized in the United States or under
the laws of the United States, any state thereof or the District
of Columbia;
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an estate, the income of which is includible in gross income for
U.S. federal income tax purposes regardless of its
source; or
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a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (b) such
trust has made a valid election to be treated as a
U.S. person for U.S. federal income tax purposes.
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This discussion is based on current provisions of the Code,
Treasury regulations promulgated thereunder, judicial opinions,
published positions of the Internal Revenue Service, and other
applicable authorities, all of which are subject to change
(possibly with retroactive effect). This discussion does not
address all aspects of U.S. federal income taxation that
may be important to a particular
non-U.S. holder
in light of that
non-U.S. holders
individual circumstances, nor does it address any aspects of
U.S. federal estate and gift, state, local, or
non-U.S. taxes.
This discussion may not apply, in whole or in part, to
particular
non-U.S. holders
in light of their individual circumstances or to holders subject
to special treatment under the U.S. federal income tax laws
(such as insurance companies, tax-exempt organizations,
financial institutions, brokers or dealers in securities,
controlled foreign corporations, passive
foreign investment companies,
non-U.S. holders
that hold our common stock as part of a straddle, hedge,
conversion transaction or other integrated investment, and
certain U.S. expatriates).
If a partnership (or other entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds our
common stock, the tax treatment of a partner will generally
depend on the status of the partner and the activities of the
partnership. Partners of a partnership holding our common stock
should consult their tax advisor as to the particular
U.S. federal income tax consequences applicable to them.
THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT
INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX
CONSEQUENCES FOR
NON-U.S. HOLDERS
RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
PROSPECTIVE HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH
THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM
(INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL,
FOREIGN INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND
DISPOSITION OF OUR COMMON STOCK.
Dividends
In general, any distributions we make to a
non-U.S. holder
with respect to its shares of our common stock that constitutes
a dividend for U.S. federal income tax purposes will be
subject to U.S. withholding tax at a rate of 30% of the
gross amount, unless the
non-U.S. holder
is eligible for a reduced rate of withholding tax under an
applicable tax treaty and the
non-U.S. holder
provides proper certification of its eligibility for such
reduced rate. A distribution will constitute a dividend for
U.S. federal income tax purposes to the extent of our
current or accumulated earnings and profits as determined for
U.S. federal income tax purposes. Any distribution not
constituting a dividend will be treated first as reducing the
adjusted basis in the
non-U.S. holders
shares of our common stock and, to the extent it exceeds the
adjusted basis in the
non-U.S. holders
shares of our common stock, as gain from the sale or exchange of
such stock.
Dividends we pay to a
non-U.S. holder
that are effectively connected with its conduct of a trade or
business within the United States (and, if a tax treaty applies,
are attributable to a U.S. permanent establishment) will
not be subject to U.S. withholding tax, as described above,
if the
non-U.S. holder
complies with applicable certification and disclosure
requirements. Instead, such dividends generally will be subject
to U.S. federal income tax on a net income basis, in the
same manner as if the
non-U.S. holder
were a resident of the United States. Dividends received by a
foreign corporation that are effectively connected with its
conduct of trade or business within the United States may be
subject
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to an additional branch profits tax at a rate of 30% (or such
lower rate as may be specified by an applicable tax treaty).
Gain on Sale or
Other Disposition of Common Stock
In general, a
non-U.S. holder
will not be subject to U.S. federal income tax on any gain
realized upon the sale or other disposition of the
non-U.S. holders
shares of our common stock unless:
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the gain is effectively connected with a trade or business
carried on by the
non-U.S. holder
within the United States (and, if required by an applicable tax
treaty, is attributable to a U.S. permanent establishment
of such
non-U.S. holder);
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the
non-U.S. holder
is an individual and is present in the United States for
183 days or more in the taxable year of disposition and
certain other conditions are met; or
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we are or have been a U.S. real property holding
corporation for U.S. federal income tax purposes at any
time within the shorter of the five-year period preceding such
disposition or such
non-U.S. holders
holding period of our common stock.
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Gain that is effectively connected with the conduct of a trade
or business in the United States (or so treated) generally will
be subject to U.S. federal income tax, net of certain
deductions, at regular U.S. federal income tax rates. If
the
non-U.S. holder
is a foreign corporation, the branch profits tax described above
also may apply to such effectively connected gain. An individual
non-U.S. holder
who is subject to U.S. federal income tax because the
non-U.S. holder
was present in the United States for 183 days or more
during the year of sale or other disposition of our common stock
will be subject to a flat 30% tax on the gain derived from such
sale or other disposition, which may be offset by United States
source capital losses.
Backup
Withholding, Information Reporting and Other Reporting
Requirements
We must report annually to the Internal Revenue Service and to
each
non-U.S. holder
the amount of dividends paid to, and the tax withheld with
respect to, each
non-U.S. holder.
These reporting requirements apply regardless of whether
withholding was reduced or eliminated by an applicable tax
treaty. Copies of this information reporting may also be made
available under the provisions of a specific tax treaty or
agreement with the tax authorities in the country in which the
non-U.S. holder
resides or is established.
A
non-U.S. holder
will generally be subject to backup withholding for dividends on
our common stock paid to such holder unless such holder
certifies under penalties of perjury that, among other things,
it is a
non-U.S. holder
(and the payor does not have actual knowledge or reason to know
that such holder is a U.S. person as defined under the
Code).
Information reporting and backup withholding generally are not
required with respect to the amount of any proceeds from the
sale or other disposition of our common stock by a
non-U.S. holder
outside the United States through a foreign office of a foreign
broker that does not have certain specified connections to the
United States. However, if a
non-U.S. holders
sells or otherwise disposes its shares of our common stock
through a U.S. broker or the U.S. offices of a foreign
broker, the broker will generally be required to report the
amount of proceeds paid to the
non-U.S. holder
to the Internal Revenue Service and also backup withhold on that
amount unless such
non-U.S. holder
provides appropriate certification to the broker of its status
as a
non-U.S. person
or otherwise establish an exemption (and the payor does not have
actual knowledge or reason to know that such holder is a
U.S. person as defined under the Code). Information
reporting will also apply if a
non-U.S. holder
sells its shares of our common stock through a foreign broker
deriving more than a specified percentage of its income from
U.S. sources or having certain other connections to the
United States, unless such broker has documentary evidence in
its records that such
non-U.S. holder
is a
non-U.S. person
and certain other conditions are met, or such
non-U.S. holder
otherwise establishes
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an exemption (and the payor does not have actual knowledge or
reason to know that such holder is a U.S. person as defined
under the code).
Backup withholding is not an additional income tax. Any amounts
withheld under the backup withholding rules from a payment to a
non-U.S. holder
generally can be credited against the
non-U.S. holders
U.S. federal income tax liability, if any, or refunded,
provided that the required information is furnished to the
Internal Revenue Service in a timely manner.
Non-U.S. holders
should consult their tax advisors regarding the application of
the information reporting and backup withholding rules to them.
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PLAN OF
DISTRIBUTION
We have entered into an equity distribution agreement with
Goldman, Sachs & Co. under which we may offer and sell
up to 39,539,332 shares of our common stock having an
aggregate offering price of up to $100,000,000 over time and
from time to time through Goldman, Sachs & Co., as our
sales agent, or to Goldman, Sachs & Co., for resale.
Subject to certain conditions, Goldman, Sachs & Co.,
if acting as sales agent, will use its reasonable efforts to
solicit offers to purchase the shares of common stock on any
trading day or as otherwise agreed upon by us and Goldman,
Sachs & Co. From time to time, we will submit orders
to Goldman, Sachs & Co. relating to the shares of
common stock to be sold through Goldman, Sachs & Co.,
which orders may specify any price, time or size limitations
relating to any particular sale. We may instruct Goldman,
Sachs & Co. not to sell shares of common stock if the
sales cannot be effected at or above a price designated by us in
any such instruction. We or Goldman, Sachs & Co. may
suspend the offering of shares of common stock by notifying the
other.
We will pay Goldman, Sachs & Co. a commission equal to
2% of the gross proceeds of the shares sold pursuant hereto. The
remaining sales proceeds, after deducting any expenses payable
by us and any transaction fees imposed by any governmental or
self-regulatory organization in connection with the sales, will
equal our net proceeds for the sale of the shares.
Settlement for sales of common stock generally are anticipated
to occur on the third business day following the date on which
any sales were made in return for payment of the proceeds to us.
There is no arrangement for funds to be received in an escrow,
trust or similar arrangement.
Under the terms of the equity distribution agreement, we also
may sell shares to Goldman, Sachs & Co. as principal
for its own account at the then-current market price less a
discount, which will equal the commission on an agency sale of
shares of common stock described above. Goldman,
Sachs & Co. may offer the shares of common stock sold
to it as principal from time to time through public or private
transactions at market prices prevailing at the time of sale, at
fixed prices, at negotiated prices, at various prices determined
at the time of sale or at prices related to prevailing market
prices.
The offering of common stock pursuant to the equity distribution
agreement will terminate upon the earlier of (i) the sale
of 39,539,332 shares of our common stock, (ii) the
sale of shares of our common stock having an aggregate offering
price of $100,000,000 and (iii) the termination of the
equity distribution agreement by either Goldman,
Sachs & Co. or us.
The shares of common stock offered hereby may be sold on the
Nasdaq or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, if agreed by us and Goldman, Sachs & Co.,
as sales agent, some or all of the shares of common stock
covered by this prospectus supplement may be sold through:
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ordinary brokerage transactions and transactions in which a
broker solicits purchasers;
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purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
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a block trade in which a broker-dealer will attempt to sell as
agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction.
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To comply with the securities laws of certain jurisdictions, if
applicable, the common stock must be offered or sold only
through registered or licensed brokers or dealers. In addition,
in certain jurisdictions, the common stock may not be offered or
sold unless it has been registered or qualified for sale or an
exemption is available and complied with.
All of our directors and executive officers have agreed that,
subject to certain exceptions, through and including,
(i) if the equity distribution agreement is terminated
without any issuance of common
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stock pursuant thereto, the date 30 days after such
termination, and (ii) in all other cases, the date
60 days after the date of the equity distribution
agreement, they will not directly or indirectly offer, sell,
contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of any shares of our common
stock, or any options or warrants to purchase any shares of our
common stock, or any securities convertible into, exchangeable
for or that represent the right to receive shares of our common
stock, whether now owned or hereinafter acquired, owned directly
by the undersigned (including holding as a custodian) or with
respect to which such person has beneficial ownership within the
rules and regulations of the SEC (collectively the covered
shares). The foregoing restriction is expressly agreed to
preclude them from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to
lead to or result in a sale or disposition of the covered shares
even if such shares would be disposed of by someone other than
them. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale
or grant of any right (including without limitation any put or
call option) with respect to any of the covered shares or with
respect to any security that includes, relates to, or derives
any significant part of its value from such shares.
Goldman, Sachs & Co., in its sole discretion, may
release our common stock and other securities subject to the
lock-up
agreements described above in whole or in part at any time with
or without notice. When determining whether or not to release
common stock and other securities from
lock-up
agreements, Goldman, Sachs & Co. will consider, among
other factors, the holders reasons for requesting the
release, the number of shares of common stock and other
securities for which the release is being requested and market
conditions at the time.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), Goldman, Sachs & Co. has represented
and agreed that with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member
State (the Relevant Implementation Date) it has not made and
will not make an offer of shares to the public in that Relevant
Member State prior to the publication of a prospectus in
relation to the shares which has been approved by the competent
authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may,
with effect from and including the Relevant Implementation Date,
make an offer of shares to the public in that Relevant Member
State at any time:
(a) to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the representatives
for any such offer; or
(d) in any other circumstances which do not require the
publication by the Issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of shares to the public in relation to any
shares in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the shares to be offered so as to enable an
investor to decide to purchase or subscribe the shares, as the
same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member
State and the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
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Goldman, Sachs & Co. has represented and agreed that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by
it in connection with the issue or sale of the shares in
circumstances in which Section 21(1) of the FSMA does not
apply to Huntington; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom.
The shares may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), or (ii) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the shares may be issued or
may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to
shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional
investors within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder.
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the
shares may not be circulated or distributed, nor may the shares
be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the SFA),
(ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the shares are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the shares under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
The securities have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan (the
Securities and Exchange Law) and Goldman, Sachs & Co.
has agreed that it will not offer or sell any securities,
directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for
re-offering or resale, directly or indirectly, in Japan or to a
resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with,
the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
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We estimate that our share of the total offering expenses,
excluding underwriting discounts and commissions, will be
approximately $350,000. All expenses of this offering will be
paid by us. These expenses include the SECs filing fees
and fees under state securities or blue sky laws.
Pursuant to the equity distribution agreement, we have agreed to
provide indemnification and contribution to Goldman,
Sachs & Co. against certain civil liabilities relating
to the selling of our common stock, including liabilities under
the Securities Act of 1933. Goldman, Sachs & Co. may
engage in transactions with, or perform other services for, us
in the ordinary course of business.
Goldman, Sachs & Co. and its related entities have
engaged and may engage in commercial and investment banking
transactions, financial advisory and other transactions with us
in the ordinary course of their business. They have received
customary compensation and expenses for these commercial and
investment banking transactions. Among other things, Goldman,
Sachs & Co. may purchase, as principals, loans
originated or sold by us.
VALIDITY OF
COMMON STOCK
The validity of the shares of common stock we are offering will
be passed upon for us by Venable LLP, Baltimore, Maryland.
Additionally, certain legal matters relating to the offering
will be passed upon for us by Wachtell, Lipton,
Rosen & Katz. Certain legal matters will be passed
upon for the sales agent by Sullivan & Cromwell LLP,
New York, New York.
EXPERTS
The consolidated financial statements incorporated in this
prospectus supplement by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2008 and the effectiveness
of our internal control over financial reporting have been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports
which are incorporated herein by reference. Such financial
statements have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
S-21
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
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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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x
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1.05
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x
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2.49
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x
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3.23
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x
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3.88
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x
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3.91
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Including interest on deposits
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1.43
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x
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1.02
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x
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1.48
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x
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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
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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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x
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2.49
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x
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3.23
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x
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3.88
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x
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3.91
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Including interest on deposits
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1.42
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x
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1.02
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x
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1.48
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x
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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
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x
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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
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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.
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$100,000,000
Huntington Bancshares Incorporated
Common Stock
Goldman, Sachs &
Co.