Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland 6711 31-0724920
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------
Copies of Correspondence to:
Mary Beth M. Clary, Esq. John P. Greeley, Esq.
Porter, Wright, Morris & Arthur Smith, Mackinnon, Harris, Greeley, Bowdoin & Edwards P.A.
41 South High Street 225 South Orange Avenue, Suite 800
Columbus, Ohio 43215 Orlando, Florida 32801
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Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share* Price* Fee*
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Common stock, without par value.....2,500,000 $13.61 $22,527,013 $7,768
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* Estimated solely for the purpose of calculating the registration fee based on
the book value on December 31, 1994, of the 1,655,181 shares of common stock
of Security National Corporation (which includes 144,000 shares which may be
issued upon exercise of stock options prior to the Merger) to be canceled in
the Merger, in accordance with Rule 457(f)(2).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
CROSS REFERENCE SHEET
Form S-4 Item Prospectus Caption
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1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus . . . Facing Page of Registration Statement; Cross Reference Sheet; Cover
Page of Prospectus.
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . Available Information; Information Incorporated by Reference;
Table of Contents.
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . . . Introduction; Summary Information; Selected Financial Data.
4. Terms of the Transaction . . . . . . . . . . The Merger; Effect of the Merger on Shareholders' Rights; Information
Incorporated by Reference.
5. Pro Forma Financial Information . . . . . . . Not Applicable.
6. Material Contracts with the
Company Being Acquired . . . . . . . . . . . The Merger; Huntington Bancshares Incorporated - Huntington Florida and HFSB
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to Be Underwriters . . . . . . . . . . Not Applicable.
8. Interests of Named Experts and Counsel . . . The Merger - Opinion of Financial Advisor; Experts; Legal Opinions.
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . Not Applicable.
10. Information with Respect to S-3
Registrants . . . . . . . . . . . . . . . . . . Recent Developments; Huntington Bancshares Incorporated; Government
Regulation; Information Incorporated by Reference
11. Incorporation of Certain
Information by Reference . . . . . . . . . . Information Incorporated by Reference.
12. Information with Respect to S-2
or S-3 Registrants . . . . . . . . . . . . . Not Applicable.
13. Incorporation of Certain
Information by Reference . . . . . . . . . . Not Applicable.
14. Information with Respect to Registrants
Other Than S-3 or S-2 Registrants . . . . . . Not Applicable.
15. Information with Respect to S-3 Companies . . Not Applicable.
16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . . . Not Applicable.
17. Information with Respect to Companies
Other than S-3 or S-2 Companies . . . . . . . Introduction; Selected Financial Data; Security National Corporation;
Government Regulation; Financial Statements.
Form S-4 Item Prospectus Caption
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18. Information if Proxies, Consents or
Authorizations are to be Solicited . . . . . Information Incorporated by Reference; Introduction; Summary Information -
The Special Meeting and Record Date; The Merger; Huntington Bancshares
Incorporated - Huntington Florida and HFSB; Security National Corporation.
19. Information if Proxies, Consents or
Authorizations are not to be Solicited
or in an Exchange Offer . . . . . . . . . . . Not Applicable.
SECURITY NATIONAL CORPORATION
253 North Orlando Avenue
Maitland, Florida 32751
________________, 1995
Dear Fellow Shareholder:
You are cordially invited to attend the Special Meeting of
Shareholders (the "Special Meeting") of Security National Corporation
("Security National"), which will be held on _________, _____________ ___,
1995, at ____ a.m. local time. The Special Meeting will be held at the
executive offices of Security National, located at 253 North Orlando Avenue,
Maitland, Florida.
At the Special Meeting, shareholders of Security National will be
asked to consider and vote on the Agreement and Plan of Merger, dated as of
July 12, 1994, as amended by the Amendment to Agreement and Plan of Merger,
dated as of January 26, 1995, and the related Supplemental Agreement, dated as
of July 12, 1994, pursuant to which Security National would be merged (the
"Merger") into Huntington Bancshares Florida, Inc., a wholly owned subsidiary
of Huntington Bancshares Incorporated ("Huntington"). The Merger Agreement,
as amended, provides that Security National shareholders will receive whole
shares of Huntington common stock in exchange for their shares of Security
National common stock in an amount determined pursuant to a formula which is
based upon 2.1 times the adjusted shareholders' equity of Security National as
of December 31, 1994. Cash will be paid for any fractional shares. The exact
number of shares of Huntington common stock to be received for each share of
Security National common stock will depend on, among other things, the average
of the closing sale prices per share of Huntington common stock for the five
trading days immediately preceding the day that is two trading days prior to
the effective date of the Merger (the "Average Closing Sale Price"), subject to
certain limitations. Specifically, each share of Security National common
stock will be converted into no more than 1.4802 shares nor less than 1.2111
shares of Huntington common stock (as adjusted for Huntington's 5 for 4 stock
split effected on July 29, 1994) so long as the Average Closing Sales Price is
between $15.3375 and $25.5625, respectively. If, however, the Average Closing
Sale Price is less than $15.3375 or more than $25.5625, Huntington has certain
options, including terminating the Merger, as more fully described in the
accompanying Proxy Statement.
Huntington, headquartered in Columbus, Ohio, is the fourth largest
bank holding company in Ohio in terms of total assets at December 31, 1994.
Huntington, through its affiliates, conducts a full-service commercial and
consumer banking business, provides a variety of trust and fiduciary services,
and engages in mortgage banking, lease financing, discount brokerage
activities, underwriting credit life and disability insurance, and issuing
commercial paper guaranteed by Huntington. As of December 31, 1994, Huntington
affiliates operated 344 banking and thrift offices in Ohio, Florida, Illinois,
Indiana, Kentucky, Michigan, Pennsylvania, and West Virginia. Huntington
common stock is actively traded in the over-the-counter market under the symbol
"HBAN".
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSED MERGER AS
BEING IN THE BEST INTERESTS OF SECURITY NATIONAL SHAREHOLDERS AND THEREFORE
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE APPROVAL OF THE MERGER AGREEMENT, AS
AMENDED, AND THE SUPPLEMENTAL AGREEMENT.
Additional information regarding the proposed Merger and the parties
thereto is set forth in the attached Proxy Statement, which also serves as the
Prospectus regarding the common stock of Huntington to be issued in connection
with the Merger. Please carefully read these materials and consider the
information contained in them.
The affirmative vote of the holders of a majority of the outstanding
shares of Security National common stock is required to approve the Merger
documents. Accordingly, your vote is important no matter how large or how
small your holdings may be. Whether or not you plan to attend the Special
Meeting, you are urged to complete, sign, and promptly return the enclosed
proxy card to assure that your shares will be voted at the Special Meeting.
If you attend the Special Meeting, you may vote in person if you wish and
your proxy will not be used.
Very truly yours,
Michael W. Sheffey
President
SECURITY NATIONAL CORPORATION
253 North Orlando Avenue
Maitland, Florida 32751
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
__________, 1995
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Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Security National Corporation ("Security National") has
been called by the Board of Directors and will be held at the executive offices
of Security National, located at 253 North Orlando Avenue, Maitland, Florida,
on _________,_________, 1995, at _____ a.m., local time, for the following
purposes:
1. To consider and vote upon the approval and adoption of the
Agreement and Plan of Merger, dated as of July 12, 1994, as
amended by the Amendment to Agreement and Plan of Merger, dated as
of January 26, 1995, and the Supplemental Agreement, dated as of
July 12, 1994, pursuant to which Security National would be merged
into Huntington Bancshares Florida, Inc., a wholly owned
subsidiary of Huntington Bancshares Incorporated ("Huntington),
and the shareholders of Security National would receive whole
shares of the common stock of Huntington, as more fully described
in the accompanying Proxy Statement; and
2. To transact any other business which may properly come before the
meeting or any adjournments or postponements thereof. (The Board
of Directors is not currently aware of any other business to come
before the Special Meeting.)
Only shareholders of record at the close of business on __________,
1995, the record date for the Special Meeting, are entitled to notice of and to
vote at the Special Meeting and any adjournments thereof. If the Merger is
consummated, shareholders of Security National who do not vote in favor of the
Merger, deliver to Security National before the vote on the Merger a written
demand for appraisal, and otherwise comply with the requirements of Section 262
of the Delaware General Corporation Law will have certain appraisal rights
under Delaware law. See "THE MERGER -- APPRAISAL RIGHTS OF OBJECTING
SHAREHOLDERS" in the accompanying Proxy Statement for a description of the
procedures required to be followed to perfect these appraisal rights.
We urge you to execute and return the enclosed proxy as soon as
possible in order to ensure that your shares will be represented at the Special
Meeting. Your proxy may be revoked in the manner described in the accompanying
Proxy Statement at any time before it has been voted at the Special Meeting.
If you attend the Special Meeting, you may vote in person, and your proxy will
not be used.
Dated: _____________ ___ , 1995 By Order of the Board of Directors
Michael W. Sheffey
President
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WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. PLEASE DO NOT
SEND IN YOUR STOCK CERTIFICATES AT THIS TIME.
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PROSPECTUS
HUNTINGTON BANCSHARES INCORPORATED
COMMON STOCK
(without par value)
This Prospectus relates to up to 2,500,000 shares of common stock,
without par value, of Huntington Bancshares Incorporated ("Huntington"), which
may be issued in connection with the merger (the "Merger") of Security National
Corporation ("Security National") into Huntington Bancshares Florida, Inc.
("Huntington Florida"), a wholly owned subsidiary of Huntington. This
Prospectus also serves as the Proxy Statement for the Special Meeting of
Shareholders of Security National to be held on ________ ___, 1995, and a
description of the Merger is included herein.
At such time as the Merger becomes effective (the "Effective Time"),
the issued and outstanding shares of common stock, $1.00 par value, of Security
National (the "Security National Common Stock") will be converted into the
right to receive whole shares of common stock, without par value, of Huntington
("Huntington Common Stock") in an amount determined pursuant to a formula which
is based upon 2.1 times the adjusted shareholders' equity of Security National
as of December 31, 1994. Cash will be paid for any fractional shares. The
exact number of shares of Huntington Common Stock to be received by a Security
National shareholder will depend on, among other things, the average of the
closing sale prices for a share of Huntington Common Stock as reported on the
National Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market for the five trading days immediately preceding the day that is
two trading days prior to the effective date of the Merger (the "Average
Closing Sale Price"), subject to certain limitations. Specifically, each share
of Security National Common Stock will be converted into no more than 1.4802
shares nor less than 1.2111 shares of Huntington Common Stock (as adjusted for
Huntington's 5 for 4 stock split effected on July 29, 1994) so long as the
Average Closing Sales Price is between $15.3375 and $25.5625, respectively.
If, however, the Average Closing Sale Price is less than $15.3375 or greater
than $25.5625, Huntington has certain specified options, including terminating
the Merger, as more fully described herein. See "THE MERGER - TERMS OF THE
MERGER."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE SHARES OF HUNTINGTON COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND, THE BANK INSURANCE
FUND, OR ANY OTHER GOVERNMENTAL AGENCY.
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NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY HUNTINGTON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION OR
TO ANY PERSON TO WHOM IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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The Date of this Prospectus is _____________, 1995.
TABLE OF CONTENTS
Page Page
AVAILABLE INFORMATION . . . . . . . . . . . 3 EFFECT OF THE MERGER ON
INFORMATION INCORPORATED SHAREHOLDERS' RIGHTS . . . . . . . . . . . 32
BY REFERENCE . . . . . . . . . . . . . . . 4 Capital Stock . . . . . . . . . . . . . . 32
SECURITY NATIONAL CORPORATION Nomination, Election, and Removal of
PROXY STATEMENT . . . . . . . . . . . . . 5 Directors . . . . . . . . . . . . . . . 32
INTRODUCTION . . . . . . . . . . . . . . . . 5 Shareholder Proposals . . . . . . . . . . 33
SUMMARY INFORMATION . . . . . . . . . . . . 6 Special Voting Requirements for Certain
Huntington and Huntington Florida . . . . 6 Transactions . . . . . . . . . . . . . . 33
Security National . . . . . . . . . . . . 6 Evaluation of Mergers and Consolidations . 34
The Special Meeting and Record Date . . . 6 Special Meetings . . . . . . . . . . . . 35
The Merger . . . . . . . . . . . . . . . 7 Directors' and Shareholders' Right to Adopt,
Vote Required . . . . . . . . . . . . . . 8 Alter, or Repeal the Bylaws . . . . . . 35
Appraisal Rights of Objecting Shareholders 8 Rights of Dissenting Shareholders . . . . 35
Interests of Management . . . . . . . . . 8 Personal Liability of Officers and Directors
Federal Income Tax Consequences . . . . . 9 to Shareholders . . . . . . . . . . . . 36
Accounting Treatment . . . . . . . . . . 9 Rights Plan . . . . . . . . . . . . . . . 36
Regulatory Approvals . . . . . . . . . . 9 HUNTINGTON BANCSHARES INCORPORATED . . . . . 37
Comparative Per Share Information . . . . 9 General . . . . . . . . . . . . . . . . . 37
RECENT DEVELOPMENTS . . . . . . . . . . . . 11 Huntington Florida and HFSB . . . . . . . 38
Huntington Results for the Year Ended Dividends and Price Range of Huntington
December 31, 1994 . . . . . . . . . . . . 11 Common Stock . . . . . . . . . . . . . 38
Security National Results for the Year Ended Other Information . . . . . . . . . . . . 39
December 31, 1994 . . . . . . . . . . . . 11 SECURITY NATIONAL CORPORATION . . . . . . . . 40
SELECTED FINANCIAL DATA . . . . . . . . . . 12 General . . . . . . . . . . . . . . . . . 40
Huntington Selected Financial Data . . . 12 Lending and Investment Activities . . . . 40
Security National Selected Financial Data 13 Deposit and Borrowing Activities . . . . 41
THE MERGER . . . . . . . . . . . . . . . . . 13 Competition . . . . . . . . . . . . . . . 41
Background of the Merger . . . . . . . . 14 Employees . . . . . . . . . . . . . . . . 42
Reasons for the Merger . . . . . . . . . 15 Description of Property . . . . . . . . . 42
Opinion of Financial Advisor . . . . . . 16 Legal Proceedings . . . . . . . . . . . . 42
Effective Date of the Merger . . . . . . 18 Principal and Management Shareholders . . 42
Terms of the Merger . . . . . . . . . . . 18 Market for Security National Common Stock and
Fractional Shares . . . . . . . . . . . . 20 Related Shareholder Matters . . . . . . 44
Exchange of Certificates . . . . . . . . 20 GOVERNMENT REGULATION . . . . . . . . . . . 45
Terms of the Warrants . . . . . . . . . . 21 General . . . . . . . . . . . . . . . . . 45
The Subsidiary Merger . . . . . . . . . . 22 Holding Company Structure . . . . . . . . 45
Covenants of the Parties . . . . . . . . 22 Dividend Restrictions . . . . . . . . . . 46
Conditions to Consummation of the Merger 23 FDIC Insurance . . . . . . . . . . . . . 47
Amendment; Termination . . . . . . . . . 24 Capital Requirements . . . . . . . . . . 47
Appraisal Rights of Objecting Shareholders 25 Federal Deposit Insurance Corporation
Interests of Management . . . . . . . . . 27 Improvement Act of 1991 . . . . . . . . 49
Federal Income Tax Consequences . . . . . 28 Recent Developments . . . . . . . . . . . 50
Accounting Treatment . . . . . . . . . . 30 EXPERTS . . . . . . . . . . . . . . . . . . 51
Regulatory Approvals . . . . . . . . . . 30 LEGAL OPINIONS . . . . . . . . . . . . . . . 51
Resales of Huntington Common Stock . . . 31 OTHER MATTERS . . . . . . . . . . . . . . . 51
INDEX TO FINANCIAL STATEMENTS . . . . . . . 52
EXHIBITS
Exhibit A - Agreement and Plan of Merger and Amendment to Agreement and
Plan of Merger
Exhibit B - Supplemental Agreement
Exhibit C - Opinion of The Robinson-Humphrey Company, Inc.
Exhibit D - Section 262 of the Delaware General Corporation Law -
Appraisal Rights of Objecting Shareholders
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS ARE AVAILABLE
WITHOUT CHARGE UPON REQUEST FROM JACQUE THURSTON, INVESTOR RELATIONS, HUNTINGTON
BANCSHARES INCORPORATED, HUNTINGTON CENTER, 41 SOUTH HIGH STREET, COLUMBUS, OHIO
43287. TELEPHONE REQUESTS MAY BE DIRECTED TO HUNTINGTON AT (614) 480-4304. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
__________ ___, 1995.
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AVAILABLE INFORMATION
Huntington is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Copies of such reports, proxy
statements, and other information filed by Huntington can be inspected and
copied at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the public reference facilities of the
regional offices of the Commission at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material also can
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed
by the rules and regulations of the Commission. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto which Huntington has filed with the Commission under the
Securities Act of 1933, as amended (the "Registration Statement"), and to which
reference is hereby made.
All information contained herein or incorporated herein by reference
with respect to Huntington and Huntington Florida, was supplied by Huntington
and all information contained herein with respect to Security National and The
Robinson-Humphrey Company, Inc., Security National's financial advisor, was
supplied by Security National. Although neither Huntington nor Security
National has any knowledge that would indicate that any statements or
information relating to the other party contained herein is inaccurate or
incomplete, neither Huntington nor Security National can warrant the accuracy
or completeness of such statements or information as they relate to the other
party.
- 3 -
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed with the Commission by
Huntington pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, are hereby incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1993;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1994;
3. Current Reports on Form 8-K, dated January 12, March 24, April 13,
July 13, and October 18, 1994, and January 11, 1995, to report
annual and/or quarterly earnings and certain developments;
4. Form 10-C, dated August 4, 1994, in connection with Huntington's 5
for 4 stock split effected on July 29, 1994 (the "Huntington 5 for
4 Stock Split"); and
5. Proxy Statement for the Annual Meeting of Shareholders held on
April 21, 1994; except that the information referred to in Item
402(a)(8) of Regulation S-K promulgated by the Commission shall
not be deemed to be specifically incorporated by reference herein.
In addition, the description of the rights issued under a certain
Rights Agreement, dated February 22, 1990, between Huntington and The
Huntington Trust Company, National Association, which rights are attached to
all shares of Huntington Common Stock, that is contained in Huntington's Forms
8-A filed with the Commission pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended, as the same may be updated in any amendment or report
filed for the purpose of updating such description, is hereby incorporated by
reference.
All documents filed by Huntington pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Prospectus/Proxy Statement and prior to the Special Meeting of
Shareholders of Security National shall be deemed to be incorporated by
reference in this Prospectus/Proxy Statement and to be a part hereof from the
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus/Proxy Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus/Proxy Statement.
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SECURITY NATIONAL CORPORATION
----------------------
PROXY STATEMENT
----------------------
INTRODUCTION
This Proxy Statement and the accompanying proxy are being furnished to
the shareholders of Security National in connection with the solicitation of
proxies by the Board of Directors of Security National for a Special Meeting of
Shareholders (the "Special Meeting") to be held at ____ _.m., local time, on
_________, _________ ___, 1995, at the executive offices of Security National,
located at 253 North Orlando Avenue, Maitland, Florida, and any adjournments or
postponements thereof, to consider and vote upon the approval and adoption of
the Agreement and Plan of Merger, dated as of July 12, 1994, as amended by the
Amendment to Agreement and Plan of Merger, dated as of January, 26, 1995
(collectively, the "Merger Agreement"), and the Supplemental Agreement, dated
as of July 12, 1994 (the "Supplemental Agreement"), pursuant to which Security
National will be merged into Huntington Florida and shareholders of Security
National will become shareholders of Huntington. The Merger Agreement and the
Supplemental Agreement are sometimes referred to herein as the "Merger
Documents." This Proxy Statement and accompanying proxy will be first sent or
given to the shareholders of Security National on or about ________ ___, 1995.
The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by Security National
prior to the Special Meeting. The proxy will be voted FOR the approval and
adoption of the Merger Documents if no direction is made to the contrary on a
duly executed and returned proxy. The proxy may also be used to grant
discretionary authority to vote on other matters which may arise at the Special
Meeting. While management is presently unaware of any such matters, the person
or persons designated to vote the shares will cast votes according to their
best judgment if any such matters properly come before the Special Meeting. A
person giving the enclosed proxy has the power to revoke it at any time prior
to the Special Meeting by filing with the Secretary of Security National a
written notice of revocation or a subsequent proxy relating to the same shares,
or by attending the Special Meeting and voting in person (although attendance
at the Special Meeting will not in and of itself constitute revocation of a
proxy).
A majority of the outstanding shares of Security National Common
Stock, represented in person or by proxy, will constitute a quorum at the
meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum at the Special Meeting. The
affirmative vote of the holders of a majority of the outstanding shares of
Security National Common Stock is required to approve and adopt the Merger
Documents. Because the approval and adoption of the Merger Documents requires
the affirmative vote of a particular percentage of the outstanding shares of
Security National Common Stock, an abstention or a broker non-vote with respect
to such matter will have the same effect as a vote against the matter. No
approval of the Merger Documents is required by holders of Huntington Common
Stock.
Security National shareholders of record at the close of business on
___________, 1995 (the "Record Date"), will be entitled to vote at the Special
Meeting. At that date, Security National had____________ shares of Security
National Common Stock outstanding and entitled to vote on all matters requiring
a vote of the shareholders. These shares were held by approximately ____
holders of record. Each share of Security National Common Stock entitles the
holder to one vote, exercisable in person or by properly executed proxy, on
each matter that comes before the shareholders at the Special Meeting.
Security National will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others, if any, for
forwarding solicitation material to beneficial owners of stock.
Representatives of Security National may solicit proxies by mail, telegram,
telephone, or personal interview.
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SUMMARY INFORMATION
The following is a brief summary of certain information with respect
to the Merger. This summary is not intended to be complete and is qualified in
its entirety by reference to, and should be read in conjunction with, the
detailed information and financial statements contained or incorporated by
reference herein and in the exhibits hereto.
HUNTINGTON AND HUNTINGTON FLORIDA
Huntington, a multi-state bank holding company incorporated under the
laws of the State of Maryland in 1966, is headquartered in Columbus, Ohio. At
December 31, 1994, Huntington had total assets of approximately $17.8 billion
and total deposits of approximately $12.0 billion. Huntington, through its
affiliates, conducts a full service commercial and consumer banking business,
engages in mortgage banking, lease financing, trust services, discount
brokerage services, underwriting credit life and disability insurance, and
issuing commercial paper guaranteed by Huntington, and provides other financial
products and services. At December 31, 1994, Huntington's affiliates operated
185 banking offices in Ohio, 61 banking offices in West Virginia, 40 banking
offices in Michigan, 25 banking offices in Indiana, 18 banking offices in
Northern Kentucky, 5 banking offices in Western Pennsylvania, 8 thrift offices
in Florida (seven of which are offices of Huntington Federal Savings Bank
("HFSB"), a wholly owned subsidiary of Huntington headquartered in Sebring,
Florida), two thrift offices in Northern Illinois, and one foreign office in
the Cayman Islands. In addition, Huntington's mortgage company affiliate has
loan origination offices throughout the Midwest and East Coast. The principal
executive offices of Huntington are located at Huntington Center, 41 South High
Street, Columbus, Ohio 43287 (telephone number 614-480-8300).
Huntington Florida, an Ohio corporation, is a wholly owned subsidiary
of Huntington formed for the purpose of facilitating the Merger and serving as
a holding company for Huntington's banking operations in Florida. The
principal executive offices of Huntington Florida are located at Huntington
Center, 41 South High Street, Columbus, Ohio 43287 (telephone number
614-480-8300).
SECURITY NATIONAL
Security National, a bank holding company incorporated under the laws
of the State of Delaware in 1987, is headquartered in Maitland, Florida. At
December 31, 1994, Security National had total assets of $191.4 million and
total deposits of $167.8 million. Security National owns all of the
outstanding stock of Security National Bank, a national banking association
("Security Bank"), which is also headquartered in Maitland, Florida. Security
National, through Security Bank, is principally engaged in the commercial
banking business which includes lending, investment, deposit and borrowing
activities. Security National operates six full-service offices in Orange,
Seminole, Volusia, Osceola, and Brevard Counties, Florida. The principal
executive offices of Security National are located at 253 North Orlando Avenue,
Maitland, Florida 32751 (telephone number 407-740-6300).
THE SPECIAL MEETING AND RECORD DATE
The Special Meeting will be held at _____ a.m., local time, on
_____________ ___, 1995, at the executive offices of Security National, located
at 253 North Orlando Avenue, Maitland, Florida. The close of business on
____________, 1995, has been set as the record date for determining the
shareholders of record of Security National entitled to notice of and to vote
at the Special Meeting and any adjournments or postponements thereof (the
"Record Date"). The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote at the Special Meeting is
necessary to constitute a quorum at the Special Meeting.
- 6 -
THE MERGER
At the Special Meeting, Security National shareholders will consider
and vote upon the approval and adoption of (i) the Merger Agreement, which, if
approved by the shareholders of Security National and upon the satisfaction of
certain other conditions, including obtaining various regulatory approvals,
would effectuate the merger of Security National into Huntington Florida, and
(ii) the Supplemental Agreement, which sets forth certain representations,
warranties, conditions, and covenants made by Huntington, Security National,
and Huntington Florida as an inducement to the other parties to execute and
deliver the Merger Documents and to consummate the Merger. Upon effectiveness
of the Merger, Security National will be merged into Huntington Florida,
Huntington Florida will continue to be a wholly owned subsidiary of Huntington,
and the separate existence of Security National will cease.
In connection with the Merger and in accordance with a certain Warrant
Purchase Agreement, dated as of July 12, 1994, between Security National and
Huntington (the "Warrant Purchase Agreement"), Security National granted to
Huntington a warrant (the "Warrant") to purchase up to 24.9% of the outstanding
shares of Security National Common Stock (after giving effect to the exercise
of the Warrant) under certain specified circumstances, at a price of $25.56 per
share. See "THE MERGER - TERMS OF THE WARRANTS."
At the Effective Time, the shares of Security National Common Stock
issued and outstanding immediately prior to the Effective Time (exclusive of
treasury shares, if any, which shall be canceled, and any shares as to which
appraisal rights are being sought) will be converted into the right to receive
a number of whole shares of Huntington Common Stock determined pursuant to a
formula that is based upon 2.1 times the adjusted shareholders' equity of
Security National as of December 31, 1994. Cash will be paid for any
fractional shares of Huntington Common Stock. The exact number of shares of
Huntington Common Stock to be received by a Security National shareholder will
depend on, among other things, the Average Closing Sale Price per share of
Huntington Common Stock; provided, however, that if the Average Closing Sale
Price is less than $18.4050 (as adjusted for the Huntington 5 for 4 Stock
Split), then the Average Closing Sale Price of Huntington Common Stock will be
deemed to be $18.4050, and if the Average Closing Sale Price is greater than
$22.4950 (as adjusted for the Huntington 5 for 4 Stock Split), then the Average
Closing Sale Price of Huntington Common Stock will be deemed to be $22.4950.
Thus, a share of Security National Common Stock will be converted into no more
than 1.4802 shares and no fewer than 1.2111 shares of Huntington Common Stock
(as adjusted for the Huntington 5 for 4 Stock Split).
Notwithstanding the above, if the Average Closing Sale Price is less
than $15.3375 (as adjusted for the Huntington 5 for 4 Stock Split), then
Huntington may elect to either (i) consummate the Merger using an assumed
average closing sale price of Huntington Common Stock equal to 1.05 times the
Average Closing Sale Price, or (ii) use its best efforts to renegotiate the
pricing terms of the Merger with Security National. If a mutually acceptable
adjustment to such pricing terms is not agreed to by Huntington and Security
National by the tenth day after the determination of the Average Closing Sale
Price, the Merger Documents will be terminated and the Merger will be
abandoned. In addition, if the Average Closing Sale Price is more than
$25.5625 (as adjusted for the Huntington 5 for 4 Stock Split), then Huntington
may elect to either (i) consummate the Merger at a Price Per Share of
Huntington Common Stock equal to 0.95 times the Average Closing Sale Price, or
(ii) terminate the Merger. See "THE MERGER - TERMS OF THE MERGER."
The average closing sale price per share of Huntington Common Stock as
reported on the Nasdaq National Market for the five trading days immediately
preceding the Record Date was $_____. If the Average Closing Sale Price is
$_____ at the Effective Date, each shareholder of Security National would be
entitled to receive _____ shares of Huntington Common Stock for each share of
Security National Common Stock held by such shareholder (the "Estimated
Exchange Ratio"). Shareholders are advised to obtain current market
quotations for Huntington Common Stock. The market price of Huntington Common
Stock at the Effective Time, or on the date on which certificates representing
such shares are received, may be higher or lower than the market price of
Huntington Common Stock as of the Record Date or at the time of the Special
Meeting.
Immediately after the consummation of the Merger, and effective as of
the Effective Date, the name of Security Bank will be changed to The Huntington
National Bank of Florida and HFSB, Huntington's wholly owned subsidiary
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headquartered in Sebring, Florida, will be merged into The Huntington National
Bank of Florida (formerly Security Bank) under the charter of The Huntington
National Bank of Florida (the "Subsidiary Merger").
Security National has received an opinion of The Robinson-Humphrey
Company, Inc. ("Robinson-Humphrey"), Security National's financial advisor,
that, from a financial point of view, the terms of the Merger as provided in
the Merger Agreement are fair to the shareholders of Security National. See
"THE MERGER - BACKGROUND OF THE MERGER," "- OPINION OF FINANCIAL ADVISOR," and
"- CONDITIONS TO CONSUMMATION OF THE MERGER" and the opinion of
Robinson-Humphrey, which is attached hereto as Exhibit C.
It is contemplated that the Merger will be consummated as soon as
practicable after the satisfaction of various conditions, including the receipt
of required regulatory approvals, but in no event prior to May 1, 1995. See
"THE MERGER - EFFECTIVE DATE OF THE MERGER," and "- CONDITIONS TO CONSUMMATION
OF THE MERGER."
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding
shares of Security National Common Stock is necessary to approve and adopt the
Merger Documents, thereby approving the Merger. As of the Record Date, the
directors and executive officers of Security National and their affiliates
beneficially owned ________ shares of Security National Common Stock (excluding
shares subject to stock options), which represent ____% of the total issued and
outstanding shares of such stock entitled to vote at the Special Meeting. As
an inducement for Huntington and Huntington Florida to enter into the Merger
Documents, ten directors and executive officers of Security National, holding
in the aggregate _________ shares of Security National Common Stock as of the
Record Date, or ____% of the outstanding shares of such stock entitled to vote
at the Special Meeting, executed certain Shareholder Agreements, each dated as
of July 12, 1994 (the "Shareholder Agreements"), pursuant to which these
shareholders agreed to vote their shares in favor of the approval of the Merger
Documents and the approval of the Merger and against the approval of any
competing acquisition offer or any other transaction which is inconsistent with
the obligation of Security National to consummate the Merger.
THE BOARD OF DIRECTORS OF SECURITY NATIONAL UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS OF SECURITY NATIONAL VOTE IN FAVOR OF THE APPROVAL AND
ADOPTION OF THE MERGER DOCUMENTS. SEE "THE MERGER - BACKGROUND OF THE MERGER"
AND "- REASONS FOR THE MERGER."
APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS
If the Merger is consummated, holders of Security National Common
Stock who did not vote in favor of the Merger and have complied with all
applicable notice requirements and other procedures specified under Delaware
law have the right to obtain an appraisal by the Delaware Court of Chancery of
the fair value of their shares (exclusive of any element of value arising from
the accomplishment or expectation of the Merger). See "THE MERGER - APPRAISAL
RIGHTS OF OBJECTING SHAREHOLDERS."
INTERESTS OF MANAGEMENT
Huntington has agreed that, upon consummation of the Merger, the
existing employment agreement of Michael W. Sheffey, President and Chief
Executive Officer of Security National and Security Bank, will remain in effect
until terminated in accordance with the provisions of the agreement. Upon
consummation of the Merger, it is Huntington's intention to elect Mr. Sheffey
to the Board of Directors of Huntington Florida and to appoint him President,
Chief Executive Officer, and Treasurer of Huntington Florida. Huntington has
also agreed to assume certain obligations of Security National to indemnify and
defend the directors and officers of Security National in connection with such
persons' status or services as directors and officers of Security National.
See "THE MERGER - INTERESTS OF MANAGEMENT."
- 8 -
FEDERAL INCOME TAX CONSEQUENCES
It is anticipated that the Merger will be a tax-free reorganization
for federal income tax purposes and that no gain or loss will be recognized by
the shareholders of Security National upon conversion of their shares of
Security National Common Stock into shares of Huntington Common Stock in the
Merger, except with respect to cash received in lieu of the issuance of
fractional shares or in connection with the exercise of appraisal rights under
Delaware law. See "THE MERGER - FEDERAL INCOME TAX CONSEQUENCES." All
shareholders should consult with their own tax advisors as to the particular
tax consequences of the Merger, including the applicability and effect of
state, local, and foreign tax laws and possible changes in the tax laws.
ACCOUNTING TREATMENT
Huntington intends to treat the Merger as a pooling of interests for
accounting purposes. See "THE MERGER - ACCOUNTING TREATMENT."
REGULATORY APPROVALS
The Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") or its delegate and the Comptroller of the Currency ("OCC")
must approve the Merger and the Subsidiary Merger, respectively. In addition,
the Office of Thrift Supervision ("OTS") must be provided with notice
concerning the Subsidiary Merger. At the state level, the Florida Department
of Banking and Finance ("Florida Department") must approve the acquisition by
Huntington of Security National and Security Bank. The applications or
notices required to be filed with these agencies were submitted for filing on
January 3, 1995. See "THE MERGER - REGULATORY APPROVALS."
COMPARATIVE PER SHARE INFORMATION
During 1994, Huntington completed the acquisition of FirstFed Northern
Kentucky Bancorp, Inc., a thrift holding company headquartered in Covington,
Kentucky ("FirstFed"), which was accounted for as a purchase. The following
summary presents selected comparative unaudited per share information for
Huntington on a historical basis; for Security National on a historical basis;
for Huntington, Security National, and FirstFed on a pro forma combined basis;
and for Security National on a pro forma equivalent basis.
Although it is intended that the Merger will be accounted for as a
pooling of interests, pro forma information combining Huntington and Security
National has been prepared for only the year ended December 31, 1993, and the
nine months ended September 30, 1994, respectively, as Huntington expects to
restate beginning shareholders' equity in the year the transaction is
consummated rather than restate historical financial statements to show the
effects of the Merger as of the earliest period presented. Security National
equivalent pro forma amounts were computed by multiplying Huntington's pro
forma amounts by the Estimated Exchange Ratio of _____ shares of Huntington
Common Stock for each share of Security National Common Stock. See "THE MERGER
- - TERMS OF THE MERGER." The data presented below is based upon the historical
financial statements and related notes thereto, incorporated herein by
reference or included herein, of Huntington and Security National (adjusted for
the Huntington 5 for 4 Stock Split and other stock splits and stock dividends,
as appropriate), and unaudited pro forma combined financial statements giving
effect to the Merger and the completed acquisition of FirstFed by Huntington.
Results for the nine months ended September 30, 1994, are not necessarily
indicative of results expected for the entire year, nor are pro forma amounts
necessarily indicative of results that would have been or will be obtained on a
combined basis.
- 9 -
HUNTINGTON SECURITY NATIONAL
------------------------------- ---------------------------
PRO EQUIVALENT
HISTORICAL(1) FORMA(1)(2) HISTORICAL PRO FORMA
------------- ----------- ---------- -----------
Book Value Per Common Share:
September 30, 1994 . . . . $10.83 $ $13.25 $
December 31, 1993 . . . . . 10.21 12.90
Cash Dividends Declared
Per Common Share:
For the nine months ended:
September 30, 1994 . . . $0.52 $0.52 $0.50 $
For the year ended:
December 31, 1993 . . . . 0.60 0.60 0.20
December 31, 1992 . . . . 0.50 0.50 0.10
December 31, 1991 . . . . 0.45 0.45 0.00
Net Income Per Common Share:
For the nine months ended:
September 30, 1994 . . . $1.46 $ $1.01 $
For the year ended:
December 31, 1993 . . . . 1.85 0.85
December 31, 1992 . . . . 1.27 0.60
December 31, 1991 . . . . 1.07 0.46
_________________
(1) Adjusted for the Huntington 5 for 4 Stock Split.
(2) Includes Huntington historical data adjusted to reflect the consummation of the Merger and the
acquisition of FirstFed as if they had occurred at the beginning of 1993.
Huntington Common Stock is traded in the over-the-counter market on
the Nasdaq National Market. The last sale price per share of Huntington
Common Stock on the Nasdaq National Market (adjusted for the Huntington 5
for 4 Stock Split) as of July 11, 1994, the last trading day prior to the
public announcement of the proposed Merger, and as of _________, 1995, were
$20.60 and $_______, respectively. There is no active trading market for
Security National Common Stock, although isolated transactions do occur from
time to time. To the knowledge of Security National, all transactions in
Security National Common Stock are negotiated on a private basis and quotations
for Security National Common Stock are not published.
- 10 -
RECENT DEVELOPMENTS
HUNTINGTON RESULTS FOR THE YEAR ENDED DECEMBER 31, 1994
On January 11, 1995, Huntington issued a release announcing its
earnings for the fourth quarter and fiscal year ended December 31, 1994. The
table below summarizes certain of this information.
CONSOLIDATED INCOME STATEMENT DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED TWELVE MONTHS
DECEMBER 31, ENDED DECEMBER 31,
---------------------- ----------------------
1994 1993 1994 1993
-------- -------- -------- --------
Net interest income . . . . . . . $177,250 $208,913 $756,050 $796,200
Provision for loan losses . . . . . $ 2,488 $ 15,365 $ 15,284 $ 79,294
Net income . . . . . . . . . . . . $ 52,496 $ 63,358 $242,593 $236,912
Per common share(1):
Net income . . . . . . . . . . . $0.41 $0.49 $1.87 $1.85
Cash dividends declared . . . . $0.20 $0.16 $0.72 $0.60
CONSOLIDATED BALANCE SHEET DATA
(IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
AT DECEMBER 31,
----------------------------------
1994 1993
------- -------
Total assets . . . . . . . . . . . $17,771 $17,619
Shareholders' equity . . . . . . . $ 1,412 $ 1,325
Per common share(1):
Shareholders' equity . . . . . $10.84 $10.21
_________________
(1) Restated for the Huntington 5 for 4 Stock Split.
SECURITY NATIONAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 1994
Comparable information for Security National is summarized in the
table below.
CONSOLIDATED INCOME STATEMENT DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED TWELVE MONTHS
DECEMBER 31, ENDED DECEMBER 31,
-------------------- --------------------
1994 1993 1994 1993
------ ------ ------ ------
Net interest income . . . . . . . $2,019 $1,730 $7,426 $6,508
Provision for loan losses . . . . . -- -- -- $ 60
Net income . . . . . . . . . . . . $ 686 $ 394 $2,224 $1,345
Per common share:
Net income . . . . . . . . . . . $0.46 $0.25 $1.47 $0.85
Cash dividends declared . . . . $0.00 $0.00 $0.50 $0.20
CONSOLIDATED BALANCE SHEET DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
AT DECEMBER 31,
-----------------------------------
1994 1993
-------- --------
Total assets . . . . . . . . . . . $191,419 $186,810
Shareholders' equity . . . . . . . $ 20,568 $ 20,117
Per common share:
Shareholders' equity . . . . . $13.61 $12.90
- 11 -
SELECTED FINANCIAL DATA
HUNTINGTON SELECTED FINANCIAL DATA
The following selected financial data of Huntington for the five years
ended December 31, 1993, has been derived from Huntington's Annual Report on
Form 10-K. The summary financial information for the nine-month periods ended
September 30, 1994, and 1993, has been derived from unaudited consolidated
financial statements. Operating results for the nine months ended September
30, 1994, are not necessarily indicative of the results that may be expected
for the entire year ending December 31, 1994. This data should be read in
conjunction with the consolidated financial statements, related notes, and
other financial information incorporated in this document by reference. See
"INFORMATION INCORPORATED BY REFERENCE" and "RECENT DEVELOPMENTS."
CONSOLIDATED INCOME STATEMENT DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
Net interest income . . . . . . . . . . . $578,800 $587,287 $796,200 $697,440 $548,489 $486,011 $447,368
Provision for loan losses . . . . . . . . 12,796 63,929 79,294 81,562 62,061 76,434 43,739
Net income . . . . . . . . . . . . . . . . 190,097 173,554 236,912 161,046 133,940 99,765 122,829
Per common share(1):
Net income . . . . . . . . . . . . . . . $1.46 $1.36 $1.85 $1.27 $1.07 $0.79 $1.01
Cash dividends declared . . . . . . . . $0.52 $0.44 $0.60 $0.50 $0.45 $0.41 $0.35
CONSOLIDATED BALANCE SHEET DATA
(IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
Average balances during the period:
Total assets . . . . . . . . . . . . . . $16,642 $16,645 $16,851 $15,165 $13,613 $13,490 $12,247
Long-term debt and obligations under
capital leases . . . . . . . . . . . . . 857 653 641 300 219 201 206
Shareholders' equity . . . . . . . . . . 1,401 1,237 1,216 1,074 977 917 815
Balances at period end:
Total assets . . . . . . . . . . . . . . $16,990 $17,493 $17,619 $16,247 $14,502 $13,670 $13,413
Long-term debt and obligations under
capital leases . . . . . . . . . . . . . 1,090 597 764 479 261 207 209
Shareholders' equity . . . . . . . . . . 1,402 1,256 1,325 1,130 1,018 937 864
Per common share(1):
Shareholders' equity . . . . . . . . . . $10.83 $9.81 $10.21 $8.88 $8.09 $7.44 $7.06
_____________________________
(1) Restated for the Huntington 5 for 4 Stock Split and for other stock dividends and stock splits, as appropriate.
- 12 -
SECURITY NATIONAL SELECTED FINANCIAL DATA
The following selected financial data of Security National for the
five-year period ended December 31, 1993, has been derived from Security
National's audited financial statements. The summary financial information
for the nine months ended September 30, 1994 and 1993, has been derived from
unaudited consolidated financial statements. Operating results for the nine
months ended September 30, 1994, are not necessarily indicative of the results
that may be expected for the entire year ending December 31, 1994. This data
should be read in conjunction with the consolidated financial statements,
including the notes thereto, contained elsewhere herein. See "FINANCIAL
STATEMENTS."
CONSOLIDATED STATEMENT OF OPERATIONS DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ------ ------ ------ ------ ------
Net interest income . . . . . . . . . . . $5,407 $4,777 $6,508 $5,483 $4,994 $4,467 $3,496
Provision for loan losses . . . . . . . . 0 60 60 271 357 414 413
Net income (loss) . . . . . . . . . . . . 1,537 951 1,345 991 760 350 (345)
Per common share:
Net income (loss) . . . . . . . . . . . $1.01 $0.60 $0.85 $0.60 $0.46 $0.34 ($0.21)
Cash dividends declared . . . . . . . . $0.50 $0.20 $0.20 $0.10 $0.00 $0.00 $0.00
CONSOLIDATED BALANCE SHEET DATA
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- --------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
-------- -------- -------- -------- -------- -------- --------
Average balances during the period:
Total assets . . . . . . . . . . . . . . $178,573 $166,272 $171,782 $136,896 $122,638 $106,813 $76,238
Long-term debt and obligations under
capital leases . . . . . . . . . . . . . 0 0 0 0 0 0 0
Shareholders' equity . . . . . . . . . . 19,530 19,524 19,635 19,472 18,712 18,214 18,132
Balances at period end:
Total assets . . . . . . . . . . . . . . $180,373 $188,690 $186,810 $160,237 $139,362 $118,324 $91,615
Long-term debt and obligations under
capital leases . . . . . . . . . . . . . 0 0 0 0 0 0 0
Shareholders' equity . . . . . . . . . . 20,021 19,723 20,117 20,015 19,189 18,429 18,108
Per common share:
Shareholders' equity . . . . . . . . . . $13.25 $12.64 $12.90 $12.12 $11.62 $11.16 $10.84
THE MERGER
The following information concerning the Merger, insofar as it relates
to matters contained in the Merger Agreement and the Supplemental Agreement, is
qualified in its entirety by reference to the Merger Agreement and the
Supplemental Agreement, which are attached hereto and incorporated herein as
Exhibits A and B, respectively.
- 13 -
BACKGROUND OF THE MERGER
In early 1994, the Florida Legislature was considering a bill allowing
financial institutions nationwide to acquire Florida financial institutions on
a reciprocal basis. In early March 1994, Michael W. Sheffey, President and
Chief Executive Officer of Security National, and Bert E. Roper, Chairman of
the Board of Security National, discussed the possible implications of the
passage of such a bill. Certain industry analysts and lobbyists, including
the Florida Bankers Association, considered passage of the bill likely.
Messrs. Sheffey and Roper were concerned that the entry of additional large
out-of-state financial institutions in Florida, particularly in the Central
Florida market, would further intensify the competition for banking business in
the marketplace and also would reduce the ability of Security National to
consummate acquisitions of other financial institutions (which Security
National had considered from time to time as a means of expanding its
operations and opportunities). Messrs. Sheffey and Roper believed that the
increased competition and reduced ability to consummate acquisitions could
limit Security National's growth potential and future earnings prospects.
Mr. Roper directed Mr. Sheffey to contact investment banking firms
that had discussions with Security National at various times in the past when
Security National was exploring potential acquisitions to obtain their
assessment of the impact of passage of the pending legislation. Mr. Sheffey
also discussed the situation with several of Security National's larger
shareholders, one of whom recommended that Security National also include
Robinson-Humphrey on its list of contacts. Mr. Sheffey arranged an initial
meeting with Robinson-Humphrey on March 9, 1994. During that initial meeting,
Mr. Sheffey and representatives of Robinson-Humphrey discussed the
ramifications of increased competition on Security National and its
shareholders. Robinson- Humphrey offered to review Security National's status
and make a presentation of its recommendations. On March 17, 1994, the
Security National Board of Directors authorized Mr. Sheffey to proceed to
engage Robinson-Humphrey and, on March 18, 1994, Robinson-Humphrey presented
its evaluation of Security National and its recommendations, which included
determining what interest there might be in acquiring Security National among
regional financial institutions. In late March 1994, the Florida Legislature
approved passage of the Florida Reciprocal Banking Act, which would allow
acquisitions of Florida banks and bank holding companies by out-of-state bank
holding companies on a reciprocal basis commencing May 1, 1995.
Security National provided Robinson-Humphrey with financial and other
information concerning Security National and Security Bank. Robinson-Humphrey
contacted potential interested parties during the next month on a
confidential basis. The highest level of interest was from Huntington.
On April 21, 1994, the Security National Board of Directors reviewed the
status of Robinson-Humphrey's activities, including the strong expression of
interest by Huntington. A representative from Huntington visited with
representatives of Robinson-Humphrey and Security National management on May
11, 1994, and discussions were held regarding a possible merger.
On May 26, 1994, the Security National Board of Directors reviewed
Huntington's financial information. Management also provided an update on the
May 11, 1994, visit by the Huntington representative and informed the Board
that a second visit was scheduled for June 6, 1994.
On June 6, 1994, Zuheir Sofia, President and Chief Operating Officer
of Huntington, visited with Mr. Sheffey in Maitland, Florida. As a part of
these discussions, Mr. Sofia proposed a merger of Security National with
pricing in the two times book value range, subject to a satisfactory due
diligence investigation. On June 9, 1994, the Board of Directors met and
reviewed the Huntington proposal and authorized Messrs. Roper and Sheffey, and
Phillip L. Tasker, Executive Vice President of Security National, to provide
such information as Huntington may need to complete its due diligence
investigation and to proceed with further discussions.
On June 22 and 23, 1994, representatives of Huntington performed an
initial due diligence investigation of Security National. On June 28, 1994,
Messrs. Roper, Sheffey, and Tasker met with Mr. Sofia and other Huntington
representatives in Columbus, Ohio, and continued discussions and negotiations.
Negotiations continued during the first week of July 1994. On July 7,
1994, copies of drafts of the proposed Merger Documents, Warrant, and Warrant
Purchase Agreement were distributed to and reviewed by the Board of Directors
of Security National and the Board discussed the proposed merger transaction at
length. A meeting was
- 14 -
scheduled for July 12, 1994, to consider and vote upon the proposed merger. On
July 12, 1994, the Security National Board of Directors met to further review
and consider the proposed Merger and the related agreements. A representative
of Robinson-Humphrey advised the Board that, from a financial point of view,
the terms of the Merger were fair to Security National's shareholders. Legal
counsel also was present to discuss issues relating to the proposed Merger and
related agreements. After discussion, the Board unanimously approved the
Merger and authorized the execution of the Merger Documents, Warrant and
Warrant Purchase Agreement.
After the Security National Board meeting, Security National,
Huntington, and Huntington Florida executed the Merger Documents and Security
National and Huntington entered into the Warrant Purchase Agreement, pursuant
to which Security National issued the Warrants to Huntington. In addition, as
an inducement for Huntington and Huntington Florida to enter into the Merger
Documents, and in satisfaction of a condition to the consummation of the
Merger, the following directors and/or executive officers of Security National,
holding in the aggregate ___% of the outstanding shares of Security National
Common Stock entitled to vote at the Special Meeting as of the Record Date,
executed the Shareholder Agreements, pursuant to which each such director
and/or executive officer agreed to vote his or her shares of Security National
Common Stock in favor of the adoption of the Merger Documents and the approval
of the Merger and against any competing acquisition offer or any other
transaction which is inconsistent with the obligation of Security National to
consummate the Merger: Lee Chira, Mary Demetree, Stephen F. Foreman, John J.
Jennings, Mitchel J. Laskey, Fred L. Macleod, Gerald R. McGratty, Jr., Bert E.
Roper, Jeffrey C. Schenck, and Benjamin P. Sibley.
On January 26, 1995, the Agreement and Plan of Merger was amended in
order to clarify the treatment of expired or cancelled Security National stock
options for purposes of the conversion ratio.
REASONS FOR THE MERGER
Security National's Board of Directors believes that the Merger and
the subsequent affiliation with Huntington will be beneficial to Security
National's shareholders as well as its present customers and employees and will
enhance the ability of Security National to meet the financial needs of the
communities served by Security National. In approving the Merger Documents,
Security National's directors considered a number of factors. The Security
National Board did not assign any relative or specific weights to such factors.
The factors considered by the Security National Board in evaluating and
approving the Merger Documents were the value of the consideration to be
received by Security National shareholders relative to the book value and
earnings per share of Security National Common Stock; certain information
concerning the financial condition, results of operation, and business prospects
of Huntington and Security National; the marketability of Huntington Common
Stock; the competitive and regulatory environment for financial institutions
generally; the fact that the Merger will enable Security National shareholders
to exchange their shares of Security National Common Stock for shares of common
stock of a larger and more diversified entity, the stock of which is more
widely held and more actively traded; the opinion rendered by Robinson-Humphrey
as to the fairness, from a financial point of view, of the terms of the Merger
to the Security National shareholders; and other information. The Security
National Board also believes that the Merger will provide the present
customers of Security National with certain banking products and services not
currently available to such customers and is expected to attract new business
with the support of Huntington's greater resources and ability to respond to
changes in the highly competitive banking industry.
THE BOARD OF DIRECTORS OF SECURITY NATIONAL BELIEVES THAT THE PROPOSED
MERGER IS IN THE BEST INTERESTS OF SECURITY NATIONAL'S SHAREHOLDERS AND
THEREFORE RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE MERGER
DOCUMENTS.
Huntington considers the Merger advantageous principally because the
acquisition of Security National and the related Subsidiary Merger will enable
Huntington to expand its banking and related activities in Florida under the
charter of a national bank rather than that of a thrift institution.
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OPINION OF FINANCIAL ADVISOR
General
Security National retained Robinson-Humphrey to act as its financial
advisor in connection with the Merger. Robinson-Humphrey has rendered an
opinion to Security National's Board of Directors that, based on the matters
set forth therein, the terms of the Merger are fair, from a financial point
of view, to the Security National shareholders. THE TEXT OF SUCH OPINION IS
SET FORTH IN EXHIBIT C TO THIS PROSPECTUS/PROXY STATEMENT AND SHOULD BE READ
IN ITS ENTIRETY BY SHAREHOLDERS OF SECURITY NATIONAL.
The consideration to be received by Security National
shareholders in the Merger was determined by Security National and
Huntington in their negotiations. No limitations were imposed by the
Board of Directors or management of Security National upon Robinson-Humphrey
with respect to the investigations made or the procedures followed by
Robinson-Humphrey in rendering its opinion.
In connection with rendering its opinion to Security National's Board
of Directors, Robinson-Humphrey performed a variety of financial analyses.
However, the preparation of a fairness opinion involves various
determinations as to the most appropriate and relevant methods of financial
analysis and the application of those methods to the particular circumstances
and, therefore, such an opinion is not readily susceptible to summary
description. Robinson-Humphrey, in conducting its analysis and in arriving
at its opinion, did not conduct a physical inspection of any of the
properties, assets, or liabilities of Security National. Robinson-Humphrey
assumed and relied upon the accuracy and completeness of the financial
and other information that was provided to it by Security National or that
was publicly available. Robinson-Humphrey's opinion is necessarily based on
economic, market, and other conditions as in effect on, and the information
made available to it as of the date of, its analyses.
Valuation Methodologies
In connection with its opinion on the Merger and the presentation
of that opinion to Security National's Board of Directors, Robinson-Humphrey
performed two valuation analyses with respect to Security National: (i) an
analysis of comparable prices and terms of recent transactions involving
financial institutions buying banks; and (ii) a discounted cash flow analysis.
For purposes of the comparable company and comparable transaction analyses,
Huntington Common Stock was valued at $20.60 per share. Both of these
methodologies are discussed briefly below.
Comparable Transaction Analysis. Robinson-Humphrey performed
three analyses of premiums paid for selected banks with comparable
characteristics to Security National. Comparable transactions were
considered to be (i) transactions since January 1, 1994, where the
seller was a financial institution located in the Southeast with
total assets of less than $300 million, and (ii) transactions since
January 1, 1993, where the seller was a financial institution located
in Florida.
(i) Based on the first of the foregoing sets of
transactions (i.e., financial institutions buying financial
institutions in the Southeast with total assets of less than $300
million during 1994), the analysis yielded a range of transaction
values to book value of 115.31% to 303.77%, with a mean of
183.83% and a median of 186.65%. These compare to a transaction
value for the Merger of approximately 210.00% of Security
National's book value at December 31, 1994.
The analysis yielded a range of transaction values as a
percentage of tangible book value for the comparable transactions
ranging from 115.31% to 303.77%, with a mean of 188.90% and a
median of 186.65%. These compare to a transaction value to
tangible book value at December 31, 1994, of approximately
210.00% for the Merger.
The analysis yielded a range of transaction values as a
multiple of trailing twelve month earnings per share. These
values ranged from 7.98 times to 30.52 times, with a mean of
16.51 times and a median of 15.94 times. These compare to a
transaction value to the December 31, 1994, trailing twelve
month earnings per share of 19.59 times for the Merger.
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Lastly, the analysis yielded a range of transaction values
as a percentage of total assets for the comparable transactions
ranging from 6.65% to 28.01%, with a mean of 16.52% and a median
of 16.77%. These compare to a transaction value to total assets at
December 31, 1994, of approximately 23.54% for the Merger.
(ii) Based on transactions since January 1, 1993, where
the seller was a financial institution located in Florida, the
analysis yielded a range of transaction values to book value of
69.58% to 257.80%, with a mean of 164.60% and a median of
160.67%. These compare to a transaction value for the Merger of
approximately 210.00% of Security National's book value as of
December 31, 1994.
The analysis yielded a range of transaction values as a
percentage of tangible book value for the comparable
transactions ranging from 69.58% to 257.80%, with a mean of
169.29% and a median of 171.50%. These compare to a transaction
value to tangible book value at December 31, 1994, of
approximately 210.00% for the Merger.
The analysis yielded a range of transaction values as a
multiple of trailing twelve month earnings per share. These
values ranged from 8.13 times to 36.46 times, with a mean of
18.70 times and a median of 18.41 times. These compare to a
transaction value to the December 31, 1994, trailing twelve
months earnings per share of 19.59 times for the Merger.
Lastly, the analysis yielded a range of transaction values
as a percentage of total assets for the comparable transactions
ranging from 2.73% to 26.96%, with a mean of 13.25% and a median
of 12.66%. These compare to a transaction value to total
assets at December 31, 1994, of approximately 23.54% for the
Merger.
No company or transaction used in the comparable transaction
analyses is identical to Security National. Accordingly, an
analysis of the foregoing necessarily involves complex considerations
and judgments, as well as other factors that affect the public trading
value or the acquisition value of the company to which it is being
compared.
Discounted Cash Flow Analysis. Using discounted cash flow
analysis, Robinson-Humphrey estimated the present value of the
future stream of after-tax cash flows that Security National could
produce through 1998, under various circumstances, assuming that
Security National performed in accordance with the earnings/return
projections of management at the time that Security National entered
into acquisition discussions in April 1994. Robinson-Humphrey
estimated the terminal value for Security National at the end of the
period by applying multiples of earnings (ranging from 9.0 times to
11.0 times and then discounting the cash flow streams, dividends paid
to shareholders, and terminal value using differing discount rates
ranging from 11.0% to 13.0%) chosen to reflect different assumptions
regarding the required rates of return of Security National and the
inherent risk surrounding the underlying projections. This
discounted cash flow analysis indicated a reference range of $35.7
million to $43.9 million, or $22.88 to $28.16 per share, for Security
National.
Compensation of Robinson-Humphrey
Pursuant to an engagement letter, dated March 25, 1994, between
Security National and Robinson-Humphrey, Security National agreed to pay a
$75,000 fairness opinion fee at the time of rendering the opinion and an
incremental success fee (to be paid at closing) equal to 1.25% of the total
consideration received by shareholders less the fairness opinion fee.
Security National also agreed to indemnify and hold harmless
Robinson-Humphrey and its officers and employees against certain liabilities
in connection with its services under the engagement letter, except for
liabilities resulting from the gross negligence of Robinson-Humphrey.
As a part of its investment banking business, Robinson-Humphrey is
regularly engaged in the valuation of securities in connection with mergers
and acquisitions, negotiated underwritings, secondary distributions of listed
and unlisted securities, private placements, and valuations for estate,
corporate and other purposes. Security National's Board of Directors decided
to retain Robinson-Humphrey based on its experience as a financial advisor in
mergers and
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acquisitions of financial institutions, particularly transactions in the
southeastern region of the U.S., and its knowledge of financial institutions
and Security National in particular.
EFFECTIVE DATE OF THE MERGER
The Merger will be effective as of 11:59 p.m., local Ohio time, on
the Effective Date, which will be (i) the day on which the certificate of
merger has been filed in accordance with the laws of the States of Ohio and
Delaware, or (ii) such later date as may be specified in such certificate of
merger; provided, however, that the Effective Date will not be earlier than
the "Permissible Date," which will be the later of May 1, 1995, or the date
of the expiration of the last required waiting period following receipt of the
last regulatory approval required for the Merger. It is anticipated
that, if the shareholders of Security National approve the Merger at the
Special Meeting and the other conditions to the Merger set forth in the
Supplemental Agreement have been satisfied, the Effective Date will occur on or
about May 1, 1995.
TERMS OF THE MERGER
The Merger Agreement provides for the merger of Security National into
Huntington Florida pursuant to the applicable provisions of the laws of the
States of Delaware and Ohio. Upon the effectiveness of the Merger,
Huntington Florida, the surviving corporation, will remain a wholly owned
subsidiary of Huntington and will continue its corporate existence under the
laws of the State of Ohio, and the separate existence of Security National
will cease. The articles of incorporation and regulations of the surviving
corporation will be those of Huntington Florida as in effect immediately prior
to the Merger until amended in accordance with law.
At the Effective Time, the shares of Security National Common
Stock issued and outstanding immediately prior to the Effective Time
(exclusive of treasury shares, if any, which will be canceled) will be
converted into the right to receive whole shares of Huntington Common
Stock, plus cash in lieu of fractional shares. See "THE MERGER - FRACTIONAL
SHARES." The number of shares of Huntington Common Stock to be received for
each share of Security National Common Stock in the Merger (the "Conversion
Ratio") will be determined pursuant to the following formula:
(TPP + NSO)/PHC ($43,362,043 + $1,731,288)/PHC
Conversion Ratio = --------------- = ------------------------------
NSC 1,655,181
where TPP is the Total Purchase Price determined by multiplying
Security National Equity (defined below) by 2.10; NSO is the sum of the
products resulting from multiplying the number of shares subject to each
Security National stock option outstanding at the Effective Time by the
exercise price for such Security National stock option, plus the sum of the
products resulting from multiplying the number of shares subject to each
Security National stock option exercised between June 30, 1994, and the
Effective Time by the exercise price for such Security National stock option;
PHC is the Price Per Share of Huntington Common Stock (determined as described
below); and NSC is the number of shares of Security National Common Stock
issued and outstanding at the Effective Time plus the number of shares of
Security National Common Stock subject to stock options outstanding at the
Effective Time. On the Record Date, there were 1,511,181 shares of Security
National Common Stock issued and outstanding and an additional 144,000 shares
subject to outstanding stock options, for an aggregate of 1,655,181 shares
of Security National Common Stock for purposes of the Conversion Ratio
formula. This aggregate number of shares of Security National Common Stock
is not expected to change before the Effective Time.
Security National Equity means the consolidated shareholders' equity of
Security National on December 31, 1994, determined in accordance with
generally accepted accounting principles applied consistently with prior
determinations of consolidated shareholders' equity as shown on the audited
balance sheets of Security National ("Audited Equity"), decreased by the
after-tax amount of security gains and extraordinary gains realized after
June 30, 1994, which in the aggregate exceed $50,000 and by the sum of the
products resulting from multiplying the number of shares subject to each of
the Security National Stock Options exercised after June 30, 1994, and prior
to January 1, 1995, by the respective exercise price for such Security
National Stock Option; and increased by the after-tax amount of any
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investment banking fees and legal fees recorded by Security National,
whether paid or accrued, in connection with the Merger. Security National
Equity was $20,648,592 pursuant to this calculation.
Except as otherwise described below, the Price Per Share of
Huntington Common Stock will be the Average Closing Sale Price (previously
defined as the average of the closing sale prices per share of Huntington
Common Stock on the five trading days immediately preceding the date that
is two trading days prior to the Effective Date, as reported on the Nasdaq
National Market); provided, however, that if the Average Closing Sale Price
is less than $18.4050 (as adjusted for the Huntington 5 for 4 Stock Split),
the Price Per Share of Huntington Common Stock will be $18.4050, and if the
Average Closing Sale Price is greater than $22.4950 (as adjusted for the
Huntington 5 for 4 Stock Split), then the Price Per Share of Huntington
Common Stock will be $22.4950.
Notwithstanding the above, if the Average Closing Sale Price is less
than $15.3375 (as adjusted for the Huntington 5 for 4 Stock Split), then
Huntington may elect to either (i) consummate the Merger at a Price Per Share
of Huntington Common Stock equal to 1.05 times the Average Closing Sale
Price or (ii) use its best efforts to renegotiate the pricing terms of the
Merger with Security National. If a mutually acceptable adjustment to such
pricing terms is not agreed to by Huntington and Security National by
the 10th day after the determination of the Average Closing Sale Price,
the Merger Documents will be terminated and the Merger will be abandoned.
In addition, if the Average Closing Sale Price is more than $25.5625 (as
adjusted for the Huntington 5 for 4 Stock Split), then Huntington may elect to
either (i) consummate the Merger at a Price Per Share of Huntington Common
Stock equal to 0.95 times the Average Closing Sale Price or (ii) terminate
the Merger.
The average closing sale price per share of Huntington Common
Stock as reported on the Nasdaq National Market for the five trading days
immediately preceding the Record Date was $_____. If the Average Closing
Sale Price is $_____ at the Effective Date, each shareholder of Security
National would be entitled to receive _____ shares of Huntington Common Stock
for each share of Security National Common Stock held by such shareholder.
Shareholders are advised to obtain current market quotations for Huntington
Common Stock. The market price of Huntington Common Stock at the Effective
Time, or on the date on which certificates representing such shares are
received, may be higher or lower than the market price of Huntington Common
Stock as of the Record Date or at the time of the Special Meeting.
Each share of Security National Common Stock held by a person who
does not vote in favor of the Merger, delivers to Security National before
the vote on the Merger a written demand for appraisal, and complies with
all other procedures specified under Delaware law shall not be converted
into or represent a right to receive shares of Huntington Common Stock as
described above, but rather the holder thereof shall be entitled to such
appraisal rights as are granted by Delaware law. See "THE MERGER -
APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS."
Each unexercised option to purchase shares of Security National
Common Stock held by an employee of Security National or Security Bank that
is outstanding immediately prior to the Effective Time under Security
National's stock option plan will be converted at the Effective Time into an
option under a Huntington stock option plan exercisable for a number of
shares of Huntington Common Stock equal to the product obtained by
multiplying the number of shares of Security National Common Stock subject to
the Security National option by the Conversion Ratio. All fractional shares
will be rounded to the nearest whole share. The exercise price for each
share of Huntington Common Stock subject to an option so substituted will be
equal to the exercise price per share of Security National Common Stock
under the Security National option divided by the Conversion Ratio. All
incentive stock options will be converted in such a manner that their
status as incentive stock options for federal income tax purposes will be
maintained. Upon such substitution, all rights under the Security National
stock option plan will be null and void. As of the Record Date, there were
options outstanding for the purchase of ________ shares of Security National
Common Stock.
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FRACTIONAL SHARES
No fractional shares of Huntington Common Stock will be issued. Each
former shareholder of Security National who would otherwise be entitled to
receive a fractional share of Huntington Common Stock upon surrender of
his certificate or certificates for shares of Security National Common Stock
will receive from the Exchange Agent cash in an amount equal to the fractional
share interest multiplied by the Price Per Share of Huntington Common Stock.
No interest will be payable with respect to such cash payment. Immediately
after the third anniversary of the Effective Date, the Exchange Agent shall
deliver to Huntington Florida any unclaimed balance of cash owing with
respect to fractional shares and such cash shall be retained by, and become
the property of Huntington Florida, free and clear of any claims whatsoever.
EXCHANGE OF CERTIFICATES
Under the terms of the Merger Agreement, The Huntington National
Bank, a wholly owned subsidiary of Huntington that is the transfer agent for
Huntington Common Stock, is designated to act as the exchange agent (the
"Exchange Agent") in connection with the Merger. Approval of the Merger
Documents by the shareholders of Security National will constitute
ratification of the appointment of the Exchange Agent.
As soon as practicable after the Effective Time, Huntington shall cause
the Exchange Agent to prepare and mail to each holder of record on the
Effective Date of any shares of Security National Common Stock a letter of
transmittal containing instructions for the surrender of the certificates
formerly representing shares of Security National Common Stock. Upon
surrender to the Exchange Agent of the certificate or certificates which
prior to the Effective Time represented shares of Security National Common
Stock in accordance with the instructions set forth in the letter of
transmittal, each such holder will be entitled to receive in exchange
therefor a certificate or certificates representing the number of whole
shares of Huntington Common Stock into which the shares represented by the
certificate or certificates so surrendered will have been converted and, if
applicable, a check payable to such holder in the amount necessary to pay
for any fractional shares of Huntington Common Stock, in each case, without
interest.
Neither Huntington, Huntington Florida, nor the Exchange Agent
shall be obligated to deliver certificates for Huntington Common Stock or
a check in lieu of fractional shares to a former shareholder of Security
National until such former shareholder has either surrendered his
certificate or certificates representing shares of Security National
Common Stock or, if a shareholder is unable to locate such certificate
or certificates, such shareholder has delivered an appropriate affidavit
of loss, indemnity agreement, and bond as may be required by Huntington.
Until so surrendered, each outstanding certificate representing shares of
Security National Common Stock which have been converted into shares of
Huntington Common Stock shall be deemed for all corporate purposes
(except the payment of dividends or other distributions) to evidence
ownership of the number of whole shares of Huntington Common Stock into which
the shares of Security National Common Stock represented thereby shall have
been converted.
No dividends or other distributions payable to holders of record of
Huntington Common Stock after the Effective Date shall be paid to a holder of
Security National Common Stock whose shares have been converted into
Huntington Common Stock until such holder surrenders his certificate or
certificates formerly representing shares of Security National Common Stock.
Promptly upon such surrender, Huntington will pay to the holder of the
certificates for Huntington Common Stock issued in exchange for the
certificates for Security National Common Stock the amount of dividends and
other distributions, if any, which theretofore became payable with respect to
such full shares of Huntington Common Stock, but which have not theretofore
been paid on such stock. No interest shall be payable with respect to the
payment of any dividends or other distributions. All such dividends or other
distributions unclaimed at the end of one year from the Effective Date shall
be repaid by the Exchange Agent to Huntington, and thereafter the holders
of such outstanding certificates for Security National Common Stock shall
look, subject to applicable escheat, unclaimed funds, and other laws, as
general creditors only to Huntington for payment thereof.
The stock transfer books of Security National will be closed at the
close of business two business days prior to the Effective Date.
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Huntington is empowered to adopt additional reasonable rules and
regulations with respect to the matters referred to above, not inconsistent
with the provisions of the Merger Agreement.
TERMS OF THE WARRANTS
On July 12, 1994, pursuant to the terms of the Warrant Purchase
Agreement, Security National issued the Warrants to Huntington. The
Warrants give Huntington or a subsequent holder of the Warrants
(collectively, the "Holder") the right to purchase, under certain specified
circumstances, a total of up to 500,600 shares of Security National Common
Stock (the "Warrant Stock"), representing 24.9% of the outstanding shares of
Security National Common Stock (after giving effect to the issuance of the
Warrant Stock), at a price of $25.56 per share (the "Warrant Price").
The Warrants cannot be exercised by the Holder without the consent of
Security National except upon the occurrence of any of the following events:
(i) any willful material breach of the Merger Documents by Security National or
Security Bank or any other material breach of the Merger Documents by Security
National or Security Bank which would permit Huntington to terminate the
Merger Documents that is caused by or arises from any act or failure to act by
Security National, Security Bank, or persons acting on the behalf of Security
National or Security Bank, in a manner that is contrary to or inconsistent
with their obligations under the Merger Documents or the Warrant; (ii) prior
to the Special Meeting, any person or group of persons submits a proposal to
Security National relating to the possible sale or other disposition of more
than 25% of the capital stock or any class of voting securities, or a majority
of the assets, of Security National or Security Bank, a merger or consolidation
involving Security Bank other than a transaction in which Security National
would be the owner of all of the stock of the surviving corporation, or a
merger or consolidation involving Security National other than a transaction in
which Security National would be the surviving corporation and the current
shareholders of Security National would own the majority of the stock of the
surviving corporation (an "Acquisition Transaction") and, on or before January
12, 1996, Security National consummates such Acquisition Transaction; (iii)
prior to the Special Meeting, a person or group of persons commences a tender
or exchange offer to acquire equity securities of Security National which,
after giving effect to such offer, such person or group would own or have the
right to acquire a majority equity interest in Security National (a "Tender
Offer") and such equity interest is acquired pursuant to such Tender Offer on
or before January 12, 1996; or (iv) Security National enters into an agreement
with respect to an Acquisition Transaction after July 12, 1994, and such
transaction is consummated on or before January 12, 1996. The Warrant
terminates on the earliest of: (i) six months after the occurrence of the first
to occur of any of the events described in the preceding sentence; (ii) the
Effective Date; or (iii) six months after the termination of the Merger
Documents pursuant to the terms thereof.
The Warrant and Warrant Purchase Agreement contain anti-dilution
provisions and provisions granting the Holder certain registration and
repurchase rights. In addition, Security National is required to
repurchase the Warrants from the Holder, at the Holder's option, any
time after the Warrants become exercisable and prior to the expiration
thereof. The repurchase price is equal to the difference between the
"Market/Offer Price" (defined below) and the Warrant Price, multiplied by the
number of shares for which the Warrants being surrendered by the Holder may
then be exercised, but only if the Market/Offer Price is greater than the
Warrant Price. In addition, at the request of the owner of Warrant Stock,
Security National shall repurchase all of the shares of the Warrant Stock at a
price equal to the greater of the Warrant Price and the Market/Offer Price,
multiplied by the number of shares so purchased and being surrendered
thereunder. The Market/Offer Price means the highest of the price per share
at which a tender offer has been made, the price per share to be paid
therefor by any third party pursuant to an agreement with Security National,
and the highest closing price per share of Security National Common
Stock within the four-month period immediately preceding the date the
Holder gives notice of the required repurchase of the Warrant or the owner of
Warrant Stock gives notice of the required repurchase of such Warrant Stock.
The Warrant, once exercisable, or any Warrant Stock may be sold or
transferred only by private placement to the parties who would thereby be
able to acquire not more than 2% of the then outstanding shares of Security
National Common Stock or through underwriters in a public and dispersed
distribution. Prior to such transfer, Security National
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has a right of first refusal for not less than all of the shares
covered by or issued pursuant to the Warrant, at the price set by the holder
thereof for private placement or public sale.
THE SUBSIDIARY MERGER
Immediately after the consummation of the Merger, and effective as of
the Effective Date, the name of Security Bank will be changed to The
Huntington National Bank of Florida and HFSB, Huntington's wholly owned
subsidiary headquartered in Sebring, Florida, will be merged into The
Huntington National Bank of Florida (formerly Security Bank) under the
charter of The Huntington National Bank of Florida. The Huntington National
Bank of Florida will survive the merger and will remain a national bank and
the separate existence of HFSB will cease.
COVENANTS OF THE PARTIES
The Merger Agreement provides, among other things, that Huntington
Florida and Security National will use their best efforts to take all
actions and to do all things necessary, proper, or advisable under
applicable law to consummate the Merger as soon as reasonably practicable on
or after May 1, 1995, subject to the approval of the Merger Documents by the
Security National shareholders, the receipt of all required regulatory
approvals, and the expiration of all required regulatory waiting periods.
The Supplemental Agreement provides, among other things, that, from
January 1, 1995, until the Effective Date, Security National and Security
Bank will conduct their respective operations only in the ordinary and
usual course of business and will use their best efforts to preserve
intact their business organizations, assets, prospects, and business
relationships, to keep available the services of their officers and
employees, and to maintain existing relationships with other entities.
In addition, the Supplemental Agreement provides that, neither
Security National nor Security Bank can, directly or indirectly, solicit,
encourage, initiate, entertain, consider, or participate in any
negotiations or discussions with respect to any "Acquisition Proposal"
(defined to include any inquiries, offers, or proposals by any other
corporation, firm, association, person, or entity relating to the possible
sale or other disposition of more than 25% of the shares of capital stock
or a majority of the assets of Security National or Security Bank; the
merger or consolidation involving Security Bank, other than a transaction
in which Security National will be the owner of all of the stock of the
surviving corporation; or a merger or consolidation involving Security
National, other than a transaction in which Security National will be the
surviving corporation and the current shareholders of Security National will
be the owners of a majority of the stock of the surviving corporation
following the transaction); will not disclose any information not
customarily disclosed to, or provide access to its properties, books, or
records to, or otherwise assist or encourage, any person or entity in
connection with any Acquisition Proposal; and will give Huntington prompt
notice of any such Acquisition Proposals. Notwithstanding the above,
Security National and Security Bank are entitled to entertain, consider,
participate in negotiations and discussions regarding, and disclose
information in connection with, an unsolicited Acquisition Proposal to the
extent that the Board of Directors of Security National determines in good
faith, after consultation with Robinson-Humphrey, as financial adviser to
Security National, with respect to the financial aspects of the unsolicited
Acquisition Proposal and the Merger, and with legal counsel to Security
National, that failure to consider or participate in such negotiations or
discussions would be inconsistent with the fiduciary obligations of the
directors of Security National to the shareholders of Security National.
Huntington has agreed that, upon consummation of the Merger, the
existing employment agreement of Michael W. Sheffey, President and Chief
Executive Officer of Security National and Security Bank, will remain in
effect until terminated in accordance with the provisions of the agreement;
however, Security National must obtain a written agreement from Mr. Sheffey to
accept the benefits provided under applicable Huntington benefit plans in
lieu of the benefits provided under Security National's benefit plans.
Huntington has also agreed to assume certain obligations of Security National
to indemnify and defend the directors and officers of Security National in
connection with such
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persons' status or services as directors and officers of Security
National. See "THE MERGER - INTERESTS OF MANAGEMENT."
The Supplemental Agreement also provides that Huntington and
Huntington Florida will use their reasonable best efforts to coordinate
the conversion of any pension or other employee benefit plans, practices,
or policies of Security National or Security Bank into similar plans of
Huntington, to the extent such plans are maintained by Huntington, and to
give credit to any employee of Security National or Security Bank who becomes
an employee of Huntington Florida following the consummation of the Merger
for all service with Security National or Security Bank prior to the
Effective Time for purposes of eligibility, vesting, and all other purposes
(other than for the purpose of benefit accrual under any plans maintained by
Huntington) for which such service is taken into account or recognized, to
the extent feasible and permissible under all applicable laws and regulations
and the applicable terms of Huntington's employee benefit plans.
CONDITIONS TO CONSUMMATION OF THE MERGER
The Merger will occur only if the Merger Agreement and the
Supplemental Agreement are approved by the affirmative vote of the holders of a
majority of the outstanding shares of Security National Common Stock.
Consummation of the Merger is subject to the satisfaction of certain other
conditions, including: (i) the receipt of approvals of the Merger by the
Federal Reserve Board or its delegate, the State of Florida, and any other
governmental authority having jurisdiction, and the expiration of any
applicable waiting periods, with no such approval containing any provision
which would be materially adverse to the business of Huntington or Huntington
Florida; (ii) the absence of any lawsuit, governmental investigation, or
administrative proceeding, or threat thereof which materially questions the
validity or legality of the Merger; (iii) the receipt by Huntington, Huntington
Florida, and Security National of certain legal opinions from counsel,
including an opinion regarding certain tax aspects of the Merger; and (iv) the
receipt by Security National of an opinion from Robinson-Humphrey, dated as of
the Effective Date, stating that, from a financial point of view, the terms of
the Merger as provided in the Merger Agreement are fair to the Security
National shareholders.
The obligation of Security National to consummate the Merger is
further conditioned on the representations and warranties of Huntington
contained in the Supplemental Agreement being true and correct in all material
respects on the Effective Date; the obligations of Huntington and Huntington
Florida to be performed pursuant to the Merger Documents on or before the
Effective Date having been performed in all material respects; and the receipt
by Security National of a certificate from an officer of Huntington to the
effect that the Registration Statement has become effective by order of the
Commission, the Huntington Common Stock to be exchanged in the Merger has been
qualified or is exempt under all applicable state securities laws, and there
has been no pending or threatened stop order with respect thereto.
The obligations of Huntington and Huntington Florida to consummate
the Merger are subject to fulfillment on or before the Effective Date of the
following additional conditions precedent: (i) the representations and
warranties of Security National contained in the Supplemental Agreement being
true and correct in all material respects on the Effective Date, and the
obligations of Security National to be performed pursuant to the Merger
Documents on or before the Effective Date having been performed in all
material respects; (ii) the delivery by each director, officer, and other
person who is deemed an "affiliate" of Security National and their affiliates
to Huntington prior to the Effective Date of a written agreement providing that
such person will not sell, pledge, transfer, or otherwise dispose of the shares
of Huntington Common Stock to be received by such person in connection with the
Merger unless certain conditions are met; (iii) the absence of any material
adverse change in the consolidated results of operations, financial condition,
properties, or business of Security National since December 31, 1993; (iv) the
receipt by Huntington of commitments for owners' and leasehold title insurance
policies insuring Security National's or Security Bank's ownership and
leasehold interests in and to all real estate owned or leased by Security
National or Security Bank, together with such endorsements to such policies as
Huntington may reasonably request; (v) the receipt by Huntington of surveys of
certain parcels of real property owned by Security National or Security Bank;
(vi) the total shareholders' equity of Security National and Security Bank on
a consolidated basis as of the end of the most recent calendar quarter
preceding the
- 23 -
Effective Date and as of the Effective Date being not less than the total
shareholders' equity of Security National and Security Bank on a consolidated
basis as of December 31, 1994; (vii) the receipt by Huntington from Security
National of a certificate that all necessary steps have been taken for the
conversion of Security National stock options held by employees to Huntington
stock options and the termination of all non-employee stock options and the
receipt by Huntington of an agreement signed by each holder of a Security
National stock option outstanding on the Effective Date with respect to the
conversion of such option to a Huntington stock option; (viii) Security
National and Security Bank having obtained all consents required for the
prevention of any default under any material contract or license to which
either of them is a party; (ix) the receipt by Huntington of letters from
Security National's independent certified public accountants as of the
Effective Date with respect to certain financial information and from
Huntington's independent certified public accountants as of the Effective Date
to the effect that the Merger will qualify for pooling-of-interest accounting
treatment; and (x) dissenters' rights having not been asserted with respect to
more than five percent of the outstanding shares of Security National Common
Stock (see "THE MERGER - APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS").
On July 26, 1994, Security National delivered to Huntington a
memorandum (as may be amended from time to time prior to the Effective Date,
the "Disclosure Memorandum") which sets forth information and exceptions
pertaining to the representations and warranties made by Security National in
the Supplemental Agreement and attaches copies of all contracts, commitments,
leases, deeds, agreements, and other documents relating to the same. As an
additional condition precedent, Huntington must have completed its review of
the Disclosure Memorandum and its due diligence review of Security National and
Security Bank and be satisfied, in its sole discretion, that such reviews have
not disclosed any material adverse facts, problems, or conditions. The
conditions precedent relating to these reviews will be deemed to have been
satisfied on the thirtieth day following receipt by Huntington of Security
National's audited financial statements for the fiscal year ended December 31,
1994, unless, prior to such time, Huntington has notified Security National
that it is not satisfied, in which case Security National has an additional
period of five business days to cure the defect or defects to the satisfaction
of Huntington.
Huntington, Huntington Florida, and Security National may waive any
inaccuracies in the representations and warranties of the other parties
contained in the Merger Documents or in any document delivered pursuant
thereto, and may waive compliance by the other parties with any of the
conditions, covenants, and agreements contained in the Merger Documents.
AMENDMENT; TERMINATION
The Merger Agreement may be amended by Huntington Florida and Security
National, and the Supplemental Agreement may be amended by Huntington,
Huntington Florida, and Security National, at any time prior to the Effective
Time, by mutual agreement authorized by their respective boards of directors
and evidenced by a written agreement, provided that, after the Security
National shareholders have approved the Merger Agreement, the formula
determining the number of shares of Huntington Common Stock into which shares
of Security National Common Stock are to be converted may not be changed
without the approval of the holders of a majority of the issued and outstanding
shares of Security National Common Stock.
The Merger Documents will terminate on December 31, 1995, unless a
later date is agreed upon in writing by the parties. The Merger Documents
will also terminate if the Average Closing Sale Price of Huntington Common
Stock is above $25.5625 or below $15.3375 (as adjusted for the Huntington 5 for
4 Stock Split) and, in either case, Huntington elects to terminate the Merger
rather than proceeding with the Merger at an adjusted price or renegotiating
the pricing terms of the Merger (see "THE MERGER - TERMS OF THE MERGER").
In addition, the Merger Documents may be terminated and the Merger may
be abandoned at any time prior to the Effective Time as follows: (i) by mutual
consent, evidenced in writing, of the Boards of Directors of Huntington,
Huntington Florida, and Security National; (ii) by the Board of Directors of
Huntington if any condition precedent to performance by Huntington and
Huntington Florida has not been satisfied or waived, if Security National has
not performed in any material respect its obligations and agreements under the
Merger Documents, or if the representations
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of Security National set forth in the Supplemental Agreement are incorrect in
any material respect when made; (iii) by the Board of Directors of Security
National if any condition precedent to performance by Security National has not
been satisfied or waived, if Huntington and Huntington Florida have not
performed in any material respect their obligations and agreements under the
Merger Documents, or if the representations of Huntington set forth in the
Supplemental Agreement are incorrect in any material respect when made.
The Supplemental Agreement provides that Security National shall pay
to Huntington a termination fee of $1,500,000 as liquidated damages if (i) an
Acquisition Proposal is submitted to and approved by the shareholders of
Security National prior to the Effective Time, or (ii) an Acquisition Proposal
is received by Security National, Security Bank, or Security National's
shareholders prior to the Special Meeting, or Security National's Board of
Directors fails to recommend to the shareholders approval of the Merger
Documents or withdraws its recommendation previously made, or Security
National's Board of Directors fails to solicit proxies of Security National's
shareholders to approve the Merger, and, in any such case, the shareholders of
Security National fail to approve the Merger Documents at the Special Meeting.
The Supplemental Agreement provides that, upon payment of this termination fee,
Security National and Security Bank would have no further liability under the
Merger Documents other than with respect to the Warrants and Warrant Purchase
Agreement.
Except as otherwise specified in the Merger Documents, all expenses
incurred by or on behalf of the parties in connection with the authorization,
preparation, execution, and consummation of the Merger Documents, including,
without limitation, all fees and expenses of agents, representatives, and
counsel employed by the parties and taxes, if any, must be borne solely by the
party which incurred such expenses. In the event of a termination of the
Merger, the Merger Documents will become void and there will be no further
obligation or liability on the part of Huntington, Huntington Florida, or
Security National, or their respective shareholders, directors, or officers,
except with respect to certain obligations regarding the confidentiality of
certain information relating to the other party or parties to the Merger and
the payment of the termination fee and certain expenses, as described above.
APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS
The appraisal rights of objecting shareholders of Security National
are governed by the provisions of Section 262 of the Delaware General
Corporation Law. Pursuant to the provisions of Section 262, any shareholder
holding shares of Security National Common Stock on the date of the making of a
demand for appraisal rights under Section 262 who (i) continuously holds such
shares through the Effective Date, (ii) does not vote in favor of the Merger,
and (iii) otherwise complies with certain procedural requirements specified in
Section 262, has the right to an appraisal by the Delaware Court of Chancery of
the fair value of such shares. The following summary and description of the
statutory appraisal rights of objecting shareholders is qualified in its
entirety by reference to the terms of Section 262, a copy of which is attached
hereto as Exhibit D. EACH STEP MUST BE TAKEN IN STRICT COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THE APPRAISAL RIGHTS STATUTE IN ORDER FOR A
SHAREHOLDER OF SECURITY NATIONAL TO PERFECT HIS OR HER APPRAISAL RIGHTS.
Each Security National shareholder electing to demand the appraisal of
his or her shares must deliver to Security National, before the taking of the
vote on the merger at the Special Meeting, a separate written demand for
appraisal of his shares (a "Demand for Appraisal"). Such Demand for Appraisal
will be sufficient if it reasonably informs Security National of the identity
of the shareholder and that the shareholder intends thereby to demand the
appraisal of his shares. A PROXY OR VOTE AGAINST THE MERGER WILL NOT
CONSTITUTE A DEMAND FOR APPRAISAL. Within 10 days after the Effective Date of
the Merger, Huntington Florida will notify each former Security National
shareholder who (i) continuously held his or her shares of Security National
Common Stock from the date of the Demand for Appraisal through the Effective
Date, (ii) did not vote in favor of the Merger, and (iii) otherwise complied
with the procedural requirements specified in Section 262 (an "Objecting
Shareholder") of the Effective Date of the Merger.
Within 120 days after the Effective Date of the Merger, Huntington
Florida or any Objecting Shareholder may file a petition in the Delaware Court
of Chancery demanding a determination of the value of the shares of Security
National Common Stock of all such Objecting Shareholders. Notwithstanding the
foregoing, at any time within 60 days
- 25 -
after the Effective Date of the Merger, any Objecting Shareholder has the right
to withdraw his or her Demand for Appraisal and to accept the terms offered
upon the Merger. Within 120 days after the Effective Date of the Merger, any
Objecting Shareholder, upon written request, shall be entitled to receive from
Huntington Florida a statement setting forth the aggregate number of shares
not voted in favor of the Merger and with respect to which demands for
appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the Objecting Shareholder
within 10 days after his or her written request for such a statement is
received by Huntington Florida.
Upon the filing of any such petition by an Objecting Shareholder,
service of a copy thereof must be made upon Huntington Florida which must,
within 20 days after such service, file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all Objecting Shareholders with whom agreements as to
the value of their shares have not been reached by Huntington Florida. If the
petition is filed by Huntington Florida, the petition must be accompanied by
such a duly verified list. The Register in Chancery, if so ordered by the
Court, will give notice of the time and place fixed for the hearing of such
petition by registered or certified mail to Huntington Florida and to the
Objecting Shareholders shown on the list at the addresses therein stated.
Such notice shall also be given by one or more publications at least one week
before the day of the hearing, in a newspaper of general circulation published
in the City of Wilmington, Delaware, or such other publication as the Court
deems advisable. The forms of the notices by mail and by publication must be
approved by the Court, and the costs of such notices must be borne by
Huntington Florida.
At the hearing on such petition, the Court will determine the
Objecting Shareholders who have become entitled to appraisal rights. The Court
may require the Objecting Shareholders to submit their certificates formerly
representing their shares of Security National Common Stock to the Register in
Chancery for notation thereon of the pendency of the appraisal proceedings. If
any Objecting Shareholder fails to comply with such direction, the Court may
dismiss the proceedings as to such Objecting Shareholder.
After determining the Objecting Shareholders entitled to an appraisal,
the Court will appraise the shares, determining their fair value EXCLUSIVE OF
ANY ELEMENT OF VALUE ARISING FROM THE ACCOMPLISHMENT OR EXPECTATION OF THE
MERGER, together with a fair rate of interest, if any, to be paid upon the
amount determined to be the fair value. In determining such fair value, the
Court will take into account all relevant factors. In determining the fair
rate of interest, the Court may consider all relevant factors, including the
rate of interest which Huntington Florida would have had to pay to borrow money
during the pendency of the proceeding. Upon application by Huntington Florida
or by any Objecting Shareholder entitled to participate in the appraisal
proceeding, the Court may, in its discretion, permit discovery or other
pretrial proceedings and may proceed to trial upon the appraisal prior to the
final determination of the Objecting Shareholders entitled to an appraisal.
Any Objecting Shareholder whose name appears on the list filed by Huntington
Florida and who has submitted his or her certificates of stock to the Register
in Chancery, if such is required, may participate fully in all appraisal
proceedings until it is finally determined that such Objecting Shareholder is
not entitled to appraisal rights under Section 262.
The Court will direct the payment of the fair value of the shares,
together with interest, if any, by Huntington Florida to the shareholders
entitled thereto upon the surrender to Huntington Florida of the certificates
representing such stock. Interest may be simple or compound, as the Court may
direct. The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of an Objecting Shareholder, the Court may order all or a portion
of the expenses incurred by any Objecting Shareholder in connection with the
appraisal proceeding, including, without limitation, reasonable attorney's fees
and the fees and expenses of experts, to be charged pro rata against the value
of all the shares entitled to an appraisal.
From and after the Effective Date of the Merger, no Objecting
Shareholder shall be entitled to vote his or her shares of Security National
Common Stock for any purpose or to receive payment of dividends or other
distributions on such stock (except dividends or other distributions payable to
shareholders of record at a date which is prior to the Effective Date of the
Merger); provided, however, that if no petition for an appraisal is filed
within 120 days after the Effective Date of the Merger, or if an Objecting
Shareholder delivers to Huntington Florida a written withdrawal of his or her
Demand for Appraisal and an acceptance of the Merger, either within 60 days
after the Effective Date of the
- 26 -
Merger, or thereafter with the written approval of Huntington Florida, then
the right of such shareholder to an appraisal shall cease. Notwithstanding the
foregoing, no appraisal proceeding in the Court of Chancery will be dismissed
as to any Objecting Shareholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems just.
Security National shareholders who choose to perfect their appraisal
rights under Delaware law and receive cash rather than shares of Huntington
Common Stock in the Merger will recognize gain or loss for federal income tax
purposes (see "THE MERGER - FEDERAL INCOME TAX CONSEQUENCES").
INTERESTS OF MANAGEMENT
Huntington has agreed that, upon consummation of the Merger, the
employment agreement, dated November 19, 1987, between Security Bank and
Michael W. Sheffey, President and Chief Executive Officer of Security National
and Security Bank, will remain in effect until terminated in accordance with
the provisions of the agreement; however, Security National must obtain a
written agreement from Mr. Sheffey to accept the benefits provided under
applicable Huntington benefit plans in lieu of the benefits provided under
Security National's benefit plans. The employment agreement is for a term of
three years, which is automatically renewed for a period of three years on
November 19th each year, until such time as Mr. Sheffey receives written notice
from Security Bank that the term will no longer be automatically renewed, in
which event the agreement will terminate three years from the first November
19th occurring after the date such notice is given. On November 19, 1994, the
employment agreement was automatically renewed for a term ending on November
19, 1998.
Notwithstanding the above, the agreement provides that Mr. Sheffey's
employment will be automatically terminated upon his death or disability, if
such disability continues for six months or more, and may be terminated by
Security Bank for "cause" at any time upon 30 days prior written notice stating
the facts constituting the "cause," during which time Mr. Sheffey may cure the
state of affairs that constituted the "cause." The term "cause" is limited to
(i) Mr. Sheffey's willful gross neglect or willful gross misconduct in carrying
out his duties causing material harm to Security Bank; (ii) Mr. Sheffey's
willful failure to substantially perform his duties after demand is made by the
Board of Directors specifically identifying the problem; (iii) an order of a
federal bank regulatory agency or court of competent jurisdiction requiring Mr.
Sheffey's termination, (iv) the conviction of a felony or fraud by Mr. Sheffey;
or (v) conduct of such moral turpitude that Mr. Sheffey's reputation is
impugned to such extent as to render him ineffective in his position. Upon
termination of employment voluntarily by Mr. Sheffey or for "cause" by action
of Security Bank, Mr. Sheffey will be paid only his base salary and expenses
earned or incurred but unpaid at the time of termination. Upon termination of
employment by Security Bank other than for "cause," or by reason of Mr.
Sheffey's death or by Mr. Sheffey because Security Bank breached the employment
agreement, Security Bank must pay Mr. Sheffey the full amount of the base
salary for the remainder of the term of the employment agreement. Termination
of the agreement, except for "cause," will not adversely affect Mr. Sheffey's
right to receive any of the other compensation or benefits to which he would
have been entitled but for such termination. Upon termination of the
employment by reason of Mr. Sheffey's disability for a period of six months or
more, Security Bank must pay Mr. Sheffey 50% of his base salary for the
remainder of the term under the agreement.
The agreement provides that the base salary and automobile allowance
paid to Mr. Sheffey will be reviewed annually by the Board of Directors of
Security Bank and adjusted in a manner consistent with Security Bank's practice
of reviewing the salaries of senior executive personnel. Mr. Sheffey's current
annual salary is $134,000. In addition, Mr. Sheffey is entitled to participate
in such employee benefits, including bonuses, and other perquisites as are
generally made available by Security Bank to its executive employees. The
agreement provides that Mr. Sheffey will not compete with Security Bank within
any county in which Security Bank or its holding company has a facility or
within 50 miles of any such county for a period of (i) three years if Mr.
Sheffey breaches the employment agreement or is terminated for "cause," or
(ii) three months if Mr. Sheffey is terminated by Security Bank other than for
"cause" or by reason of Mr. Sheffey's disability.
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Upon the consummation of the Merger, it is Huntington's intention to
elect Mr. Sheffey to the Board of Directors of Huntington Florida and to
appoint him President, Chief Executive Officer, and Treasurer of Huntington
Florida. In addition, it is the intention of the Board of Directors of
Huntington Florida to retain Messrs. Sheffey, Stephen F. Foreman, John J.
Jennings, Mitchel J. Laskey, Bert E. Roper, Jeffrey C. Schenck, Benjamin P.
Sibley, and Phillip L. Tasker on the Board of Directors of The Huntington
National Bank of Florida following the consummation of the Subsidiary
Merger. See "HUNTINGTON BANCSHARES INCORPORATED - HUNTINGTON FLORIDA AND
HFSB."
Under the terms of the Merger Agreement, upon the consummation of the
Merger, all outstanding options to purchase shares of Security National Common
Stock previously granted to employees of Security National or Security Bank
will be converted into options to purchase shares of Huntington Common Stock
under a Huntington stock option plan. See "THE MERGER - TERMS OF THE MERGER."
Currently twelve employees of Security National hold options to purchase a
total of 144,000 shares of Security National Common Stock, at option
prices ranging from $10.00 to $14.00 per share, depending on when the options
were granted.
Huntington Florida has acknowledged that, by operation of law, upon
effectiveness of the Merger, it will assume all legally enforceable
obligations of Security National to indemnify and defend the directors and
officers of Security National to the same extent that Security National had to
indemnify and defend such persons immediately prior to the Effective Time
in connection with such persons' status or services as directors and
officers of Security National.
FEDERAL INCOME TAX CONSEQUENCES
The summary of the federal income tax consequences set forth below
is based on the Internal Revenue Code of 1986, as amended (the "Code"), is
for general information only, and is not intended to be tax advice to any
particular shareholder of Security National. The specific tax treatment
of each particular shareholder will also depend upon the particular facts
and circumstances applicable to such shareholder. Special tax
considerations not discussed herein may be applicable to particular classes of
taxpayers, such as broker-dealers, or to any shareholder who acquired his
Security National Common Stock through the exercise of an employee stock option
or otherwise as compensation.
All shareholders should consult with their own tax advisors as to
particular tax consequences of the Merger to them, including the applicability
and effect of state, local, and foreign tax laws and possible changes in
the tax law.
Under present federal income tax law, and based upon certain
assumptions and certain representations of the parties, and assuming the
Merger is consummated in the manner set forth in the Merger Agreement, the
following is a summary of the federal income tax consequences which will
result:
(a) The Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of
the Code and Security National, Huntington, and Huntington
Florida will each be a party to the reorganization within the
meaning of Section 368(b) of the Code.
(b) The basis of the assets of Security National to be acquired by
Huntington Florida will be the same in the hands of Huntington
Florida as the basis of those assets in the hands of Security
National immediately prior to the Merger.
(c) The holding period of the assets of Security National to be
received by Huntington Florida will, in each instance, include
the period for which such assets were held by Security National.
(d) No gain or loss will be recognized by Huntington or Huntington
Florida upon the acquisition by Huntington Florida of
substantially all of the assets of Security National in exchange
for shares of Huntington Common Stock, the assumption by
Huntington Florida of the liabilities of Security National, the
payment of cash in lieu of fractional shares of Huntington
Common Stock, and the payment of cash to Objecting Shareholders,
if any.
- 28 -
(e) Huntington Florida will succeed to and take into account the items
of Security National described in Section 381(c) of the Code,
subject to the conditions and limitations of Sections 381,
382(b), 383, and 384 of the Code and the Treasury Regulations
thereunder.
(f) No gain or loss will be recognized by Security National upon the
transfer of substantially all of its assets to Huntington
Florida in exchange for shares of Huntington Common Stock, the
assumption by Huntington Florida of the liabilities of Security
National, the payment of cash in lieu of fractional shares of
Huntington Common Stock, and the payment of cash to Objecting
Shareholders, if any.
(g) No gain or loss will be recognized by the shareholders of
Security National who exchange their shares of Security
National Common Stock for shares of Huntington Common Stock,
except to the extent of any cash received in lieu of a
fractional share of Huntington Common Stock.
(h) The basis of the shares of Huntington Common Stock to be received
by Security National shareholders who receive solely shares of
Huntington Common Stock will be the same as the basis of the
shares of Security National Common Stock surrendered in exchange
therefor.
(i) The holding period of the shares of Huntington Common Stock to be
received by a particular Security National shareholder will
include the holding period of the shares of Security National
Common Stock surrendered in exchange therefor, provided that the
shares of Security National Common Stock were held as a capital
asset in the hands of such Security National shareholder on the
Effective Date.
(j) Where solely cash is received by a shareholder of Security
National in exchange for such shareholder's Security National
Common Stock pursuant to the exercise of appraisal rights, the
cash will be treated as having been received by such shareholder
as a distribution in redemption of his Security National Common
Stock, subject to the provisions and limitations of Section 302
of the Code. Where as a result of such distribution a
shareholder owns no shares of Huntington Common Stock either
directly or through the application of Section 318(a) of the
Code, the redemption will be a complete termination of interest
within the meaning of Section 302(b)(3) of the Code and such
cash will be treated as a distribution in full payment in
exchange for such shareholder's shares of Security National
Common Stock, as provided in Section 302(a) of the Code. Under
Section 1001 of the Code, gain or (subject to the limitations of
Section 267 of the Code) loss will be realized and recognized to
such shareholder in an amount equal to the difference between the
amount of such cash and the adjusted basis of the shares of
Security National Common Stock surrendered, as determined under
Section 1011 of the Code.
(k) The payment of cash in lieu of fractional share interests of
Huntington Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of
the exchange and then were redeemed by Huntington. These cash
payments will be treated as having been received as distributions
in full payment in exchange for the Huntington Common Stock
redeemed subject to the conditions and limitations of Section 302
of the Code.
(l) While not free from doubt, holders of options to acquire shares
of Security National Common Stock that are incentive stock
options will not recognize any gain or loss solely as a result of
the conversion of such options on the Effective Date into options
to acquire shares of Huntington Common Stock.
Consummation of the Merger is dependent upon receipt by Huntington,
Huntington Florida, and Security National of an opinion of Porter, Wright,
Morris & Arthur, counsel to Huntington and Huntington Florida, substantially to
the effect that, for federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code and will result
in the tax consequences described above. Unlike a ruling, an opinion of
counsel is not binding upon the Internal Revenue Service ("IRS"), and there can
be no assurance that the IRS will not take a position contrary to the positions
reflected in such opinion or that such opinion will be upheld by the courts if
challenged by the IRS.
- 29 -
Cash payments to holders of Security National Common Stock (other
than certain exempt entities and persons), whether in the form of cash paid
in lieu of fractional share interests of Huntington Common Stock or cash paid
to Objecting Shareholders, will be subject to a 31% backup withholding tax
under federal income tax law unless certain requirements are met.
Generally, the Exchange Agent will be required to deduct and withhold the
tax if (i) the shareholder fails to furnish a taxpayer identification
number ("TIN") to the Exchange Agent or fails to certify under penalty of
perjury that such TIN is correct; (ii) the IRS notifies the Exchange Agent
that the TIN furnished by the shareholder is incorrect; (iii) the IRS
notifies the Exchange Agent that the shareholder has failed to report
interest, dividends, or original issue discount in the past; or (iv) there
has been a failure by the shareholder to certify under penalty of perjury that
such shareholder is not subject to backup withholding tax. Any amounts
withheld by the Exchange Agent in collection of the backup withholding tax
will reduce the federal income tax liability of the shareholder from whom
such tax was withheld. The TIN of an individual shareholder is that
shareholder's Social Security number.
ACCOUNTING TREATMENT
It is anticipated that the Merger will be accounted for as a
pooling of interests.
REGULATORY APPROVALS
The Federal Reserve Board or its delegate and the OCC must approve the
Merger and the Subsidiary Merger, respectively. The OTS must be provided notice
concerning the Subsidiary Merger. At the state level, the Florida Department
must approve the acquisition by Huntington of a bank holding company, and
thereby of a bank, in the State of Florida.
Approval by the Federal Reserve Board of the Merger is subject to the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). The BHC Act
provides that no bank holding company may, without the prior approval of the
Federal Reserve Board, directly or indirectly acquire ownership or control of
more than 5 percent of the voting shares of any bank, and that no company not
already a bank holding company may, without such approval, take any action that
causes it to become a bank holding company.
The BHC Act also provides that the Federal Reserve Board may not
approve any transaction (i) which would result in a monopoly or which would be
in furtherance of any combination or conspiracy to monopolize or to attempt to
monopolize the business of banking in any part of the United States, or (ii)
the effect of which in any section of the country may be to substantially
lessen competition, or tend to create a monopoly, or which in any other matter
might restrain trade, unless the Federal Reserve Board finds that the anti-
competitive effects of the proposed transaction are clearly outweighed in the
public interest by the probable effect of the transaction in meeting the
convenience and needs for the communities to be served.
In conducting its review of any application for approval under the BHC
Act, the Federal Reserve Board is required to consider the financial and
managerial resources and future prospects of the institutions concerned, and
the convenience and needs of the communities to be served. The Federal Reserve
Board may deny an application if it determines that the financial or managerial
resources of the acquiring bank holding company are inadequate.
The BHC Act provides further that a transaction approved by the
Federal Reserve Board may not be consummated for 30 days after approval by the
Federal Reserve Board in order to allow for review by the Department of Justice
under the federal antitrust laws. If, however, the Department of Justice does
not commence a legal action during this 30-day period, it may not thereafter
challenge the transaction except in an action commenced under Section 2 of the
Sherman Antitrust Act. The Federal Reserve Board may, with the concurrence of
the Department of Justice, reduce the 30-day review period to 15 days.
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Approval by the OCC of the Subsidiary Merger is subject to the
Bank Merger Act and the so-called Oakar provisions of the Federal Deposit
Insurance Act (12 U.S.C. 1815(d)(3)). The OCC is the responsible federal
regulatory agency for a merger of another depository institution with and
into a national bank, and its prior approval on the basis of Bank Merger
Act provisions is required for such transactions, including Oakar
transactions. In conducting its review of any application under the Bank
Merger Act, the OCC is required to consider the same factors relating to
monopoly and to the financial and managerial resources of the institutions
concerned as the Federal Reserve Board is under the BHC Act. Mergers
approved by the OCC are subject to the same 30-day antitrust waiting period
as are bank holding company mergers approved by the Federal Reserve Board.
The OTS has determined that, where an Oakar merger does not result in
a surviving savings association, a notification will suffice in place of an
application. The OTS has therefore imposed a notification requirement, and
will advise the responsible agency in the event OTS has any regulatory concerns
regarding the institutions involved in the merger.
The acquisition by an out of state bank holding company of a Florida
bank holding company, and thereby the acquisition of a national or state bank
located entirely in Florida, requires the approval of the Florida Department,
pursuant to the Florida Reciprocal Banking Act. In considering such approval,
the Florida Department is required to determine that the laws of the state in
which the out of state holding company making the acquisition has its principal
place of business permit Florida bank holding companies to acquire banks and
bank holding companies in that state, and must subject its approval to any
conditions, restrictions, requirements, or other limitations that would apply
in the other state to an acquisition by a Florida bank or bank holding company
but that would not apply to acquisitions in that other state by the state's own
banks or bank holding companies.
The BHC Act and the Bank Merger Act provide for the publication of
notice of, and the opportunity for administrative hearings relating to, the
respective applications for approval noted and described above. Interested
parties may intervene in the approval proceedings. If an interested party
intervenes, such intervention could substantially delay the regulatory
approvals required for consummation of the Merger. The Florida Reciprocal
Banking Act also requires publication of notice of the proposed transaction.
Applications to the Federal Reserve Board, the OCC, and the Florida
Department, and a notification to the OTS, were submitted for filing on January
3, 1995.
The managements of Huntington and Security National believe that the
Merger and the Subsidiary Merger will be approved by the Federal Reserve Board
and the OCC, respectively; that the Florida Department will approve the
acquisition of Security National as a Florida bank holding company; and that
neither the Merger nor the Subsidiary Merger will be subject to challenge by
the Department of Justice under the antitrust laws. However, no assurance can
be provided that the Federal Reserve Board, the OCC, the Florida Department, or
the Department of Justice will concur in this assessment or that the approval
by the Federal Reserve Board, the OCC or the Florida Department will not
contain conditions unacceptable to either Huntington or Security National. See
"THE MERGER - CONDITIONS TO CONSUMMATION OF THE MERGER."
RESALES OF HUNTINGTON COMMON STOCK
Although the Huntington Common Stock to be issued upon consummation of
the Merger has been registered under the Securities Act of 1933, as
amended, certain directors and officers of Security National and other
persons deemed to be affiliates of Security National and their affiliates may
not resell or otherwise dispose of the shares of Huntington Common Stock
received by them in connection with the Merger unless such sales are made
pursuant to an effective registration under the Securities Act of 1933, as
amended, or pursuant to Rule 145 promulgated by the Commission or another
exemption from registration under such Act. Huntington, prior to the
Effective Date, will obtain from each of such persons a written undertaking
to the effect that no sale, pledge, transfer, or other disposition will be
made of any Huntington Common Stock received in the Merger except in
accordance with the above restrictions.
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EFFECT OF THE MERGER ON SHAREHOLDERS' RIGHTS
At the Effective Date, the Security National shareholders (other
than those shareholders who have perfected their appraisal rights - see
"THE MERGER - APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS") automatically
will become Huntington shareholders, and their rights as shareholders will
be determined by Maryland General Corporation Law and by Huntington's
Charter and Bylaws. The rights of Security National shareholders differ in
some respects from the rights they would have as shareholders of
Huntington. The following is a brief summary of the material differences in
the rights of Security National shareholders from the rights of shareholders
of Huntington; however, this summary does not purport to be a complete
description of such differences.
CAPITAL STOCK
Security National's Certificate of Incorporation authorizes the
issuance of 5,500,000 shares of capital stock, consisting of 5,000,000
shares of common stock, par value $1.00 per share, and 500,000 shares of
preferred stock, par value $1.00 per share ("Security National Preferred
Stock"). Security National's Certificate of Incorporation provides that
shares of Security National Preferred Stock may be issued from time to time
in one or more classes or series, each with a title or designation as fixed
by the Board of Directors prior to the issuance of any such shares. Each such
class or series of Security National Preferred Stock will have such voting
power, preferences, and other special rights and qualifications, limitations,
or restrictions as may be adopted from time to time by Security National's
Board of Directors. There are currently no shares of Security National
Preferred Stock outstanding.
Huntington's Charter authorizes the issuance of 206,617,808 shares
of capital stock, of which 200,000,000 shares are common stock, without
par value, and 6,617,808 shares are serial Preferred Stock, without par
value ("Huntington Serial Preferred Stock"). Huntington's Board of Directors
has the authority to classify and reclassify any unissued shares of
Huntington Serial Preferred Stock in one or more series with such
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualification, terms or conditions of
redemption, or other rights as may be authorized by the Board of Directors
of Huntington and stated in articles supplementary or other Charter
documents providing for the issuance of such Huntington Serial Preferred
Stock. Huntington Common Stock is subject to all of the terms and provisions
of the Huntington Serial Preferred Stock as fixed by the Board of
Directors. There are currently no shares of Serial Preferred Stock
outstanding.
Neither Security National shareholders nor Huntington shareholders
have any preemptive rights to purchase additional shares of stock upon an
offering or sale for cash or otherwise of such stock.
NOMINATION, ELECTION, AND REMOVAL OF DIRECTORS
Neither Delaware law nor Security National's Certificate of
Incorporation or Bylaws set forth specific procedures for the nomination
of persons for election to the Board of Directors of Security National.
Security National's Bylaws provide that the exact number of directors will be
fixed and determined from time to time by resolution adopted by the Board of
Directors. The Board of Directors has currently set the number of directors
at twelve. Security National's Certificate of Incorporation and Bylaws
provide that the directors will be divided into three classes and each class
must consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. At each annual meeting
of shareholders, successors to the class of directors whose term expires at
the annual meeting will be elected for a three-year term, thus the term of
office for one class of directors will expire each year. If the number of
directors is changed, any increase or decrease must be apportioned among
the classes so as to maintain the number of directors in each class as
nearly equal as possible. Neither Security National's Certificate of
Incorporation nor its Bylaws provide for cumulative voting. A director will
hold office until the annual meeting for the year in which his or her term
expires and until a successor is elected and qualified, subject, however,
to prior death, resignation, retirement, disqualification, or removal from
office. Under Security National's Bylaws, any director or the entire Board
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of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors. A director need not be a resident of the State of Delaware or
a shareholder of Security National.
Notwithstanding the foregoing, Security National's Certificate and
Bylaws provide that whenever the holders of any one or more classes or
series of Security National Preferred Stock has the right, voting
separately by class or series, to elect directors at an annual or special
meeting, the election, term of office, filling of vacancies, and other
features will be governed by the terms of the Certificate of Incorporation
or by resolutions adopted by the Board of Directors, and such directors
so elected will not be divided into classes, unless expressly provided
by such terms.
Huntington's Bylaws provide that, in order for a person to be
eligible for election as a director of Huntington, such person must be
nominated by or at the direction of Huntington's Board of Directors or by a
shareholder entitled to vote for the election of directors in accordance
with certain specified procedures. Shareholder nominations must be made
pursuant to timely written notice to the Secretary of Huntington. In most
cases, a shareholder's notice, to be timely, must be received at the
principal executive offices of Huntington not less than 30 days nor more
than 60 days prior to the date of a shareholders' meeting. The notice must
set forth certain specified information about the shareholder giving the
notice and the shareholder's proposed nominee.
Huntington's Charter currently provides for 12 directors, which
number may be altered by resolution of a majority of the entire Board of
Directors to not more than 25 nor fewer than three directors. The Board of
Directors has currently set the number of directors at 12. Huntington's
Charter provides for the division of the Board of Directors into three
classes. Each class must consist, as nearly as possible, of one-third of the
total number of directors. At each annual meeting of shareholders,
successors to the class of directors whose term expires at that annual
meeting are elected for a three-year term. If the number of directors is
changed, any increase or decrease must be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible. A director holds office until the annual meeting for the year in
which his term expires and until his successor is elected and qualified.
Neither Huntington's Charter nor its Bylaws provide for cumulative
voting. Under Huntington's Charter, the shareholders of Huntington may
remove a director with cause by the affirmative vote of two-thirds of all
shareholders entitled to vote at the election of directors. No director may
be removed by the shareholders of Huntington without cause.
SHAREHOLDER PROPOSALS
In general, at any meeting of the shareholders of either Huntington
or Security National, only business that has been properly brought before
such meeting may be acted upon at such meeting.
Huntington's Bylaws provide further that, in order to be properly
brought before a meeting of shareholders of Huntington, business must be
brought by or at the direction of the Board of Directors or otherwise by a
shareholder in accordance with certain specified procedures. A shareholder
proposing business must give timely written notice thereof to the Secretary
of Huntington. In most cases, a shareholder's notice, to be timely, must be
received at the principal executive offices of Huntington not less than 30 days
nor more than 60 days prior to the date of a shareholders' meeting. The
notice must set forth certain specified information about the shareholder
proposing such business and the shareholder's proposal. Neither the
Certificate of Incorporation nor Bylaws of Security National contain comparable
provisions.
SPECIAL VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS
In general, Delaware law requires the affirmative vote of the holders
of the majority of the shares present in person or represented by proxy
and entitled to vote to effect material amendments to the certificate of
incorporation, a merger, consolidation, sale of assets other than in the
ordinary course of business, or dissolution of the corporation.
Delaware law, however, prohibits a Delaware corporation whose stock
is publicly traded from engaging in a "business combination" (as that term is
defined below) with an "interested stockholder" (as that term is defined
below)
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for a period of three years following the date on which the
stockholder became an interested stockholder, unless (i) the corporation has
elected in its certificate of incorporation or bylaws not to be governed by
the statute; (ii) prior to the time the stockholder became an interested
stockholder, the board of directors approved either the business combination
or the transaction that resulted in the stockholder becoming an interested
stockholder; (iii) the stockholder owned at least 85% of the outstanding
voting stock of the corporation (excluding shares held by directors who are
also officers or held in certain employee stock plans) upon consummation of
the transaction that resulted in the stockholder becoming an interested
stockholder; or (iv) the business combination was approved by the board of
directors and two-thirds of the outstanding voting stock of the corporation,
excluding shares held by the interested stockholder. Neither Security
National's Certificate of Incorporation nor Bylaws contain any provisions
opting out of Delaware's business combination statute.
Under Delaware law, a "business combination" is defined generally as
any merger or consolidation of the corporation with an interested stockholder;
the sale or other disposition of assets having an aggregate market value of
10% or more of all of the assets of the corporation to an interested
stockholder; the issuance of stock to, or an increase in proportion of
ownership of stock by, an interested stockholder; or receipt of certain
other financial benefits by the interested stockholder. Generally, an
"interested stockholder" is (i) the owner of 15% or more of the outstanding
voting stock of the corporation or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the voting stock of the
corporation at any time within three years immediately prior to the date
when the determination of the person's status as an interested stockholder is
to be made.
Maryland law requires the affirmative vote of the holders of
two-thirds of the outstanding shares of Huntington stock entitled to vote to
effect material amendments to the charter, a merger, consolidation, sale of
assets other than in the ordinary course of business, or dissolution of the
corporation. Maryland law also requires a "super majority" vote, in
addition to any vote otherwise required by law or Huntington's Charter, for
certain business combinations. Unless certain value and other standards are
met or an exemption is available, any business combination between
Huntington and any interested person (defined as a 10% shareholder or an
affiliate of such shareholder) must be recommended by the Board of Directors
and approved by the affirmative vote of at least 80% of the votes entitled
to be cast by holders of Huntington voting stock, voting together as a
single class, and two-thirds of the votes entitled to be cast by holders
of voting stock other than voting stock beneficially owned by an interested
shareholder who is a party to the business combination, voting together as a
single class.
Under Maryland law, unless otherwise exempt, such as in the case of
mergers, any shares that are acquired which are statutorily deemed to be
"control shares" of a corporation will have voting rights only to the extent
such rights are approved by the shareholders of the corporation. Maryland
law further provides that "control shares" are shares which entitle a person
to exercise or direct the exercise of voting power in the election of
directors within specified ranges. Neither Delaware law nor Security
National's Certificate of Incorporation include provisions concerning control
share acquisitions.
The super majority vote and control share provisions of Maryland
law may deter or render more difficult attempts by third parties to obtain
control of Huntington if such attempts are not supported by Huntington's
Board of Directors. See also "EFFECT OF THE MERGER ON SHAREHOLDERS' RIGHTS
- - RIGHTS PLAN." Similarly, the Delaware's business combination statute may
deter or render more difficult attempts by third parties to obtain control
of Security National if such attempts are not supported by Security
National's Board of Directors.
EVALUATION OF MERGERS AND CONSOLIDATIONS
Article Ninth of Huntington's Charter provides that, in connection
with the exercise of its judgment in determining what is in the best
interests of the corporation, when evaluating a merger or consolidation of
Huntington (among other things), the Board of Directors must, in addition to
considering the adequacy of the amount to be paid in connection with any
such transaction, consider all of the following factors and any other
factors which it deems relevant: (i) the interests of the shareholders,
including the relation of the consideration offered in the then proposed
transaction to the then current market price of Huntington's stock and also
the current value of Huntington in a freely negotiated
- 34 -
transaction and in relation to the Board of Directors' then estimate
of the future value of Huntington as an independent entity or as the subject
of a future merger or consolidation, (ii) the interests of depositors of banks
affiliated with Huntington and of other creditors of Huntington, (iii) any
other factors that the Board of Directors determines to be relevant,
including, among other factors, the social, legal, and economic effects upon
employees, suppliers, customers, and the business of Huntington and on the
communities in which Huntington operates. Neither Delaware law nor Security
National's Certificate of Incorporation include similar provisions.
SPECIAL MEETINGS
Security National's Bylaws provide that special meetings of the
shareholders will be held when directed by the Chairman of the Board, the
President, or the Board of Directors, or when requested in writing by the
holders of not less than 25% of all the shares entitled to vote at such
meeting. A meeting requested by shareholders must be called for a date not
less than ten and not more than sixty days after the request is made. The
call for the meeting must be issued by the Secretary, unless the Chairman
of the Board, the President, Board of Directors, or shareholders requesting
the calling of the meeting shall designate another person to do so.
Pursuant to Maryland law and Huntington's Bylaws, a special meeting of
shareholders may be called by the Board of Directors, the Chairman, or the
President of Huntington and must be called by the Secretary upon written
request of the holders of not less than 25% of the outstanding shares
entitled to vote at the meeting. Any shareholder request must state the
purpose or purposes of such meeting and the matters proposed to be acted on
thereat. The Secretary must inform such shareholders of the reasonably
estimated cost of preparing and mailing the notice of the meeting, and upon
payment to Huntington of such costs, the Secretary must give notice of such
meeting, except that no special meeting need be called upon the request of
the holders of less than a majority of all votes entitled to be cast at
such meeting, to consider any matter which is substantially the same as a
matter voted upon at any special meeting of the shareholders held during the
preceding twelve months.
DIRECTORS' AND SHAREHOLDERS' RIGHT TO ADOPT, ALTER, OR REPEAL THE BYLAWS
Under Delaware law, after a corporation has received any payment
for any of its stock, the shareholders entitled to vote have the power to
adopt, amend, or repeal the bylaws of that corporation. A corporation,
however, may confer to the board of directors the power to adopt, amend, or
repeal the bylaws in the certificate of incorporation, but this power cannot
divest nor limit the shareholders' power to adopt, amend, or repeal the
bylaws. Under Security National's Certificate of Incorporation and Bylaws,
the Board of Directors is authorized to adopt, repeal, alter, amend, or
rescind Security National's Bylaws by the affirmative vote of the majority
of the Board of Directors.
Under Maryland law, the power to adopt, alter, and repeal the bylaws
of a corporation is vested in the shareholders, except to the extent that
the charter or bylaws vest it in the board of directors. Huntington's
Charter and Bylaws provide that Huntington's Bylaws may be adopted, amended,
or repealed by the affirmative vote of two-thirds of the votes entitled to
be cast by the outstanding shares of Huntington's voting stock or by the
Board of Directors at any regular or special meeting.
RIGHTS OF DISSENTING SHAREHOLDERS
Both Delaware and Maryland law provide appraisal rights to
dissenting shareholders if certain specific procedures are followed in
situations where the corporation consolidates or merges with, or transfers
substantially all of its assets to, another corporation. Maryland law also
provides appraisal rights if the corporation amends its charter in such a way
as to adversely affect the shareholders' rights. The appraisal rights
applicable under Delaware law are more fully described in "THE MERGER -
APPRAISAL RIGHTS OF OBJECTING SHAREHOLDERS."
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PERSONAL LIABILITY OF OFFICERS AND DIRECTORS TO SHAREHOLDERS
Security National's Certificate of Incorporation provides that no
director will be personally liable to Security National or its shareholders
for monetary damages for any breach of fiduciary duty by such a director
as a director; provided, however, that a director will be liable to the
extent provided by applicable law (i) for any breach of a directors' duty of
loyalty to Security National or its shareholders, (ii) for acts or omissions
not in good faith which involve intentional misconduct or a knowing violation
of law, (iii) for an unlawful payment of a dividend or unlawful stock
purchase or redemption of the corporation's own shares; or (iv) for any
transaction from which such director derived an improper personal benefit.
Huntington's Charter provides that no director or officer will
be personally liable to the corporation or its shareholders for money
damages to the fullest extent permitted by Maryland statutory or decisional
law. The effect of this Charter provision under Maryland law is that neither
Huntington nor its shareholders will be able to recover money damages
against a director or officer of Huntington unless Huntington or its
shareholders is able to prove that (i) the director or officer actually
received an improper benefit in money, property, or services (in which case
recovery is limited to the actual amount of such improper benefit), or (ii)
the action, or failure to act, by the director or officer was the result of
active and deliberate dishonesty which was material to the cause of action
adjudicated in the proceeding.
RIGHTS PLAN
In 1990, the Board of Directors of Huntington entered into a Rights
Agreement, dated as of February 22, 1990 (the "Rights Agreement"), between
Huntington and The Huntington Trust Company, National Association, as Rights
Agent. Under the Rights Agreement, each Huntington shareholder received
one Right for each outstanding share of Huntington Common Stock held by
that shareholder. In addition, Huntington has and will continue to issue one
Right with each newly-issued share of Huntington Common Stock so that each
outstanding share of Huntington Common Stock (including the shares of
Huntington Common Stock to be to issued to Security National shareholders in
connection with the Merger) will have a Right attached.
The Rights currently have no value, are represented by the
certificates evidencing Huntington Common Stock, and until the Distribution
Date (as defined below), trade only with such stock. The Rights will
separate from the Huntington Common Stock and become exercisable only if a
person or group ("Acquiror") acquires beneficial ownership of 20% or more of
the outstanding Huntington Common Stock or announces a tender offer that would
result in ownership of 20% or more of the outstanding Huntington Common
Stock (the "Distribution Date"). The Rights Agreement provides that, at the
Distribution Date, each Right will entitle the holder to purchase for $90, as
adjusted from time to time for stock dividends, stock splits, and other
changes in capitalization (the "Exercise Price"), one one-hundredth of a
share of Series A Junior Participating Stock of Huntington (the "Series A
Preferred Shares"). Each such fractional Series A Preferred Share is intended
to be the practical equivalent of one share of Huntington Common Stock.
In the event an Acquiror acquires 20% or more of the then outstanding
shares of Huntington Common Stock (the "Triggering Event"), each Right held by
the Acquiror (or any affiliate or associate thereof) will become null and void
and each Right held by all other Huntington shareholders will entitle its
holder to purchase for the Exercise Price that number of Huntington Series A
Preferred Shares having a value (based upon the market value of Huntington
Common Stock at the time of the Triggering Event) equal to twice the Exercise
Price. In the event Huntington is acquired in a merger or other business
combination or a significant portion of its assets are sold, leased, exchanged,
or otherwise transferred to (i) a publicly traded Acquiror, each Right will
entitle its holder to purchase, for the Exercise Price, that number of shares
of the Acquiror which at the time of the transaction would have a market value
of twice the Exercise Price, or alternatively, (ii) an Acquiror that is not a
publicly traded corporation, each Right will entitle its holder to purchase,
for the Exercise Price, at such holder's option, (a) that number of shares of
the Acquiror (or, at such holder's option, of the surviving corporation in such
acquisition, which could be Huntington) which at the time of the transaction
would have a book value of twice the Exercise Price, or (b) if such Acquiror
has an affiliate that has publicly
- 36 -
traded common shares, that number of common shares of such affiliate which at
the time of the transaction would have a market value of twice the Exercise
Price.
The number of Series A Preferred Shares or other securities or property
issuable upon exercise of a Right, and the Exercise Price are subject to
adjustment upon the occurrence of certain events including, for example, a
stock dividend or split payable in Huntington Common Stock or Series A
Preferred Shares. The number of Rights may also be adjusted upon the
occurrence of certain events including, for example, a reverse stock split.
The Rights are not exercisable until the Distribution Date and will expire on
December 31, 1999, unless earlier redeemed by Huntington. Huntington may
redeem the Rights for $.01 per Right under certain circumstances.
As with the super majority vote and control share provisions of
Maryland law, the Rights have certain anti-takeover effects. See "EFFECTS OF
THE MERGER ON SHAREHOLDERS' RIGHTS - SPECIAL VOTING REQUIREMENTS FOR CERTAIN
TRANSACTIONS." The Rights may cause substantial dilution to a person or group
that attempts to acquire Huntington, except pursuant to an offer conditioned on
the Rights being redeemed or a substantial number of Rights being acquired.
The Rights, however, should not interfere with any merger or other business
combination approved by the Huntington Board of Directors due to the Board's
ability to redeem the Rights. Huntington's Board recognizes that a takeover
might in some circumstances be beneficial to Huntington's shareholders.
Neither the Rights Plan nor the Maryland law provisions described above are
designed to preclude an acquisition of Huntington, but rather will give the
Huntington Board of Directors adequate opportunity to evaluate whether an
acquisition offer is in the best interest of Huntington and to protect its
shareholders from coercive acquisition methods.
The description and terms of the Rights are set forth in the Rights
Agreement, a copy of which was attached as Exhibit 1 to Huntington's
Registration Statement on Form 8-A, filed with the SEC on February 22, 1990,
which is incorporated herein by reference. See "INFORMATION INCORPORATED BY
REFERENCE." The foregoing summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement.
Security National does not have a Rights Plan.
HUNTINGTON BANCSHARES INCORPORATED
GENERAL
Huntington, a multi-state bank holding company incorporated under the
laws of the State of Maryland in 1966, is headquartered in Columbus, Ohio.
Huntington is the fourth largest bank holding company in Ohio in terms of total
assets at December 31, 1994. At that date, Huntington had total assets of
approximately $17.8 billion and total deposits of approximately $12.0 billion.
Huntington, through its affiliates, conducts a full service commercial
and consumer banking business, engages in mortgage banking, lease financing,
trust services, discount brokerage services, underwriting credit life and
disability insurance, and issuing commercial paper guaranteed by Huntington,
and provides other financial products and services. At December 31, 1994,
Huntington's affiliates operated 185 banking offices in Ohio, 61 banking
offices in West Virginia, 40 banking offices in Michigan, 25 banking offices in
Indiana, 18 banking offices in Northern Kentucky, 5 banking offices in Western
Pennsylvania, 8 thrift offices in Florida, two thrift offices in Northern
Illinois, and one foreign office in the Cayman Islands. In addition,
Huntington's mortgage company affiliate has loan origination offices throughout
the Midwest and East Coast.
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HUNTINGTON FLORIDA AND HFSB
Huntington Florida, an Ohio corporation, is a wholly owned subsidiary
of Huntington formed for the purpose of facilitating the Merger and serving as
a holding company for Huntington's banking operations in Florida. HFSB, a
federal savings bank headquartered in Sebring, Florida, is also a wholly owned
subsidiary of Huntington. HFSB has six thrift offices in Highlands County,
Florida, one thrift office in Collier County, Florida, and three mortgage
origination offices in Orange, Brevard, and Palm Beach Counties. In addition,
HFSB has two approved, but as yet unopened branches, one in Collier County,
Florida, and the other in Sarasota County, Florida. HFSB also has one wholly
owned subsidiary that serves as the contracting vehicle for HFSB's mutual funds
sales arrangements with an independent contractor. This arrangement will be
transferred to The Huntington National Bank of Florida as a result of the
Subsidiary Merger and HFSB's subsidiary will be dissolved thereafter. At
December 31, 1994, HFSB had total assets of approximately $252.6 million and
total deposits of approximately $201.3 million.
The current directors of Huntington Florida are Frank Wobst, Zuheir
Sofia, and John Liebersbach. Messrs. Wobst and Sofia are also directors and
executive officers of Huntington and Mr. Liebersbach is an officer of
Huntington. Upon consummation of the Merger, the number of directors of
Huntington Florida will be expanded to four and Michael W. Sheffey will be
elected to fill the vacancy. Mr. Sheffey currently serves as President and
Chief Executive Officer of Security National and Security Bank.
The current executive officers of Huntington Florida are as follows:
Frank Wobst . . . . . . . . . Chairman
Zuheir Sofia . . . . . . . . . President and Treasurer
John W. Liebersbach . . . . . Secretary
Upon consummation of the Merger, it is the intention of the Board of
Directors of Huntington Florida to appoint Mr. Sofia as Vice Chairman and Mr.
Sheffey as President, Chief Executive Officer, and Treasurer of Huntington
Florida.
Immediately after the consummation of the Merger and effective as of
the Effective Date, Security Bank's name will be changed to The Huntington
National Bank of Florida, HFSB will be merged into The Huntington National Bank
of Florida (formerly Security Bank) under the charter of The Huntington
National Bank of Florida, The Huntington National Bank of Florida will survive
the merger and will remain a national bank, and the separate existence of HFSB
will cease. Upon consummation of the Subsidiary Merger, it is the intention
of Huntington Florida, as sole shareholder of The Huntington National Bank of
Florida, to retain Messrs. Sheffey, Stephen F. Foreman, John J. Jennings,
Mitchel J. Laskey, Bert E. Roper, Jeffrey C. Schenck, Benjamin P. Sibley, and
Phillip L. Tasker, each of whom is currently serving on the Board of Directors
of Security National, and to elect Messrs. J. Donald Bates, J. Thomas
Crutchfield and Lawrence J. Price, each of whom is currently serving on the
Board of Directors of HFSB, to the Board of Directors of The Huntington
National Bank of Florida.
In addition, after consummation of the Merger, it is the intention of
Huntington to complete its acquisition of Reliance Bank of Florida ("Reliance
Bank"), a bank headquartered in Melbourne, Florida, with assets of $95.7
million at December 31, 1994, by merging Reliance Bank into The Huntington
National Bank of Florida. After consummation of the Reliance Bank
acquisition, which is also subject to regulatory and shareholder approval, The
Huntington National Bank of Florida will have 16 banking offices with over $520
million in assets in South/Central Florida.
DIVIDENDS AND PRICE RANGE OF HUNTINGTON COMMON STOCK
The following table sets forth the cash dividends declared and the
high and low last sale prices for Huntington Common Stock on the Nasdaq
National Market during the periods indicated. The dividends and price ranges
have been adjusted to reflect the Huntington 5 for 4 Stock Split and other
stock dividends and stock splits, as appropriate.
- 38 -
PRICE RANGE
DIVIDENDS -------------------------
PER SHARE HIGH LOW
--------- ------- --------
1992:
First Quarter . . . . . . $0.12 $13 1/2 $11 1/8
Second Quarter . . . . . . 0.12 15 5/8 11 7/8
Third Quarter . . . . . . 0.13 14 7/8 13 1/8
Fourth Quarter . . . . . . 0.13 16 7/8 13 1/8
1993:
First Quarter . . . . . . $0.13 $19 1/8 $15 5/8
Second Quarter . . . . . . 0.15 20 1/4 17 3/8
Third Quarter . . . . . . 0.16 22 19 5/8
Fourth Quarter . . . . . . 0.16 21 3/8 16 1/4
1994:
First Quarter . . . . . . $0.16 $19 1/4 $17 3/4
Second Quarter . . . . . . 0.16 22 1/4 17 7/8
Third Quarter . . . . . . 0.20 21 5/8 18 1/8
Fourth Quarter . . . . . . 0.20 18 7/8 16 5/8
1995:
First Quarter (through
February ___, 1995) . . $0.00
On July 11, 1994, the last trading day prior to the public
announcement of the proposed Merger, the high and low sales prices per share of
Huntington Common Stock on the Nasdaq National Market were $21.10 and $21.50,
respectively (as adjusted for the Huntington 5 for 4 Stock Split). On
February ___, 1995, such prices were $____ and $____, respectively.
Huntington has declared regular cash dividends on Huntington Common
Stock in each quarter since Huntington was organized in 1966. The Board of
Directors of Huntington presently intends to continue to consider the payment of
regular quarterly cash dividends on Huntington Common Stock. The amount and
timing of any future dividends will depend upon the earnings of Huntington and
its subsidiaries, their financial condition, need for funds, and other relevant
factors. See "GOVERNMENT REGULATION - DIVIDEND RESTRICTIONS."
OTHER INFORMATION
Huntington Common Stock is actively traded in the over-the-counter
market under the Nasdaq symbol "HBAN." Since information regarding Huntington
is readily available to investors, the Commission permits this document to be
abbreviated by incorporating information regarding Huntington by reference to
certain reports and other documents filed with the Commission. See "INFORMATION
INCORPORATED BY REFERENCE." Other than as described herein, there have been no
material changes in the affairs of Huntington since the filing of its Annual
Report on Form 10-K for the year ended December 31, 1993, that have not been
described in a subsequent report filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended.
- 39 -
SECURITY NATIONAL CORPORATION
GENERAL
Security National is a bank holding company incorporated under the
laws of the state of Delaware on May 19, 1987. Security National currently
operates one wholly owned subsidiary, Security Bank. Security Bank is a
commercial bank chartered by the OCC. Security Bank's deposits are insured to
the extent permitted by law by the Federal Deposit Insurance Corporation (the
"FDIC") through the Bank Insurance Fund (the "BIF"). Security Bank is a member
of the Federal Reserve System and Security National is regulated by the Federal
Reserve Board. See "GOVERNMENT REGULATION".
Security Bank's primary focus is to engage in commercial banking,
serving small to middle sized businesses, professionals, the title and escrow
industry, business entrepreneurs, and high net worth individuals. Security
Bank's customers are primarily in the Central Florida area and are served
through the six offices of Security Bank located in Orange, Seminole, Osceola,
Volusia, and Brevard counties. While Security Bank does not actively solicit
the broad-based retail banking market, consumer banking services are offered,
primarily to the officers and customers of its commercial customers. Security
Bank has no customer deposit relationship that averaged more than 5% of total
deposits during 1994. Security National believes that there is no single
customer whose loss would have a material adverse effect on Security National.
All of Security National's revenues and expenses are derived from
banking operations associated with lending and investment activities, and
deposit and borrowing activities.
LENDING AND INVESTMENT ACTIVITIES
General. Security Bank makes secured and unsecured commercial loans,
real estate loans, and consumer loans. Security Bank also issues letters of
credit on behalf of its customers and maintains an investment portfolio of
marketable U.S. government securities and corporate debt obligations. All
lending and investment activities are governed by established policies approved
by Security Bank's Board of Directors.
Lending Area. Although Security Bank is legally authorized to make
loans throughout the United States, it has established as a matter of policy a
lending area that includes the five counties in which it has offices. The
policy anticipates that the majority of loans made would originate from the
borrowers in Orange, Seminole, Osceola, Volusia, and Brevard counties.
Loan Approval Authorities. Security Bank's Board of Directors has
prescribed procedures for the review and approval of loan applications which
vary with the nature and size of the loans. Generally, loans up to $250,000
may be approved by designated officers without prior approval of the Loan
Committee. Loans in excess of this amount must be approved by the Loan
Committee, a majority of whose members are outside directors. The approval
authorities are based upon borrower's aggregate lending relationship with
Security Bank. In addition, Security Bank has established an internal limit on
total indebtedness to one borrower of $1,250,000. This limit is significantly
more conservative than the legal limitation on loans to one borrower.
Loan Originations, Purchases, and Sales. Security Bank originates
loans for its own portfolio. From time-to-time Security Bank sells
participation interests in its loans to correspondent banks. Generally these
sales arise on larger credits where the total loan amount exceeds lending
limitations. Such sales are generally done at par with no gain or loss
recognized on the sale transaction.
Fee Income From Lending. Security Bank realizes both interest income
and fee income from its lending activities. Loan origination fees are
calculated as a percentage of the principal amount of the loan and are charged
to the borrower by Security Bank for making the loan. In addition, as part of
the loan application, the borrower generally
- 40 -
pays Security Bank for its out-of-pocket costs related to the application
(such as credit investigation, recording fees, and appraisal fees). Security
Bank also receives loan fees and service charges on certain existing loans
including late charges and assumption fees. Security Bank's treatment of loan
fees has followed generally accepted accounting principles ("GAAP"). Since
Security Bank opened in 1986, it has adopted Statement of Financial Accounting
Standards No. 91, "Accounting for Non-Refundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases". This
statement requires that loan fees, net of direct loan origination costs, be
recognized into income over the life of each loan as a yield adjustment.
Investments. Security Bank maintains an investment portfolio of high
grade marketable securities as a means of maintaining liquidity and maximizing
earnings. Security Bank's investment policy limits the purchase of securities
to those obligations issued or fully guaranteed by the United States
Government, certain federal agency obligations, time deposits and certificates
of deposit issued by insured financial institutions, and other specified
"investment grade" securities. Security Bank's Board of Directors has defined
investment grade securities as securities rated in one of the three highest
categories. Security Bank purchases investment securities that are suitable
to be held to maturity. Security Bank has not established a trading account
and does not engage in trading activities. Security National has the ability
to hold its securities until maturity and management's policy has been to hold
such securities on a long-term basis or until maturity. Conditions that may
require the sale of investment securities include a deterioration of
investment quality, the need to change the maturity structure of the investment
portfolio, or the need to raise cash for liquidity purposes.
DEPOSIT AND BORROWING ACTIVITIES
General. Deposits are the primary source of Security Bank's funds for
use in lending and for other purposes. In addition to deposits, Security Bank
derives funds from loan repayments and from other borrowings, generally
Treasury Tax and Loan note account balances and Federal Funds purchased. Loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows are significantly influenced by general interest rates and money
market conditions.
Deposits. Security Bank offers demand interest bearing and
non-interest bearing accounts, money market accounts, and time deposits
(certificates of deposit) of varying terms and interest rates.
Other Services. In addition to deposit accounts, Security Bank
offers other services related to deposit and borrowing activities. These
include cash management services, night depository, travelers' cheques,
cashiers' checks, savings bonds, automated teller machines, banking by mail,
domestic collections, and wire transfers. Security Bank is a member of the
HONOR ATM network which allows its customers to utilize the convenience of
larger ATM networks. Security Bank does not offer trust services.
COMPETITION
Security National and its national bank subsidiary face vigorous
competition from a number of sources, including other bank holding companies
and commercial banks, thrift institutions, other financial institutions and
financial intermediaries. Regional interstate banking laws and other federal
and state laws have resulted in increased competition from both conventional
banking institutions and other businesses offering financial services and
products. Many of the financial institutions operating in Florida are engaged
in local, regional, national, and international operations and have
significantly more assets, capital, and personnel than Security National.
To compete, Security National relies upon specialized services,
responsive handling of customer needs, and personal contacts by its officers,
directors, and staff. The large multi-branch banks compete primarily by rate
and location of branches and smaller independent financial institutions tend to
compete primarily by rate.
- 41 -
EMPLOYEES
As of December 31, 1994, Security National had 55 full-time
equivalent employees. Management considers its relations with its
employees to be very good. Security National's employees are not
represented by any collective bargaining group.
DESCRIPTION OF PROPERTY
Security National or Security Bank own the real estate properties
occupied by Security Bank and its branches. The Company's executive offices
are located in the Maitland, Florida facility. The real estate had a net
tangible book value of $6.2 million at September 30, 1994. The real estate
holdings consist of the following:
ADDRESS YEAR OPENED DESCRIPTION
- -------------------------- ----------- ---------------------------------------------
Main Office:
253 North Orlando Avenue
Maitland, Florida 32751 1986 14,000 square-foot, three story bank building
Kissimmee Office:
100 Park Place Boulevard
Kissimmee, Florida 34741 1988 10,000 square-foot, two story bank building
Altamonte Springs Office:
360 West State Road 436
Altamonte Springs, Florida 32714 1988 6,000 square-foot, single story bank building
Melbourne Office:
685 South Babcock Street
Melbourne, Florida 32901 1989 6,000 square foot, single story bank building
Sanford Office:
201 North Park Avenue
Sanford, Florida 32771 1992 2,300 square-foot, single story bank building
Orange City Office:
884 Saxon Boulevard
Orange City, Florida 32763 1992 2,800 square-foot, single story bank building
LEGAL PROCEEDINGS
Security National is not a party to any pending legal proceedings,
other than routine litigation incidental to its business activities.
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth (i) the name and address of each
person known by Security National to beneficially own more than 5% of the
outstanding shares of Security National Common Stock and the name of each of
Security National's directors and the two most highly compensated officers
whose cash compensation exceeds $100,000; (ii) the number and percent of
shares of Security National Common Stock owned by each such person and by all
directors and executive officers of Security National as a group as of
December 31, 1994; and (iii) the estimated number of shares of Huntington
Common Stock each such person or group is expected to receive as a result of
the Merger
- 42 -
(assuming that such persons do not exercise their appraisal rights), calculated
by multiplying the number of shares of Security National Common Stock
beneficially owned by such person or group by the Estimated Exchange Ratio of
__________ shares of Huntington Common Stock for each share of Security
National Common Stock.
SECURITY NATIONAL COMMON STOCK
--------------------------------- HUNTINGTON COMMON
SHARES BENEFICIALLY PERCENT STOCK EXPECTED TO BE
NAME OF BENEFICIAL OWNER OWNED(1) OWNED BENEFICIALLY OWNED
- ---------------------------------------------- ------------------- ------- --------------------
J. Albert Burnett
Principal Shareholder
1025 Anchorage Court
Winter Park, Florida 32789 161,748 (2) 10.7%
Lee Chira
Director
225 South Orange Avenue, Suite 1344
Orlando, Florida 32801 80,000 5.3%
Mary Demetree
Director 20,000 1.3%
Stephen F. Foreman
Director 40,000 2.6%
John J. Jennings
Director 45,329 3.0%
Mitchel J. Laskey
Director 12,000 0.8%
Fred L. MacLeod
Director 16,000 1.1%
Gerald R. McGratty, Jr.
Director 11,851 (3) 0.8%
Bert E. Roper
Chairman of the Board 32,617 (4) 2.2%
Jeffrey C. Schenck
Director 40,100 (5) 2.7%
Michael W. Sheffey
President, Chief Executive Officer, and
Director 60,307 (6) 3.8%
Benjamin P. Sibley
Director 18,291 1.2%
Phillip L. Tasker
Executive Vice President and Director 38,026 (7) 2.5%
All Directors and Executive Officers
as a group (12 in group) 414,521 (8) 16.8%
_________________________
(1) Under applicable Commission regulations, shares are considered to be beneficially owned by a person as of
a particular date if such person either (i) directly or indirectly has or shares the power to vote or
dispose of the shares, whether or not such person has any economic interest in the shares, or (ii) has
the right to acquire such shares within 60 days of the particular date. Unless otherwise indicated, the
named beneficial owner has sole voting and dispositive power with respect to the shares reported.
- 43 -
(2) Includes 86,042 shares held in trust, with Mr. Burnett having sole
investment and voting powers over these shares, and 75,705 shares held by
Contemporary Sales, Inc., in which Mr. Burnett is a director and executive
officer.
(3) Consists of shares held in Mr. McGratty's retirement account.
(4) Consists of shares held in trust, with Mr. Roper having sole investment and
voting powers over these shares.
(5) Includes 40,000 shares held by Schenck Company in which Mr. Schenck is a
director and executive officer.
(6) Includes 726 shares held in Mr. Sheffey's IRA and 59,000 shares which
could have been acquired upon the exercise of stock options exercisable
within 60 days of December 31, 1994.
(7) Includes 819 shares held in Mr. Tasker's IRA and 37,000 shares which could
have been acquired upon the exercise of stock options exercisable within 60
days of December 31, 1994.
(8) Includes 96,000 shares which could have been acquired upon the exercise of
stock options exercisable within 60 days of December 31, 1994.
MARKET FOR SECURITY NATIONAL COMMON STOCK AND RELATED SHAREHOLDER MATTERS
There is no active trading market for Security National Common Stock,
although transactions do occur from time to time. To the knowledge of Security
National management, all transactions in Security National Common Stock are
negotiated on a private basis and quotations for such stock are not published.
The following table sets forth the cash dividends declared on shares
of Security National Common Stock during the periods indicated.
DIVIDENDS PER SHARE
-------------------
Year ended December 31, 1992 . . . . . . . . . . $0.10
Year ended December 31, 1993 . . . . . . . . . . $0.20
Year ended December 31, 1994 . . . . . . . . . . $0.50
January 1, 1995 through February __, 1995 . . . . $0.00
The holders of Security National Common Stock are entitled to dividends
when, as, and if declared by the Board of Directors of Security National out of
funds legally available therefor. Security National's ability to pay dividends
is subject to, among other things, Delaware law and Security National's income.
Although the only source of income on which to base the payment of such
dividends is the income produced by Security Bank, Security National has had
sufficient cash for the payment of dividends in the past without the need for
Security Bank to pay a dividend to Security National. The payment of
dividends by Security Bank is subject to various regulatory restrictions. See
"GOVERNMENT REGULATION - DIVIDEND RESTRICTIONS".
- 44 -
GOVERNMENT REGULATION
To the extent that the following information describes statutory
or regulatory provisions, it is qualified in its entirety by reference to
such statutory or regulatory provisions.
GENERAL
As registered bank holding companies, Huntington and Security National
are subject to the supervision of the Federal Reserve Board and are required to
file with the Federal Reserve Board reports and other information regarding
their business operations and the business operations of their subsidiaries.
Each of them is also subject to examination by the Federal Reserve Board and
required to obtain Federal Reserve Board approval prior to acquiring, directly
or indirectly, ownership or control of voting shares of any bank, if, after
such acquisition, it would own or control more than 5% of any class of the
voting stock of such bank. In addition, pursuant to federal law and
regulations promulgated by the Federal Reserve Board, both Huntington and
Security National may only engage in, or own or control companies that engage
in, activities deemed by the Federal Reserve Board to be so closely related to
banking as to be a proper incident thereto. Prior to engaging in most new
business activities, both Huntington and Security National must obtain approval
from the Federal Reserve Board. Because of its ownership of thrift
institutions, Huntington is also regulated as a savings and loan holding
company by the OTS.
The banking subsidiaries of both Huntington and Security National
have deposits insured by the BIF of the FDIC, and are subject to supervision,
examination, and regulation by the OCC, if a national bank, or by state banking
authorities and either the FDIC or the Federal Reserve Board, if a
state-chartered bank. Certain deposits of certain of Huntington's banking
subsidiaries were acquired from savings associations and are insured by the
Savings Association Insurance Fund ("SAIF"). The deposits to be acquired by
The Huntington National Bank of Florida (formerly Security Bank) from HFSB in
connection with the Subsidiary Merger will, in accordance with Oakar
procedures, also continue to be insured by SAIF. Huntington's thrift
subsidiaries, including HFSB, are regulated primarily by the OTS.
Huntington's nonbanking subsidiaries are also subject to supervision,
examination and regulation by the Federal Reserve Board and examination by
applicable federal and state banking agencies. In addition to the impact of
federal and state supervision and regulation, the subsidiaries of Huntington
and Security National are affected significantly by the actions of the Federal
Reserve Board as it attempts to control the money supply and credit
availability in order to influence the economy.
HOLDING COMPANY STRUCTURE
The depository institution subsidiaries of both Huntington and
Security National are subject to affiliate transaction restrictions under
federal law which limit the transfer of funds by the subsidiary banks and
thrifts to their respective parents and any nonbanking subsidiaries of the
parent, whether in the form of loans, extensions of credit, investments, or
asset purchases. Such transfers by any subsidiary bank or thrift to its parent
corporation or to any nonbanking subsidiary of the parent are limited in amount
to 10% of the institution's capital and surplus and, with respect to such
parent and all such nonbanking subsidiaries of the parent, to an aggregate of
20% of any such institution's capital and surplus. Furthermore, such loans
and extensions of credit are required to be secured in specified amounts. In
addition, all affiliate transactions must be conducted on terms and under
circumstances that are substantially the same as such transactions with
unaffiliated entities. Under applicable regulations, at September 30, 1994,
approximately $160.8 million was available for loans to Huntington from its
subsidiary banks and thrifts and approximately $1.6 million was available for
loans to Security National from Security Bank.
The Federal Reserve Board has a policy to the effect that a bank
holding company is expected to act as a source of financial and managerial
strength to each of its subsidiary banks and to commit resources to support
each such subsidiary bank. Under the source of strength doctrine, the
Federal Reserve Board may require a bank holding company to make capital
injections into a troubled subsidiary bank, and may charge the bank holding
company with engaging in unsafe and unsound practices for failure to commit
resources to such a subsidiary bank. This capital injection may
- 45 -
be required at times when either Huntington or Security National may
not have the resources to provide it. Any capital loans by a holding company
to any of its subsidiary banks are subordinate in right of payment to
deposits and to certain other indebtedness of such subsidiary bank.
Moreover, in the event of a bank or thrift holding company's bankruptcy,
any commitment by such holding company to a federal bank or thrift regulatory
agency to maintain the capital of a subsidiary bank or thrift will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
In 1989, the United States Congress passed comprehensive financial
institutions legislation known as the Financial Institutions Reform, Recovery,
and Enforcement Act ("FIRREA"). Among other things, FIRREA established a
new principle of liability on the part of depository institutions insured by
the FDIC for any losses incurred by, or reasonably expected to be incurred
by, the FDIC after August 9, 1989, in connection with (i) the default of a
commonly controlled FDIC-insured depository institution, or (ii) any
assistance provided by the FDIC to a commonly controlled FDIC-insured
depository institution in danger of default. "Default" is defined generally
as the appointment of a conservator or receiver and "in danger of default" is
defined generally as the existence of certain conditions indicating that a
"default" is likely to occur in the absence of regulatory assistance.
Accordingly, in the event that any insured bank or thrift subsidiary of
Huntington causes a loss to the FDIC, other bank and thrift subsidiaries of
Huntington could be required to compensate the FDIC by reimbursing to it the
amount of such loss, and such reimbursement could cause a loss of
Huntington's investments in such subsidiaries. These provisions do not
directly affect Security National as long as it has only one banking
subsidiary.
Federal law permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital stock has become impaired, by
losses or otherwise, to relieve a deficiency in such national bank's capital
stock. This statute also provides for the enforcement of any such pro
rata assessment of shareholders of such national bank to cover such
impairment of capital stock by sale, to the extent necessary, of the
capital stock of any assessed shareholder failing to pay the assessment.
Similarly, the laws of certain states provide for such assessment and sale
with respect to the subsidiary banks chartered by such states. Huntington
and Security National, as the sole shareholder of their respective subsidiary
banks, are subject to such provisions. Moreover, under legislation that
became effective August 10, 1993, the claims of a receiver of an insured
depository institution for administrative expenses and the claims of
holders of deposit liabilities of such an institution are accorded
priority over the claims of general unsecured creditors of such an
institution in the event of liquidation or other resolution of such
institution. As a result of such legislation, claims of a receiver for
administrative expenses and claims of holders of deposit liabilities of
Huntington's and Security National's respective depository subsidiaries
(including the FDIC, as subrogee of such holders) would receive priority over
the holders of notes and other senior debt of such subsidiaries in the event
of liquidation or other resolution, and, of course, over the interests of
Huntington and Security National as sole shareholder of their respective
subsidiaries.
DIVIDEND RESTRICTIONS
Dividends from subsidiary banks and thrifts are a significant source
of funds for the payment of dividends to Huntington's and Security National's
shareholders. There are, however, statutory limits on the amount of
dividends a depository institution subsidiary can pay to its parent without
regulatory approval. Under applicable federal regulations, no dividend
may be declared in excess of undivided profits, and appropriate bank
regulatory agency approval is required if the total of all dividends declared
by a bank in any calendar year (including the proposed dividend) exceeds
the aggregate of the bank's net income (as defined by regulatory agencies)
for that year and its retained net income for the preceding two years.
National banks may not pay a dividend in an amount greater than such
bank's undivided profits. In addition, the prior approval of the OCC is
required for the payment of a dividend by a national bank if the total of all
dividends declared by the bank in a calendar year would exceed the total of
its net income for the year combined with its retained net income for the
two preceding years. The OTS also imposes limits on capital distributions
by thrift institutions that generally allow dividends up to the amount
of an institution's current net income during a calendar year plus up to
one-half of its capital in excess of its regulatory requirements, depending
upon the institution's level of capital compliance. Under these
provisions and in accordance with the above-described formulas,
Huntington's subsidiary banks and thrifts could, without regulatory
approval, declare dividends in 1994 of approximately $237.2 million plus
- 46 -
an additional amount equal to their net income during 1994, and Security Bank
could, without regulatory approval, declare dividends in 1994 of approximately
$2.3 million plus an additional amount equal to its net income during 1994.
If, in the opinion of the applicable regulatory authority, a bank or
thrift under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of
the bank or thrift, could include the payment of dividends), such authority
may require, after notice and hearing, that such bank cease and desist from
such practice. The Federal Reserve Board, the OCC, and the FDIC have issued
policy statements which provide that insured banks and bank holding companies
should generally only pay dividends out of current operating earnings.
FDIC INSURANCE
The level of deposit insurance premiums affects the profitability of
subsidiary banks and thrifts and thus the potential flow of dividends to parent
companies. The FDIC has the authority to raise the insurance premiums for
institutions in BIF or SAIF to a level necessary to achieve a target reserve
level of 1.25% of insured deposits within not more than 15 years. BIF
reserves are expected to reach the target level during 1995, at which time
adjustments in premium levels may be given consideration. Changes in the
fundamental features of the system of assessing insurance premiums are also
possible. In October 1994, the FDIC issued an advance notice of proposed
rule making seeking public comment on a possible redefinition of the base
on which insurance premiums are calculated. Such redefinition could have a
significant effect on individual institutions. In addition, the FDIC has
the authority to impose special assessments in certain circumstances.
See "GOVERNMENT REGULATION - DIVIDEND RESTRICTIONS."
Under the risk-based insurance assessment system that became
effective January 1, 1994, the FDIC places each insured depository institution
in one of nine risk categories based on its level of capital and other
relevant information (such as supervisory evaluations). See "GOVERNMENT
REGULATION - CAPITAL REQUIREMENTS." Assessment rates currently range from
0.23% to 0.31%, depending upon the assessment category into which the insured
institution is placed. The insured depository subsidiaries of Huntington,
Huntington Florida, and Security National are all subject to this risk-based
assessment system.
CAPITAL REQUIREMENTS
The Federal Reserve Board has issued risk-based capital guidelines for
bank holding companies, such as Huntington and Security National. All of
Huntington's and Security National's depository institution subsidiaries
are subject to substantially similar capital requirements adopted by
applicable regulatory agencies. The risk-based capital ratio guidelines
establish a systematic analytical framework that makes regulatory capital
requirements more sensitive to differences in risk profiles among financial
institutions, takes off-balance sheet exposures into explicit account in
assessing capital adequacy, and minimizes disincentives to holding liquid,
low-risk assets. Under the guidelines and related policies, bank holding
companies, banks, and thrifts must maintain capital sufficient to meet both a
risk-based asset ratio test and leverage ratio test on a consolidated basis.
The risk-based ratio is determined by allocating assets and specified
off-balance sheet commitments into four weighted categories, with higher
weighting being assigned to categories perceived as representing greater
risk. A bank's capital is then divided by total risk-weighted assets to
yield the risk-based ratio. The leverage ratio is determined by relating core
capital (as described below) to total assets adjusted as specified in the
guidelines.
Generally, under the applicable guidelines, the financial
institution's capital is divided into two tiers. "Tier 1", or core capital,
includes common equity, noncumulative perpetual preferred stock (excluding
auction rate issues), and minority interests in equity accounts of
consolidated subsidiaries, less goodwill and, with certain limited
exceptions, all other intangible assets. Bank holding companies, however,
may include cumulative perpetual preferred stock in their Tier 1 capital, up
to a limit of 25% of such Tier 1 capital. "Tier 2", or supplementary
capital, includes, among other things, cumulative and limited-life preferred
stock, hybrid capital instruments, mandatory convertible securities,
- 47 -
qualifying subordinated debt, and the allowance for loan losses, subject to
certain limitations. "Total capital" is the sum of Tier 1 and Tier 2
capital.
Under the risk-based guidelines, financial institutions are required
to maintain a risk-based ratio of 8%, of which 4% must be Tier 1 capital.
The appropriate regulatory authority may set higher capital requirements when
an institution's particular circumstances warrant.
Under the leverage guidelines, financial institutions that meet
certain specified criteria, including excellent asset quality, high liquidity,
low interest rate exposure, and the highest regulatory rating, are required to
maintain a minimum leverage ratio of 3%. Financial institutions not meeting
these criteria are required to maintain a leverage ratio which exceeds 3% by a
cushion of at least 100 to 200 basis points.
The guidelines also provide that financial institutions experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels.
Furthermore, the Federal Reserve Board's guidelines indicate that the Federal
Reserve Board will continue to consider a "tangible Tier 1 leverage ratio" in
evaluating proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of an institution's Tier 1 capital, less all
intangibles, to total assets, less all intangibles.
Failure to meet applicable capital guidelines could subject the
financial institution to a variety of enforcement remedies available to the
federal regulatory authorities, including limitations on the ability to pay
dividends, the issuance by the regulatory authority of a capital directive to
increase capital, and the termination of deposit insurance by the FDIC, as
well as to the measures described under "FEDERAL DEPOSIT INSURANCE CORPORATION
IMPROVEMENT ACT OF 1991" as applicable to undercapitalized institutions.
As of September 30, 1994, the Tier 1 risk-based ratio, total
risk-based ratio, and total assets leverage ratio for Huntington were as
follows:
HUNTINGTON
FULLY ------------------------
PHASED-IN PRO SECURITY
REQUIREMENT HISTORICAL FORMA (1) NATIONAL
----------- ---------- --------- --------
Tier 1 Risk-Based Ratio . . . . . . 4.00% 9.90% 23.24%
Total Risk-Based Ratio . . . . . . 8.00% 14.06% 24.48%
Total Assets Leverage Ratio . . . . 3.00% 8.15% 11.10%
__________________
(1) Includes Huntington, First Fed, and Security National on a pro forma combined basis.
As of September 30, 1994, all of Huntington's banking and thrift
subsidiaries and Security Bank had capital in excess of all applicable
requirements.
The Federal Reserve Board, as well as the FDIC, the OCC, and the OTS,
have adopted changes to their risk-based and leverage ratio requirements that
require that all intangible assets, with certain exceptions, be deducted from
Tier 1 capital. Under the Federal Reserve Board's rules, the only types of
intangible assets that may be included in (i.e., not deducted from) a bank
holding company's capital are readily marketable purchased mortgage servicing
rights ("PMSRs") and purchased credit card relationships ("PCCRs"), provided
that, in the aggregate, the total amount of PMSRs and PCCRs included in capital
does not exceed 50% of Tier 1 capital. PCCRs are subject to a separate sublimit
of 25% of Tier 1 capital. The amount of PMSRs and PCCRs that a bank holding
company may include in its capital is limited to the lesser of (i) 90% of such
assets' fair market value (as determined under the guidelines), or (ii) 100% of
such assets' book value, each determined quarterly. Identifiable intangible
assets (i.e., intangible assets other than goodwill) other than PMSRs and PCCRs,
including core deposit intangibles, acquired on or before February 19, 1992
(the date the Federal Reserve Board issued its original proposal for public
comment), generally will not be deducted
- 48 -
from capital for supervisory purposes, although they will continue to
be deducted for purposes of evaluating applications filed by bank holding
companies. These revisions became effective for periods commencing after
March 15, 1993, and are reflected in Huntington's and Security National's
capital ratios as of September 30, 1994.
The Federal Reserve Board, the OCC, and the FDIC have proposed
revising their risk-based capital requirements to ensure that such
requirements provide for explicit consideration by commercial banks of
interest rate risk. Under the proposed rule, a bank's interest rate risk
exposure would be quantified using either the measurement system set forth
in the proposal or the bank's internal model for measuring such exposure,
if such model is determined to be adequate by the bank's examiner. If
the dollar amount of a bank's interest rate risk exposure, as measured under
either measurement system, exceeds 1% of the bank's total assets, the bank
would be required under the proposed rule to hold additional capital equal
to the dollar amount of the excess. It is anticipated that the regulatory
agencies will issue a revised proposed rule for further public comment.
Pending issuance of such revised proposal, Huntington's and Security
National's managements cannot determine what effect, if any, an interest
rate risk component would have on the capital of their subsidiary commercial
banks.
The OTS has adopted an amendment to its risk-based capital
requirements that, effective July l, 1994, requires savings institutions with
more than a "normal" level of interest rate risk to maintain additional
total capital. A savings institution's interest rate risk will be measured
in terms of the sensitivity of its "net portfolio value" to changes in
interest rates. Net portfolio value is defined, generally, as the present
value of expected cash inflows from existing assets and off-balance sheet
contracts less the present value of expected cash outflows from existing
liabilities. A savings institution will be considered to have a "normal"
level of interest rate risk exposure if the decline in its net portfolio value
after an immediate 200 basis point increase or decrease in market interest
rates (whichever results in the greater decline) is less than 2.0% of the
current estimated economic value of its assets. A savings institution with a
greater than normal interest rate risk will be required to deduct from total
capital, for purposes of calculating its risk-based capital requirement, an
amount (the "interest rate risk component") equal to one-half the
difference between the institution's measured interest rate risk and the
normal level of interest rate risk, multiplied by the economic value of its
total assets. Huntington has determined that its thrift subsidiaries would
not be deemed to have more than normal level of interest rate risk under the
new rule and believes that the new rule will not require any of such
institutions to increase total capital.
FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised
the regulatory and funding provisions of the Federal Deposit Insurance
Act and made revisions to several other federal banking and thrift statutes.
Among other things, FDICIA requires federal bank and thrift
regulatory authorities to take "prompt corrective action" with respect to
depository institutions that do not meet minimum capital requirements. For
these purposes, FDICIA established five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized."
The various regulatory agencies have adopted regulations to implement
the prompt corrective action provisions of FDICIA. Among other things, the
regulations define the relevant capital measures for the five capital
categories. An institution is deemed to be "well capitalized" if it has a
total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital
ratio of 6% or greater, and a Tier 1 leverage ratio of 5% or greater and is
not subject to a regulatory order, agreement or directive to meet and
maintain a specific capital level for any capital measure. An institution is
deemed to be "adequately capitalized" if it has a total risk-based capital
ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or greater,
and, generally, a Tier 1 leverage ratio of 4% or greater and the institution
does not meet the definition of a "well capitalized" institution. An
institution that does not meet one or more of the "adequately
capitalized" tests is deemed to be "undercapitalized". If the institution
has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based
capital ratio that is less than 3%, or a leverage ratio that is less than
3%, it is deemed to be
- 49 -
"significantly undercapitalized". Finally, an institution is deemed
to be "critically undercapitalized" if it has a ratio of tangible equity (as
defined in the regulations) to total assets that is equal to or less than 2%.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a cash dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized institutions are subject to
growth limitations and are required to submit a capital restoration plan.
If any depository institution subsidiary is required to submit a capital
restoration plan, its parent company would be required to provide a
limited guarantee regarding compliance with the plan as a condition of
approval of such plan by the appropriate federal banking or thrift agency. If
an undercapitalized institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized. Significantly
undercapitalized institutions may be subject to a number of requirements
and restrictions, including orders to sell sufficient voting stock to
become adequately capitalized, requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions may not, beginning 60 days after becoming
critically undercapitalized, make any payment of principal or interest on
their subordinated debt. In addition, critically undercapitalized
institutions are subject to appointment of a receiver or conservator.
Under FDICIA, a depository institution that is not well capitalized
is generally prohibited from accepting brokered deposits and offering
interest rates on deposits higher than the prevailing rate in its market.
The FDIC has recently adopted the same definitions of well capitalized,
adequately capitalized, and undercapitalized for the purposes of the brokered
deposit rules as those applicable to the prompt corrective action rules
described above. All of Huntington's banking subsidiaries currently meet the
definition of a well capitalized institution for purposes of accepting
brokered deposits. Under the regulatory definition of brokered deposits, as
of September 30, 1994, Huntington's banking subsidiaries had brokered deposits
of $29.8 million, compared to $32.0 million as of September 30, 1993.
Security Bank does not have brokered deposits.
FDICIA directs that each federal banking and thrift agency
prescribe standards for depository institutions and depository institution
holding companies relating to internal controls, information systems, internal
audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, a maximum ratio of classified assets to
capital, minimum earnings sufficient to absorb losses, a minimum ratio of
market value to book value for publicly traded shares, and such other
standards as the agency deems appropriate. The federal banking and thrift
regulatory agencies jointly proposed standards covering most of these items.
At this time, Huntington and Security National believe that the proposed
rules, if adopted in their current form, would not have a material effect on
their respective operations.
RECENT DEVELOPMENTS
The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994, enacted in September 1994, provides for nationwide interstate banking
and branching. Under the law, interstate acquisitions of banks or bank
holding companies in any state by bank holding companies in any other state
will be permissible one year after enactment. Interstate branching and
consolidations of existing bank subsidiaries in different states will be
permissible beginning June 1, 1997. The permissibility of consolidations
and branching may be accelerated by "opt-ins" by individual states. A state
may also, until June 1, 1997, adopt legislation to "opt-out" of interstate
branching and consolidations, but in that event the state's own banks
become ineligible to branch into, or consolidate their operations, in other
states.
The Riegle Community Development and Regulatory Improvement Act of
1994, also enacted in September 1994, made several changes in existing law
affecting bank holding companies, including a reduction in the minimum
post-approval antitrust review waiting period for depository institution
mergers and acquisitions, and the substitution of a notice for an
application when a bank holding company proposes to engage in, or acquire a
company to engage in, nonbanking activities.
- 50 -
EXPERTS
The consolidated financial statements of Huntington incorporated by
reference in Huntington's Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated herein by reference, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
The consolidated balance sheets as of December 31, 1993 and 1992, and
the consolidated statements of income, changes in shareholders' equity, and
cash flows for the years ended December 31, 1993 and 1992, of Security
National included in this Prospectus/Proxy Statement have been included
herein in reliance on the report of Price Waterhouse LLP, independent
certified public accountants, given on the authority of that firm as experts
in accounting and auditing.
LEGAL OPINIONS
The validity of the Huntington Common Stock to be issued to Security
National shareholders pursuant to the Merger and certain other legal
matters in connection with the Merger will be passed upon for Huntington
by Porter, Wright, Morris & Arthur, Columbus, Ohio. As of December 31, 1994,
members of such firm participating in the representation of Huntington on
this matter beneficially owned an aggregate of 16,298 shares of Huntington
Common Stock. Certain legal matters in connection with the Merger will be
passed on for Security National by Smith, Mackinnon, Harris, Greeley,
Bowdoin & Edwards P.A., Orlando, Florida. As of December 31, 1994, members
of such firm beneficially owned an aggregate of 5,000 shares of Security
National Common Stock.
OTHER MATTERS
As of the date of this Proxy Statement/Prospectus, management of
Security National knows of no business other than that described in this
Proxy Statement/Prospectus that will come before the meeting. Should any
other matters properly come before the Special Meeting, the proxy in the
enclosed form confers upon the person or persons designated to vote the
shares discretionary authority to vote the same with respect to any such
other matter in accordance with their best judgment.
- 51 -
INDEX TO FINANCIAL STATEMENTS
Page
INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SECURITY NATIONAL
Consolidated Balance Sheets as of September 30, 1994, 1993,
and 1992 and December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Consolidated Statements of Income for the Three Months
Ended September 30, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Income for the Nine Months
Ended September 30, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statement of Changes in Shareholders' Equity for
the Nine Months Ended September 30, 1994, 1993, and 1992 . . . . . . . . . . . . . . . F-4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . F-5
Notes to Unaudited Interim Financial Data . . . . . . . . . . . . . . . . . . . . . . . . F-6
Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Nine Months Ended September 30, 1994 . . . . . . . . . . F-7
CONSOLIDATED FINANCIAL STATEMENTS OF SECURITY NATIONAL AND SUBSIDIARY
Report of Independent Certified Public Accountants - Price Waterhouse LLP . . . . . . . . F-27
Consolidated Balance Sheets as of December 31, 1993 and 1992 . . . . . . . . . . . . . . F-28
Consolidated Statements of Income for the Years Ended
December 31, 1993, 1992, and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . F-29
Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1993, 1992, and 1991 . . . . . . . . . . . . . . . . . . . . F-30
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . F-31
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . F-32
Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43
- 52 -
SECURITY NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
9/30/94 12/31/93 9/30/93 9/30/92
------------- ------------- ------------ ------------
ASSETS
Cash and due from banks . . . . . $ 11,462,172 $ 17,318,438 $ 15,910,453 $ 9,244,898
Federal funds sold . . . . . . . 9,200,000 1,400,000 15,900,000 15,540,000
Investment securities held to
maturity . . . . . . . . . . . 56,068,792 90,394,591 80,399,162 47,204,193
Investment securities available
for sale . . . . . . . . . . . 25,197,287 - - -
Loans:
Commercial, financial
and agricultural . . . . . . 15,615,216 16,457,697 15,303,017 14,151,829
Real estate - construction . . 4,297,562 2,512,494 2,170,090 5,449,481
Real estate - mortgage . . . . 41,732,180 41,643,409 41,488,423 35,767,578
Installment and consumer lines . 9,350,915 9,860,602 10,173,748 9,664,370
------------ ------------- ------------ ------------
Total Loans . . . . . . . . . 70,995,873 70,474,202 69,135,278 65,033,258
Less: Unearned income . . . . . . (184,068) (205,747) (205,394) (177,132)
Allowance for loan losses . (1,123,792) (1,148,054) (1,220,101) (1,268,980)
------------ ------------ ------------ ------------
Net Loans . . . . . . . . . . 69,688,013 69,120,401 67,709,783 63,587,146
Premises and equipment . . . . . 6,906,744 7,124,060 7,176,301 7,189,105
Other assets . . . . . . . . . . 1,850,453 1,452,743 1,472,853 1,194,782
------------ ------------ ------------ ------------
TOTAL ASSETS . . . . . . . . $180,373,461 $186,810,233 $188,568,552 $143,960,124
============ ============ ============ ============
LIABILITIES
Non-interest bearing deposits . . $ 45,778,470 $ 47,799,457 $ 48,496,975 $ 33,629,001
Interest bearing deposits:
Savings, time and demand . . . 105,591,335 107,143,818 107,718,975 76,184,525
Time, $100,000 and over . . . . 7,158,520 7,555,782 9,212,295 10,736,504
------------ ------------ ------------ ------------
Total Deposits . . . . . . . 158,528,325 162,499,057 165,428,245 120,550,030
Short-term borrowings . . . . . . 1,286,888 2,968,507 2,627,513 3,090,568
Other liabilities . . . . . . . . 536,845 1,226,001 789,812 663,500
------------ ------------ ------------ ------------
Total Liabilities . . . . . . 160,352,058 166,693,565 168,845,570 124,304,098
SHAREHOLDERS' EQUITY
Common stock - $1 par value . . . 1,671,200 1,671,200 1,671,200 1,671,200
Additional paid-in capital . . . 17,892,824 17,892,824 17,892,824 17,892,824
Retained earnings . . . . . . . . 2,472,475 1,715,094 1,321,408 342,002
Net unrealized gain (loss) on
investment securities available
for sale . . . . . . . . . . . (293,078) - - -
Less: Treasury stock - at cost. . (1,722,018) (1,162,450) (1,162,450) (250,000)
------------ ------------ ------------ ------------
20,021,403 20,116,668 19,722,982 19,656,026
------------ ------------ ------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $180,373,461 $186,810,233 $188,568,552 $143,960,124
============ ============ ============ ============
F-1
SECURITY NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------
1994 1993 1992
---------- ---------- ----------
INTEREST INCOME
Interest and fees on loans . . . . . . . . . . . . $1,586,062 $1,328,458 $1,284,328
Interest on federal funds sold . . . . . . . . . . 125,710 82,287 78,283
Interest and dividends on taxable securities . . . 961,313 972,840 698,687
---------- ---------- ----------
Total Interest Income . . . . . . . . . . . . 2,673,085 2,383,585 2,061,298
INTEREST EXPENSE
Interest on deposits . . . . . . . . . . . . . . . 763,210 710,421 689,465
Interest on short-term borrowings and
Fed Funds Purchased . . . . . . . . . . . . . . . 0 13,369 8,535
---------- ---------- ----------
Total Interest Expense . . . . . . . . . . . 763,210 723,790 698,000
---------- ---------- ----------
NET INTEREST INCOME . . . . . . . . . . . . . 1,909,875 1,659,795 1,363,298
Provision for loan losses . . . . . . . . . . . . . . 0 -- 67,800
---------- ---------- ----------
Net Interest Income After Provision for Loan Losses. 1,909,875 1,659,795 1,295,498
NONINTEREST INCOME:
Service Charges . . . . . . . . . . . . . . . . . . 137,060 110,947 71,552
Gain on sale of investment securities . . . . . . . 0 0 0
Rental income . . . . . . . . . . . . . . . . . . . 13,008 12,267 18,881
Mortgage banking fees . . . . . . . . . . . . . . . 24,591 52,577 0
Other . . . . . . . . . . . . . . . . . . . . . . . 0 7,496 2,372
---------- ---------- ----------
Total Noninterest Income . . . . . . . . . . 174,659 183,287 92,805
NONINTEREST EXPENSES:
Salaries and employee benefits . . . . . . . . . . 466,659 471,066 442,072
Occupancy expenses . . . . . . . . . . . . . . . . 133,611 117,964 127,030
Equipment expenses . . . . . . . . . . . . . . . . 94,890 132,453 121,561
Other operating expenses . . . . . . . . . . . . . 532,907 489,569 409,801
---------- ---------- ----------
Total Noninterest Expenses . . . . . . . . . 1,228,067 1,211,052 1,100,464
---------- ---------- ----------
Income before income taxes . . . . . . . . . . . . . 856,467 632,030 287,839
Applicable Income taxes . . . . . . . . . . . . . . . 320,000 234,950 108,501
---------- ---------- ----------
NET INCOME (LOSS) . . . . . . . . . . . . . . $ 536,467 $ 397,080 $ 179,338
========== ========== ==========
Earnings per share:
Net Income Per Common Share $0.35 $0.25 $0.11
F-2
SECURITY NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30
-----------------------------------------------
1994 1993 1992
---------- ---------- ----------
INTEREST INCOME
Interest and fees on loans . . . . . . . . . . . . $4,389,979 $3,890,749 $3,959,721
Interest on federal funds sold . . . . . . . . . . 207,811 232,062 259,228
Interest and dividends on taxable securities . . . 2,950,076 2,714,805 2,086,115
---------- ---------- ----------
Total Interest Income . . . . . . . . . . . . 7,547,866 6,837,616 6,305,064
INTEREST EXPENSE
Interest on deposits . . . . . . . . . . . . . . . 2,131,043 2,022,122 2,240,421
Interest on short-term borrowings and
Fed Funds Purchased . . . . . . . . . . . . . . . 9,666 38,082 47,931
---------- ---------- ----------
Total Interest Expense . . . . . . . . . . . 2,140,709 2,060,204 2,288,352
NET INTEREST INCOME . . . . . . . . . . . . . 5,407,157 4,777,412 4,016,712
---------- ---------- ----------
Provision for loan losses . . . . . . . . . . . . . . 0 60,000 231,800
---------- ---------- ----------
Net Interest Income After Provision for
Loan Losses . . . . . . . . . . . . . . . . . . . 5,407,157 4,717,412 3,784,912
NONINTEREST INCOME:
Service Charges . . . . . . . . . . . . . . . . . . 435,673 338,350 234,590
Gain on sale of investment securities . . . . . . . 6,826 0 16,674
Rental income . . . . . . . . . . . . . . . . . . . 36,817 42,740 50,188
Mortgage banking fees . . . . . . . . . . . . . . . 105,198 117,481 0
Other . . . . . . . . . . . . . . . . . . . . . . . 0 23,409 35,749
---------- ---------- ----------
Total Noninterest Income . . . . . . . . . . 584,514 521,980 337,201
NONINTEREST EXPENSES:
Salaries and employee benefits . . . . . . . . . . 1,360,958 1,405,097 1,219,606
Occupancy expenses . . . . . . . . . . . . . . . . 402,598 383,366 338,629
Equipment expenses . . . . . . . . . . . . . . . . 299,244 421,066 362,145
Other operating expenses . . . . . . . . . . . . . 1,476,712 1,513,263 1,203,772
---------- ---------- ----------
Total Noninterest Expenses . . . . . . . . . 3,539,512 3,722,792 3,124,152
Income before income taxes . . . . . . . . . . . . . 2,452,159 1,516,600 997,961
Applicable Income taxes . . . . . . . . . . . . . . . 914,800 565,600 365,501
---------- ---------- ----------
NET INCOME (LOSS) . . . . . . . . . . . . . . $1,537,359 $ 951,000 $ 632,460
========== ========== ==========
Earnings per share:
Net Income Per Common Share $1.01 $0.60 $0.38
F-3
SECURITY NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
COMMON ADDITIONAL RETAINED
STOCK PAID-IN EARNINGS UNREALIZED TREASURY
$1 PAR VALUE CAPITAL (DEFICIT) LOSS STOCK TOTAL
------------ ----------- ---------- ---------- ----------- -----------
Balance at December 31, 1991 $1,671,200 $17,892,824 $ (125,338) - $ (250,000) $19,188,686
Net income - - 632,460 - - 632,460
Payment of dividend - - (165,120) - - (165,120)
---------- ----------- ---------- --------- ----------- -----------
Balance at September 30, 1992 $1,671,200 $17,892,824 $ 342,002 - $ (250,000) $19,656,026
========== =========== ========== ========= =========== ===========
Balance at December 31, 1992 $1,671,200 $17,892,824 $ 700,648 - $ (250,000) $20,014,672
Net income - - 951,000 - - 951,000
Payment of dividend - - (330,240) - - (330,240)
Acquisition of treasury shares
(91,425 at $10.00 per share) - - - - (912,450) (912,450)
---------- ----------- ---------- --------- ----------- -----------
Balance at September 30, 1993 $1,671,200 $17,892,824 $1,321,408 - $(1,162,450) $19,722,982
========== =========== ========== ========= =========== ===========
Balance at December 31, 1993 $1,671,200 $17,892,824 $1,715,094 - $(1,162,450) $20,116,668
Net income - - 1,537,359 - - 1,537,359
Payment of dividend - - (779,978) - - (779,978)
Net unrealized loss on
investment securities
available for sale $(293,078) (293,078)
Sale of treasury shares
(1,333 at $12.50 per share) - - - - 16,663 16,663
Acquisition of treasury
shares (50,107 at $11.50
per share) - - - - (576,231) (576,231)
---------- ----------- ---------- --------- ----------- -----------
Balance at September 30, 1994 $1,671,200 $17,892,824 $2,472,475 $(293,078) $(1,722,018) $20,021,403
========== =========== ========== ========= =========== ===========
F-4
SECURITY NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30
------------------------------------------------
Increase (Decrease) In Cash 1994 1993 1992
----------- ------------ ------------
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . $ 1,537,359 $ 951,000 $ 632,460
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Provision for loan losses . . . . . . . . . 0 60,000 231,800
Depreciation and amortization . . . . . . . 276,267 325,945 282,005
Net investment security discounts/premiums . 428,388 337,273 281,252
Provision for taxes net of payments . . . . (7,200) 39,400 131,116
Decrease (increase) in interest receivable . (150,621) (101,962) 40,694
Decrease (increase) in other assets . . . . (247,089) 26,301 153,124
Increase (decrease) in interest payable . . 16,941 (47,640) (61,441)
Increase (decrease) in other liabilities . . (698,897) 200,743 109,639
All other - net . . . . . . . . . . . . . . -- -- --
----------- ------------ ------------
Net Cash Provided By Operating Activities . . . . 1,155,148 1,851,060 1,800,649
INVESTING ACTIVITIES
Net change in federal funds sold . . . . . . . . (7,800,000) (4,150,000) (4,505,000)
Purchases of investment securities . . . . . . . -- (31,542,852) (17,068,253)
Maturities and principal collections of
investment securities . . . . . . . . . . . . 3,404,914 11,446,109 8,016,945
Sale of investment securities . . . . . . . . . 5,002,132 -- 6,014,732
Net decrease (increase) in loans . . . . . . . . (567,612) (3,539,133) 1,361,627
Increase in premises and equipment . . . . . . . (58,951) (119,011) (1,376,558)
Purchase of Treasury Stock . . . . . . . . . . . (559,568) (912,450) --
----------- ------------ ------------
Net Cash Provided By (Used In)
Investing Activities . . . . . . . . . . . . . (79,085) (28,817,337) (7,556,507)
FINANCING ACTIVITIES
Net increase (decrease) in deposits . . . . . . (3,970,732) 29,234,084 3,046,349
Net increase (decrease) in
short-term borrowings . . . . . . . . . . . . (1,681,619) (863,628) 905,306
Payment of dividend . . . . . . . . . . . . . . (779,978) (330,240) (165,120)
----------- ------------ ------------
Net Cash Provided By (Used In)
Financing Activities . . . . . . . . . . . . . . (6,432,329) 28,040,216 3,786,535
Net Increase (Decrease) In Cash and
Due From Banks . . . . . . . . . . . . . . . . . (5,856,266) 1,113,339 (1,969,323)
Beginning Balance of Cash and Due From Banks . . . 17,318,438 14,836,512 11,214,221
----------- ------------ ------------
Ending Balance Cash and Due From Banks . . . . . . $11,462,172 $ 15,910,451 $ 9,244,898
=========== ============ ============
F-5
SECURITY NATIONAL CORPORATION
NOTE TO UNAUDITED INTERIM FINANCIAL DATA
NOTE 1: ACCOUNTING POLICIES
INTERIM DATA
The interim financial data is unaudited; however,
in the opinion of Security National Corporation ("Security
National"), the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary
for a fair statement of the results of the interim periods.
INVESTMENTS
Security National adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("FAS 115"), on
January 1, 1994. In accordance with FAS 115, prior periods'
financial statements have not been restated to reflect the
change in accounting method. There was no cumulative
effect as a result of adopting FAS 115 in 1994.
Management has reviewed the securities portfolio and
classified securities as either held to maturity or
available for sale. In determining such classification,
securities expected to be held to maturity were classified
in the amortized historical cost portfolio. All other
securities were classified as available for sale and
carried at fair value with the unrealized gains and losses
included in shareholders' equity on an after-tax basis.
Prior to the adoption of FAS 115, management
determined the appropriate classification of securities at
the time of purchase. If management had the intent and
Security National had the ability at the time of purchase to
hold securities until maturity or on a long-term basis,
they were classified as investment securities and carried
at amortized historical cost. Securities to be held for
indefinite periods of time and not intended to be held to
maturity or on a long-term basis were classified as held for
sale and carried at the lower of aggregate cost or market
value.
F-6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Security National Corporation (the "Company") was incorporated under
the laws of the State of Delaware on May 19, 1987. The Company operates one
wholly-owned national banking subsidiary chartered by the Office of the
Comptroller of the Currency and whose deposits are insured by the Bank
Insurance Fund of the Federal Deposit Insurance Corporation. The Company's
subsidiary bank is also a member of the Federal Reserve System.
The Company's banking subsidiary currently operates from six locations
in five counties in the central Florida area:
LOCATION DATE OPENED
------------------------ ----------------
Main Office
253 North Orlando Avenue
Maitland, Florida November, 1986
Kissimmee Office
100 Park Place Boulevard
Kissimmee, Florida June, 1988
Altamonte Springs Office
360 West State Road 436
Altamonte Springs, Florida December, 1988
Melbourne Office
685 South Babcock Street
Melbourne, Florida January, 1989
Sanford Office
201 North Park Avenue
Sanford, Florida June, 1993
Orange City Office
884 Saxon Boulevard
Orange City, Florida September, 1993
The Company's executive offices are located in the Maitland, Florida
facility.
The following analysis of financial results and financial condition at
and for the three and nine month periods ended September 30, 1994, September 30,
1993, and September 30, 1992, should be read in conjunction with the financial
statements and statistical data presented elsewhere.
F-7
SUMMARY OF EARNINGS RESULTS
Net income for the three and nine month periods ended September 30,
1994, September 30, 1993, and September 30, 1992, are set forth below:
For the three months ended September 30, 1994 $ 536,467
For the three months ended September 30, 1993 397,080
For the three months ended September 30, 1992 179,338
For the nine months ended September 30, 1994 $1,537,359
For the nine months ended September 30, 1993 951,000
For the nine months ended September 30, 1992 632,460
Net income for the three months ended September 30, 1994, increased 35%
from the three months ended September 30, 1993. Net income in the third quarter
of 1993 increased 121% over the similar period in 1992. Earnings increased 62%
for the nine month period ending September 30, 1994, as compared to the same
period in 1993. Earnings for the first nine months of 1993 increased 50% over
the comparable period in 1992.
On a quarterly basis, net income per share for 1994, 1993, and 1992
were:
QUARTER 1994 1993 1992
------ ------ ------
First Quarter . . . . . . . . . . $0.30 $0.15 $0.13
Second Quarter . . . . . . . . . 0.36 0.20 0.14
Third Quarter . . . . . . . . . . 0.35 0.25 0.11
Fourth Quarter . . . . . . . . . 0.25 0.22
The increase in earnings during the three and nine months ended
September 30, 1994, as compared to the same periods in 1993 was primarily the
result of increased net interest income attributable to a 8% gain in average
earning assets in the first nine months of 1994 over 1993. The increase in
earnings during the three and nine months ended September 30, 1993, as compared
to the same periods in 1992 was also attributable to increases in net interest
income associated with growth in earning assets.
Earnings during the three and nine months ended September 30, 1993, were
adversely affected by the expenses associated with the litigation in which the
Company's subsidiary was involved. A settlement was reached during the fourth
quarter of 1993 and all costs and expenses associated with the litigation were
booked in the year ended December 31, 1993.
Annualized returns on average assets (ROA) and annualized returns on
average shareholders' equity (ROE) were:
ROA ROE
----- ------
For the three months ended September 30, 1994 1.17% 10.75%
For the three months ended September 30, 1993 0.90% 8.07%
For the three months ended September 30, 1992 0.53% 3.65%
For the nine months ended September 30, 1994 1.15% 10.50%
For the nine months ended September 30, 1993 0.76% 6.49%
For the nine months ended September 30, 1992 0.64% 4.36%
F-8
NET INTEREST INCOME
Net interest income, the principal source of income for the Company, is
the total interest income on earning assets less the interest expense on
deposits and funds borrowed to support earning assets. The following table
sets forth information concerning net interest income for the three month
periods ended September 30, 1994, September 30, 1993, and September 30, 1992:
Three months ended September 30:
1994 1993 1992
---------- ---------- ----------
Interest income . . . . . . . $2,673,085 $2,383,585 $2,061,298
Interest expense . . . . . . 763,210 723,790 698,000
---------- ---------- ----------
Net interest income . . . . . $1,909,875 $1,659,795 $1,363,298
========== ========== ==========
Nine months ended September 30:
1994 1993 1992
---------- ---------- ----------
Interest income . . . . . . . $7,547,866 $6,837,616 $6,305,064
Interest expense . . . . . . 2,140,709 2,060,204 2,288,352
---------- ---------- ----------
Net interest income . . . . . $5,407,157 $4,777,412 $4,016,712
========== ========== ==========
Changes in net interest income from period to period result from
increases or decreases in the average balances (volume) of interest earning
assets and interest bearing liabilities, increases or decreases in the average
rates earned and paid on such assets and liabilities, the Bank's ability to
manage its earning asset portfolio, and the availability of particular sources
of funds.
Net interest income has been positively influenced by the growth in
earning assets. Average earning assets increased 8% during the first nine months
of 1994 as compared to 1993, and 25% during the nine months of 1993 as compared
to the same period in 1992. The Company's cost of funds was also favorably
impacted by significant increases in average noninterest bearing demand deposit
balances during the nine months ended September 30, 1994 (+13%), and September
30, 1993 (+46%), as compared to the same period in the prior years. These
increases are the result of continued growth by the Company through ongoing
business development efforts.
Net interest income also is affected by interest rates in the national
money markets which generally reflect the monetary policy actions by the Board
of Governors of the Federal Reserve System. Set forth below is the average
prime interest rate charged on loans and the average Federal Funds rate earned
by the Company during the three month periods ended September 30, 1994,
September 30, 1993, and September 30, 1992:
FEDERAL
PRIME FUNDS
RATE RATE
----- -------
For the three months ended September 30, 1994 7.50% 3.07%
For the three months ended September 30, 1993 6.00% 3.07%
For the three months ended September 30, 1992 6.00% 3.18%
For the nine months ended September 30, 1994 6.81% 4.18%
For the nine months ended September 30, 1993 6.00% 3.02%
For the nine months ended September 30, 1992 6.33% 3.60%
Loans tied to the prime rate and investments in Federal Funds comprised
37% of the Company's earning assets at September 30, 1994, 40% at September 30,
1993, and 53% at September 30, 1992.
F-9
The tables on the following two pages provide a detailed analysis
of the changes in net interest income and illustrate the impact in the
increase in balances of interest earning assets and interest bearing
liabilities as well as the impact of the decline in overall interest rates in
the financial marketplace.
ANALYSIS OF CHANGES IN NET INTEREST INCOME
The following table sets forth the dollar amount of changes in net
interest income for each major category of interest earning asset and interest
bearing liability for the periods indicated:
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, NET CHANGE NET CHANGE
---------------------------------------
1994 1993 1992 1993-1994 1992-1993
---------- ---------- ---------- ---------- ----------
Earning Assets - Interest Income:
Interest Bearing Bank Balances . . . $ 999 $ 4,500 $ 4,500 $ (3,501) $ 0
Fed Funds Sold . . . . . . . . . . . 207,811 232,062 259,228 (24,251) (27,166)
Taxable Investment Securities . . . . 2,949,077 2,710,305 2,081,615 238,772 628,690
Non-taxable Investment Securities . . 0 0 0 0 0
Loans (Includes Loan Fees) . . . . . 4,389,979 3,890,749 3,959,721 499,230 (68,972)
---------- ---------- ---------- --------- ---------
TOTAL . . . . . . . . . . . . . . . . $7,547,866 $6,837,616 $6,305,064 $ 710,250 $ 532,552
Interest Expense on Deposits and Borrowed Funds:
Demand Accounts-Interest Bearing . . $ 211,386 $ 213,661 $ 266,498 $ (2,275) $ (52,837)
Savings . . . . . . . . . . . . . . . 64,971 48,639 37,220 16,332 11,419
Money Market Accounts . . . . . . . . 1,379,706 1,013,392 1,031,510 366,314 (18,118)
Time Deposits . . . . . . . . . . . . 432,987 746,430 905,193 (313,443) (158,763)
Fed Funds Purchased . . . . . . . . . 9,666 0 0 9,666 0
TTL and Other Borrowings . . . . . . 41,993 38,082 47,931 3,911 (9,849)
---------- ---------- ---------- --------- ---------
TOTAL . . . . . . . . . . . . . . . . 2,140,709 2,060,204 2,288,352 80,505 (228,148)
---------- ---------- ---------- --------- ---------
NET INTEREST INCOME . . . . . . . . . $5,407,157 $4,777,412 $4,016,712 $ 629,745 $ 760,700
========== ========== ========== ========= =========
Interest income on loans includes loan fee recognition as follows:
For the nine months ending September 30, 1994 $68,682
For the nine months ending September 30, 1993 $68,293
For the nine months ending September 30, 1992 $82,427
Changes in net interest income are attributed to either changes in
average balances (volume change) or changes in average rates (rate change) for
earning assets and sources of funds on which interest is paid. Volume change
is calculated as change in volume times the old rate while rate change is
the change in rate times the old volume. The table on the following page
indicates the dollar amount of the change attributable to each factor. The
rate/volume change, the change in rate times the change in volume, is
allocated between the volume change and rate change at the ratio each of the
components bears to the absolute value of their total.
F-10
AMOUNT OF CHANGE AMOUNT OF CHANGE
ATTRIBUTABLE TO ATTRIBUTABLE TO
TOTAL CHANGES IN: TOTAL CHANGES IN:
CHANGE ---------------------- CHANGE -----------------------
FROM OUTSTANDING FROM OUTSTANDING
9/30/93 TO BALANCES INTEREST 9/30/92 TO BALANCES INTEREST
9/30/94 (VOLUME) RATES 9/30/93 (VOLUME) RATES
---------- ---------- --------- ---------- ---------- ---------
Interest Income:
Interest Earning
Balances in Banks . . . . $ (3,501) $ 0 $ (3,501) $ 0 $ 0 $ 0
Fed Funds Sold . . . . . . . (24,251) (97,555) 73,304 (27,166) 17,314 (44,480)
Investment Securities:
Taxable . . . . . . . . . 238,772 491,783 (253,011) 628,690 1,089,522 (460,832)
Non-taxable . . . . . . . 0 0 0 0 0 0
Loans (Includes Loan Fees) . 499,230 156,524 342,706 (68,972) 135,497 (204,469)
--------- --------- --------- --------- ---------- ---------
Total . . . . . . . . . . . . 710,250 550,752 159,498 532,552 1,242,334 (709,782)
Interest Expense:
Demand Accounts -
Interest Bearing . . . . (2,275) (1,635) (640) (52,837) 15,624 (68,461)
Savings . . . . . . . . . . . 16,332 15,276 1,056 11,419 19,357 (7,938)
Money Market Accounts . . . . 366,314 351,511 14,803 (18,118) 299,767 (317,885)
Time Deposits . . . . . . . . (313,443) (311,271) (2,172) (158,763) 138,042 (296,805)
Fed Funds Purchased . . . . . 9,666 9,666 0 0 0 0
TTL and Other Borrowings . . 3,911 (6,729) 10,640 (9,849) 155 (10,004)
--------- --------- --------- --------- ---------- ---------
Total . . . . . . . . . . . . 80,505 56,818 23,687 (228,148) 472,944 (701,092)
--------- --------- --------- --------- ---------- ---------
Net Interest Income . . . . . $ 629,745 $ 493,934 $ 135,811 $ 760,700 $ 769,390 $ (8,690)
========= ========= ========= ========= ========== =========
PROVISION FOR LOAN LOSSES
It is the Company's practice to maintain the allowance for loan
losses at a level considered by management to be adequate to provide for
reasonably foreseeable loan losses. Management's evaluation is based upon a
continuing review of the loan portfolio and includes, but is not limited to,
consideration of actual loan loss experience, the present and prospective
financial condition of borrowers, industry concentrations within the
portfolio, and general economic conditions.
The tables on the following two pages set forth the loan loss
experience of the Company for the nine months ended September 30, 1994,
September 30, 1993, and September 30, 1992, and management's allocation of the
reserve for loan losses.
As noted on the table on the following page, the annualized ratio of
net charge-offs during the nine months ended September 30, 1994, September
30, 1993, and September 30, 1992, have remained moderate. Loan losses are
the result of economic weaknesses in markets in which the Company
operates which cause deterioration in the credit quality of isolated loans.
The Company reduced the provision charged to expense for possible loan losses
during the nine months ended September 30, 1994, and the nine months ended
September 30, 1993, due to its moderate loan loss experience and after a
thorough evaluation of the adequacy of the allowance for loan losses.
F-11
Bank management believes that the Bank's allowance for loan losses was
adequate at September 30, 1994, based upon the Bank's loan portfolio as of that
date.
SUMMARY OF LOAN LOSS EXPERIENCE
The following table summarizes the Company's loan loss experience for
the nine months ended September 30:
9/30/94 9/30/93 9/30/92
----------- ----------- -----------
Average loans outstanding . . . . . $70,116,695 $67,592,808 $65,157,502
Net loans at end of period . . . . $70,811,805 $68,929,884 $64,856,126
Allowance for loan losses
at beginning of period . . . . . $ 1,148,054 $ 1,176,602 $ 1,147,250
Loans Charged off:
Commercial Loans. . . . . . . . . 0 4,794 130,532
Residential real estate loans . . 0 0 0
Commercial real estate loans . . 0 0 0
Construction and land
development loans . . . . . . . 0 0 3,011
Installment loans . . . . . . . . 31,119 0 2,442
Revolving credit loans . . . . . 0 17,098 1,961
----------- ----------- -----------
31,119 21,892 137,946
Recoveries of loans previously
charged off . . . . . . . . . . . 6,857 5,391 27,876
----------- ----------- -----------
Net loans charged off . . . . . . . 24,262 16,501 110,070
Provision charged to expense . . . 0 60,000 231,800
----------- ----------- -----------
Allowance for loan losses
at end of period . . . . . . . . $ 1,123,792 $ 1,220,101 $ 1,268,980
=========== =========== ===========
Annualized ratio of net charge-offs
during period to average net
loans outstanding . . . . . . . . 0.05% 0.03% 0.23%
Allowance for loan losses as
a percentage of net loans
outstanding at end of period . . 1.59% 1.77% 1.96%
F-12
ALLOCATION OF RESERVE FOR LOAN LOSSES
Although the total reserve is available to absorb losses from all
loans, management allocates the reserve among general portfolio categories
for informational and regulatory reporting purposes. The following
tables reflect that allocation and information for the periods indicated:
ALLOCATION OF RESERVE FOR LOAN LOSSES BY LOAN TYPE
9/30/94 12/31/93 9/30/93 9/30/92
---------- ---------- ---------- ----------
Commercial Loans . . . . . . . . . . . . $ 156,152 $ 164,577 $ 153,030 $ 249,720
Residential real estate loans . . . . . . 24,722 24,606 23,270 8,034
Commercial real estate loans . . . . . . 372,727 367,222 368,344 268,529
Construction and land development loans . 38,127 25,125 21,701 50,775
Installment loans . . . . . . . . . . . . 58,312 63,619 62,904 24,355
Revolving credit loans . . . . . . . . . 58,574 59,639 64,268 77,968
Unallocated reserve . . . . . . . . . . . 415,178 443,267 526,584 589,599
---------- ---------- ---------- ----------
Total. . . . . . . . . . . . . . . . . . $1,123,792 $1,148,054 $1,220,101 $1,268,980
========== ========== ========== ==========
ALLOCATION OF RESERVE FOR LOAN LOSSES AS A PERCENTAGE OF TOTAL RESERVE
9/30/94 12/31/93 9/30/93 9/30/92
------- -------- ------- -------
Commercial Loans . . . . . . . . . . . . 13.9% 14.0% 12.5% 19.7%
Residential real estate loans . . . . . . 2.2% 2.1% 1.9% 0.6%
Commercial real estate loans . . . . . . 33.2% 31.2% 30.2% 21.2%
Construction and land development loans . 3.4% 2.1% 1.8% 4.0%
Installment loans . . . . . . . . . . . . 5.2% 5.4% 5.2% 1.9%
Revolving credit loans . . . . . . . . . 5.2% 5.1% 5.3% 6.1%
Unallocated reserve . . . . . . . . . . . 36.9% 40.1% 43.1% 46.5%
------ ------ ------ ------
Total. . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======
PERIOD END LOAN TYPES AS A PERCENTAGE OF TOTAL LOANS
9/30/94 12/31/93 9/30/93 9/30/92
------- -------- ------- -------
Commercial Loans . . . . . . . . . . . . 22.0% 23.4% 22.1% 21.8%
Residential real estate loans . . . . . . 7.0% 7.0% 6.7% 7.7%
Commercial real estate loans . . . . . . 52.4% 52.0% 53.4% 47.2%
Construction and land development loans . 5.4% 3.6% 3.1% 8.4%
Installment loans . . . . . . . . . . . . 6.6% 7.2% 7.3% 7.5%
Revolving credit loans . . . . . . . . . 6.6% 6.8% 7.4% 7.4%
------ ------ ------ ------
Total. . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ======
F-13
AVERAGE BALANCE SHEETS AND COMPOSITION OF AVERAGE DEPOSITS
The tables on the following two pages show the average balances
of assets, liabilities, and shareholders' equity, the amount of interest
income or expense and the average yield or rate for each category of
interest earning assets and interest bearing liability, the Company's net
interest spread, and the Company's net interest margin.
The mix of the Company's average earning assets as a percentage of
total average assets for the nine months ended September 30, 1994, September
30, 1993, and September 30, 1992, were:
1994 1993 1992
---- ---- ----
Interest - Bearing Bank Balances 0.1% 0.1% 0.1%
Federal Funds Sold 3.7% 6.2% 7.2%
Investment Securities 46.8% 42.3% 32.7%
Loans (Net of Unearned Income) 39.3% 40.7% 49.1%
----- ----- -----
Total Earning Assets 89.9% 89.2% 89.1%
===== ===== =====
As the table above indicates, the Company's mix of earning assets has
remained constant over the three year period. In actual terms, loan
outstandings have remained constant, and funds received from the growth in
deposits have been employed in the investment portfolio.
Average deposit liabilities increased 9% during the first nine months
of 1994 as compared to 1993. In the nine months ended September 30, 1993,
average deposits increased 30% over the comparable period in 1992.
F-14
AVERAGE BALANCE SHEETS
9/30/94 9/30/93
----------------------------------- ------------------------------------
INTEREST INTEREST
INCOME INCOME
AVERAGE OR AVERAGE OR
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------------ --------- ----- ------------ --------- -----
ASSETS:
Interest Bearing Bank Balances . $100,000 $999 1.33% $100,000 $4,500 6.03%
Fed Funds Sold . . . . . . . . 6,632,352 207,811 4.18% 10,288,185 232,062 3.02%
Taxable Investment Securities . 83,567,577 2,949,077 4.71% 70,335,087 2,710,305 5.17%
Non-taxable Investment
Securities . . . . . . . . . . . 0 0 0.00% 0 0 0.00%
Loans (Net of Unearned Income) . 70,116,695 4,389,979 8.35% 67,592,808 3,890,749 7.72%
----------- --------- ----- ----------- --------- -----
TOTAL EARNING ASSETS/
INTEREST INCOME . . . . . . . . 160,416,624 7,547,866 6.27% 148,316,080 6,837,616 6.18%
All Other Assets . . . . . . . . 18,156,545 17,956,206
------------ ------------
TOTAL . . . . . . . . . . $178,573,169 $166,272,286
============ ============
LIABILITIES AND SHAREHOLDERS EQUITY:
Deposits:
Demand-interest Bearing . . . $15,336,094 $211,386 1.84% $15,515,745 $213,661 1.85%
Savings . . . . . . . . . . . 3,749,173 64,971 2.31% 2,880,977 48,639 2.26%
Money Market Accounts . . . . 76,725,934 1,379,706 2.40% 57,464,570 1,013,392 2.36%
Time Deposits . . . . . . . . 17,314,182 432,987 3.33% 29,923,800 746,430 3.34%
Fed Funds Purchased . . . . . . 387,417 9,666 3.33% 0 0 0.00%
TTL and Other Borrowings . . . . 1,454,934 41,993 3.85% 1,733,431 38,082 2.95%
----------- --------- ----- ---------- --------- -----
TOTAL INTEREST
BEARING FUNDS . . . . . . . . . 114,967,734 2,140,709 2.48% 107,518,523 2,060,204 2.57%
Demand Deposits . . . . . . . . . 43,500,597 38,511,653
Other Liabilities . . . . . . . . 574,493 718,340
Shareholders' Equity . . . . . . 19,530,345 19,523,770
------------ -----------
TOTAL . . . . . . . . . . $178,573,169 $166,272,286
============ ============
INTEREST SPREAD (Average Rate
Earned Minus Average Rate Paid) . . . . . . . 3.79% 3.61%
NET INTEREST INCOME . . . . . . . . . . . . . . $5,407,157 $4,777,412
NET INTEREST MARGIN (Net Interest
Income/Average Earning Assets) . . . . . . . . 4.51% 4.32%
AVERAGE BALANCE SHEETS
9/30/92
-------------------------------------
INTEREST
INCOME
AVERAGE OR
BALANCE EXPENSE RATE
------------ --------- ------
ASSETS:
Interest Bearing Bank Balances . $100,000 $4,500 6.00%
Fed Funds Sold . . . . . . . . 9,598,246 259,228 3.60%
Taxable Investment Securities. . 43,428,856 2,081,615 6.39%
Non-taxable Investment
Securities . . . . . . . . . . 0 0 0.00%
Loans (Net of Unearned Income) . 65,157,502 3,959,721 8.10%
------------ --------- -----
TOTAL EARNING ASSETS/
INTEREST INCOME . . . . . . . 118,284,604 6,305,064 7.11%
All Other Assets . . . . . . . . 16,060,954
------------
TOTAL . . . . . . . . . . $132,642,991
============
LIABILITIES AND SHAREHOLDERS EQUITY
Deposits:
Demand-interest Bearing . . . $14,600,980 $266,498 2.43%
Savings . . . . . . . . . . . 1,786,409 37,220 2.78%
Money Market Accounts . . . . 42,705,777 1,031,510 3.22%
Time Deposits . . . . . . . . 25,510,405 905,193 4.73%
Fed Funds Purchased . . . . . . 0 0 0.00%
TTL and Other Borrowings . . . . 1,727,702 47,931 3.70%
------------ ---------- -----
TOTAL INTEREST
BEARING FUNDS . . . . . . . . . 86,331,273 2,288,352 3.53%
Demand Deposits . . . . . . . . . 26,385,227
Other Liabilities . . . . . . . . 565,917
Shareholders' Equity . . . . . . 19,360,574
------------
TOTAL . . . . . . . . . . $132,642,991
============
INTEREST SPREAD (Average Rate
Earned Minus Average Rate Paid. . . . . . 3.58%
NET INTEREST INCOME . . . . . . . . . . . . . . $4,016,712
NET INTEREST MARGIN (Net Interest
Income/Average Earning Assets) . . . . . . 4.53%
F-15
COMPOSITION OF AVERAGE DEPOSITS
AVERAGE DEPOSIT BALANCES:
NINE MONTHS ENDED SEPTEMBER 30, AS A PERCENT OF TOTAL DEPOSITS
------------------------------------------- ------------------------------
1994 1993 1992 1994 1993 1992
------------ ------------ ------------ ------ ------ ------
Noninterest bearing . . . $ 43,500,597 $ 38,511,653 $ 26,385,227 27.8% 26.7% 23.8%
Interest Bearing Demand . 15,336,094 15,515,745 14,600,980 9.8% 10.8% 13.2%
Money market accounts . . 76,725,934 57,464,570 42,705,777 49.0% 39.8% 38.4%
Savings Accounts . . . . 3,749,173 2,880,977 1,786,409 2.4% 2.0% 1.6%
Time Deposits . . . . . . 17,314,182 29,923,800 25,510,405 11.1% 20.7% 23.0%
------------ ------------ ------------ ------ ------ ------
Total . . . . . . . . . . $156,625,980 $144,296,745 $110,988,798 100.0% 100.0% 100.0%
============ ============ ============ ====== ====== ======
GROWTH IN AVERAGE DEPOSIT BALANCES
DOLLAR GROWTH IN PERCENTAGE GROWTH IN
DEPOSIT BALANCES DEPOSIT BALANCES
------------------------------- --------------------------
1993-1994 1992-1993 1993-1994 1992-1993
------------ ----------- --------- ---------
Noninterest bearing . . . . $4,988,944 $12,126,426 13.0% 46.0%
Interest Bearing Demand . . (179,651) 914,765 -1.2% 6.3%
Money market accounts . . . 19,261,364 14,758,793 33.5% 34.6%
Savings Accounts . . . . . 868,196 1,094,568 30.1% 61.3%
Time Deposits . . . . . . . (12,609,618) 4,413,395 -42.1% 17.3%
------------ ----------- ------- -------
Total . . . . . . . . . . . $12,329,235 $33,307,947 8.5% 30.0%
============ =========== ======= =======
NON-INTEREST INCOME
Set forth below is a summary of non-interest income for the three and
nine month periods ended September 30, 1994, September 30, 1993, and September
30, 1992:
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------
1994 1993 1992
-------- -------- --------
Banking fees and service charges. $137,060 $110,947 $ 71,552
Gain on sale of real estate . . . 0 0 0
Gain on sale of investments . . . 0 0 0
Mortgage banking fees . . . . . . 24,591 52,577 0
Rental income . . . . . . . . . . 13,008 12,267 18,881
Other income . . . . . . . . . . 0 7,496 2,372
-------- -------- --------
Total noninterest income . . . . $174,659 $183,287 $ 92,805
======== ======== ========
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------
1994 1993 1992
-------- -------- --------
Banking fees and service charges. $435,673 $338,350 $234,590
Gain on sale of real estate . . . 0 9,354 16,661
Gain on sale of investments . . . 6,826 0 16,674
Mortgage banking fees . . . . . . 105,198 117,481 0
Rental income . . . . . . . . . . 36,817 42,740 50,188
Other income . . . . . . . . . . 0 14,055 19,088
-------- -------- --------
Total noninterest income . . . . $584,514 $337,201 $337,201
======== ======== ========
F-16
Fees and service charges rose 24% in the three months ended September
30, 1994, compared to the same period in 1993. For the three month period
ended September 30, 1993, service charges increased 55% from the same period
in 1992. For the nine month periods ended September 30, 1994, and September
30, 1993, fees and service charges increased 29% and 44% respectively. Fees
and service charges are primarily a function of deposit account activity,
particularly transaction account activity. These increases are consistent
with the gain in transaction account balances noted earlier. The
Company's marketing strategy, however, is to concentrate on commercial
banking, serving small to middle-sized businesses, professionals, the title
and escrow industry, the business entrepreneur, and high net worth
individuals. These types of banking customers traditionally pay for their
banking services through the maintenance of sufficient deposit balances to
avoid the explicit payment of fees and service charges. The Company does not,
therefore, anticipate that fees and service charges will represent a
significant percentage of the Company's overall income for the foreseeable
future.
Rental income is received from renting excess space in banking
facilities. The Company has limited excess space available for rental and
does not anticipate that rental income will become a significant source of
revenue.
In January 1993, the Company's subsidiary began a mortgage banking
operation in which residential mortgages are originated and sold to
investors in the secondary mortgage market. The Bank originates only
mortgages that have been "presold" in the secondary market and does not take
a position in the underlying mortgage itself. During the three months and six
month periods ended September 30, 1994, the Bank's earnings from mortgage
banking declined from corresponding periods in 1993 due to increases in
general market rates reducing consumer demand.
NON-INTEREST EXPENSE
As the table on the following page indicates, non-interest expenses
decreased 3% and 6% during the three and nine month periods ended September
30, 1994, compared to the same periods in 1993 and increased 10% and 19%
during the three and nine month periods ended September 30, 1993, compared
to the same periods in 1992.
Professional fees declined 58% and 49% in the three and nine month
periods ended September 30, 1994, as compared to similar periods in 1993. As
was previously noted, the Company was the subject to litigation during 1993
that was settled during the fourth quarter of that year. The costs and
expenses of defending that litigation caused significant increases in
professional fees for the year ended December 31, 1993, that have not been
incurred in 1994.
The Company has also noted significant declines in expenses
associated with furniture, fixtures and equipment. During 1988 the Company
embarked upon a major expansion with the opening of three additional
office locations. The depreciation expense associated with equipment acquired
for these three offices ceased during the last part of 1993 and the first
quarter of 1994. The Company anticipates increased expenditures for equipment
in 1995 with a data processing conversion in connection with the merger with
Huntington.
Non-interest expenses as a percentage of average assets declined in
the nine month period ended September 30, 1994 as compared to the same
periods in 1993 and 1992.
The table indicates the Company's total non-interest expenses relative
to bank holding companies of comparable size using data reported by the
Federal Financial Institutions Examination Council. This comparison shows a
very favorable relationship of annualized expense ratios.
F-17
NON-INTEREST EXPENSE
Set forth in the tables below are the components comprising
non-interest expenses for the periods indicated:
THREE MONTHS ENDED SEPTEMBER 30, % CHANGE % CHANGE
--------------------------------------
1994 1993 1992 1993-1994 1992-1993
---------- ---------- ---------- --------- ---------
Salaries and benefits . . . . . . $ 509,416 $ 471,066 $ 442,072 8.1% 6.6%
Equipment expenses . . . . . . . 94,890 132,453 121,561 -28.4% 9.0%
Occupancy expenses . . . . . . . 133,611 117,964 127,030 13.3% -7.1%
Data processing . . . . . . . . . 60,124 67,723 72,085 -11.2% -6.1%
Regulatory fees . . . . . . . . . 92,715 77,301 67,938 19.9% 13.8%
Professional fees . . . . . . . . 76,254 179,413 47,800 -57.5% 275.3%
Marketing expense . . . . . . . . 19,534 23,283 31,847 -16.1% -26.9%
Postage/delivery/telephone . . . 42,182 36,105 33,758 16.8% 7.0%
Supplies . . . . . . . . . . . . 33,156 36,460 46,698 -9.1% -21.9%
Insurance . . . . . . . . . . . . 25,500 22,023 13,148 15.8% 67.5%
Other operating expenses . . . . 87,378 47,261 96,527 84.9% -51.0%
---------- ---------- ---------- ------ ------
Total noninterest expenses . . . $1,174,760 $1,211,052 $1,100,464 -3.0% 10.0%
========== ========== ========== ====== ======
NINE MONTHS ENDED SEPTEMBER 30, % CHANGE % CHANGE
--------------------------------------
1994 1993 1992 1993-1994 1992-1993
---------- ---------- ---------- --------- ---------
Salaries and benefits . . . . . . $1,403,715 $1,405,097 $1,219,606 -0.1% 15.2%
Equipment expenses . . . . . . . 299,244 421,066 362,145 -28.9% 16.3%
Occupancy expenses . . . . . . . 402,598 383,366 338,629 5.0% 13.2%
Data processing . . . . . . . . . 182,590 203,137 222,607 -10.1% -8.7%
Regulatory fees . . . . . . . . . 325,515 278,319 220,657 17.0% 26.1%
Professional fees . . . . . . . . 229,261 451,761 133,324 -49.3% 238.8%
Marketing expense . . . . . . . . 77,873 81,456 107,253 -4.4% -24.1%
Postage/delivery/telephone . . . 124,622 119,147 86,621 4.6% 37.5%
Supplies . . . . . . . . . . . . 109,406 109,290 121,626 0.1% -10.1%
Insurance . . . . . . . . . . . . 76,562 60,948 40,312 25.6% 51.2%
Other operating expenses . . . . 254,819 209,205 271,372 21.8% -22.9%
---------- ---------- ---------- ------ ------
Total noninterest expenses . . . $3,486,205 $3,722,792 $3,124,152 -6.4% 19.2%
========== ========== ========== ====== ======
Annualized Expense Ratios (As a percentage of average assets):
NINE MONTHS ENDED SEPTEMBER 30, AVERAGE FOR
---------------------------------- BANK HOLDING COMPANIES
1994 1993 1992 OF COMPARABLE SIZE*
----- ----- ----- ----------------------
Total noninterest expenses . . . 2.60% 2.98% 3.14% 3.48%
Salaries and benefits . . . . . . 1.05% 1.13% 1.23% 1.66%
Occupancy expense . . . . . . . . 0.30% 0.31% 0.34% 0.48%
* Five year average ratio of expense to average assets as reported by
the Federal Financial Institutions Examination Council
F-18
INCOME TAXES
For the three and nine months ending September 30, 1994, the Company
had income of $856,467 and $2,452,159 before a provision for income taxes. The
$320,000 provision for income taxes for the three months ended September 30,
1994, and the $914,800 provision for the nine months ended September 30, 1994,
consists of provisions for both Federal and state income tax purposes.
LIQUIDITY
Liquidity refers to the ability of the Company to meet its cash flow
requirements, operating needs, and the borrowing needs and withdrawal
requirements of customers on a timely basis. The Company may achieve its
desired liquidity objectives from management of assets and liabilities, and
through funds provided through operations. Funds invested in short-term
marketable instruments and the continuous maturing of other earning assets are
sources of liquidity from the asset perspective. The liability base provides
sources of liquidity through deposit growth, the maturity structure of
liabilities, and accessibility to market sources of funds.
Net cash provided through operating activities during the nine months
ended September 30, 1994, of $1.2 million included net income of $1,537,000 as
well as various non-cash charges to income, primarily depreciation of fixed
assets and amortization of investment security premiums. The Consolidated
Statements of Cash Flows included elsewhere in this report provides an analysis
of proceeds and uses of cash from operating, investing, and financing
activities for the nine month periods ending September 30, 1994, September 30,
1993, and September 30, 1992. No trends in the sources or uses of cash by the
Company are expected to have an impact on the Company's liquidity position.
At September 30, 1994, and December 31, 1993, the Company had Federal
funds sold of $9,200,000 and $1,400,000 respectively. Cash flow from principal
repayments scheduled to be received within one year from loans (including
demand loans, but excluding revolving credit lines) and investment securities
maturing within one year amounted to $33,944,000 at September 30, 1994, and
$30,560,000 at December 31, 1993.
Core deposits, defined as total deposits less time deposits of
$100,000 or greater, constitute the strongest element of the liability side
of the liquidity position. Core deposits provide a great deal of stability
as the fact that the Company's dependence upon large time deposits which
experience volatile rate changes is moderate. Certificates of deposit with
balances of $100,000 or greater comprise 5% of total deposits essentially
unchanged from the position at December 31, 1993. The table on the following
page sets forth maturities of time certificates of deposit with balances of
$100,000 or greater, and the maturities of all time deposits distributed by
rate at September 30, 1994.
The Company has not acquired broker "jumbo" certificates of deposit
and does not anticipate using this method as a source of funds in the future.
F-19
TIME DEPOSIT MATURITY SCHEDULES
Set forth in the tables below are the maturity schedules for all time
deposits stratified by interest rate and stratified by balance. Eighty-six
percent of the Company's time deposits mature within one year.
TIME DEPOSIT MATURITIES BY INTEREST RATE:
SEPTEMBER 30, 1994
(DOLLAR AMOUNTS IN THOUSANDS)
---------------------------------------------------------------------------------
AFTER
THREE AFTER SIX AFTER ONE
WITHIN MONTHS MONTHS BUT YEAR BUT
THREE BUT WITHIN WITHIN ONE WITHIN AFTER TWO
MONTHS SIX MONTHS YEAR TWO YEARS YEARS TOTAL
------ ---------- ---------- ----------- --------- -----
2.00% To 2.49% $156 $70 --- --- --- $226
2.50% To 2.99% 349 --- --- --- --- 349
3.00% To 3.49% 1,464 847 1,692 3 --- 4,006
3.50% To 3.99% 826 1,241 811 496 --- 3,374
4.00% To 4.49% 37 378 4,724 198 69 5,406
4.50% To 4.99% 17 102 771 115 439 1,444
5.00% To 5.49% --- 249 1,356 451 427 2,483
5.50% To 5.99% --- --- --- 13 221 234
6.00% To 6.49% --- --- 18 --- --- 18
6.50% To 6.99% 2 --- 54 8 25 89
7.00% To 7.49% --- --- --- --- --- 0
7.50% To 7.99% 3 --- --- --- --- 3
8.00% To 8.49% 6 --- --- --- --- 6
8.50% To 8.99% --- --- --- --- --- 0
9.00% To 9.49% --- --- --- --- --- 0
------ ------ ------ ------ ------ -------
Total . . . . . . . . $2,860 $2,887 $9,426 $1,284 $1,181 $17,638
====== ====== ====== ====== ====== =======
TIME DEPOSIT MATURITIES BY SIZE:
AFTER
THREE AFTER SIX AFTER ONE
WITHIN MONTHS MONTHS BUT YEAR BUT
THREE BUT WITHIN WITHIN ONE WITHIN AFTER FIVE
MONTHS SIX MONTHS YEAR FIVE YEARS YEARS TOTAL
------ ---------- ---------- ----------- ---------- -----
Time Deposits With
Balances of $100,000
or more . . . . . . $2,374 $1,846 $2,280 $705 --- $7,205
Time Deposits With
Balances of Less Than
$100,000 . . . . . 486 1,041 7,146 1,760 --- 10,433
------ ------ ------ ------ --- -------
Total . . . . . . . . $2,860 $2,887 $9,426 $2,465 $0 $17,638
====== ====== ====== ====== === =======
F-20
ASSET/LIABILITY MANAGEMENT
The objective of asset and liability management is to maximize
earnings while minimizing interest rate risk and maintaining liquidity at an
acceptable level. A certain amount of risk is inherent in any investment
situation, and greater risks usually provide higher earnings. For the
Company, the most important objectives in asset and liability management
include: (1) controlling interest rate exposure, (2) ensuring adequate
liquidity, and (3) maintaining a strong capital foundation.
The table on the following page sets forth the cumulative ability
of the Company to reprice its interest earning assets and interest bearing
liabilities as of September 30, 1994, the Company's interest rate
sensitivity gap (i.e., interest rate sensitive assets less interest rate
sensitive liabilities), the Company's cumulative interest rate sensitivity
gap, the Company's interest sensitivity gap ratio (i.e., interest rate
sensitive assets divided by interest rate sensitive liabilities), and the
Company's cumulative interest sensitivity gap ratio. For the purposes of the
Interest Sensitivity Table, an asset or liability is considered rate sensitive
within a specified period when it matures or could be repriced within such a
period in accordance with its contractual terms.
Historically the Company has tried to maintain the cumulative gap
ratio at the one year reporting interval within a narrow range to limit its
exposure to changes in interest rates. The current cumulative gap ratio for
the one year reporting interval continues to be among the most liability
sensitive position noted in recent years and is based upon the funding and
asset/liability management strategies of the Company. A ratio of greater
than 1.00 indicates that within a twelve month period, a greater volume of
assets will reprice than liabilities (an asset sensitive position). A ratio
of less than 1.00 indicates that within the same period a greater volume of
liabilities will reprice than assets (a liability sensitive position). A
ratio of 1.00 indicates that an equal amount of assets and liabilities will
reprice during the twelve month period (a neutral position). Generally, a
rising rate environment favors an asset sensitive position and a falling
rate environment favors a liability sensitive position.
The Company attempts to limit its exposure to changes in interest
rates through the asset/liability management process. The Company has
established guidelines that limit the changes in net interest income
associated with changes in interest rates to 10% of net interest income. For
the nine months ended September 30, 1994, changes in net interest income
attributable to changes in interest rates totaled +2.5% of total net interest
income or within the guidelines.
F-21
INTEREST SENSITIVITY ANALYSIS
SEPTEMBER 30, 1994
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------
NON RATE
SENSITIVE
31-90 91-180 181-365 AND OVER
0-30 Days Days Days Days ONE YEAR \TOTAL
--------- --------- -------- -------- --------- -------
ASSETS:
Commercial and real estate loans . . $54,062 $93 $881 $1,409 $5,200 $61,645
Home equity credit lines . . . . . . 4,334 4,334
Other credit lines . . . . . . . . . 352 352
Consumer loans . . . . . . . . . . . 488 43 48 229 3,857 4,665
-------- --------- -------- -------- ------- --------
Total loans . . . . . . . . . 59,236 136 929 1,638 9,057 70,996
Securities . . . . . . . . . . . . . 500 0 0 8,000 73,878 82,378
Federal funds sold . . . . . . . . . 9,200 9,200
-------- --------- -------- -------- ------- --------
Total earning assets . . . . 68,936 136 929 9,638 82,935 162,574
Cash, property and other assets . . . 0 18,923
Less: Allowance for loan losses
and unearned income . . . . . . . (1,124) (1,124)
-------- --------- -------- -------- ------- --------
TOTAL ASSETS . . . . . . . . $68,936 $136 $929 $9,638 $81,811 $180,373
======== ======== ======== ======== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Demand-non interest bearing . . . . $45,778 $45,778
Demand-interest bearing . . . . . . 16,716 16,716
Savings . . . . . . . . . . . . . . 2,788 2,788
Money Market Accounts . . . . . . . 75,608 75,608
Time Deposits . . . . . . . . . . . 1,630 1,326 2,868 9,365 2,449 17,638
-------- --------- -------- -------- ------- --------
Total deposits . . . . . . . 96,742 1,326 2,868 9,365 48,227 158,528
Federal funds purchased . . . . . . . 0 0
Other short term borrowings . . . . . 1,287 1,287
Other liabilities . . . . . . . . . . 537 537
Shareholders' equity . . . . . . . . 20,021 20,021
-------- -------- -------- -------- ------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY . . . . . . . $98,029 $1,326 $2,868 $9,365 $68,785 $180,373
======== ======== ======== ======== ======= ========
Interest rate sensitivity gap . . . . ($29,093) ($1,190) ($1,939) $273 $13,026
Cumulative interest rate
sensitivity gap . . . . . . . . . ($29,093) ($30,283) ($32,222) ($31,949)
Cumulative sensitivity gap ratio . . 0.70 0.70 0.68 0.71
- ---------------------------------------------------------------------------
- - -
- - ONE YEAR CUMULATIVE SENSITIVITY GAP RATIO HISTORY: -
- - -
- - -
- - -
- - 1994 1993 1992 -
- - ---- ---- ---- -
- - -
- - March 31 . . . . . . . . . . . . . . . 0.67 0.95 1.03 -
- - June 30 . . . . . . . . . . . . . . . 0.70 0.86 0.88 -
- - September 30 . . . . . . . . . . . . . 0.71 0.93 0.90 -
- -
-
- ---------------------------------------------------------------------------
F-22
INVESTMENT SECURITY PORTFOLIO AT SEPTEMBER 30, 1994
The following table shows the carrying value, the fair value, and the
weighted average yield of the Company's investment portfolio categorized by
issuer, by maturity, and by whether the security is available for sale or is
being held to its maturity in accordance with the provisions of FAS 115.
Investment securities are stated at cost adjusted for amortization of premium
and accretion of discount.
HELD TO MATURITY AVAILABLE FOR SALE
------------------------------------- ------------------------------------
AMORTIZED FAIR AVERAGE AMORTIZED FAIR AVERAGE
COST VALUE RATE COST VALUE RATE
----------- ---------- ------- ----------- ---------- --------
U.S. Treasury Securities:
Maturing in Less Than 1 Year . . . . . $5,024,872 $4,947,650 4.04% $8,059,953 $8,117,050 6.59%
Maturing in 1 to 5 Years . . . . . . . 14,009,546 13,390,960 4.30% 17,091,696 16,599,940 4.16%
Maturing in 5 to 10 Years. . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in More Than 10 Years . . . . 0 0 0.00% 0 0 0.00%
----------- ----------- ------ ----------- ----------- ------
Total . . . . . . . . . . . . . $19,034,418 $18,338,610 4.23% $25,151,649 $24,716,990 4.94%
U.S. Government Agency Securities:
Maturing in Less Than 1 Year . . . . . $10,024,487 $9,964,050 4.82% $0 $0 0.00%
Maturing in 1 to 5 Years . . . . . . . 17,734,475 17,038,650 4.56% 0 0 0.00%
Maturing in 5 to 10 Years. . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in More Than 10 Years . . . . 0 0 0.00% 0 0 0.00%
----------- ----------- ------ ----------- ----------- -----
Total . . . . . . . . . . . . . $27,758,962 $27,002,700 4.65% $0 $0 0.00%
Securities Issued By State and
Political Subdivisions:
Maturing in Less Than 1 Year. . . . . . $0 $0 0.00% $0 $0 0.00%
Maturing in 1 to 5 Years . . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in 5 to 10 Years . . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in More Than 10 Years. . . . . 0 0 0.00% 0 0 0.00%
----------- ----------- ------ ----------- ----------- -----
Total . . . . . . . . . . . . . . $0 $0 0.00% $0 $0 0.00%
Mortgage Backed Securities:
Maturing in Less Than 1 Year. . . . . . $0 $0 0.00% $0 $0 0.00%
Maturing in 1 to 5 Years. . . . . . . . 1,020,146 1,035,579 8.91% 0 0 0.00%
Maturing in 5 to 10 Years . . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in More Than 10 Years . . . . 7,286,418 6,951,529 3.60% 514,562 480,297 5.04%
----------- ----------- ------ ----------- ----------- -----
Total . . . . . . . . . . . . . $8,306,564 $7,987,108 4.25% $514,562 $480,297 5.04%
Other Securities (Including Federal
Reserve Bank Stock):
Maturing in Less Than 1 Year. . . . . . $100,000 $100,000 4.00% $0 $0 0.00%
Maturing in 1 to 5 Years . . . . . . . 508,481 519,895 8.28% 0 0 0.00%
Maturing in 5 to 10 Years . . . . . . . 0 0 0.00% 0 0 0.00%
Maturing in More Than 10 Years . . . . 360,000 360,000 6.00% 0 0 0.00%
----------- ----------- ------ ----------- ----------- -----
Total . . . . . . . . . . . . . $968,481 $979,895 6.99% $0 $0 0.00%
----------- ----------- ------ ----------- ----------- -----
Total Securities . . . . . . . .$56,068,425 $54,303,313 4.49% $25,666,211 $25,197,287 4.94%
=========== =========== ====== =========== =========== =====
F-23
CAPITAL RESOURCES
9/30/94 12/31/93 9/30/93 9/30/92
----------- ----------- ----------- -----------
Tier One Capital:
Common shareholders' equity . . . . . . . . $20,021,403 $20,116,670 $19,722,982 $19,656,026
LESS: Intangible assets . . . . . . . . . . 0 0 0 15,670
----------- ----------- ----------- -----------
Total Tier One Capital . . . . . . . . . . 20,021,403 20,116,670 19,722,982 19,640,356
Tier Two Capital:
Allowance for loan losses . . . . . . . . . 1,074,000 1,080,000 1,081,000 1,019,000
Perpetual Preferred Stock . . . . . . . . . 0 0 0 0
Long term debt qualifying as
Tier Two capital . . . . . . . . . . . . 0 0 0 0
----------- ----------- ----------- -----------
$21,095,403 $21,196,670 $20,803,982 $20,659,356
=========== =========== =========== ===========
Leverage Capital Ratio . . . . . . . . . . . . 11.1% 10.7% 10.5% 13.6%
Risk Based Capital Ratios:
Tier 1 Capital Ratio . . . . . . . . . . . 23.2% 23.3% 22.5% 23.7%
Tier 2 Capital Ratio . . . . . . . . . . . 1.3% 1.3% 1.2% 1.2%
----------- ----------- ----------- -----------
Total Capital to Risk-weighted assets . . . 24.5% 24.6% 23.7% 24.9%
=========== =========== =========== ===========
Regulatory agencies have approved guidelines to implement a risk-based
capital structure that makes capital requirements more sensitive to the risk
profiles of individual banking companies. These guidelines define capital as
either core (Tier 1) capital or supplementary (Tier 2) capital. Tier 1 capital
consists primarily of shareholders' equity, while Tier 2 capital is comprised of
certain debt instruments and a portion of the reserve for loan losses. At
September 30, 1994, the Company and its subsidiary bank were subject to a
minimum Tier 1 Risk-Based capital ratio of 4% and a total risk-based capital
ratio (Tier 1 plus Tier 2) of 8%. At September 30, 1994, the Company's Tier 1
and total risk-based capital ratios, based upon the definitions which are in
effect, were 23.2% and 24.5% respectively. These ratios, as well as the
corresponding ratios of the Company's subsidiary bank, all exceed regulatory
minimums.
Regulatory agencies have also adopted minimum standards for the leverage
capital ratio. The leverage ratio is computed by dividing Tier 1 capital by
adjusted total assets. Currently, the minimum leverage capital ratio for a well
capitalized institution is 5%. The Company had a leverage capital ratio of 11.1%
at September 30, 1994, and 10.8% at December 31, 1993.
As required by the Federal Deposit Insurance Corporation Improvement Act
of 1991, federal regulatory agencies have adopted standards for determining a
financial institution's capital category for purposes of regulatory enforcement
and for use in calculating risk-based FDIC insurance premiums. Those standards
are set forth in the table below:
TOTAL RISK BASED TIER 1 RISK BASED
CAPITAL RATIO CAPITAL RATIO LEVERAGE RATIO
---------------- ----------------- ---------------
Well Capitalized 10% or Greater 6% or Greater 5% or Greater
Adequately Capitalized 8% to 10% 4% to 6% 4% to 5%
Under Capitalized Less than 8% Less than 4% Less than 4%
Significantly Undercapitalized Less than 6% Less than 3% Less than 3%
The Company's capital ratios at September 30, 1994, exceeded the minimum
ratios for a well capitalized financial institution.
F-24
LOAN PORTFOLIO
% CHANGE
-----------------
9/30/93 9/30/92
To To
TYPES OF LOANS 9/30/94 12/31/93 9/30/93 9/30/92 9/30/94 9/30/93
----------- ----------- ----------- ----------- ------- -------
Commercial Loans . . . . . $15,615,216 $16,457,697 $15,303,017 $14,151,829 2.0% 8.1%
Residential real estate
loans . . . . . . . . . . 4,944,479 4,921,283 4,654,064 5,014,593 6.2% -7.2%
Commercial real estate
loans . . . . . . . . . . 37,272,629 36,722,126 36,834,359 30,752,985 1.2% 19.8%
Construction and land
development loans . . . 3,812,634 2,512,494 2,170,090 5,449,481 75.7% -60.2%
Installment loans . . . . . 4,664,962 5,089,499 5,032,284 4,871,077 -7.3% 3.3%
Revolving credit loans . . 4,685,953 4,771,103 5,141,464 4,793,293 -8.9% 7.3%
----------- ----------- ----------- ----------- ------ ------
Total loans . . . . . . . . 70,995,873 70,474,202 69,135,278 65,033,258 2.7% 6.3%
Less:
Unearned loan fees . . . . 184,068 205,747 205,394 177,132 -10.4% 16.0%
Allowance for loan losses . 1,122,432 1,148,054 1,220,101 1,268,980 -8.0% -3.9%
----------- ----------- ----------- ----------- ------ ------
Net loans . . . . . . . . . $69,689,373 $69,120,401 $67,709,783 $63,587,146 2.9% 6.5%
=========== =========== =========== =========== ====== ======
Loan-to-Deposit Ratio . . . 44.7% 43.2% 41.7% 53.8%
Nonperforming loans
to total loans . . . . . . 0.04% 0.00% 0.00% 0.14%
Gross loans outstanding increased $522,000 in the nine months ended
September 30, 1994. Gross loans outstanding increased $1.9 million in the
twelve month period from September 30, 1993, to September 30, 1994. Gross
loans outstanding increased $4.1 million during the twelve month period
from September 30, 1992, to September 30, 1993. Loan demand is primarily a
function of the economic environment.
The Company's marketing philosophy is to concentrate lending efforts
to customers within its primary market area and to generally avoid loans
for speculative purposes. The Company has no foreign or agricultural
loans and no loans to energy producing customers. The Company's loan
portfolio contains no loans that would be classified as a highly
leveraged transaction. Bank regulators have defined highly leveraged
transactions as loans and other facilities that have been extended in
connection with a leveraged buyout, a corporate acquisition, or a
recapitalization and the resulting ratio of total debt to equity is equal
to or greater than twelve to one or the borrower doubles existing liabilities
resulting in a debt to equity ratio of greater than 100%.
Loan concentrations are defined as amounts loaned to a number of
borrowers engaged in similar activities, which would cause them to be
similarly impacted by economic or other conditions. At September 30, 1994,
the Company had no concentration of loans within any portfolio category to
any group of borrowers engaged in similar activities or in a similar business
that exceeded 10% of total loans.
Generally, construction and land development loans and commercial
real estate loans can present a higher degree of risk to a lender depending
upon, among other things, whether the borrower has permanent financing at
the end of the loan period, whether the project is an income producing
transaction in the interim, and the nature of changing economic conditions
including changing interest rates. While there is no assurance that the
Company would not realize any loss on its construction and land development
loans or its commercial real estate loans, management is of the belief that
the degree of risk related to such loans is not significant to the Company
because, among other things, generally such loans made by the Company's
subsidiary bank relate to (i) owner-occupied projects, (ii) projects
where the borrower has received commitment for permanent financing to repay
the loan, and (iii) projects where management believes that the borrowers
will recognize sufficient income to meet their loan requirements in the
interim.
F-25
NONPERFORMING ASSETS
Nonperforming assets consist of loans in a non-accrual status, loans
past due ninety days or more, loans that have been restructured, and other
real estate owned. Loans are placed in non-accrual status when, in the
opinion of management, uncertainty exists as to the ultimate collection of
such interest. Interest income on nonaccrual loans is recognized on a cash
basis.
The table below summarizes the Company's nonperforming assets as of the
dates indicated:
SEPTEMBER 30, DECEMBER 31,
----------------------------------------- --------------------------------------
1994 1993 1992 1993 1992 1991
----------- ------------ ----------- ----------- ----------- -----------
Total loans outstanding . $70,811,805 $68,929,884 $64,856,126 $70,268,455 $65,407,252 $66,327,823
Total reserve for loan
losses . . . . . . . . . 1,123,792 1,220,101 1,268,980 1,148,054 1,176,602 1,147,250
Nonaccrual loans:
Commercial . . . . . . $0 $0 $91,740 $0 $0 $50,000
Real estate:
Construction . . . . 0 0 0 0 0 0
Mortgage, 1-4 family 30,611 0 0 0 0 0
Other . . . . . . . . 0 0 0 0 0 0
Consumer . . . . . . . 0 0 0 0 0 0
---------- ------------ ----------- ----------- ----------- -----------
Total nonaccrual loans 30,611 0 91,740 0 0 50,000
Accruing loans past due
ninety days or more . . 0 0 0 0 0 0
----------- ------------ ----------- ----------- ----------- -----------
Total nonperforming loans 30,611 0 91,740 0 0 50,000
Other real estate . . . . 0 0 0 0 90,000 195,000
----------- ------------ ----------- ----------- ----------- -----------
Total nonperforming assets $30,611 $0 $91,740 $0 $90,000 $245,000
=========== ============ =========== =========== ========== ===========
Ratios:
Nonperforming loans to
net total loans . . . . 0.04% 0.00% 0.14% 0.00% 0.00% 0.08%
Nonperforming assets to
net total loans plus other
real estate owned . . . 0.04% 0.00% 0.14% 0.00% 0.14% 0.37%
Reserve for loan losses to
nonperforming loans . . 3671.2% N/A 1383.2% N/A N/A 2294.5%
The table above sets forth a summary of nonperforming assets at
September 30, 1994, 1993, and 1992, and at December 31, 1993, 1992,
and 1991. The Company had one nonperforming loan at September 30,
1994. Nonperforming loans are accruing loans past due ninety days or
more, and loans that have been placed in a non-accrual status.
Loans are placed on a non-accrual status when, in the opinion of
management, uncertainty exists as to the ultimate collection of such interest.
Interest received on such loans would be credited either to income or to
principal depending upon, among other things, management's assessment of future
principal recoveries.
For the nine month period ended September 30, 1994, the amount of
interest income that would have been recorded on nonaccrual loans if all such
loans had been accruing interest at the original contract rate was $1,868. For
the nine month periods ended September 30, 1993, and September 30, 1992, such
interest would have totaled $0 and $462 respectively. No interest payments
were recorded in either the nine months ended September 30, 1994, September
30, 1993, or September 30, 1992, as interest income for nonaccrual loans.
F-26
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
and Shareholders of
Security National Corporation
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, changes in shareholders' equity and
of cash flows present fairly, in all material respects, the financial position
of Security National Corporation and its subsidiary (the Company) at December
31, 1993 and 1992, and the results of their operations and their cash flows for
the years ended December 31, 1993 and 1992, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above. The
financial statements of the Company for the year ended December 31, 1991 were
audited by other accountants whose report dated January 27, 1992 expressed an
unqualified opinion on those statements.
PRICE WATERHOUSE LLP
February 4, 1994
Orlando, Florida
F-27
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
DECEMBER 31,
------------------------------
1993 1992
-------- --------
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . $ 17,318 $ 14,836
Federal funds sold . . . . . . . . . . . . . . . . . . . 1,400 11,750
Investment securities - (Market value - $90,826
and $61,248) . . . . . . . . . . . . . . . . . . . . 90,395 60,640
Loans:
Commercial, financial and agricultural . . . . . . . . 16,458 14,848
Real estate - construction . . . . . . . . . . . . . . 2,512 695
Real estate - mortgage . . . . . . . . . . . . . . . . 41,437 40,216
Instalment and consumer lines . . . . . . . . . . . . 9,861 9,648
-------- --------
Total loans . . . . . . . . . . . . . . . . . . . . 70,268 65,407
Less: Allowance for loan losses . . . . . . . . . . . (1,148) (1,176)
-------- --------
Net loans . . . . . . . . . . . . . . . . . . . . . 69,120 64,231
Premises and equipment . . . . . . . . . . . . . . . . . 7,124 7,383
Other assets . . . . . . . . . . . . . . . . . . . . . . 1,453 1,397
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . $186,810 $160,237
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Non-interest bearing deposits . . . . . . . . . . . . . $ 47,799 $ 41,293
Interest bearing deposits:
Savings, time, and demand . . . . . . . . . . . . . . 107,144 81,223
Time, $100,000 and over . . . . . . . . . . . . . . . 7,556 13,678
-------- --------
Total deposits . . . . . . . . . . . . . . . . . . 162,499 136,194
Short-term borrowings . . . . . . . . . . . . . . . . . 2,968 3,491
Other liabilities . . . . . . . . . . . . . . . . . . . 1,226 537
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . 166,693 140,222
======== ========
Shareholders' equity
Common stock - $1 par value, 5,000,000 shares
authorized; 1,671,200 shares issued and
1,559,955 shares outstanding . . . . . . . . . . . . . 1,671 1,671
Additional paid-in capital . . . . . . . . . . . . . . . 17,893 17,893
Retained earnings . . . . . . . . . . . . . . . . . . . 1,715 701
Less: Treasury stock - at cost . . . . . . . . . . . . (1,162) (250)
-------- --------
20,117 20,015
-------- --------
Total liabilities and shareholders' equity . . . . . . . . $186,810 $160,237
======== ========
The accompanying notes are an integral part of these financial statements.
F-28
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except Per-Share Information)
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
------ ------ ------
Interest Income:
Interest and fees on loans . . . . . . . . . . . . $5,229 $5,211 $6,331
Interest on federal funds sold . . . . . . . . . . 310 354 897
Interest and dividends on investment securities . . 3,730 2,867 2,286
------ ------ ------
Total interest income . . . . . . . . . . . . . 9,269 8,432 9,514
------ ------ ------
Interest expense:
Interest on deposits . . . . . . . . . . . . . . . 2,723 2,892 4,414
Interest on short-term borrowings . . . . . . . . . 38 57 106
------ ------ ------
Total interest expense . . . . . . . . . . . . 2,761 2,949 4,520
------ ------ ------
Net interest income . . . . . . . . . . . . 6,508 5,483 4,994
Provision for loan losses . . . . . . . . . . . . . . . 60 271 357
------ ------ ------
Net interest income after
provision for loan losses . . . . . . . 6,448 5,212 4,637
------ ------ ------
Non-interest income:
Service charges . . . . . . . . . . . . . . . . . . 458 349 273
Gain on sale of investment securities . . . . . . . 87 17 --
Mortgage banking fees . . . . . . . . . . . . . . . 207 -- --
Other . . . . . . . . . . . . . . . . . . . . . . . 109 112 129
------ ------ ------
Total non-interest income . . . . . . . . . . . 861 478 402
------ ------ ------
Non-interest expenses:
Salaries and employee benefits . . . . . . . . . . 1,982 1,810 1,789
Occupancy expenses . . . . . . . . . . . . . . . . 480 400 366
Equipment expenses . . . . . . . . . . . . . . . . 441 395 422
Other operating expenses . . . . . . . . . . . . . 2,321 1,683 1,538
------ ------ ------
Total non-interest expenses . . . . . . . . . . 5,224 4,288 4,115
------ ------ ------
Income before income taxes and extraordinary item . . . 2,085 1,402 924
Applicable income taxes . . . . . . . . . . . . . . . . 740 496 317
------ ------ ------
Income before extraordinary item . . . . . . . . . . . 1,345 906 607
Extraordinary credit resulting from utilization
of operating loss carryforward . . . . . . . . . . -- 85 153
------ ------ ------
Net income . . . . . . . . . . . . . . . . $1,345 $ 991 $ 760
====== ====== ======
Earnings per share:
Income before extraordinary item . . . . . . . . . $0.85 $0.55 $0.37
Extraordinary item . . . . . . . . . . . . . . . . -- 0.05 0.09
------ ------ ------
Net income per common share . . . . . . . . $0.85 $0.60 $0.46
====== ====== ======
Weighted average shares outstanding (in thousands) . . 1,580 1,651 1,651
====== ====== ======
The accompanying notes are an integral part of these financial statements.
F-29
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in Thousands)
COMMON ADDITIONAL RETAINED
STOCK PAR PAID-IN EARNINGS TREASURY
VALUE CAPITAL (DEFICIT) STOCK TOTAL
--------- ---------- --------- -------- -------
Balance at December 31, 1990 . . . . . $1,671 $17,893 $ (885) $ (250) $18,429
Net income for 1991 . . . . . . . . -- -- 760 -- 760
------ ------- ------ ------- -------
Balance at December 31, 1991 . . . . . 1,671 17,893 (125) (250) 19,189
Net income for 1992 . . . . . . . . -- -- 991 -- 991
Payment of dividend . . . . . . . . -- -- (165) -- (165)
Balance at December 31, 1992 . . . . . 1,671 17,893 701 (250) 20,015
Net income for 1993 . . . . . . . . -- -- 1,344 -- 1,344
Acquisition of treasury shares
(91,425 at $10.00 per share) . . . -- -- -- (912) (912)
Payment of dividend . . . . . . . . -- -- (330) -- (330)
Balance at December 31, 1993 . . . . . $1,671 $17,893 $1,715 $(1,162) $20,117
The accompanying notes are an integral part of these financial statements.
F-30
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------
1993 1992 1991
------- ------- -------
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 1,345 $ 991 $ 760
Adjustment to reconcile net income to cash
provided by operating activities:
Net investment security discounts/premiums . . . . 359 384 197
Provision for loan losses . . . . . . . . . . . . . 60 271 357
Depreciation and amortization . . . . . . . . . . . 428 407 343
Increase in interest receivable . . . . . . . . . . (66) (110) (428)
Decrease in other assets . . . . . . . . . . . . . 10 74 298
Decrease in interest payable . . . . . . . . . . . (60) (75) (129)
Increase in other liabilities . . . . . . . . . . . 749 128 72
------- ------- -------
Net cash provided by operating activities . . . . . . . 2,825 2,070 1,470
------- ------- -------
Investing activities:
Decrease (increase) in federal funds sold . . . . . 10,350 (715) 7,255
Purchase of investment securities . . . . . . . . . (66,881) (37,306) (31,883)
Maturities and principal collections of . . . . .
investment securities . . . . . . . . . . . . . . 16,114 14,716 5,781
Sale of investment securities . . . . . . . . . . . 20,653 6,015 195
(Increase) decrease in net loans . . . . . . . . . (4,950) 679 (651)
Increase in premises and equipment . . . . . . . . (169) (1,668) (149)
------- ------- -------
Net cash used in investing activities . . . . . . . . . (24,882) (18,279) (19,452)
------- ------- -------
Financing activities:
Net increase in deposits . . . . . . . . . . . . . 26,304 18,690 20,364
Net (decrease) increase in short-term borrowings . (523) 1,306 (153)
Purchase of treasury stock . . . . . . . . . . . . (912) -- --
Payment of dividend . . . . . . . . . . . . . . . . (330) (165) --
------- ------- -------
Net cash provided by financing activities . . . . . . . 24,539 19,831 20,211
------- ------- -------
Net increase in cash and due from banks . . . . . . . . 2,482 3,622 2,229
Beginning balance of cash and due from banks . . . . . 14,836 11,214 8,985
------- ------- -------
Ending balance of cash and due from banks . . . . . . . 17,318 14,836 11,214
======= ======= =======
Supplemental disclosure:
Interest paid . . . . . . . . . . . . . . . . . . . 2,822 3,023 4,649
Taxes paid . . . . . . . . . . . . . . . . . . . . 915 315 14
The accompanying notes are an integral part of these financial statements.
F-31
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION
Security National Corporation (the "Company"), a bank holding company,
was incorporated under the laws of the state of Delaware on May 19, 1987.
The Company currently operates one wholly-owned subsidiary, Security
National Bank (the "Bank"). Security National Bank is nationally
chartered and engages in a general commercial banking business which
includes deposit taking, general lending functions and mortgage brokerage
operations (new in 1993). The Bank operates under the supervision of the
Office of the Comptroller of the Currency and the Rules and Regulations of
the Federal Deposit Insurance Corporation. The Bank is also a member of
the Federal Reserve System and the Company itself is regulated by the
Federal Reserve Board under the Bank Holding Company Act of 1956.
The accompanying financial statements include the accounts of the Company
and its banking subsidiary which operates through six offices in Central
Florida. All significant intercompany balances and transactions have been
eliminated from the consolidated financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT SECURITIES
Investment securities are stated at cost, adjusted for amortization of
premiums and accretion of discounts, which are recognized as adjustments
to interest income. Investment securities are carried at amortized cost
because the Company has the ability to hold these securities until
maturity and management's intent is to hold such securities on a long-term
basis or until maturity. Income is earned on securities using the level
yield method. Gains or losses on disposition are based on the net
proceeds from, and the adjusted carrying amount of the securities sold,
using the specific identification method.
Statement of Financial Accounting Standards 115, Accounting for Certain
Investments in Debt and Equity Securities, was issued in May 1993. The
statement is effective for financial statements issued for fiscal years
beginning after December 15, 1993. Investments are to be classified into
three categories: (a) held-to-maturity securities which are reported at
amortized cost; (b) trading securities, which are reported at fair value,
with unrealized gain and losses included in earnings; and (c) available
for sale securities, which are reported at fair value, with unrealized
gains and losses excluded from earnings and reported in a separate
component of shareholders equity. The Company will adopt this statement
in 1994. Adoption of this Statement is not expected to have a significant
effect on the Company's financial position.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans are stated at the amount of unpaid principal net of deferred loan
origination fees and costs reduced by an allowance for loan losses.
Interest income is calculated daily using the simple interest method on
principal balances outstanding.
The allowance for loan losses is established through a provision for loan
losses charged to operations. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the
principal is unlikely. The allowance is an amount that management believes
will be adequate to absorb
F-32
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1993
- -------------------------------------------------------------------------------
possible losses on existing loans that may become uncollectible based on
evaluations of the collectibility of loans. The evaluations take into
consideration such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem loans and
current economic conditions that may affect the borrowers' ability to pay.
Accrual of interest is discontinued on loans that are past due 90 days or
more as to principal or interest unless substantially collateralized and
in process of collection, or sooner, if in the opinion of management the
borrowers' financial condition is such that collection of principal or
interest is doubtful.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost, less accumulated
depreciation computed principally on the straight-line method over
estimated useful lives of the assets. These lives are summarized as
follows:
ASSET YEARS
Buildings and improvements 15-40
Equipment and furnishings 5-7
Maintenance and repairs to premises and equipment are charged to
operations, and improvements and additions are capitalized.
INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 Accounting for Income Taxes ("FAS 109"). The
adoption of FAS 109 changes the Company's method of accounting for income
taxes from the deferred method to an asset and liability approach.
Previously, the Company deferred the past effects of timing differences
between financial reporting and taxable income. The asset and liability
approach requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of assets and liabilities.
Under the provisions of FAS 109, the Company elected not to restate prior
years' consolidated financial statements. The cumulative effect of
initial adoption on prior years' retained earnings was not significant.
Additionally, the effect of adoption of FAS 109 upon income before taxes
for 1993 was not significant.
EARNINGS PER SHARE
Per share amounts are based on weighted average common shares outstanding.
Shares for which options have been granted under the stock option plan
discussed in Note 8 have been excluded from the per share computations
since their inclusion would result in less than 3 percent dilution.
F-33
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
3. INVESTMENT SECURITIES
Amortized cost and market values of investment securities are
summarized as follows (dollars in thousands):
DECEMBER 31, 1993
----------------------------------------------------------
U.S. U.S.
TREASURY GOVERNMENT
SECURITIES SECURITIES OTHER TOTAL
---------- ---------- ------ -------
Amortized cost . . . . . . .. $49,312 $39,608 $1,475 $90,395
Gross unrealized:
Gains . . . . . . . . . . . 321 173 61 555
Losses . . . . . . . . . . (103) (21) -- (124)
------- ------- ------ ------
Estimated market value . . .. $49,530 $39,760 $1,536 $90,826
======= ======= ====== =======
DECEMBER 31, 1992
----------------------------------------------------------
U.S. U.S.
TREASURY GOVERNMENT
SECURITIES SECURITIES OTHER TOTAL
---------- ---------- ------ -------
Amortized cost . . . . . . . . $31,394 $27,761 $1,485 $60,640
Gross unrealized:
Gains . . . . . . . . . . .. 459 192 43 694
Losses . . . . . . . . . .. (33) (53) -- (86)
------- ------- ------ -------
Estimated market value . . . . $31,820 $27,900 $1,528 $61,248
======= ======= ====== =======
Proceeds from the sale of investment securities during 1993 and 1992
were $20,653,000 and $6,014,000, respectively. The related net gains on
these sales were $87,000 and $17,000 in 1993 and 1992, respectively.
F-34
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
The amortized cost and estimated market value of investment securities
at December 31, 1993, by contractual maturity, are shown below (dollars in
thousands):
ESTIMATED
AMORTIZED MARKET
COST VALUE
--------- ---------
Due in one year or less . . . . . . . . . . . . . . . $5,608 $5,630
Due after one year through five years . . . . . . . . 72,698 73,042
Due after five years through ten years . . . . . . . -- --
Due after ten years . . . . . . . . . . . . . . . . . 360 360
------- -------
78,666 79,032
Mortgage-backed securities . . . . . . . . . . . . . 11,729 11,794
------- -------
$90,395 $90,826
======= =======
Approximately $19,581,000 in U.S. Government and U.S. Government
Agency securities are pledged to secure public funds, including the Bank's
Treasury Tax and Loan Note account with the Federal Reserve Bank.
4. ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses during the years ended
December 31 are as follows (dollars in thousands):
1993 1992 1991
---- ---- ----
Beginning balance . . . . . . . . . . . . $1,176 $1,147 $1,011
Provision charged to expense . . . . . . 60 271 357
Loans charged-off . . . . . . . . . . . . (94) (279) (226)
Recoveries . . . . . . . . . . . . . . . 6 37 5
------ ------ ------
Ending balance . . . . . . . . . . . . . $1,148 $1,176 $1,147
====== ====== ======
There were no loans on non-accrual status or past due 90 days or
more as of December 31, 1993 or 1992. At December 31, 1991 there was
$50,000 of loans on non-accrual. The effect on interest income was
not significant.
F-35
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
5. PREMISES AND EQUIPMENT
Major classifications of premises and equipment at December 31 are
summarized as follows (dollars in thousands):
1993 1992
------- -------
Land . . . . . . . . . . . . . . . . . . . . . . . . $ 2,679 $ 2,679
Buildings and improvements . . . . . . . . . . . . . 4,183 4,183
Equipment and furnishings . . . . . . . . . . . . . . 2,253 2,084
------- -------
9,115 8,946
Accumulated depreciation and amortization . . . . . . (1,991) (1,563)
------- -------
$ 7,124 $ 7,383
======= =======
Depreciation and amortization expense amounted to $428,000, $379,000
and $303,000 for 1993, 1992 and 1991, respectively.
6. RELATED PARTY TRANSACTIONS
Certain officers and directors, and companies in which they held a ten
percent or more beneficial ownership, were loan customers of the Bank during
1993 and 1992. Loans to these individuals and their related interests were
made in the normal course of business at normal credit terms, including
interest rates and collateral, and do not represent more than a normal
risk of collection. These loans totaled $5,721,000 and $1,979,000 on
December 31, 1993 and 1992, respectively. During 1993, $4,339,000
new loans were made and repayments totaled $597,000.
In addition, these same individuals and related entities maintain
deposit accounts with the Bank which totaled $3,371,000 and $4,265,000 on
December 31, 1993 and 1992.
7. APPLICABLE INCOME TAXES
The provisions for income taxes for the years ended December 31 are as
follows (dollars in thousands):
1993 1992 1991
---- ---- ----
Current:
Federal . . . . . . . . . . . . . . . . 689 444 156
State . . . . . . . . . . . . . . . . 79 52 8
---- ---- ----
768 496 164
---- ---- ----
Deferred portion:
Federal . . . . . . . . . . . . . . . . . (24) -- 127
State . . . . . . . . . . . . . . . . . . (4) -- 26
---- ---- ----
(28) -- 153
---- ---- ----
Total provision for income taxes . . . . $740 $496 $317
==== ==== ====
F-36
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
During 1991, the Company absorbed all of its remaining net operating
loss carryforward. The 1991 federal tax was due under the Alternative
Minimum Tax (AMT) method. For the year ended December 31, 1991, the
provision for deferred income taxes resulted from the following timing
differences (dollars in thousands):
Provision for loan losses . . . . . . . . . . . . . . . . . . . $(55)
Excess of book depreciation over tax . . . . . . . . . . . . . 25
Organizational expenses . . . . . . . . . . . . . . . . . . . . 153
Loan costs . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----
$153
====
Deferred tax asset (liabilities) are comprised of the following at
December 31, 1993 (dollars in thousands):
Book in excess of tax bad debt reserve . . . . . . . . . . . . $ 303
-----
Gross deferred tax asset . . . . . . . . . . . . . . . . . . . 303
-----
Loan fees . . . . . . . . . . . . . . . . . . . . . . . . . . . (44)
Excess of tax depreciation over book . . . . . . . . . . . . . (231)
-----
Gross deferred tax liabilities . . . . . . . . . . . . . . . . (275)
-----
Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . $ 28
=====
For the years ended December 31, 1993, 1992 and 1991, the Company's
effective income tax rate differed from the statutory federal income
tax rate due to the following (dollars in thousands):
1993 1992 1991
----------------- ---------------- ----------------
AMOUNT % AMOUNT % AMOUNT %
------ ---- ------ ---- ------ ----
Provision using
statutory rate . . . . . 709 34.0 477 34.0 314 34.0
State income tax (net
of federal benefit) . . . 52 2.5 34 2.4 34 3.6
Other, net . . . . . . . . (21) (1.0) (15) (1.1) (31) (3.3)
---- ---- ---- ---- ---- ----
Total provision for
income taxes . . . $740 35.5 $496 35.3 $317 34.3
==== ==== ==== ==== ==== ====
The extraordinary credits on the Consolidated Statements of Income for
1992 and 1991 are the benefits resulting from the tax effects of the
utilization of net operating loss carryforwards.
The Company and subsidiary have entered into a tax-sharing agreement
under which intercompany tax settlements are made on an "as though
separate" basis.
8. SHAREHOLDERS' EQUITY
The Company has adopted an incentive stock option plan. Under this
plan, officers and employees of the Company and its subsidiary, at the
discretion of the Company's Board of Directors, may be granted options to
F-37
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
purchase up to 300,000 shares of the Company's common stock at the fair
market value as of the date of grant. One-third of such options become
exercisable in each of the second, third and fourth years after grant.
Any options not exercised within ten years of the date of grant will expire.
The following table summarizes the option activity:
SHARES UNDER
OPTION PRICE RANGE
------------ -------------
Outstanding at December 31, 1990 . . . . . . . . . . 164,916 $ 10.00-14.00
Granted . . . . . . . . . . . . . . . . . . . . . . . 41,500 12.50-13.00
Canceled . . . . . . . . . . . . . . . . . . . . . . (68,916) 12.50-14.00
-------
Outstanding at December 31, 1991 . . . . . . . . . . 137,500 10.00-14.00
Granted . . . . . . . . . . . . . . . . . . . . . . . 19,000 12.50
Canceled . . . . . . . . . . . . . . . . . . . . . . (12,500) 10.00-14.00
-------
Outstanding at December 31, 1992 . . . . . . . . . . 144,000 10.00-14.00
Granted . . . . . . . . . . . . . . . . . . . . . . . 26,500 12.50
Canceled . . . . . . . . . . . . . . . . . . . . . . (33,500) 12.50-14.00
-------
Outstanding at December 31, 1993 . . . . . . . . . . 137,000 $ 10.00-14.00
=======
Exercisable at December 31, 1993 . . . . . . . . . . 102,167 $ 10.00-14.00
=======
The payment of dividends by a national bank is subject to the regulations
of the Comptroller of the Currency which require, among other things, that
dividends be paid only from net profits, subject to certain limitations,
adjustments and other restrictions. The subsidiary bank has never paid a
dividend. At December 31, 1993 the subsidiary bank had retained earnings
of approximately $2,423,000, all of which is available for payment of a
dividend to the parent.
In January 1992, the Company paid a dividend of $0.10 per share to each
shareholder of record as of January 2, 1992. On January 15, 1993, the
Company paid a dividend of $0.20 per share to each shareholder of record
as of January 5, 1993. On January 4, 1994, the Company's Board of
Directors declared a dividend of $.50 per share payable January 14, 1994
to shareholders of record as of January 4, 1994.
On January 5, 1994, the Company's Board of Directors voted to
repurchase additional shares of the common stock of the Company at
$11.50 per share. A total of 50,107 shares were repurchased through
February 4, 1994.
F-38
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
9. OTHER OPERATING EXPENSES
The components of other operating expenses are as follows (dollars in
thousands):
YEAR ENDED DECEMBER 31,
----------------------------------
1993 1992 1991
------ ------ ------
Regulatory fees and assessments . . . . . . . . $358 $292 $250
Data processing . . . . . . . . . . . . . . . . 252 276 357
Professional fees . . . . . . . . . . . . . . . 947 268 160
Supplies . . . . . . . . . . . . . . . . . . . 147 167 116
Marketing and business development . . . . . . 111 138 143
Postage/delivery/telephone . . . . . . . . . . 159 123 131
Insurance . . . . . . . . . . . . . . . . . . . 84 55 50
Amortization of organizational costs . . . . . 9 28 40
All other . . . . . . . . . . . . . . . . . . . 254 336 291
------ ------ ------
$2,321 $1,683 $1,538
====== ====== ======
10. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
During 1993, the Company settled litigation. The settlement amount is
included in other operating expenses in the Consolidated Statements of
Income.
There are no other pending legal proceedings to which the Company or its
subsidiary is a party otherthan routine litigation incidental in the course
of business.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank is party to certain financial instruments with off-balance sheet
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend
credit and stand-by letters of credit and involve, to varying degrees,
elements of both credit and potential interest rate risk in excess of the
amount recognized in the balance sheet. Total unfunded commitments for
loans and letters of credit at December 31, 1993 and 1992 were $11,825,000
and $11,722,000, respectively.
FEDERAL RESERVE REQUIREMENTS
The Federal Reserve Board requires that certain banks maintain reserves,
based on their average deposits, in the form of vault cash and average
deposit balances at a Federal Reserve Bank. The average reserve requirement
for the Company during 1993 was approximately $1,333,000.
CONCENTRATIONS OF CREDIT RISK
A credit risk concentration results when a bank has a significant credit
exposure to an individual or a group engaged in similar activities or
having similar economic characteristics that would cause their ability to
meet contractual obligations to be similarly affected by changes in
economic or other conditions.
F-39
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
Most of the Bank's business activity is with customers located in
Metropolitan Orlando, Florida. Approximately 40% of the loan portfolio are
real estate loans with the remainder diversified among individuals and
types of industries. Loans are expected to be repaid from cash flows or
proceeds from the sale of selected assets from borrowers. The amount of
collateral obtained upon extension of credit is based upon the Bank's
credit evaluation of the customer. Collateral primarily includes
residential homes, owner occupied commercial properties, accounts
receivable, inventory and property and equipment.
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
FAS 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires
disclosure of estimated fair values of financial instruments, whether or
not recognized in the statements of financial condition, for which it is
practicable to estimate such values. In cases where quoted market prices
are not available, fair value estimates are based on the quoted market
price of a financial instrument with similar characteristics, the present
value of expected future cash flows or other valuation techniques, all of
which may be significantly affected by the assumptions used. Therefore,
these values may not be substantiated by comparison to independent markets
and are not intended to reflect the proceeds that may be realizable from
offering for sale at one time the Company's entire holdings of a particular
financial instrument. Furthermore, the Company does not intend to dispose
of a significant portion of its financial instruments, and, thus, any
aggregate unrealized gains or losses should not be interpreted as a
forecast of future earnings and cash flows.
Disclosure of fair value estimates are not required for non-financial
assets and liabilities, such as fixed assets, intangibles and anticipated
future business. In the Company's opinion, the value of these
non-financial items, is significantly in excess of their carrying amounts.
However, the Company also believes their value is often only reliably
determinable in arms-length transactions and may vary significantly
depending on specific circumstances. For these reasons, no fair value
estimates of these non-financial instruments are disclosed. As a result,
the following fair values are not comprehensive and therefore do not
reflect the underlying value of the Company.
The following methods and assumptions were used to estimate the fair value
of each material class of financial instruments:
CASH AND SHORT-TERM INVESTMENTS. For short-term instruments (which include
federal funds sold, securities purchased under agreements to resell and
other short-term instruments), the carrying amount is a reasonable estimate
of fair value.
INVESTMENT SECURITIES. For investment securities, fair value equals quoted
market price, if available. If a quoted market price is not available,
fair value is estimated using quoted market prices for similar securities.
LOAN RECEIVABLES. For residential mortgage loans, fair value is estimated
using quoted market prices for sales of whole loans with similar
characteristics, such as repricing dates, product type, and size. For
other homogeneous categories of loans, fair value is estimated using quoted
market prices for securities backed by similar loans, adjusted for
differences in loan characteristics.
The fair value of other types of loans, such as commercial, commercial real
estate, construction, and consumer loans for which quoted market prices are
not available, is estimated by discounting expected future cash flows using
current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.
F-40
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
DEPOSIT LIABILITIES. The fair value of demand deposits and certain money
market deposits is the amount payable on demand at the reporting date. The
fair value of certificates of deposit is estimated using rates currently
offered for deposits of similar remaining maturities.
OTHER BORROWINGS. For other borrowings (which include federal funds
purchased, securities sold under agreements to repurchase and other
short-term borrowings), the carrying amount is a reasonable estimate of
fair value.
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT. The fair value
of commitments to extend credit and letters of credit is considered
negligible.
The estimated fair values of the Company's financial instruments at
December 31, 1993 are as follows (dollars in thousands):
CARRYING
AMOUNT FAIR VALUE
-------- ----------
Financial Assets:
Cash and short-term investments . . . . . . . . . $18,718 $18,718
Investment securities . . . . . . . . . . . . . . 90,394 90,826
Loans . . . . . . . . . . . . . . . . . . . . . . 70,268 70,211
Financial Liabilities:
Deposits . . . . . . . . . . . . . . . . . . . . 162,499 162,568
Other borrowings . . . . . . . . . . . . . . . . 2,968 2,968
Unrecognized Financial Instruments:
Commitments to extend credit and
standby letters of credit . . . . . . . . . . -- --
F-41
SECURITY NATIONAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
- --------------------------------------------------------------------------------
12. SECURITY NATIONAL CORPORATION (PARENT COMPANY ONLY)
FINANCIAL INFORMATION (DOLLARS IN THOUSANDS):
BALANCE SHEETS DECEMBER 31,
---------------------------
1993 1992
------- -------
ASSETS
Cash in subsidiary bank . . . . . . . . . . . . . . . . . $ 885 $ 173
Interest bearing deposits in subsidiary bank . . . . . . . 1,041 818
Investment in and advances to subsidiary bank . . . . . . 19,223 19,279
Other assets . . . . . . . . . . . . . . . . . . . . . . . 41 41
------- -------
Total assets . . . . . . . . . . . . . . . . . . . . . . . $21,190 $20,311
======= =======
LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . $1,073 $296
Shareholders' equity:
Common stock - $1 par value, 5,000,000 shares
authorized; 1,671,200 shares issued and
1,543,682 shares outstanding . . . . . . . . . . . . . . 1,671 1,671
Additional paid-in capital . . . . . . . . . . . . . . . . 17,893 17,893
Retained earnings . . . . . . . . . . . . . . . . . . . . 1,715 701
Less: Treasury stock - at cost . . . . . . . . . . . . . (1,162) (250)
------- -------
20,117 20,015
------- -------
Total liabilities and shareholders' equity . . . . . . . . . $21,190 $20,311
======= =======
STATEMENTS OF INCOME DECEMBER 31,
--------------------------------------
1993 1992 1991
------ ------ ----
Income:
Equity in earnings of subsidiary bank . . . . $1,443 $1,056 $854
Interest in income from subsidiary bank . . . 23 20 42
Other income . . . . . . . . . . . . . . . . -- 1 --
------ ------ ----
Total income . . . . . . . . . . . . 1,466 1,077 896
------ ------ ----
Expenses:
Salaries and employee benefits . . . . . . . 122 48 68
Professional fees . . . . . . . . . . . . . . 17 31 24
Taxes and licenses . . . . . . . . . . . . . 21 19 7
Amortization of organizational costs . . . . -- 14 14
Other expenses . . . . . . . . . . . . . . . 23 10 23
------ ------ ----
Total expenses . . . . . . . . . . . 183 122 136
------ ------ ----
Income before income taxes . . . . . . . . . . . 1,283 955 760
Income tax benefit . . . . . . . . . . . . . . . (62) (36) (34)
------ ------ ----
Net income . . . . . . . . . . . . . $1,345 $ 991 $794
====== ====== ====
F-42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of financial results and financial condition for
the years ended December 31, 1993, December 31, 1992, and December 31, 1991,
should be read in conjunction with the financial statements and statistical data
presented elsewhere.
SUMMARY
Net income for the years ended December 31, 1993, December 31, 1992,
and December 31, 1991, are set forth below:
For the year ended December 31, 1993 $1,344,688
For the year ended December 31, 1992 991,106
For the year ended December 31, 1991 759,996
Net income for the year ended December 31, 1993, was up 36% from the
year ended December 31, 1992. Net income for the year ended December 31, 1992,
was up 30% from the year ended December 31, 1991. On a quarterly basis, net
income per share for 1993, 1992, and 1991 were:
QUARTER 1993 1992 1991
----- ----- -----
First Quarter . . . . . . . . . . $0.15 $0.13 $0.06
Second Quarter . . . . . . . . . 0.20 0.14 0.06
Third Quarter . . . . . . . . . . 0.25 0.11 0.12
Fourth Quarter . . . . . . . . . 0.25 0.22 0.22
----- ----- -----
$0.85 $0.60 $0.46
===== ===== =====
Revenue from earning assets during the year ended December 31, 1993,
increased 10% from the year ended December 31, 1992, as a 24% increase in
average earning assets more than offset declining yields. The Company noted a
decrease in revenue from earning assets in 1992 as compared to 1991 due to
declining yields. Although the average earning assets increased 14% during 1992
as compared to 1991, the earnings from this increase was neutralized by
decreases in interest rates.
F-43
NET INTEREST INCOME
Net interest income, the principal source of income for the Company, is
the total interest income on earning assets less the interest expense on
deposits and funds borrowed to support earning assets. The following table
sets forth information concerning net interest income for the years ended
December 31, 1993, December 31, 1992, and December 31, 1991:
YEAR ENDED DECEMBER 31,
-------------------------------------------
1993 1992 1991
---------- ---------- ----------
Interest income . . . . . . . . . . . $9,269,179 $8,431,509 $9,513,895
Interest expense . . . . . . . . . . 2,761,618 2,948,592 4,519,738
---------- ---------- ----------
Net interest income . . . . . . . . . $6,507,561 $5,482,917 $4,994,157
========== ========== ==========
Changes in net interest income from period to period result from
increases or decreases in the average balances (volume) of interest earning
assets and interest bearing liabilities, increases or decreases in the average
rates earned and paid on such assets and liabilities, the Bank's ability to
manage its earning asset portfolio, and the availability of particular sources
of funds.
Net interest income has increased during the corresponding periods noted
in the table above primarily due to increases in volumes or the average balances
of earning assets and interest bearing liabilities. As previously noted average
earning assets increased during each of the periods noted above. Also as noted,
lower interest rates in the financial marketplace had an impact upon the
Company's net interest margins. Set forth below is the average prime interest
rate charged on loans and the average Federal Funds rate earned by the Company
during the years ended December 31, 1993, December 31, 1992, and December 31,
1991:
FEDERAL
PRIME FUNDS
RATE RATE
----- -------
For the year ended December 31, 1993 6.00% 3.02%
For the year ended December 31, 1992 6.25% 3.46%
For the year ended December 31, 1991 8.49% 5.57%
Loans tied to the prime rate and investments in Federal Funds comprised
37% of the Company's earning assets at December 31, 1993, and 47% at December
31, 1992.
The tables on the following two pages provide a detailed analysis of
the changes in net interest income and illustrate the impact in the increase
in balances of interest earning assets and interest bearing liabilities. The
tables also note the impact of overall interest rates in the financial
marketplace.
F-44
ANALYSIS OF CHANGES IN NET INTEREST INCOME
The following table sets forth the dollar amount of changes in net
interest income for each major category of interest earning asset and interest
bearing liability for the years ended December 31, 1993, December 31, 1992, and
December 31, 1991:
FOR THE YEAR ENDED
DECEMBER 31, NET CHANGE NET CHANGE
--------------------------------------
1993 1992 1991 1992-1993 1991-1992
---------- ---------- ---------- ---------- -----------
Earning Assets - Interest Income:
Interest Bearing Bank Balances . . $ 4,500 $ 4,500 $ 4,010 $ 0 $ 490
Fed Funds Sold . . . . . . . . . . 309,572 353,824 896,992 (44,252) (543,168)
Taxable Investment Securities . . . 3,725,852 2,862,364 2,282,050 863,488 580,314
Non-taxable Investment Securities . 0 0 0 0 0
Loans (Includes Loan Fees) . . . . 5,229,255 5,210,821 6,330,843 18,434 (1,120,022)
---------- ---------- ---------- ---------- -----------
TOTAL . . . . . . . . . . . . $9,269,179 $8,431,509 $9,513,895 $ 837,670 $(1,082,386)
========== ========== ========== ========== ===========
Interest Expense on Deposits and
Borrowed Funds:
Demand Accounts-Interest Bearing . $ 285,597 $ 329,302 $ 692,540 $ (43,705) $ (363,238)
Savings . . . . . . . . . . . . . . 81,964 58,247 46,049 23,717 12,198
Money Market Accounts . . . . . . . 1,453,943 1,359,230 1,889,843 94,713 (530,613)
Time Deposits . . . . . . . . . . . 902,198 1,145,482 1,785,359 (243,284) (639,877)
Fed Funds Purchased . . . . . . . . 0 0 0 0 0
TTL and Other Borrowings . . . . . 37,916 56,331 105,947 (18,415) (49,616)
---------- ---------- ---------- ---------- -----------
TOTAL . . . . . . . . . . . . $2,761,618 $2,948,592 $4,519,738 $ (186,974) $(1,571,146)
---------- ---------- ---------- ---------- -----------
NET INTEREST INCOME . . . . . . . . . $6,507,561 $5,482,917 $4,994,157 $1,024,644 $ 488,760
========== ========== ========== ========== ===========
F-45
Changes in net interest income are attributed to either changes in
average balances (volume change) or changes in average rates (rate change) for
earning assets and sources of funds on which interest is paid. Volume change
is calculated as change in volume times the old rate while rate change is the
change in rate times the old volume. The table below indicates dollar
amount of the change attributable to each factor. The rate/volume change,
the change in rate times the change in volume, is allocated between the
volume change and rate change at the ratio each of the components bears to the
absolute value of their total.
AMOUNT OF CHANGE AMOUNT OF CHANGE
ATTRIBUTABLE TO ATTRIBUTABLE TO
CHANGES IN: CHANGES IN:
---------------------- -----------------------
TOTAL CHANGE OUTSTANDING TOTAL CHANGE OUTSTANDING
FROM 12/31/92 BALANCES INTEREST FROM 12/31/91 BALANCES INTEREST
TO 12/31/93 (VOLUME) RATES TO 12/31/92 (VOLUME) RATES
------------- ----------- -------- ------------- ----------- --------
Interest Income:
Interest Earning
Balances in Bank . . . $ 0 $ 0 $ 0 $ 490 $ 0 $ 490
Fed Funds Sold . . . . . . (44,252) 276 (44,528) (543,168) (265,636) (277,532)
Investment Securities:
Taxable . . . . . . . . 863,488 1,421,742 (558,254) 580,314 1,017,252 (436,938)
Non-taxable . . . . . . 0 0 0 0 0 0
Loans (Includes Loan Fees) 18,434 243,343 (224,909) (1,120,022) 497,659 (1,617,681)
---------- ---------- --------- ----------- ---------- -----------
Total . . . . . . . . . . . $ 837,670 $1,665,361 $(827,691) $(1,082,386) $1,249,275 $(2,331,661)
Interest Expense:
Demand Accounts -
Interest Bearing . . . $ (43,705) $20,378 $ (64,083) $ (363,238) $ (87,337) $ (275,901)
Savings . . . . . . . . . . 23,717 31,666 (7,949) 12,198 37,401 (25,203)
Money Market Accounts . . . 94,713 483,725 (389,012) (530,613) 277,055 (807,668)
Time Deposits . . . . . . . (243,284) 64,031 (307,315) (639,877) (69,054) (570,823)
Fed Funds Purchased . . . . 0 0 0 0 0 0
TTL and Other Borrowings . (18,415) (4,568) (13,847) (49,616) (10,272) (39,344)
---------- ---------- --------- ----------- ---------- -----------
Total . . . . . . . . . . . $ (186,974) $ 595,232 $(782,206) $(1,571,146) $ 147,793 $(1,718,939)
Net Interest Income . . . . $1,024,644 $1,070,129 $ (45,485) $ 488,760 $1,101,482 $ (612,722)
========== ========== ========= =========== ========== ===========
PROVISION FOR LOAN LOSSES
It is the Company's practice to maintain the allowance for loan
losses at a level considered by management to be adequate to provide for
reasonably foreseeable loan losses. Management's evaluation is based upon a
continuing review of the loan portfolio and includes, but is not limited to,
consideration of actual loan loss experience, the present and prospective
financial condition of borrowers, industry concentrations within the
portfolio, and general economic conditions.
The tables on the following two pages set forth the loan loss experience
of the Company for the years ended December 31, 1993, December 31, 1992, and
December 31, 1991, and management's allocation of the reserve for loan losses.
As noted on the table on the following page, the annualized ratio of
net charge-offs during the years ended December 31, 1993, December 31, 1992,
and December 31, 1991, has remained relatively constant. Loan losses which
continue to be moderate, are the result of economic weaknesses in markets in
which the Company operates which cause deterioration in the credit quality
of isolated loans. The Company reduced the provision charged to expense
for possible
F-46
loan losses during the year ended December 31, 1993 due to its moderate
loan loss experience and after an evaluation of the adequacy of the allowance
for loan losses.
Bank management believes that the Bank's allowance for loan losses was
adequate at December 31, 1993,based upon the Bank's loan portfolio as of that
date.
SUMMARY OF LOAN LOSS EXPERIENCE
The following table summarizes loan balances at December 31, 1993,
December 31, 1992, and December 31, 1991, daily average balances for the years
ending December 31, 1993, December 31, 1992, and December 31, 1991; changes in
the allowance arising from loans charged off and recoveries on loans previously
charged off, by loan category; and additions to the allowance for loan losses
which have been charged to expense:
12/31/93 12/31/92 12/31/91
----------- ----------- -----------
Average loans outstanding . . . . . $68,041,947 $64,939,766 $59,917,546
Net loans at end of period . . . . $70,268,455 $65,407,252 $66,327,823
Allowance for loan losses
at beginning of period . . . . $1,176,602 $1,147,250 $1,010,842
Loans Charged off:
Commercial Loans . . . . . . . 59,709 222,271 104,262
Residential real estate loans . 0 0 0
Commercial real estate loans . 0 26,200 51,270
Construction and land
development loans . . . . . . 0 3,011 0
Installment loans . . . . . . . 0 2,442 6,897
Revolving credit loans . . . . 34,730 25,061 63,155
----------- ----------- -----------
94,439 278,985 225,584
Recoveries of loans previously
charged off . . . . . . . . . . 5,891 37,537 4,492
----------- ----------- -----------
Net loans charged off . . . . . . . 88,548 241,448 221,092
Provision charged to expense . . . 60,000 270,800 357,500
----------- ----------- -----------
Allowance for loan losses
at end of period . . . . . . . $ 1,148,054 $ 1,176,602 $ 1,147,250
=========== =========== ===========
Annualized ratio of net charge-offs
during period to average net
loans outstanding . . . . . . . 0.13% 0.37% 0.37%
Allowance for loan losses as
a percentage of net loans
outstanding at end of period. . 1.63% 1.80% 1.73%
F-47
ALLOCATION OF RESERVE FOR LOAN LOSSES
Although the total reserve is available to absorb losses from all
loans, management allocates the reserve among general portfolio categories
for informational and regulatory reporting purposes. The following tables
reflect that allocation and information for the periods indicated:
ALLOCATION OF RESERVE FOR LOAN LOSSES BY LOAN TYPE
12/31/93 12/31/92 12/31/91
---------- ---------- ----------
Commercial Loans . . . . . . . . . . . . . . . $ 164,577 $ 210,822 $ 119,110
Residential real estate loans . . . . . . . . . 24,606 12,770 29,859
Commercial real estate loans . . . . . . . . . 367,222 531,630 212,996
Construction and land development loans . . . . 25,125 10,615 58,975
Installment loans . . . . . . . . . . . . . . . 63,619 22,826 34,029
Revolving credit loans . . . . . . . . . . . . 59,639 103,328 68,892
Unallocated reserve . . . . . . . . . . . . . . 443,267 284,611 623,389
---------- ---------- ----------
Total. . . . . . . . . . . . . . . . . . . . . $1,148,054 $1,176,602 $1,147,250
========== ========== ==========
ALLOCATION OF RESERVE FOR LOAN LOSSES AS A PERCENTAGE OF TOTAL RESERVE
12/31/93 12/31/92 12/31/91
-------- -------- --------
Commercial Loans . . . . . . . . . . . . . . . 14.0% 17.9% 10.4%
Residential real estate loans . . . . . . . . . 2.1% 1.1% 2.6%
Commercial real estate loans . . . . . . . . . 31.2% 45.2% 18.6%
Construction and land development loans . . . . 2.1% 0.9% 5.1%
Installment loans . . . . . . . . . . . . . . . 5.4% 1.9% 3.0%
Revolving credit loans . . . . . . . . . . . . 5.1% 8.8% 6.0%
Unallocated reserve . . . . . . . . . . . . . . 40.1% 24.2% 54.3%
----- ----- -----
Total. . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
===== ===== =====
PERIOD END LOAN TYPES AS A PERCENTAGE OF TOTAL LOANS
12/31/93 12/31/92 12/31/91
-------- -------- --------
Commercial Loans . . . . . . . . . . . . . . . 23.4% 22.6% 23.9%
Residential real estate loans . . . . . . . . . 7.0% 7.2% 9.4%
Commercial real estate loans . . . . . . . . . 52.0% 5.4% 42.7%
Construction and land development loans . . . . 3.6% 1.1% 8.9%
Installment loans . . . . . . . . . . . . . . . 7.2% 7.0% 6.8%
Revolving credit loans . . . . . . . . . . . . 6.8% 7.7% 8.3%
----- ----- -----
Total. . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
===== ===== =====
F-48
AVERAGE BALANCE SHEETS AND COMPOSITION OF AVERAGE DEPOSITS
The tables on the following two pages show the average balances of
assets, liabilities, and shareholders' equity, the amount of interest income or
expense and the average yield or rate for each category of interest earning
assets and interest bearing liability, the Company's net interest spread, and
the Company's net interest margin.
The mix of the Company's average earning assets as a percentage of
total average assets for the years ended December 31, 1993, December 31, 1992,
and December 31, 1991, were:
1993 1992 1991
----- ----- -----
Interest - Bearing Bank Balances 0.1% 0.1% 0.1%
Federal Funds Sold 6.0% 7.5% 13.1%
Investment Securities 42.7% 34.1% 25.2%
Loans (Net of Unearned Income) 39.6% 47.4% 48.9%
----- ----- -----
Total Earning Assets 88.4% 89.1% 87.3%
===== ===== =====
As the table above indicates, the Company has shifted the mix of its
liquidity assets from Federal Funds sold to investment securities over the past
two years as overall rates in the financial marketplace have declined. This
shift has been the result of the Company's asset/liability management program.
Average deposit liabilities increased 30% in 1993 as compared to 1992.
In the year ended December 31, 1992, average deposits increased 13% over the
comparable period in 1991. The composition of the deposit base has consistently
been heavy in low cost "core" deposits. For the year ended December 31, 1993,
transaction accounts (both interest bearing and non-interest bearing) totaled
37% of average deposits, and average money market account balances totaled
another 42%. At the same time, more expensive time deposits have comprise only
18% of the deposit base. This composition is the result of acquiring more
"relationship" customers through direct marketing efforts. The on-going
impact of this structure is a lower cost of funds and higher net interest
margins.
F-49
AVERAGE BALANCE SHEETS
12/31/93 12/31/92 12/31/91
------------------------------- ------------------------------- --------------------------------
INTEREST INTEREST INTEREST
AVERAGE INCOME OR AVERAGE INCOME OR AVERAGE INCOME OR
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------------ ---------- ---- ------------ ---------- ---- ------------ ---------- -----
ASSETS:
Interest Bearing Bank Balances $ 100,000 $ 4,500 4.50% $ 100,000 $ 4,500 4.50% $ 100,000 $ 4,010 4.01%
Fed Funds Sold . . . . . . . 10,247,662 309,572 3.02% 10,239,685 353,824 3.46% 16,093,672 896,992 5.57%
Taxable Investment Securities 73,485,694 3,725,852 5.07% 46,731,739 2,862,364 6.13% 30,930,230 2,282,050 7.38%
Non-taxable Investment
Securities . . . . . . . . . . 0 0 0.00% 0 0 0.00% 0 0 0.00%
Loans (Net of Unearned Income) 68,041,947 5,229,255 7.69% 64,939,766 5,210,821 8.02% 59,917,546 6,330,843 10.57%
------------ ---------- ---- ------------ ---------- ---- ------------ ---------- -----
TOTAL EARNING ASSETS/
INTEREST INCOME . . . . . . . 151,875,303 9,269,179 6.10% 122,011,190 8,431,509 6.91% 107,041,448 9,513,895 8.89%
All Other Assets . . . . . . . 19,906,993 14,884,559 15,596,657
------------ ------------ ------------
TOTAL . . . . . . . . . $171,782,296 $136,895,749 $122,638,105
============ ============ ============
LIABILITIES AND SHAREHOLDERS EQUITY:
Deposits:
Demand-interest Bearing . . $15,768,074 $ 285,597 1.81% $ 14,805,516 $ 329,302 2.22% $ 17,241,172 $ 692,540 4.02%
Savings . . . . . . . . . . 3,644,755 81,964 2.25% 2,269,569 58,247 2.57% 1,043,742 46,049 4.41%
Money Market Accounts . . . 63,044,229 1,453,943 2.31% 44,345,640 1,359,230 3.07% 38,039,299 1,889,843 4.97%
Time Deposits . . . . . . . 27,250,557 902,198 3.31% 25,739,584 1,145,482 4.45% 26,815,241 1,785,359 6.66%
Fed Funds Purchased . . . . . 0 0 0.00% 0 0 0.00% 0 0 0.00%
TTL and Other Borrowings . . 1,561,029 37,916 2.43% 1,709,323 56,331 3.30% 1,911,651 105,947 5.54%
------------ ---------- ---- ------------ ---------- ---- ------------ ---------- -----
TOTAL INTEREST
BEARING FUNDS . . . . . . . . 111,268,644 2,761,618 2.48% 88,869,632 2,948,592 3.32% 85,051,105 4,519,738 5.31%
Demand Deposits . . . . . . . . 40,085,321 27,962,664 18,367,252
Other Liabilities . . . . . . . 793,761 591,825 507,918
Shareholders' Equity . . . . . 19,634,570 19,471,628 18,711,830
------------ ------------ ------------
TOTAL . . . . . . . . . $171,782,296 $136,895,749 $122,638,105
============ ============ ============
INTEREST SPREAD (Average Rate
Earned Minus Average Rate Paid) . . . . . . . . . . . . . 3.62% 3.59% 3.58%
NET INTEREST INCOME . . . . . . . . . . . . . $6,507,561 $5,482,917 $4,994,157
NET INTEREST MARGIN (Net Interest
Income/Average Earning Assets) . . . . . . . . . . . . . 4.28% 4.49% 4.67%
F-50
COMPOSITION OF AVERAGE DEPOSITS
Set forth below is the composition of average deposits for the
years ended December 31, 1993, December 31, 1992, and December 31, 1991:
AS A PERCENT
YEAR ENDED DECEMBER 31, OF TOTAL DEPOSITS
-------------------------------------------- ---------------------------
1993 1992 1991 1993 1992 1991
------------ ------------ ------------ ------ ------ ------
Noninterest bearing . . . $ 40,085,321 $ 27,962,664 $ 18,367,252 26.8% 24.3% 18.1%
Interest Bearing Demand . 15,768,074 14,805,516 17,241,172 10.5% 12.9% 17.0%
Money market accounts . . 63,044,229 44,345,640 38,039,299 42.1% 38.4% 37.5%
Savings Accounts . . . . 3,644,755 2,269,569 1,043,742 2.4% 2.0% 1.0%
Time Deposits . . . . . . 27,250,557 25,739,584 26,815,241 18.2% 22.4% 26.4%
------------ ------------ ------------ ------ ------ -----
Total . . . . . . . . . . $149,792,936 $115,122,973 $101,506,706 100.0% 100.0% 100.0%
============ ============ ============ ====== ====== ======
GROWTH IN AVERAGE DEPOSIT BALANCES
DOLLAR GROWTH IN PERCENTAGE GROWTH IN
DEPOSIT BALANCES DEPOSIT BALANCES
--------------------------------- --------------------------
1992-1993 1991-1992 1992-1993 1991-1992
----------- ----------- --------- ---------
Noninterest bearing . . . . $12,122,657 $ 9,595,412 43.4% 52.2%
Interest Bearing Demand . . 962,558 (2,435,656) 6.5% -14.1%
Money market accounts . . . 18,698,589 6,306,341 42.2% 16.6%
Savings Accounts . . . . . 1,375,186 1,225,827 60.6% 117.4%
Time Deposits . . . . . . . 1,510,973 (1,075,657) 5.9% -4.0%
----------- ----------- --------- --------
Total . . . . . . . . . . . $34,669,963 $13,616,267 30.1% 13.4%
=========== =========== ========= ========
NON-INTEREST INCOME
Set forth below is a summary of non-interest income for the years
ended December 31, 1993, December 31, 1992 and December 31, 1991:
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1993 1992 1991
-------- -------- --------
Banking fees and service charges . . $458,408 $348,803 $272,754
Mortgage banking fees . . . . . . . 207,016 0 0
Gain on sale of investments . . . . 87,167 16,674 0
Gain on sale of real estate . . . . 9,354 16,661 18,448
Rental income . . . . . . . . . . . 66,520 67,271 55,934
Other income . . . . . . . . . . . . 32,931 28,628 55,333
-------- -------- --------
Total noninterest income . . . . . . $861,396 $478,037 $402,469
======== ======== ========
Banking fees and service charges rose 31% in the year ended December
31, 1993, compared to the same period in 1992. For the year ended December
31, 1992, banking fees rose 28% as compared to 1991. Fees and service
charges are primarily a function of deposit account activity, particularly
transaction account activity. These increases are consistent with the gain in
transaction account balances noted earlier. The Company's marketing strategy,
however, is
F-51
to concentrate on commercial banking, serving small to middle-sized
businesses, professionals, the title and escrow industry, the business
entrepreneur, and high net worth individuals. These types of banking customers
traditionally pay for their banking services through the maintenance of
sufficient deposit balances to avoid the explicit payment of fees and service
charges. The Company does not, therefore, anticipate that non-interest income
will represent a significant percentage of the Company's overall income for the
foreseeable future.
Rental income is received from renting excess space in banking
facilities. The Company has limited excess space available for rental and does
not anticipate that rental income will become a significant source of revenue.
In January 1993, the Company's banking subsidiary began a mortgage
banking operation in which residential mortgages are originated and sold to
investors in the secondary mortgage market. The Bank originates only mortgages
that have been "presold" in the secondary market and does not take a position in
the underlying mortgage itself. Income from originating residential mortgage
loans totaled $207,016 during the year ended December 31, 1993.
NONINTEREST EXPENSE
The table below summarizes noninterest expenses for the years ended
December 31, 1993, December 31, 1992, and December 31, 1991. As indicated,
noninterest expenses increased 21.8% in the year ended December 31, 1993, as
compared to 1992. The most significant increase was in the area of professional
fees and legal expenses due to litigation in which the Company was involved. A
settlement was reached ending the litigation during the fourth quarter of 1993,
and no significant expenses associated with that event were incurred in 1994.
The Company's subsidiary bank opened two new branch offices in June 1992
and September 1992. The full year compensation, occupancy, and equipment
expenses relating to these new facilities contributed to increases in those
expense categories.
The Company's subsidiary bank pays fees to the Office of the Comptroller
of the Currency, and deposit insurance premiums to the Federal Deposit Insurance
Corporation. These regulatory fees are computed based upon the bank's asset
size and deposit base, respectively. Increases in regulatory fees in the years
ended December 31, 1993 and 1992, were primarily the result of growth in assets
and deposits.
YEAR ENDED DECEMBER 31, % CHANGE % CHANGE
--------------------------------------
1993 1992 1991 1992-1993 1991-1992
---------- ---------- ---------- --------- ----------
Salaries and benefits . . . . . . $1,981,778 $1,809,704 $1,789,460 9.5% 1.1%
Equipment expenses . . . . . . . 441,410 395,313 421,897 11.7% -6.3%
Occupancy expenses . . . . . . . 480,035 399,589 365,650 20.1% 9.3%
Data processing . . . . . . . . . 251,693 276,520 357,289 -9.0% -22.6%
Regulatory fees . . . . . . . . . 357,504 291,855 249,806 22.5% 16.8%
Professional fees/legal expenses 947,353 268,447 160,414 252.9% 67.3%
Marketing expense . . . . . . . . 111,215 137,864 142,828 -19.3% -3.5%
Postage/delivery/telephone . . . 159,240 123,257 130,532 29.2% -5.6%
Supplies . . . . . . . . . . . . 147,200 167,196 115,772 -12.0% 44.4%
Insurance . . . . . . . . . . . . 83,647 54,616 50,048 53.2% 9.1%
Other operating expenses . . . . 263,194 363,687 331,434 -27.6% 9.7%
---------- ---------- ---------- ----- -----
Total noninterest expenses . . $5,224,269 $4,288,048 $4,115,130 21.8% 4.2%
========== ========== ========== ===== =====
F-52
As the following table indicates, the Company's noninterest expense
ratios compare very favorably with other institutions of its size.
Annualized Expense Ratios (As a percentage of average assets):
YEAR ENDED DECEMBER 31, AVERAGE FOR
--------------------------------- BANK HOLDING COMPANIES
1993 1992 1991 OF COMPARABLE SIZE*
---- ---- ---- ----------------------
S>
Total noninterest expenses . . . 3.04% 3.13% 3.36% 3.50%
Salaries and benefits . . . . . . 1.15% 1.32% 1.46% 1.66%
Occupancy expense . . . . . . . . 0.28% 0.29% 0.30% 0.49%
* Five year average ratio of expense to average assets as reported by the
Federal Financial Institutions Examination Council
INCOME TAXES
For the year ending December 31, 1993, the Company had income of
$2,085,000 before a provision of $740,000 for income taxes. The $740,000
provision for income taxes consists of provisions for Federal and state income
tax purposes relating to 1993.
For the year ended December 31, 1992, the Company had income of
$1,402,000 before a provision of $496,000 for income taxes. The Company had
net operating losses carrying into 1992 from prior years that reduced its tax
liability. The Company's income tax provision of $496,000 for the year ended
December 31, 1992, was reduced $85,000 by utilization of the tax effects of the
Company's operating loss carryforward as an extraordinary credit.
LIQUIDITY
Liquidity is a bank's ability to maintain sufficient sources of funds
to meet its obligations. Liquidity exists when these sources provide funds when
they are needed and at a reasonable cost. Funding of loan requests, providing
for liability (deposit) outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of specific short-term loans and investments with specific types of
deposits and borrowings. The objective of liquidity management is to maintain
a balance between sources and uses of funds such that the cash flow needs of
the Company are met in the most economical manner. On the asset side, the
Company's liquidity is provided by short-term money market assets, such as time
deposits with other banks, Federal Funds sold, loan principal repayments, and
by investment securities with maturities of one year or less.
At December 31, 1993, and December 31, 1992, the Company had Federal
funds sold of $1,400,000 and $11,750,000, respectively. Cash flow from
principal repayments scheduled to be received within one year from loans
(including demand loans, but excluding revolving credit lines) and investment
securities maturing within one year amounted to $24,271,000 at December 31,
1993, and $35,909,000 at December 31, 1992.
The Company's dependence upon large time deposits which experience
volatile rate changes is moderate. At December 31, 1993, certificates of
deposit with balances of $100,000 or greater comprised 5% of total deposits,
down from 10% at December 31, 1992. The maturities of time certificates of
deposit with balances of $100,000 or greater at December 31, 1993, are
summarized below:
Three months or less $ 3,883,000
Over three through six months 811,000
Over six through twelve months 2,262,000
Over twelve months 600,000
-----------
$ 7,556,000
===========
F-53
The Company has not acquired brokered "jumbo" certificates of deposit
and does not anticipate using this method as a source of funds in the future.
ASSET/LIABILITY MANAGEMENT
The objective of asset and liability management is to maximize
earnings while maintaining interest rate risk and liquidity at acceptable
levels. A certain amount of risk is inherent in any investment
situation, and greater risks usually provide higher earnings. For the
Company, the most important objectives in assets and liability management
include: (1) controlling interest rate exposure, (2) ensuring adequate
liquidity, and (3) maintaining a strong capital foundation.
The table on the following page sets forth the cumulative ability of
the Company to reprice its interest earning assets and interest bearing
liabilities as of December 31, 1993, the Company's interest rate sensitivity
gap (i.e., interest rate sensitive assets less interest rate sensitive
liabilities), the Company's cumulative interest rate sensitivity gap, the
Company's interest sensitivity gap ratio (i.e., interest rate sensitive assets
divided by interest rate sensitive liabilities), and the Company's cumulative
interest sensitivity gap ratio. For the purposes of the Interest Sensitivity
Table, an asset or liability is considered rate sensitive within a specified
period when it matures or could be repriced within such a period in accordance
with its contractual terms.
Historically, the Company has tried to maintain the cumulative gap
ratio at the one year reporting interval within a narrow range to limit its
exposure to changes in interest rates. The current cumulative gap ratio for
the one year reporting interval continues to be among the most liability
sensitive position noted in recent years and is based upon the funding and
asset/liability management strategies of the Company:
1993 1992 1991
---- ---- ----
March 31 0.95 1.03 1.03
June 30 0.86 1.88 1.16
September 30 0.93 0.90 1.00
December 31 0.59 0.82 0.93
A ratio of greater than 1.00 indicates that within a twelve month
period, a greater volume of assets will reprice than liabilities (an asset
sensitive position). A ratio of less than 1.00 indicates that within the same
period a greater volume of liabilities will reprice than assets (a liability
sensitive position). A ratio of 1.00 indicates that an equal amount of
assets and liabilities will reprice during the twelve month period (a neutral
position). A rising rate environment favors an asset sensitive position and a
falling rate environment favors a liability sensitive position.
The Company attempts to limit its exposure to changes in interest
rates through the asset/liability management process. The Company has
established guidelines that limit the changes in net interest income
associated with changes in interest rates to 10% of net interest income.
For the year ended December 31, 1993, changes in net interest income
attributable to changes in interest rates totaled -1% of total net interest
income or well within the above the guidelines. For the year ended December
31, 1992, changes in net interest income attributable to changes in interest
rates totaled -11% of total net interest income.
F-54
INTEREST SENSITIVITY ANALYSIS
DECEMBER 31, 1993
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------
NON RATE
SENSITIVE
91-180 181-365 AND OVER
0-30 Days 31-90 Days Days Days ONE YEAR TOTAL
--------- ---------- -------- -------- --------- --------
ASSETS:
Loans . . . . . . . . . . . . . . . . $ 57,877 $ 860 $ 1,412 $ 1,296 $ 9,029 $ 70,474
Securities . . . . . . . . . . . . . 0 0 0 5,608 84,427 90,035
Federal funds sold . . . . . . . . . 1,400 1,400
-------- -------- -------- -------- -------- --------
Total earning assets . . . . 59,277 860 1,412 6,904 93,456 161,909
Cash, property and other assets . . . 96,523 26,049
Less: Allowance for loan losses
and unearned income . . . . . . . (1,148) (1,148)
-------- -------- -------- -------- -------- --------
TOTAL ASSETS . . . . . . . . $ 59,277 $ 860 $ 1,412 $ 6,904 $188,831 $186,810
======== ======== ======== ======== ======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Deposits:
Demand-non interest bearing . . . . $47,799 $ 47,799
Demand-interest bearing . . . . . . $ 14,350 14,350
Savings. . . . . . . . . . . . . . . 4,813 4,813
Money Market Accounts . . . . . . . 77,685 77,685
Time Deposits . . . . . . . . . . . 4,033 $ 4,208 $ 4,119 $ 3,888 1,604 17,852
-------- -------- -------- -------- -------- --------
Total deposits . . . . . . . 100,881 4,208 4,119 3,888 49,403 162,499
Federal funds purchased . . . . . . . 0 0
Other short term borrowings . . . . . 2,969 2,969
Other liabilities . . . . . . . . . . 1,226 1,225
Shareholders' equity . . . . . . . . 20,117 20,117
-------- -------- -------- -------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY . . . . . . . $103,850 $ 4,208 $ 4,119 $ 3,888 $ 70,746 $186,810
======== ======== ======== ======== ======== ========
Interest rate sensitivity gap $(44,573) $ (3,348) $ (2,707) $ 3,016 $118,085
Cumulative interest rate
sensitivity gap $(44,573) $(47,921) $(50,628) $(47,612)
Cumulative sensitivity gap ratio 0.57 0.56 0.55 0.59
F-55
INVESTMENT PORTFOLIO SUMMARY
The following table shows the carrying value, the market value, and
the weighted average yield of the Company's investment portfolio as of the
dates indicated. Investment securities are stated at cost adjusted for
amortization of premium and accretion of discount:
12/31/93 12/31/92 12/31/91
------------------------------- ------------------------------- -------------------------------
BOOK MARKET AVG BOOK MARKET AVG BOOK MARKET AVG
VALUE VALUE RATE VALUE VALUE RATE VALUE VALUE RATE
----------- ----------- ----- ----------- ----------- ----- ----------- ----------- -----
Investment Securities:
U.S Treasury Securities . $49,311,510 $49,529,750 4.64% $31,394,040 $31,819,577 4.88% $22,518,026 $22,950,552 6.27%
Obligations of other
U.S. Government
Agencies . . . . . . . 39,608,509 39,760,612 4.65% 27,761,236 27,901,128 6.14% 20,437,293 20,836,357 7.74%
Corporate Debt
Securities . . . . . . 1,014,572 1,075,500 7.72% 1,024,405 1,067,090 7.71% 1,033,550 1,070,440 7.71%
Obligations of states
and other political
subdivisions . . . . . . 0 0 0.00% 0 0 0.00% 0 0 0.00%
Stock of the Federal
Reserve Bank of
Atlanta . . . . . . . . 360,000 360,000 6.00% 360,000 360,000 6.00% 360,000 360,000 6.00%
Interest-bearing
deposits in
commercial banks . . . . 100,000 100,000 2.50% 100,000 100,000 4.00% 100,000 100,000 6.00%
Other securities . . . . . 0 0 0.00% 0 0 0.00% 0 0 0.00%
----------- ----------- ----- ----------- ----------- ----- ----------- ----------- -----
Total Taxable Securities . . $90,394,591 $90,825,862 4.68% $60,639,681 $61,247,795 5.51% $44,448,869 $45,317,349 6.98%
=========== =========== ===== =========== =========== ===== =========== =========== =====
The Investment Security Maturity Schedule below shows the maturities
and weighted average yields for the Company's investment portfolio at
December 31, 1993:
INVESTMENT SECURITY MATURITY SCHEDULE
(Dollar Amounts In Thousands)
AFTER
FIVE BUT
AFTER ONE BUT WITHIN
WITHIN ONE WITHIN FIVE TEN AFTER TEN
YEAR YEARS YEARS YEARS TOTAL
-------------- -------------- -------- -------------- ---------------
US Treasury Securities . $5,003 3.92% $44,309 4.72% $0 $0 $49,312 4.64%
Obligations of Other U.S.
Government Agencies . . 0 0.00% 29,559 4.90% 0 10,049 3.92% 39,608 4.65%
Corporate Debt Securities 505 7.15% 510 8.28% 0 0 1,015 7.72%
Interest-bearing deposits
in commercial banks . . 100 4.00% 0 0 0 100 2.50%
Obligations of States
and Other Political
Subdivisions . . . . . 0 0 0 0 0
------ ------- -- ------- ------
$5,608 $74,378 $0 $10,049 90,035
====== ======= == =======
Federal Reserve Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360
-------
$90,395
=======
F-56
CAPITAL RESOURCES
12/31/93 12/31/92 12/31/91
----------- ----------- -----------
Tier One Capital:
Common shareholders' equity . . . . . . . . $20,116,670 $20,014,672 $19,188,686
LESS: Intangible assets . . . . . . . . . 0 8,730 36,491
----------- ----------- -----------
Total Tier One Capital . . . . . . . . . . 20,116,670 20,005,942 19,152,195
Tier Two Capital:
Allowance for loan losses . . . . . . . . . 1,080,000 1,019,000 1,147,250
Perpetual Preferred Stock . . . . . . . . . 0 0 0
Long term debt qualifying as Tier Two capital 0 0 0
----------- ----------- -----------
$21,196,670 $21,024,942 $20,299,445
=========== =========== ===========
Leverage Capital Ratio . . . . . . . . . . . . 10.7% 12.5% 13.7%
Risk Based Capital Ratios:
Tier 1 Capital Ratio . . . . . . . . . . 23.3% 24.2% 23.7%
Tier 2 Capital Ratio . . . . . . . . . . 1.3% 1.2% 1.2%
---- ---- ----
Total Capital to Risk-weighted assets . . 24.6% 25.4% 24.9%
==== ==== ====
Regulatory agencies have approved guidelines to implement a risk-based
capital structure that makes capital requirements more sensitive to the risk
profiles of individual banking companies. These guidelines define capital as
either core (Tier 1) capital or supplementary (Tier 2) capital. Tier 1 capital
consists primarily of shareholders' equity, while Tier 2 capital is comprised
of certain debt instruments and a portion of the reserve for loan losses. At
December 31, 1993, the Company and its subsidiary bank were subject to a
minimum Tier 1 Risk-Based capital ratio of 4% and a total risk-based capital
ratio (Tier 1 plus Tier 2) of 8%. At December 31, 1993, the Company's Tier 1
and total risk-based capital ratio, based upon the definitions in effect at
December 31, 1993, were 23.3% and 24.6% respectively. These ratios, as well as
the corresponding ratios of the Company's subsidiary bank, all exceed
regulatory minimums.
Regulatory agencies have also adopted minimum standards for the
leverage capital ratio. The leverage ratio is computed by dividing Tier 1
capital by adjusted total assets. Currently, the minimum leverage capital
ratio for a well capitalized institution is 5%. The Company had a leverage
capital ratio of 10.7% at December 31, 1993, and 12.5% at December 31, 1992.
As required by the Federal Deposit Insurance Corporation Improvement
Act of 1991, federal regulatory agencies have adopted standards for determining
a financial institution's capital category for purposes of regulatory
enforcement and for use in calculating risk-based FDIC insurance premiums.
Those standards are set forth in the table below:
TOTAL RISK BASED TIER 1 RISK BASED
CAPITAL RATIO CAPITAL RATIO LEVERAGE RATIO
---------------- ----------------- ----------------
Well Capitalized 10% or Greater 6% or Greater 5% or Greater
Adequately Capitalized 8% to 10% 4% to 6% 4% to 5%
Under Capitalized Less than 8% Less than 4% Less than 4%
Significantly Undercapitalized Less than 6% Less than 3% Less than 3%
The Company's capital ratios at December 31, 1993, exceeded the minimum
capital ratios for a well capitalized financial institution.
F-57
LOAN PORTFOLIO
SUMMARY
% CHANGE
--------------------
12/31/92 12/31/91
To To
TYPES OF LOANS 12/31/93 12/31/92 12/31/91 12/31/93 12/31/92
----------- ----------- ----------- -------- --------
Commercial Loans . . . . . . . . $16,457,697 $14,847,990 $15,881,325 10.8% -6.5%
Residential real estate loans . . 4,921,283 4,711,554 6,253,099 4.5% -24.7%
Commercial real estate loans . . 36,722,126 35,688,771 28,399,524 2.9% 25.7%
Construction and land
development loans . . . . . . 2,512,494 694,746 5,897,534 261.6% -88.2%
Installment loans . . . . . . . . 5,089,499 4,589,275 4,537,184 10.9% 1.1%
Revolving credit loans . . . . . 4,771,103 5,058,868 5,511,391 -5.7% -8.2%
----------- ----------- ----------- ----- -----
Total loans . . . . . . . . . . . 70,474,202 65,591,204 66,480,057 7.4% -1.3%
Less:
Unearned loan fees . . . . . . . 205,747 183,952 152,234 11.8% 20.8%
Allowance for loan losses . . . . 1,148,054 1,176,602 1,147,250 -2.4% 2.6%
----------- ----------- ----------- ----- -----
Net loans . . . . . . . . . . . . $69,120,401 $64,230,650 $65,180,573 7.6% -1.5%
=========== =========== =========== ===== =====
Loan-to-Deposit Ratio . . . . . . 43.2% 48.0% 56.4%
Nonperforming loans to total loans 0.00% 0.14% 0.08%
Loan demand increased during 1993. Gross loans outstanding increased
$4.9 million (+7.4%) in 1993. Gross loans outstanding declined $0.9 million
(-1.3%) during 1992.
The Company's marketing philosophy is to concentrate lending efforts to
customers within its primary market area and to generally avoid loans for
speculative purposes. The Company has no foreign or agricultural loans and no
loans to energy producing customers. The Company's loan portfolio contains no
loans that would be classified as a highly leveraged transaction. Bank
regulators have defined highly leveraged transactions as loans and other
facilities that have been extended in connection with a leveraged buyout, a
corporate acquisition or a recapitalization and the resulting ratio of total
debt to equity is equal to or greater than twelve to one or the borrower
doubles existing liabilities resulting in a debt to equity ratio of greater than
100%.
Loan concentrations are defined as amounts loaned to a number of
borrowers engaged in similar activities, which would cause them to be similarly
impacted by economic or other conditions. At December 31, 1993, no
concentration of loans within any portfolio category to any group of borrowers
engaged in similar activities or in a similar business, exceeded 10% of total
loans.
Generally, construction and land development loans and commercial
real estate loans can present a higher degree of risk to a lender depending
upon, among other things, whether the borrower has permanent financing at the
end of the loan period, whether the project is an income producing transaction
in the interim, and the nature of changing economic conditions including
changing interest rates. While there is no assurance that the Company would
not realize any loss on its construction and land development loans or its
commercial real estate loans, management is of the belief that the degree of
risk related to such loans is not significant to the Company because, among
other things, generally such loans made by the Company's subsidiary bank relate
to (i) owner-occupied projects, (ii) projects where the borrower has received
commitment for permanent financing to repay the loan, and (iii) projects where
management believes that the borrowers will recognize sufficient income to meet
their loan requirements in the interim.
F-58
NONPERFORMING ASSETS
Nonperforming assets consist of loans in a non-accrual status, loans
past due ninety days or more, loans that have been restructured, and other
real estate owned. Loans are placed in non-accrual status when, in the opinion
of management, uncertainty exists as to the ultimate collection of such
interest. Interest income on nonaccrual loans is recognized on a cash basis.
The table below summarizes the Company's nonperforming assets as of the
dates indicated:
12/31/93 12/31/92 12/31/91
----------- ----------- -----------
Total loans outstanding . . . . . . . . . . $70,268,455 $65,407,252 $66,327,823
Total reserve for loan losses . . . . . . . 1,148,054 1,176,602 1,147,250
Nonaccrual loans:
Commercial . . . . . . . . . . . . . . . 0 0 50,000
Real estate:
Construction . . . . . . . . . . . . . 0 0 0
Mortgage, 1-4 family . . . . . . . . . 0 0 0
Other . . . . . . . . . . . . . . . . . 0 0 0
Consumer . . . . . . . . . . . . . . . 0 0 0
----------- ----------- -----------
Total nonaccrual loans . . . . . . . . 0 0 50,000
Accruing loans past due
ninety days or more . . . . . . . . . . 0 0 0
----------- ----------- -----------
Total nonperforming loans . . . . . . . . . 0 0 50,000
Other real estate . . . . . . . . . . . . . 0 90,000 195,000
----------- ----------- -----------
Total nonperforming assets . . . . . . . . $ 0 $ 90,000 $ 245,000
=========== =========== ===========
Ratios:
Nonperforming loans to
net total loans . . . . . . . . . . . . 0.00% 0.00% 0.08%
Nonperforming assets to
net total loans plus other
real estate owned . . . . . . . . . . . 0.00% 0.14% 0.37%
Reserve for loan losses to
nonperforming loans . . . . . . . . . . N/A N/A 2294.5%
The table above sets forth a summary of nonperforming assets at December
31, 1993, December 31, 1992, and at December 31, 1991. Nonperforming loans are
accruing loans past due ninety days or more and loans that have been placed in
a non-accrual status.
Loans are placed on a non-accrual status when, in the opinion of
management, uncertainty exists as to the ultimate collection of such interest.
Interest received on such loans would be credited either to income or to
principal depending upon, among other things, management's assessment of future
principal recoveries.
For the years ended December 31, 1992, and December 31, 1991, the gross
amount of interest income that would have been recorded on nonaccrual loans if
all such loans had been accruing interest at the original contract rate was
$1,762 and $7,198 respectively. No interest payments were recorded in 1993,
1992, or in 1991 as interest income for nonaccrual loans.
F-59
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of July 12,
1994, between HUNTINGTON BANCSHARES FLORIDA, INC., an Ohio corporation that
will become a registered bank holding company ("Huntington Florida"), and
SECURITY NATIONAL CORPORATION, a Delaware corporation that is a registered bank
holding company ("Security National"). (Huntington Florida and Security
National are collectively referred to herein as the "Constituent
Corporations.")
RECITALS
A. Huntington Florida is a corporation organized and existing under the laws
of Ohio and is authorized to issue 850 shares of common stock, without par
value ("Huntington Florida Common"), all of which are issued and outstanding as
of the date hereof and owned by Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington").
B. Security National is a corporation organized and existing under the laws
of Delaware and is authorized to issue: (a) 5,000,000 shares of common stock,
$1.00 par value ("Security National Common"), of which 1,509,848 shares are
issued and outstanding as of the date hereof, exclusive of treasury shares,
with an additional 147,334 shares being subject to outstanding stock options
previously granted (collectively, the "Security National Stock Options" and
individually, a "Security National Stock Option") under the Security National
Corporation Stock Option Plan (the "Security National Stock Option Plan"); and
(b) 500,000 shares of preferred stock, $1.00 par value ("Security National
Preferred"), none of which are issued and outstanding.
C. The respective Boards of Directors of Huntington Florida and Security
National have approved the merger of Security National into Huntington Florida
substantially on the terms and conditions contained in this Agreement.
AGREEMENT
In consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. MERGER. Subject to the terms and conditions hereof, and the terms and
conditions contained in a certain Supplemental Agreement, of even date
herewith, among Huntington, Huntington Florida, and Security National (the
"Supplemental Agreement"), which is incorporated herein by reference, at the
"Effective Time" (as such term is defined in Section 2 hereof), Security
National shall be merged into Huntington Florida (the "Merger"). Huntington
Florida shall be the surviving corporation in the Merger (the "Surviving
Corporation"), which shall continue its corporate existence under the laws of
Ohio following the consummation of the Merger. At the Effective Time, the
separate existence and corporate organization of Security National shall cease.
2. EFFECTIVE TIME; EFFECTIVE DATE. The Merger shall be effective at 11:59
p.m., local Ohio time (the "Effective Time"), on the "Effective Date" which
date shall be (i) the day on which this Agreement and the related Certificate
of Merger have been filed in accordance with the requirements of the laws of
Ohio and Delaware, respectively, (ii) such later date as may be specified in
such Certificate of Merger; provided, however, that the Effective Date shall
not be earlier than the Permissible Date, which shall be the later of (iii) May
1, 1995, or (iv) the date of expiration of the last required waiting period
following receipt of the last regulatory approval required for the transaction.
Unless the parties otherwise agree, the Effective Date shall be the closing
date as specified in Section 9 of the Supplemental Agreement.
3. NAME. The name of the Surviving Corporation shall be "Huntington
Bancshares Florida, Inc."
A-1
4. CHARTER. The Articles of Incorporation of Huntington Florida in effect at
the Effective Time shall be the articles of incorporation of the Surviving
Corporation, until amended in accordance with law.
5. DIRECTORS. The directors of the Surviving Corporation shall be Frank
Wobst, Zuheir Sofia, Gerald R. Williams, and John W. Liebersbach, to serve
until their successors are duly elected and qualified in accordance with the
Code of Regulations of the Surviving Corporation and the laws of Ohio.
6. REGULATIONS. The Code of Regulations of Huntington Florida in effect at
the Effective Time shall be the regulations of the Surviving Corporation, until
amended in accordance with law.
7. STATUTORY AGENT. The name and address of the agent upon whom any process,
notice, or demand against any Constituent Corporation or the Surviving
Corporation may be served is John W. Liebersbach, 41 South High Street,
Columbus, Ohio 43287.
8. CONVERSION OF SHARES.
(a) All shares of Huntington Florida Common that are issued and
outstanding immediately prior to the Effective Time shall continue to be issued
and outstanding shares of Huntington Florida Common at and after the Effective
Time.
(b) At the Effective Time, the shares of Security National Common issued
and outstanding immediately prior to the Effective Time (exclusive of treasury
shares, if any, which shall be cancelled, and any shares as to which statutory
dissenters' rights are properly sought) shall be converted, by virtue of the
Merger and without further action on the part of the holders thereof, into the
right to receive shares of the common stock, without par value, of Huntington
("Huntington Common"), as follows:
(i) Each outstanding share of Security National Common shall be
converted into the right to receive the number of whole shares of
Huntington Common determined according to the following formula:
NHC/SC = ((TPP + NSO) / PHC)
-------------------
NSC
where:
NHC/SC = the number of shares of Huntington Common to be received
for each share of Security National Common (the
"Conversion Ratio");
TPP = 2.10 times the Security National Equity (as that term is
defined below) (the "Total Purchase Price");
PHC = the price per share of Huntington Common determined in
accordance with subsection 8(b)(ii), (iii), or (iv)
below, as applicable (the "Price Per Share of Huntington
Common"); and
NSC = the number of shares of Security National Common issued and
outstanding at the Effective Time plus the number of
shares of Security National Common subject to stock
options outstanding at the Effective Time.
NSO = the sum of the products resulting from multiplying
the number of shares subject to each of the Security
National Stock Options outstanding at June 30, 1994, by
the respective exercise price for such Security National
Stock Option.
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(ii) For purposes of the formula set forth in subsection 8(b)(i) above
and except as otherwise provided in subsections 8(b)(iii) and (iv) below, the
Price Per Share of Huntington Common shall be the average of the closing sale
prices for a share of Huntington Common on the five trading days immediately
preceding the date that is two trading days prior to the Effective Date, as
reported on the Nasdaq National Market (the "Average Closing Sale Price");
provided, however, that if the Average Closing Sale Price is less than
$23.0063, then the Price Per Share of Huntington Common shall be $23.0063,
and if the Average Closing Sale Price is greater than $28.1188, then the
Price Per Share of Huntington Common shall be $28.1188. The minimum and
maximum Prices Per Share of Huntington Common set forth in the preceding
sentence shall be adjusted to reflect any stock splits or stock dividends on
Huntington Common occurring after the date hereof and prior to the Effective
Time by multiplying such amounts by a fraction, the numerator of which is the
total number of shares of Huntington Common outstanding immediately prior to
the effective time of the stock dividend or stock split, as the case may be,
and the denominator of which is the total number of shares of Huntington
Common outstanding immediately following the effective time of the stock
dividend or stock split, as the case may be.
(iii) If the Average Closing Sale Price is less than 75% of $25.5625
(as adjusted for stock dividends and stock splits), then Huntington may elect
to either consummate the Merger at a Price Per Share of Huntington Common
equal to 1.05 times the Average Closing Sale Price or to use its best efforts
to renegotiate the pricing terms of the Merger set forth in this subsection
8(b) with Security National mutually acceptable to the parties. If a
mutually acceptable adjustment to such pricing terms of the Merger is not
agreed to by the parties hereto by the 10th day after the determination of
the Average Closing Sale Price, this Agreement shall terminate in accordance
with Section 11.01 of the Supplemental Agreement.
(iv) If the Average Closing Sale Price is more than 125% of $25.5625
(as adjusted for stock dividends and stock splits), then Huntington may elect
to consummate the Merger at a Price Per Share of Huntington Common equal to
0.95 times the Average Closing Sale Price or to terminate the Merger in
accordance with Section 11.01 of the Supplemental Agreement.
(v) No fractional shares of Huntington Common shall be issued. Each
holder of Security National Common who would otherwise be entitled to receive
a fractional part of a share of Huntington Common shall instead be entitled
to receive cash in an amount equal to the product resulting from multiplying
such fraction by the Price Per Share of Huntington Common as determined under
subsection 8(b)(ii) above. No interest shall be payable with respect to such
cash payment.
(c) Each outstanding share of Security National Common held by a
person who has demanded and perfected a right to relief as a dissenting
shareholder under Section 262 of the Delaware General Corporation Law (the
"Dissenters' Rights Law") and who has not effectively withdrawn or lost such
right ("Dissenting Shares") shall not be converted into or represent a right to
receive shares of Huntington Common pursuant to subsection 8(b) hereof, but the
holder thereof shall be entitled only to such rights as are granted by the
Dissenters' Rights Law. Each holder of Dissenting Shares who becomes entitled
to relief as a dissenting shareholder under the Dissenters' Rights Law with
respect to such holder's shares of Security National Common shall receive
payment therefor from Huntington in accordance with the provisions of the
Dissenters' Rights Law. If any holder of Security National Common who demands
relief as a dissenting shareholder under the Dissenters' Rights Law with
respect to such holder's shares of Security National Common shall effectively
withdraw or lose (through failure to perfect or otherwise), the right to such
relief, each share of Security National Common held by such holder shall
automatically be converted into the right to receive shares of Huntington
Common pursuant to subsection 8(b) hereof.
(d) Each unexercised Security National Stock Option that is
outstanding immediately prior to the Effective Time shall be converted
automatically at the Effective Time into an option to purchase shares of
Huntington Common under the Huntington 1994 Stock Option Plan or similar
Huntington plan (a "Huntington Stock Option"), with the number of shares of
Huntington Common to be subject to a particular Huntington Stock Option to be
A-3
determined by converting the number of shares of Security National Common
subject to the Security National Stock Option into a number of Huntington
Common shares in accordance with the procedure for converting outstanding
Security National Common shares into Huntington Common shares as set forth in
subsection 8(b) hereof, except that all fractional shares will be rounded to
the nearest whole share, and with the exercise price for each share of
Huntington Common subject to a particular Huntington Stock Option to be equal
to the exercise price per Security National Common share under the Security
National Stock Option divided by the Conversion Ratio determined in accordance
with subsection 8(b)(i) above; provided, however, that, in the case of any
Security National Stock Option to which Section 421 of the Internal Revenue
Code of 1986, as amended (the "Code"), applies by reason of its qualification
under Section 422 of the Code, the terms of the Huntington Stock Option into
which such Security National Stock Option is to be converted, including the
option price, the number of shares of Huntington Common purchasable pursuant to
such option, and the terms and conditions of exercise of such option, shall be
determined so as to comply with Section 424(a) of the Code. Upon such
conversion, all rights under any and all stock options and stock option plans
previously granted or adopted by Security National shall terminate.
(e) The term "Security National Equity" shall mean the
consolidated shareholders' equity of Security National on December 31, 1994,
determined in accordance with generally accepted accounting principles applied
consistently with prior determinations of consolidated shareholders' equity as
shown on the audited balance sheets of Security National ("Audited Equity"), as
adjusted pursuant to the provisions of this Section 8(e). Notwithstanding the
above, Security National shall consult with Huntington with respect to the
level of loan loss reserves reflected in Security National's consolidated
shareholders' equity.
In determining Security National Equity, the following adjustments
to Audited Equity shall be made:
(i) Audited Equity will be decreased by the after-tax amount of
security gains and extraordinary gains realized after June 30, 1994, which in
the aggregate exceed $50,000;
(ii) Audited Equity will be decreased by the sum of the
products resulting from multiplying the number of shares subject to each of the
Security National Stock Options exercised after June 30, 1994 and prior to
January 1, 1995, by the respective exercise price for such Security National
Stock Option; and
(iii) Audited Equity will be increased by the after-tax effect of
any paid or accrued liability for investment banking fees and legal fees
recorded by Security National in connection with this Merger.
Additionally, after the Permitted Application Date (as that term
is defined in the Supplemental Agreement), Security National will not enter
into any transaction that would materially impact its net income or capital
without the prior written approval of Huntington.
As promptly as possible, Security National shall, at its expense,
cause Price Waterhouse to prepare an audited consolidated balance sheet of
Security National and its Subsidiary as of December 31, 1994, so that a
determination of Security National Equity, as provided in this Section 8(e),
can be made, and to furnish an opinion to Huntington and Huntington Florida to
the effect that such consolidated balance sheet was prepared in accordance with
generally accepted accounting principles and present fairly, in all material
respects, the consolidated financial position of Security National. Prior to
the delivery of such consolidated balance sheet and opinion to Huntington and
Huntington Florida, a substantially completed draft balance sheet and draft
opinion shall be delivered to and reviewed by Ernst & Young, and Security
National and Price Waterhouse shall make all work papers and other supporting
documents available for Ernst & Young's review prior to finalization of such
balance sheet and opinion. The parties and their accounting firms shall make a
good faith effort to resolve any differences of opinion with respect to the
calculation of Audited Equity and Security National Equity. If such good faith
effort fails to resolve any differences, such differences shall be submitted to
arbitration by a certified public accountant chosen by Price Waterhouse and
Ernst & Young and the parties shall be bound by the decision of such
arbitrator.
(f) At the Effective Time, all shares of Security National
Preferred shall be cancelled.
A-4
9. EXCHANGE OF CERTIFICATES; PAYMENT FOR FRACTIONAL SHARES.
(a) On the Effective Date, Huntington shall deliver to The
Huntington National Bank (the "Exchange Agent") the amount of cash necessary to
pay for all fractional shares of Huntington Common in accordance with
subsection 8(b)(v) hereof.
(b) As promptly as practicable after the Effective Date,
Huntington shall cause the Exchange Agent to prepare and mail to each holder of
record on the Effective Date of any shares of Security National Common a letter
of transmittal containing instructions for the surrender of all certificates
for shares of Security National Common. Upon the surrender by such holder of a
certificate or certificates for shares of Security National Common standing in
such holder's name to the Exchange Agent in accordance with the instructions
set forth in the letter of transmittal, such holder shall be entitled to
receive in exchange therefor a certificate representing the number of whole
shares of Huntington Common into which the shares represented by the
certificate or certificates so surrendered shall have been converted and, if
applicable, a check payable to such holder in the amount necessary to pay for
any fractional shares of Huntington Common which such holder would otherwise
have been entitled to receive, in accordance with subsection 8(b)(v) hereof.
No interest shall be payable with respect to either the whole shares of
Huntington Common or the cash payable in lieu of fractional shares.
Immediately after the third anniversary of the Effective Date, the Exchange
Agent shall deliver to the Surviving Corporation any unclaimed balance of cash
owing with respect to fractional shares and such cash shall be retained by, and
become the property of the Surviving Corporation, free and clear of any claims
whatsoever.
(c) Neither Huntington, the Surviving Corporation, nor the
Exchange Agent, shall be obligated to deliver a certificate for Huntington
Common or a check for cash in lieu of fractional shares to a former shareholder
of Security National until such former shareholder surrenders the certificate
or certificates representing shares of Security National Common standing in
such former shareholder's name or, if such former shareholder is unable to
locate such certificate or certificates, an appropriate affidavit of loss and
indemnity agreement and bond as may be required by Huntington. Until so
surrendered, each outstanding certificate for shares of Security National
Common shall be deemed for all corporate purposes (except the payment of
dividends) to evidence ownership of the number of whole shares of Huntington
Common into which the shares of Security National Common represented thereby
shall have been converted.
(d) After the Effective Date and until the outstanding
certificates formerly representing shares of Security National Common are so
surrendered, no dividends or distributions payable to holders of record of
Huntington Common shall be paid to the holders of such outstanding Security
National certificates in respect thereof. Promptly upon surrender of such
outstanding certificates there shall be paid to the holders of the certificates
for Huntington Common issued in exchange therefor the amount of dividends and
other distributions, if any, which theretofore became payable with respect to
such full shares of Huntington Common, but which have not theretofore been paid
on such stock. No interest shall be payable with respect to the payment of any
dividends or other distributions. All such dividends or other distributions
unclaimed at the end of one year from the Effective Date shall, to the extent
such dividends have been previously paid to the Exchange Agent, be repaid by
the Exchange Agent to Huntington, and thereafter the holders of such
outstanding certificates for Security National Common shall look, subject to
applicable escheat, unclaimed funds, and other laws, only to Huntington as
general creditors for payment thereof.
(e) The stock transfer books of Security National shall be closed
as of the close of business on the day that is two business days prior to the
Effective Date.
(f) Huntington is empowered to adopt additional reasonable rules
and regulations with respect to the matters referred to in this Section 9 not
inconsistent with the provisions of this Agreement.
(g) Adoption of this Agreement by the shareholders of Security
National shall constitute ratification of the appointment of the Exchange
Agent.
A-5
10. EFFECT OF THE MERGER.
(a) At the Effective Time, the effect of the Merger shall be as
provided by the applicable provisions of the laws of Ohio. Without limiting
the generality of the foregoing, and subject thereto, at the Effective Time,
the separate existence of Security National shall cease; all assets and
property (real, personal, and mixed, tangible and intangible, choses in action,
rights, and credits) then owned by each Constituent Corporation, or which would
inure to either of them, shall immediately, by operation of law and without any
conveyance, transfer, or further action, become the assets and property of the
Surviving Corporation. All rights and obligations of the Constituent
Corporations shall remain unimpaired and the Surviving Corporation shall
succeed to all such rights and obligations.
(b) From time to time, as and when requested by the Surviving
Corporation or by its successors, the officers and directors of Security
National in office at the Effective Time shall execute and deliver such
instruments and shall take or cause to be taken such further or other action as
shall be necessary in order to vest or perfect in the Surviving Corporation, or
to confirm of record or otherwise, title to, and possession of, all the assets,
property, interests, rights, privileges, immunities, powers, franchises, and
authority of Security National and otherwise to carry out the purposes of this
Agreement.
11. OFFICES. The principal executive offices of the Surviving
Corporation shall be located at Huntington Center, 41 South High Street,
Columbus, Franklin County, Ohio 43287.
12. SHAREHOLDER APPROVAL. This Agreement shall be submitted to the
shareholders of Security National for adoption as soon as reasonably
practicable following the execution of this Agreement.
13. ADDITIONAL AGREEMENTS.
(a) Subject to the terms and conditions provided in this
Agreement, the parties hereto shall use their reasonable best efforts to take,
or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective, as soon as reasonably practicable, the
transactions contemplated by this Agreement, subject, however, to the adoption
of this Agreement by the shareholders of Security National, the receipt of all
required regulatory approvals, and the occurrence of the Permissible Date.
(b) Security National shall issue a warrant or warrants to
Huntington, pursuant to the terms of a certain Warrant Purchase Agreement
entered into or to be entered into between Huntington and Security National in
accordance with the terms of the Supplemental Agreement, granting to Huntington
or its nominee the right to purchase certain shares of Security National Common
under certain conditions.
14. AMENDMENT. At any time prior to the Effective Time, the parties
hereto may amend, modify, or supplement this Agreement by mutual agreement
authorized by their respective boards of directors, whether before or after the
shareholders of Security National have adopted this Agreement, provided that
the number of shares of Huntington Common into which shares of Security
National Common are to be converted as determined in Section 8 hereof shall not
be changed after the shareholders of Security National have adopted this
Agreement without the approval of such shareholders in the same manner as
required for the adoption of this Agreement; and provided, further, that this
Agreement may not be amended, modified, or supplemented, except by an
instrument in writing executed and delivered by each of the parties hereto.
15. TERMINATION. Unless extended by the mutual agreement of the
parties hereto, this Agreement may be terminated, notwithstanding the adoption
thereof by the shareholders of Security National, in the manner and under the
circumstances set forth in the Supplemental Agreement.
16. ENTIRE AGREEMENT. This Agreement, the Supplemental Agreement, and
any exhibits hereto or thereto constitute the entire agreement among the
parties with respect to the subject matter thereof and supersede all prior
agreements and understandings, oral or written, among the parties with respect
to such subject matter and no party
A-6
shall be liable or bound to the others in any manner by any covenants,
representations, or warranties except as specifically set forth herein or
therein.
17. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
18. ASSIGNMENT. Neither this Agreement nor any rights, interests, or
obligations hereunder shall be assigned or transferred by operation of law or
otherwise by any of the parties hereto without the prior written consent of the
other parties.
19. BENEFIT. Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the parties hereto and
their successors in interest any rights or remedies under or by reason of this
Agreement.
20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, but
such counterparts taken together shall constitute one and the same instrument.
21. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio without regard to its conflict of
laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HUNTINGTON BANCSHARES FLORIDA, INC.
By: /s/ Zuheir Sofia
------------------------------
Zuheir Sofia, President
SECURITY NATIONAL CORPORATION
By: /s/ Michael W. Sheffey
---------------------------------
Michael W. Sheffey, President
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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment") is
made as of January 26, 1995, between HUNTINGTON BANCSHARES FLORIDA, INC., an
Ohio corporation that will become a registered bank holding company
("Huntington Florida"), and SECURITY NATIONAL CORPORATION, a Delaware
corporation that is a registered bank holding company ("Security National").
RECITALS
A. Huntington Florida and Security National entered into an
Agreement and Plan of Merger, dated as of July 12, 1994 (the "Merger
Agreement"), which provides for the merger of Security National into Huntington
Florida (the "Merger") and the exchange of all issued and outstanding shares of
common stock, $1.00 par value, of Security National ("Security National
Common") into shares of common stock, without par value, of Huntington
Bancshares Incorporated ("Huntington Common"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement.
B. The parties hereto desire to amend the conversion provisions
set forth in Section 8(b)(i) of the Merger Agreement on the terms and
conditions set forth in this Amendment.
AGREEMENT
In consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
1. AMENDMENT TO CONVERSION OF SHARES. Section 8(b)(i) of the
Merger Agreement shall be amended to read in its entirety as follows:
(i) Each outstanding share of Security National Common
shall be converted into the right to receive the number of whole shares
of Huntington Common determined according to the following formula:
NHC/SC = ((TPP + NSO) / PHC)
-------------------
NSC
where:
NHC/SC = the number of shares of Huntington Common to be
received for each share of Security National Common
(the "Conversion Ratio");
TPP = 2.10 times the Security National Equity (as that
term is defined below) (the "Total Purchase Price");
PHC = the price per share of Huntington Common determined
in accordance with subsection 8(b)(ii), (iii), or
(iv) below, as applicable (the "Price Per Share of
Huntington Common");
NSC = the number of shares of Security National Common
issued and outstanding at the Effective Time plus
the number of shares of Security National Common
subject to stock options outstanding at the
Effective Time; and
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NSO = the sum of the products resulting from multiplying
the number of shares subject to each Security
National Stock Option outstanding at the Effective
Time, by the exercise price for such Security
National Stock Option, plus the sum of the products
resulting from multiplying the number of shares
subject to each Security National Stock Option
exercised between June 30, 1994, and the Effective
Time, by the exercise price for such Security
National Stock Option.
2. RATIFICATION. Except as otherwise amended hereby, the Merger
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
HUNTINGTON BANCSHARES FLORIDA, INC.
By: /s/ Zuheir Sofia
-----------------------------------
Zuheir Sofia, President
SECURITY NATIONAL CORPORATION
By: /s/ Michael W. Sheffey
-----------------------------------
Michael W. Sheffey, President
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EXHIBIT B
SUPPLEMENTAL AGREEMENT
AMONG
HUNTINGTON BANCSHARES INCORPORATED,
HUNTINGTON BANCSHARES FLORIDA, INC.
AND
SECURITY NATIONAL CORPORATION
TO AGREEMENT AND PLAN OF MERGER
BETWEEN
HUNTINGTON BANCSHARES FLORIDA, INC.
AND
SECURITY NATIONAL CORPORATION
DATED AS OF
JULY 12, 1994
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SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT (this "Agreement") is made as of July 12,
1994, among HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation
("Huntington"), HUNTINGTON BANCSHARES FLORIDA, INC., an Ohio corporation
("Huntington Florida"), and SECURITY NATIONAL CORPORATION, a Delaware
corporation ("Security National").
RECITALS
A. Huntington is a registered bank holding company under the Bank
Holding Company Act of 1956, as amended (the "BHCA"). Huntington Florida will
become a registered bank holding company under the BHCA. Huntington Florida is
a wholly owned subsidiary of Huntington.
B. Security National is a registered bank holding company under
the BHCA. Security National Bank is a national banking association and a
wholly owned subsidiary of Security National ("Security National Bank").
C. Concurrently with the execution and delivery of this
Agreement, Security National and Huntington Florida are entering into an
Agreement and Plan of Merger (the "Merger Agreement"), which provides for the
merger of Security National into Huntington Florida in accordance with the
terms and conditions contained in the Merger Agreement and in this Agreement
(the "Merger").
D. The parties hereto desire to enter into this Agreement for the
purpose of setting forth certain representations, warranties, and covenants
made by each party as an inducement to the other parties to execute and deliver
the Merger Agreement and to consummate the Merger and to set forth certain
additional terms and conditions applicable to the Merger.
AGREEMENT
In consideration of the foregoing and of the mutual promises contained
herein, the parties agree as follows:
SECTION 1. DEFINITIONS
1.01 DEFINITIONS CONTAINED ELSEWHERE IN THIS AGREEMENT. For the
purposes of this Agreement, the following terms shall have the meanings
assigned to them in the preamble and Recitals of this Agreement:
(a) this "Agreement";
(b) the "BHCA";
(c) "Security National";
(d) "Security National Bank";
(e) "Huntington";
(f) "Huntington Florida";
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(g) the "Merger"; and
(h) the "Merger Agreement".
1.02 DEFINITIONS CONTAINED IN THE MERGER AGREEMENT. For the
purposes of this Agreement, the following terms shall have the meanings
assigned to them in the Merger Agreement:
(a) the "Code";
(b) the "Dissenters' Rights Law";
(c) the "Effective Date";
(d) the "Effective Time";
(e) the "Exchange Agent";
(f) "Huntington Common";
(g) the "Huntington Stock Option Plan";
(h) the "Huntington Stock Options" or a "Huntington Stock
Option";
(i) the "Permissible Date";
(j) "Security National Common";
(k) "Security National Preferred";
(l) the "Security National Stock Option Plan"; and
(m) the "Security National Stock Options" or a "Security
National Stock Option".
1.03 OTHER DEFINITIONS. For the purposes of this Agreement,
certain other terms shall be defined as follows:
(a) the "Accord" means the Legal Opinion Accord of the
American Bar Association Section of Business Law (1991);
(b) an "Acquisition Proposal" means an inquiry received from,
or an offer or proposal made by or on behalf of, any other corporation, firm,
association, person, or other entity relating to (i) the possible sale or other
disposition of more than 25 percent of the shares of the capital stock or any
other class of voting securities of Security National or Security National
Bank, including, but not limited to, an exchange or tender offer therefor, (ii)
the possible sale or other disposition of a majority of the assets of Security
National or Security National Bank, (iii) a merger or consolidation involving
Security National Bank, other than a transaction in which Security National
will be the owner of all of the stock of the surviving corporation following
the transaction, or (iv) a merger or consolidation involving Security National,
other than a transaction in which Security National will be the surviving
corporation and the current shareholders of Security National will be the
owners of a majority of the stock of the surviving corporation following the
transaction;
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(c) an "Affiliate" of a party means a director, officer,
employee, agent, or adviser of such party;
(d) the "Audited Financial Statements" mean the consolidated
financial statements of Security National and Security National Bank,
consisting of balance sheets as of December 31, 1994 and 1993, and statements
of income, cash flows, and changes in stockholders' equity for the fiscal years
ended or ending December 31, 1994, 1993, and 1992, with the report thereon of
Price Waterhouse;
(e) "BIF" means the Bank Insurance Fund of the FDIC;
(f) "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended;
(g) "CRA" means the Community Reinvestment Act of 1977, as
amended;
(h) "Confidential Information" of or relating to a party means
any and all information received from or on behalf of such party or their
Affiliates concerning the Merger, the terms of this Agreement or the Merger
Agreement, or the assets, business, operations, or financial condition of such
party or their Affiliates, unless and to the extent that any such information
is in the public domain;
(i) the "Disclosure Memorandum" means a certain Disclosure
Memorandum which will be delivered by Security National to Huntington on or
before July 30, 1994, as the same may subsequently be amended prior to the
Effective Date;
(j) "Employee Benefit Plans" means any and all "employee
benefit plans," as defined in ERISA;
(k) "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended;
(l) "Environmental Law" means CERCLA, the Resource
Conservation and Recovery Act, the Hazardous Materials Transportation Act, the
Toxic Substances Control Act, the Federal Water Pollution Control Act, the
Clean Water Act, the Clean Air Act, regulations promulgated thereunder, and any
other federal, state, county, municipal, local, foreign, provincial, or other
statute, law, ordinance, or regulation which may relate to or deal with human
health or the environment, all as may be amended from time to time;
(m) "FDIC" means the Federal Deposit Insurance Corporation;
(n) the "Federal Reserve Board" means the Board of Governors
of the Federal Reserve System, or its delegate;
(o) "Hazardous Substances" means (i) any "hazardous substance"
as defined in Section 101(14) of CERCLA or regulations promulgated thereunder;
(ii) any "solid waste," "hazardous waste," or "infectious waste," as such terms
are defined in any other Environmental Law; (iii) asbestos, urea-formaldehyde,
polychlorinated biphenyls (PCBs), nuclear fuel or material, chemical waste,
radioactive material, explosives, known carcinogens, petroleum products and
by-products, and other dangerous, toxic, or hazardous pollutants, contaminants,
chemicals, materials, or substances listed or identified in, or regulated by,
any Environmental Law; and (iv) any other substances or materials which are
classified or considered to be hazardous or toxic under any Environmental Law;
(p) the "Interim Financial Statements" mean the unaudited
consolidated financial statements of Security National and Security National
Bank consisting of balance sheets as of March 31, 1995 and 1994, June 30, 1994
and 1993, and September 30, 1994 and 1993, and statements of income, cash
flows, and changes in stockholders' equity for the three-month, six-month, and
nine-month periods ended or ending on March 31, 1995 and 1994, June 30, 1994
and 1993, and September 30, 1994 and 1993, respectively, and the separate
unaudited financial statements of Security National Bank for March 31, 1995 and
1994, June 30, 1994 and 1993, and September 30, 1994 and 1993, in accordance
with generally accepted accounting principles applied on a consistent basis;
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(q) the "1934 Act" means the Securities Exchange Act of 1934,
as amended;
(r) the "1933 Act" means the Securities Act of 1933, as
amended;
(s) the "OCC" means the Office of the Comptroller of the
Currency;
(t) the "Permitted Application Date" means January 1, 1995;
(u) a "Principal Shareholder" of a party means a person who
owns five percent or more of the outstanding shares of any class of the capital
stock of such party;
(v) the "Real Property" means any and all real property owned
or leased by Security National or Security National Bank as of the date of this
Agreement or acquired at any time after the date of this Agreement and prior to
the Effective Time, together with any and all improvements thereon;
(w) the "Registration Statement" means the registration
statement on the appropriate form filed or to be filed by Huntington with the
SEC under the provisions of the 1933 Act for the purpose of registering the
shares of Huntington Common to be issued by Huntington in the Merger pursuant
to the terms of the Merger Agreement, including, but not limited to, the
prospectus and proxy statement to be included therein as a part thereof;
(x) the "SEC" means the Securities and Exchange Commission;
(y) an "Unsolicited Acquisition Proposal" means a written
Acquisition Proposal that is received by Security National or Security National
Bank or made public by or on behalf of the proponent of such Acquisition
Proposal without any solicitation of such proposal by any director, officer,
Principal Shareholder, employee, agent, or other person acting on behalf of
Security National; and
(z) the "Warrant" means the warrant to purchase certain shares
of Security National Common issued or to be issued by Security National to
Huntington pursuant to Section 8.13 of this Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SECURITY NATIONAL
Security National represents and warrants to Huntington and Huntington
Florida that, except as set forth in the Disclosure Memorandum:
2.01 ORGANIZATION AND AUTHORITY. Security National is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, is duly qualified to do business and is in good
standing in all jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified, and has the corporate
power and authority to own its properties and assets, to carry on its business
as it is presently being conducted, and, subject to the approval of its
shareholders, to enter into and carry out its obligations under this Agreement
and under the Merger Agreement.
2.02 CAPITALIZATION. The authorized capital stock of Security
National consists of: (a) 5,000,000 shares of Security National Common, of
which 1,509,848 shares were issued and outstanding as of the date of this
Agreement, exclusive of treasury shares; and (b) 500,000 shares of Security
National Preferred, none of which are issued and outstanding. All of the
outstanding shares of Security National Common are duly and validly authorized,
issued, and outstanding and are fully paid and nonassessable. There are no
existing options, warrants, or commitments of any kind which might require the
issuance by Security National of any additional shares of Security National
Common, Security National Preferred, or other equity securities of Security
National except the Security National Stock Options and the Warrant. The
Disclosure Memorandum will include a true and correct copy of the Security
National Stock Option Plan and a list of all option holders under such plan,
the number of shares subject to options
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held by each, the exercise price or prices of such options, and the dates each
option was granted, becomes exercisable, and terminates.
2.03 SUBSIDIARIES. The Disclosure Memorandum will list all
corporations in which Security National owns, directly or indirectly, five
percent or more of any class of capital stock as of the date of this Agreement,
and indicates, with respect to the equity securities of each such corporation
as of such date, the number of shares of each class authorized, the number of
shares outstanding, and the number of shares owned or controlled directly or
indirectly by Security National. Security National owns all of the capital
stock of Security National Bank. Other than Security National Bank, Security
National does not own, directly or indirectly, more than 50 percent of the
capital stock of any other corporation. There are no options, contracts,
commitments, understandings, or arrangements by which Security National Bank is
bound to issue additional shares of its equity securities. All of the shares
of the capital stock of Security National Bank held by Security National are
duly and validly authorized, issued, and outstanding, fully paid and
nonassessable, and owned by Security National free and clear of any claim,
lien, encumbrance, or agreement with respect thereto. Security National Bank
is a national banking association duly organized, validly existing, and in good
standing under the laws of the United States, is duly qualified to do business
and is in good standing in all jurisdictions where its ownership or leasing of
property or the conduct of its business requires it to be so qualified, and has
the corporate power and authority, as well as any and all necessary
governmental authorizations to own its properties and assets and to carry on
its business as it is presently being conducted. Security National Bank's
deposits are insured by the BIF.
2.04 DIRECTORS, OFFICERS, AND PRINCIPAL SHAREHOLDERS. The
Disclosure Memorandum will contain a true and complete list of all directors,
executive officers, and Principal Shareholders of Security National and
Security National Bank.
2.05 AUTHORIZATION. The execution, delivery, and performance of
this Agreement and the Merger Agreement by Security National, and the
consummation of the transactions contemplated hereby and thereby have been duly
approved by the Board of Directors of Security National, subject to the
adoption of the Merger Agreement and this Agreement by the shareholders of
Security National.
2.06 ABSENCE OF DEFAULTS. Neither the execution and delivery of
this Agreement or the Merger Agreement, nor the consummation of the Merger, nor
compliance by Security National with any provisions hereof or thereof will
conflict with or result in a breach of any provisions of the articles or
certificate of incorporation, regulations, bylaws, or other charter documents
of Security National or Security National Bank or result in a material breach
or termination of, or accelerate the performance required by, any note, bond,
mortgage, lease, agreement, or other instrument to which Security National or
Security National Bank is a party or by which Security National or Security
National Bank may be bound.
2.07 FINANCIAL STATEMENTS. Security National has delivered the
Audited Financial Statements to Huntington and either has delivered the Interim
Financial Statements to Huntington or will deliver them to Huntington as soon
as they are available. The Audited Financial Statements present, and the
Interim Financial Statements present and will present, fairly and accurately,
the financial position and results of operations of Security National and
Security National Bank on a consolidated basis and those of Security National
Bank separately at the dates shown and for the periods indicated in accordance
with generally accepted accounting principles applied on a consistent basis.
There are no obligations or liabilities, whether absolute, accrued, or
contingent (including, without limiting the generality of the foregoing,
liabilities for taxes), of Security National or Security National Bank which
are required in accordance with generally accepted accounting principles to be
reflected or disclosed in the Audited Financial Statements or the Interim
Financial Statements which have not been or will not be so reflected or
disclosed.
2.08 TITLE TO PROPERTIES.
(a) The Disclosure Memorandum will set forth a complete and
correct list of all of the Real Property. Security National and Security
National Bank have good and marketable title to all of the Real Property listed
as owned by them in the Disclosure Memorandum and valid leasehold interests in
all of the Real Property listed
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as leased by them in the Disclosure Memorandum, free and clear of any liens and
encumbrances except taxes and assessments not delinquent and utility and other
easements that do not interfere with the use of the property for the business
being conducted thereon. The Real Property and the present use thereof by
Security National or Security National Bank do not violate any local zoning or
similar land use laws, any governmental regulations, or any restrictive
covenants. To the knowledge of Security National or Security National Bank,
after reasonable investigation, (i) the Real Property and the use thereof by
Security National or Security National Bank do not encroach upon any property
owned by any other person, and (ii) no property owned by any other person
encroaches upon any of the Real Property.
(b) Concurrently with its delivery of the Disclosure
Memorandum, Security National will deliver to Huntington complete and correct
copies of all deeds and leases relating to the Real Property listed in the
Disclosure Memorandum.
(c) Each item of the personal property owned by Security
National or Security National Bank, including without limitation all
contractual rights and assets reflected in the Audited Financial Statements or
acquired after December 31, 1993 (except for assets sold or otherwise disposed
of in the ordinary course of business since such date or assets which, either
individually or in the aggregate, are not material to the operations or
financial condition of Security National or Security National Bank), is owned
by Security National or Security National Bank, free and clear of any lien or
encumbrance.
2.09 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against on the Audited Financial Statements, neither
Security National nor Security National Bank has any liabilities, whether
absolute, accrued, contingent, or otherwise, due or to become due, including
without limitation any liabilities as guarantor under any guaranty or
liabilities for taxes, except liabilities and taxes incurred in the ordinary
course of business, which have had or will have a material adverse effect on
the business, financial condition, or results of operations of Security
National or Security National Bank.
2.10 ABSENCE OF CERTAIN CHANGES. Since December 31, 1993, neither
Security National nor Security National Bank has:
(a) made or permitted to be made any changes in its capital or
corporate structure, certificate or articles of incorporation, regulations,
bylaws, or other charter documents;
(b) merged with any other corporation or bank, or permitted
any other corporation or bank to merge into or consolidate with either of them;
acquired control over any other firm, bank, corporation, or organization; or
created any subsidiaries;
(c) issued, sold, delivered, or agreed to issue, sell, or
deliver any additional shares of its capital stock or any options, warrants, or
rights to acquire any such capital stock, or securities convertible into or
exchangeable for such capital stock, except for the Warrant and except for
capital stock issued pursuant to the exercise of stock options previously
issued, in accordance with their respective terms;
(d) purchased, sold, transferred, or otherwise acquired or
disposed of, or agreed to purchase, sell, transfer, acquire, or dispose of, any
capital stock or other securities of any kind, or options or other rights to
acquire any such securities, of any other entity (including, but not limited
to, any such transactions involving either of Security National or Security
National Bank with respect to the capital stock or other securities of the
other of them), other than in the ordinary course of business;
(e) incurred any indebtedness, obligations, or liabilities,
whether absolute, accrued, contingent, or otherwise, including, without
limitation, liabilities as guarantor under any guaranty, other than
indebtedness, obligations, and liabilities incurred in the ordinary course of
its business or incurred under the contracts and commitments referred to in
Section 2.18 hereof;
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(f) issued as borrower any promissory notes, guarantees, or
other evidences of indebtedness, other than in the ordinary course of business;
(g) forgiven or cancelled any indebtedness or contractual
obligation, other than in the ordinary course of business;
(h) mortgaged, pledged, or subjected to any lien or lease any
of its assets, tangible or intangible, or permitted or suffered any such asset
to be subjected to any lien or lease, other than in the ordinary course of
business;
(i) purchased, sold, transferred, liquidated, or otherwise
acquired or disposed of any assets or properties, or entered into any contract
for any such purchase, sale, transfer, liquidation, acquisition, or
disposition, other than in the ordinary course of business;
(j) entered into any lease of real or personal property other
than in the ordinary course of business;
(k) declared, paid, made, or set apart any sum or property
for, any dividend or other distribution, or otherwise paid or transferred any
funds or property to its shareholders, except for the cash dividend paid by
Security National to its shareholders of $.50 per share declared in January
1994;
(l) increased the wages, salaries, compensation, pension or
other fringe benefits, or perquisites payable to any executive officer by more
than eight percent of the amount thereof in effect as of December 31, 1993, or
granted any severance or termination pay, or entered into any contract to make
or grant any severance or termination pay, or entered into any employment or
consulting contract which is not terminable by Security National or Security
National Bank, without cause and without penalty or severance obligation, upon
notice of 30 days or less;
(m) made any loans or loan commitments, other than in the
ordinary course of business, to any director, officer, or Principal Shareholder
(or any person or business entity controlled by or affiliated with such
director, officer, or Principal Shareholder);
(n) modified, altered, amended, terminated, or withdrawn from
participation in any Employee Benefit Plan or any other plan or benefit
provided to one or more employees, or paid or distributed any sum from any such
plan except to participants in the ordinary course of the operation of the
plan, or made any payment or contribution to any such plan except as required
by the terms of such plan or consistent with past practices, but, in any event,
not to exceed eight percent of eligible salaries, in the aggregate, on an
annual basis;
(o) entered into any transaction involving the expenditure of
more than $50,000, other than in the ordinary course of business, except
pursuant to and in accordance with the terms of the contracts and commitments
referred to in Section 2.18 hereof;
(p) adopted any change in any accounting policy or method;
(q) revalued any asset or adjusted any reserve other than in
the ordinary course of business;
(r) failed to keep in full force and effect insurance and
bonds at least equal in amount and scope of coverage to the insurance and bonds
carried on December 31, 1993;
(s) suffered any material adverse change in its business,
financial condition, income, assets, or liabilities;
(t) suffered any damage, destruction, or loss (whether or not
covered by insurance) which has had a material adverse effect, in any case or
in the aggregate, on its business, financial condition, operations, projects,
properties, or assets;
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(u) suffered any strike, work stoppage, slow-down, or other
labor disturbance; or
(v) suffered any loss of employees or customers which has had
a material adverse effect on its business, operations, or prospects.
2.11 TAXES. Security National and Security National Bank have
filed or caused to be filed all federal and other tax returns which are
required to be filed and have paid or made provision for payment of all taxes
shown as due on such returns. No deficiencies for any tax, assessment, or
governmental charge have been proposed, asserted, or assessed against Security
National or Security National Bank that have not been settled and paid. The
federal income tax returns of Security National or Security National Bank have
not been examined by the Internal Revenue Service for any of the eight years
preceding the date of this Agreement.
2.12 LABOR MATTERS. Neither Security National nor Security
National Bank is a party to any collective bargaining or other union agreement
with any of its employees, or is involved in any labor dispute.
2.13 LITIGATION. There is no action, suit, proceeding, or claim by
any governmental agency or other person or entity nor any investigation by any
governmental agency pending or, to the knowledge of Security National or
Security National Bank, threatened against (i) Security National or Security
National Bank, (ii) the assets, business, or goodwill of Security National or
Security National Bank, or (iii) any director, officer, or Principal
Shareholder of Security National or Security National Bank, in relation to the
business of Security National or Security National Bank or any such person's
capacity as a director, officer, or Principal Shareholder of Security National
or Security National Bank. Security National knows of no basis or grounds for
any such action, suit, proceeding, claim, or investigation. Neither Security
National nor Security National Bank are subject to any supervisory agreement,
consent order or decree, cease and desist order, or other restriction on the
business or assets of Security National or Security National Bank.
2.14 ENVIRONMENTAL MATTERS.
(a) Security National and Security National Bank are and have
been at all times in substantial compliance with all applicable Environmental
Laws and neither Security National nor Security National Bank has engaged in
any activity resulting in a material violation of any applicable Environmental
Law. No investigations, inquiries, orders, hearings, actions, or other
proceedings by or before any court or governmental agency are pending or, to
the knowledge of Security National or Security National Bank, threatened in
connection with any alleged violation of any applicable Environmental Law (i)
by Security National or Security National Bank or (ii) in relation to any part
of the Real Property. No claims have been made or, to the knowledge of
Security National or Security National Bank, threatened at any time by any
third party against Security National or Security National Bank relating to
damage, contribution, cost recovery, compensation, loss, or injury resulting
from any Hazardous Substance. Neither Security National nor Security National
Bank has caused or permitted any Hazardous Substance to be integrated into the
Real Property or any component thereof in such manner or quantity as may
reasonably be expected to or in fact would pose a threat to human health or the
value of the Real Property. None of the Real Property has been used by
Security National or Security National Bank for the storage or disposal of
Hazardous Substances nor is any of the Real Property contaminated by any
Hazardous Substance. None of the Real Property has in the past contained or
presently contains any underground storage tanks. Neither Security National
nor Security National Bank has any interest, direct or indirect, in any
property owned by a third party which has been contaminated by Hazardous
Substances (excluding any property as to which the sole interest of Security
National or Security National Bank is that of a lien holder or mortgagee, but
including any property as to which title has been taken by Security National or
Security National Bank pursuant to mortgage foreclosure or similar proceeding
and any property as to which Security National or Security National Bank has
participated in the financial management to a degree sufficient to influence
the property's treatment of Hazardous Substances).
(b) To the knowledge of Security National and Security
National Bank, the representations set forth in paragraph (a) above are also
true and correct in relation to any and all real property owned or leased by
either of them at any time prior to the date of this Agreement, together with
any improvements located thereon.
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2.15 COMMUNITY REINVESTMENT ACT COMPLIANCE. Security National and
Security National Bank are in compliance with the applicable provisions of the
CRA and the regulations promulgated thereunder, and Security National Bank has
received a CRA rating of satisfactory or better from the OCC. Security
National knows of no fact or circumstance or set of facts or circumstances
which would cause Security National or Security National Bank to fail to comply
with such provisions or to cause the CRA rating of Security National Bank to
fall below satisfactory.
2.16 COMPLIANCE WITH LAWS. Security National and Security National
Bank hold all permits, licenses, certificates of authority, orders, and
approvals of, and have made all filings, applications, and registrations with,
all governmental or regulatory bodies that are required in order to permit them
to carry on their respective businesses as they are presently conducted.
Security National and Security National Bank have conducted their businesses so
as to comply in all material respects with all applicable statutes,
regulations, rules, and orders.
2.17 INFORMATION PROVIDED BY SECURITY NATIONAL. None of the
information supplied or to be supplied by Security National for inclusion in
the Registration Statement, the application for approval, or any other document
to be filed with the Federal Reserve Board, the OCC, the SEC, the State of
Florida, or any other federal or state regulatory authority in connection with
the transactions contemplated herein or in the Merger Agreement is or will be
false or misleading with respect to any material fact, or omits or will omit
any material fact necessary in order to make the statements therein not
misleading.
2.18 MATERIAL CONTRACTS.
(a) The Disclosure Memorandum will contain a complete and
correct list of all written or oral agreements, leases, and other obligations
and commitments of the following types, to which either Security National or
Security National Bank is a party, by which either Security National or
Security National Bank or any of their property is bound, or which has been
authorized by Security National or Security National Bank:
(i) promissory notes, guaranties, mortgages, security agreements,
or other evidences of indebtedness of Security National or Security National
Bank;
(ii) partnership or joint venture agreements;
(iii) employment, bonus, compensation, severance, or consulting
agreements;
(iv) collective bargaining agreements;
(v) Employee Benefit Plans and any other plans, benefits, programs
of benefits, or deferred compensation arrangements for the benefit of
directors, employees, or former or retired employees;
(vi) agreements or commitments for sale (otherwise than in the
ordinary course of business) of assets exceeding $50,000 in the aggregate;
(vii) agreements or commitments for capital expenditures in excess
of $50,000 in the aggregate;
(viii) agreements or other documents creating liens or security
interests relating to any real or personal property owned, rented, or leased by
Security National or Security National Bank and used in connection with the
business of such entity;
(ix) leases of, commitments to lease, and other agreements relating
to the lease or rental of, real or personal property by Security National or
Security National Bank and used in connection with the business of such entity;
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(x) all policies of insurance and fidelity bonds of Security
National or Security National Bank;
(xi) all direct or indirect loans or guaranties of loans to any
director, officer, or Principal Shareholder of Security National or any
director or officer above the rank of Vice President of Security National Bank
or their spouses or children or any partnership, corporation, or other entity
in which any such director, officer, or Principal Shareholder or their spouses
or children, have a significant (ten percent or more) interest; and
(xii) all other contracts and commitments not made in the ordinary
course of business.
(b) Concurrently with its delivery of the Disclosure
Memorandum, Security National will deliver to Huntington complete and correct
copies of all written agreements, leases and commitments, together with all
amendments thereto, listed in the Disclosure Memorandum and a complete and
correct written description of all oral agreements listed in the Disclosure
Memorandum.
(c) As of and through the date of this Agreement: (i) each
agreement, lease, and commitment of Security National or Security National Bank
is valid and subsisting and in full force and effect in all material respects;
(ii) Security National and Security National Bank have in all material respects
performed all obligations required to be performed by them to date under such
agreements, leases, and commitments; and (iii) no event or condition exists
which constitutes or, after notice or lapse of time, would constitute, a
material default on the part of Security National or Security National Bank
under any agreement, lease, or commitment.
2.19 EMPLOYEE BENEFIT PLANS.
(a) As of the date hereof:
(i) all Employee Benefit Plans maintained by Security
National or Security National Bank comply in all material respects with the
requirements of ERISA and the Code and all such Employee Benefit Plans have
been administered to date in compliance with the requirements of ERISA, the
Code and any other legislation regulating employee benefit plans;
(ii) each Employee Benefit Plan that is an employee
pension benefit plan (as defined in Section 3(2) of ERISA) that is intended to
be a qualified plan under Section 401(a) of the Code has been amended to comply
in all material respects with the current law and Security National has
obtained favorable determination letters with respect to all such plans or the
remedial amendment period for such amendment under Section 401(b) of the Code
has not expired;.
(iii) all reporting and disclosure requirements of ERISA
and the Code have been met in all respect by all such Plans;
(iv) neither Security National nor Security National
Bank has any liability on account of any accumulated funding deficiency (as
defined in Section 412 of the Code) or on account of any failure to make
contributions to or pay benefits under any such plan nor is Security National
aware of any claim pending or threatened to be brought by any party regarding
such matters;
(v) no prohibited transaction has occurred with respect
to any of the Employee Benefit Plans that would result, directly or indirectly,
in the imposition of any excise tax under ERISA or the Code;
(vi) no reportable event under ERISA has occurred with
respect to any of the Employee Benefit Plans;
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(vii) neither Security National nor Security National
Bank is a defendant in any lawsuit or criminal action concerning such entity's
conduct as a fiduciary, party-in-interest, or disqualified person with respect
to any plans;
(viii) neither Security National nor Security
National Bank is engaged in litigation or a continuing controversy with or, to
the knowledge of Security National or Security National Bank, under
investigation or examination by, the Department of Labor, Internal Revenue
Service, Justice Department, or Pension Benefit Guaranty Corporation involving
compliance with ERISA or the provisions of the Code relating to Employee
Benefit Plans; and
(ix) neither Security National nor Security National
Bank is required to contribute to an Employee Benefit Plan that is a
"multiemployer plan" within the meaning of Section 3(37) of ERISA.
(b) The Disclosure Memorandum lists all Employee Benefit Plans
and any and all other benefit plans or programs currently in effect for
employees, former employees, and retired employees of Security National or
Security National Bank including, without limitation, those providing any form
of medical, health, and dental insurance, severance pay and benefits
continuation, relocation assistance, vacation pay, tuition aid, and matching
gifts for charitable contributions to educational or cultural institutions,
whether or not subject to ERISA. The Disclosure Memorandum includes complete
and correct copies of all such plans or programs, including each trust or other
agreement under which any trustee or custodian holds funds or property of the
plans, all current financial and actuarial reports, all current reporting and
disclosure documents and filings, and currently effective Internal Revenue
Service rulings or determination letters in respect thereof.
(c) If any Employee Benefit Plans listed in the Disclosure
Memorandum has not been amended to comply with the Tax Reform Act of 1986,
Security National agrees to amend and restate such Plans to comply with the Tax
Reform Act of 1986 prior to the earlier of (i) the last day of the Employee
Benefit Plan's plan year beginning in 1994 or (ii) the Effective Date, and to
deliver such information and documentation as Huntington shall request to
demonstrate such Plans' compliance with ERISA and the Code in operation during
the remedial amendment period.
2.20 INSURANCE POLICIES. The Disclosure Memorandum will contain a
complete and correct list of the insurance policies and fidelity bonds
currently maintained by Security National or Security National Bank.
Concurrently with its delivery of the Disclosure Memorandum, Security National
will deliver to Huntington complete and correct copies of all such policies and
bonds currently in effect together with all riders and amendments thereto. All
premiums due thereon have been paid and Security National and Security National
Bank have complied in all respects with the provisions of such policies and
bonds. Security National and Security National Bank have not failed to give
any notice or present any claim under any insurance policy or fidelity bond in
due and timely fashion.
2.21 CAPITAL REQUIREMENTS. Security National Bank is in compliance
with all currently applicable capital requirements and guidelines prescribed by
all appropriate federal regulatory agencies.
2.22 LOAN LOSS RESERVES. Since December 31, 1993, Security
National Bank has not incurred any unusual or extraordinary loan losses. The
allowance for loan losses reflected on the financial statements of Security
National Bank has been determined in accordance with generally accepted
accounting principles and in accordance with all applicable regulations of all
appropriate regulatory agencies and is adequate in all respects. Neither
Security National nor Security National Bank has any knowledge of any potential
losses that have not been considered in establishing the current allowance for
loan losses.
2.23 BROKERS; CERTAIN FEES. Neither Security National nor Security
National Bank, nor any of their respective officers, directors, or employees,
has employed any broker or finder or incurred any liability for any financial
advisory fees, brokerage fees, commissions, or finder's fees in connection with
this Agreement or the Merger Agreement, or the transactions contemplated herein
or therein, except that Security National has retained The Robinson-Humphrey
Company, Inc. to perform various investment banking services in connection with
the Merger. The Disclosure Memorandum will contain a complete and correct list
as of the date of this Agreement of all written or oral agreements between
Security National and The Robinson-Humphrey Company, Inc. Concurrently with
its delivery of
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the Disclosure Memorandum, Security National will deliver to Huntington
complete and correct copies of all written agreements between Security National
and The Robinson-Humphrey Company, Inc., together with amendments thereto,
listed in the Disclosure Memorandum and a complete and correct written
description of all oral agreements between Security National and The
Robinson-Humphrey Company, Inc. listed in the Disclosure Memorandum.
2.24 MATERIAL FACTS. Neither this Agreement, the Merger Agreement,
the Disclosure Memorandum, nor any list, schedule, or certificate furnished to
Huntington by or on behalf of Security National contains any untrue statement
of a material fact or omits a material fact necessary in order to make the
statements contained therein not misleading in light of the circumstances in
which made; provided, however, that the scope of this representation does not
extend to any information relating to or furnished by Huntington or Huntington
Florida.
2.25 TAX TREATMENT OF THE MERGER. The following representations
are provided herein and intended solely to provide a partial basis for the
rendering of the opinion described in Section 6.05 of this Agreement, and are
not intended as additional covenants notwithstanding language contained
therein.
(a) There is no plan or intention by the shareholders of Security
National who own five percent or more of the outstanding shares of Security
National Common, and, to the knowledge of the management of Security National,
there is no plan or intention on the part of the remaining shareholders of
Security National, to sell, exchange, transfer by gift, or otherwise dispose of
a number of shares of Huntington Common to be received in the Merger that would
reduce the ownership of Huntington Common by the former shareholders of
Security National to a number of shares having a value on the Effective Date of
the Merger of less than 50 percent of the value of all of the formerly
outstanding shares of Security National Common as of the same date. For
purposes of this representation, shares of Security National Common surrendered
by dissenters or exchanged for cash in lieu of fractional shares of Huntington
Common will be treated as outstanding shares of Security National Common on the
Effective Date. Moreover, shares of Security National Common and shares of
Huntington Common held by Security National shareholders and otherwise sold,
redeemed, or disposed of prior or subsequent to the Merger have been considered
in making this representation.
(b) Security National and Security National Bank will pay
their own expenses, if any, incurred in connection with the Merger and will not
pay any expenses of Huntington, Huntington Florida, or the shareholders of
Security National.
(c) All liabilities to which the assets of Security National
and Security National Bank are subject and all other liabilities of Security
National and Security National Bank to be assumed by Huntington Florida in the
Merger were incurred by Security National and Security National Bank in the
ordinary and usual course of their respective businesses, as such term is
described in the first sentence of Section 4.03 hereof.
(d) Neither Security National nor Security National Bank is an
investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the
Code.
(e) The fair market value of the assets of Security National
and Security National Bank to be transferred to Huntington Florida in the
Merger will equal or exceed the sum of the liabilities to be assumed by
Huntington Florida in the Merger plus the amount of liabilities, if any, to
which the assets to be transferred in the particular merger are subject.
(f) No material dividends or distributions have been or will
be made with respect to the Security National Common or by Security National
Bank prior to the Merger, except for the dividend referred to in Section
2.10(k) above.
(g) Neither Security National nor Security National Bank are
under the jurisdiction of a court in a Title 11 or similar case within the
meaning of Section 368(a)(3)(A) of the Code.
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(h) There is no indebtedness existing between Security
National or Security National Bank on the one hand and Huntington or Huntington
Florida on the other hand that was issued, acquired, or will be settled at a
discount.
(i) The fair market value of the shares of Huntington Common
and other consideration to be received by each Security National shareholder in
the Merger will be approximately equal to the fair market value of the Security
National Common surrendered in exchange therefor.
(j) Huntington Florida will acquire at least 90 percent of the
fair market value of the net assets and at least 70 percent of the fair market
value of the gross assets held by Security National immediately prior to the
Merger. For purposes of this representation, amounts paid by Security National
to dissenters, amounts paid by Security National to shareholders who receive
cash or other property, Security National assets used to pay its reorganization
expenses, and all redemptions and distributions (except for regular, normal
dividends) made by Security National immediately preceding the transfer, will
be included as assets of Security National held immediately prior to the
Merger.
(k) The payment of cash in lieu of fractional shares pursuant
to the terms of the Merger Agreement does not represent separately bargained
for consideration.
(l) None of the compensation received by any
shareholder-employees of Security National will be separate consideration for,
or allocable to, any of their shares of Security National Common; none of the
shares of Huntington Common received by any shareholder-employees of Security
National will be separate consideration for, or allocable to, any employment
agreement; and the compensation paid to any shareholder-employees of Security
National will be for services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's-length for similar services.
(m) In the case of an incentive stock option to acquire shares
of Security National Common granted under the Security National Stock Option
Plan, a holder of such option will not receive any additional benefits from
Security National as a result of the conversion of the option in the Merger.
2.26 FILING OF REPORTS. Security National Common is not now and
has never been registered pursuant to Section 12 of the 1934 Act. Security
National is not now and has never been subject to the reporting requirements of
Section 13 of the 1934 Act. Since January 1, 1992, Security National has filed
with the SEC all documents and reports (including all amendments, exhibits, and
schedules thereto and documents incorporated by reference therein) required to
be filed by Security National under the 1933 Act, and the rules and regulations
promulgated by the SEC thereunder. None of such documents or reports, as of
their respective dates and as amended through the date hereof, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
view of the circumstances under which they were made, not misleading.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF HUNTINGTON
Huntington represents and warrants to Security National as follows:
3.01 ORGANIZATION AND AUTHORITY OF HUNTINGTON. Huntington is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Maryland, is duly qualified to do business and is in good
standing in all jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified, and has the corporate
power and authority to own its properties and assets, to carry on its business
as it is presently being conducted, and to enter into and carry out its
obligations under this Agreement.
3.02 ORGANIZATION AND AUTHORITY OF HUNTINGTON FLORIDA. Huntington
Florida is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Ohio, is duly qualified to do business and is in
good standing in all jurisdictions where its ownership or leasing of property
or the conduct of its business requires it to be so qualified, and has the
corporate power and authority to own its properties and assets, to carry on its
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business as it is presently being conducted, and to enter into and carry out
its obligations under this Agreement and the Merger Agreement.
3.03 CAPITALIZATION. The authorized capital stock of Huntington
consists of (i) 200,000,000 shares of common stock, without par value, of which
105,354,117 shares were issued and outstanding as of December 31, 1993
(including treasury shares), and (ii) 6,617,808 shares of serial preferred
stock, without par value, of which there are no shares issued and outstanding
as of the date hereof. All the outstanding shares of Huntington Common are
duly and validly authorized, issued, and outstanding and are fully paid and
nonassessable. All of the shares of Huntington Common to be issued pursuant to
the Merger Agreement will, when so issued, be duly and validly authorized,
issued, and outstanding, fully paid and nonassessable, and the issuance of such
shares will not be subject to any preemptive or similar rights.
3.04 AUTHORIZATION OF HUNTINGTON. The execution, delivery, and
performance of this Agreement by Huntington, and the consummation of the
transactions contemplated hereby, have been duly approved by the Board of
Directors of Huntington. The approval or adoption of this Agreement by the
shareholders of Huntington is not required under Maryland law or under the
charter or bylaws of Huntington.
3.05 AUTHORIZATION OF HUNTINGTON FLORIDA. The execution, delivery,
and performance of this Agreement and the Merger Agreement by Huntington
Florida, and the consummation of the transactions contemplated hereby and
thereby, have been duly approved by the Board of Directors of Huntington
Florida. The approval or adoption of this Agreement by the shareholder of
Huntington Florida is not required under Ohio law or under the articles of
incorporation or regulations of Huntington Florida.
3.06 ABSENCE OF DEFAULTS. Neither the execution and delivery of
this Agreement, nor the consummation of the Merger, nor compliance by
Huntington with any of the provisions hereof will conflict with or result in a
breach of any provision of the charter or bylaws of Huntington or result in a
material breach or termination of, or accelerate the performance required by,
any material note, bond, mortgage, lease, agreement, or other instrument to
which Huntington is a party or to which Huntington may be bound. Neither the
execution and delivery of this Agreement or the Merger Agreement, nor the
consummation of the Merger, nor compliance by Huntington Florida with any of
the provisions hereof or thereof will conflict with or result in a breach of
any provision of the articles of incorporation or regulations of Huntington
Florida or result in a material breach or termination of, or accelerate the
performance required by, any material note, bond, mortgage, lease, agreement,
or other instrument to which Huntington Florida is a party or by which
Huntington Florida may be bound.
3.07 INFORMATION PROVIDED BY HUNTINGTON. None of the information
supplied or to be supplied by Huntington for inclusion in the Registration
Statement, application for approval, or any other document to be filed with the
Federal Reserve Board, the OCC, the SEC, the State of Florida, or any other
federal or state regulatory authority in connection with the transactions
contemplated herein or in the Merger Agreement is or will be false or
misleading with respect to any material fact, or omits or will omit any
material fact necessary in order to make the statements therein not misleading.
3.08 MATERIAL FACTS. Neither this Agreement nor the Merger
Agreement contains any untrue statement of a material fact or omits a material
fact necessary in order to make the statements contained therein not misleading
in light of the circumstances in which made; provided, however, that the scope
of this representation does not extend to any information relating to or
furnished by Security National or Security National Bank.
3.09 FILING OF REPORTS. Huntington Common is registered pursuant
to Section 12 of the 1934 Act. Huntington has been subject to the reporting
requirements of Section 13 of the 1934 Act for a period of at least 90 days
prior to the date hereof and has filed all reports required to be filed
thereunder during the twelve months preceding the date hereof. Since January
1, 1992, Huntington has filed with the SEC all documents and reports (including
all amendments, exhibits, and schedules thereto and documents incorporated by
reference therein) required to be filed by Huntington under the 1934 Act and
the 1933 Act, and the rules and regulations promulgated by the SEC thereunder.
None of such documents or reports, as of their respective dates and as amended
through the date hereof, contained any
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untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
view of the circumstances under which they were made, not misleading.
SECTION 4. COVENANTS OF SECURITY NATIONAL
Security National covenants and agrees as follows:
4.01 APPLICATIONS FOR REGULATORY APPROVALS; REGISTRATION STATEMENT.
Security National and Security National Bank will cooperate, and will cause
their respective directors, officers, employees, agents, and advisers to
cooperate, to the extent reasonably necessary, with Huntington and its advisers
in connection with the preparation of the Registration Statement and the
applications for regulatory approvals described in Section 5.02 hereof.
4.02 SHAREHOLDERS' MEETING. As soon as practicable and, in any
event, within ten business days after the SEC has declared the Registration
Statement effective, Security National will call and mail notice of a meeting
of its shareholders for the purpose of adopting the Merger Agreement and this
Agreement, which meeting shall be held not more than 45 days from the date the
notice is mailed, and the Board of Directors of Security National will
recommend to the shareholders that they vote their shares in favor of the
Merger.
4.03 CONDUCT OF BUSINESS AFTER PERMITTED APPLICATION DATE. From
the Permitted Application Date until the Effective Time, except as provided
herein or as consented to by Huntington in writing, Security National and
Security National Bank will conduct their respective operations only, and shall
not take any action except, in the ordinary and usual course of business, and
Security National and Security National Bank will use their best efforts to
preserve intact their business organizations, assets, prospects, and business
relationships, to keep available the services of their officers and employees,
and to maintain existing relationships with other entities. Without limiting
the generality of the foregoing, subject to the exceptions stated above, during
such period, neither Security National nor Security National Bank will:
(a) enter into any agreement or commitment of the character
referred to in subsections 2.18(a)(i) through (xii) hereof; or
(b) take or permit to be taken any action of a character which
is listed in subsections (a) through (v) of Section 2.10 hereof.
4.04 ACCESS TO INFORMATION. Security National shall give
representatives of Huntington full access, during normal business hours and
upon reasonable notice, to all assets, properties, books, records, agreements,
and commitments of Security National and Security National Bank, provided that
such access shall not unreasonably interfere with the operations of Security
National or Security National Bank, and shall furnish to representatives of
Huntington all such information concerning its and their affairs as Huntington
may reasonably request.
4.05 PRESS RELEASES. Security National shall consult in advance
with Huntington as to the form and substance of any press release, written
communication with its shareholders, or other public disclosure of matters
related to the Merger Agreement, this Agreement, or the Merger, and shall not
issue any such press release, written communication, or public disclosure
without the prior written consent of Huntington; provided, however, that
nothing contained herein shall prohibit Security National or Security National
Bank from making any disclosure (after consultation with Huntington with
respect thereto) which its counsel deems necessary under applicable law.
4.06 BEST EFFORTS. Security National shall use its best efforts to
take or cause to be taken all actions necessary, proper, or advisable to
consummate the Merger, including such actions as Huntington may reasonably
request in writing, subsequent to the Permitted Application Date.
4.07 ACQUISITION PROPOSALS. Unless and until this Agreement shall
have been terminated by either party pursuant to Section 11 hereof, neither
Security National nor Security National Bank shall (i) directly or indirectly,
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through any of its officers, directors, agents, or affiliates, solicit,
encourage, initiate, entertain, consider, or participate in any negotiations or
discussions with respect to any Acquisition Proposal, or (ii) disclose any
information not customarily disclosed to any person or entity or provide access
to its properties, books, or records or otherwise assist or encourage any
person or entity in connection with any Acquisition Proposal; provided,
however, that Security National and Security National Bank shall be entitled to
entertain, consider, and participate in negotiations and discussions regarding
an Unsolicited Acquisition Proposal, and to disclose such information and
provide such access in connection with such an Unsolicited Acquisition
Proposal, to the extent that the Board of Directors of Security National
determines in good faith, after consultation with The Robinson-Humphrey
Company, Inc., as financial advisor to Security National, with respect to the
financial aspects of the Unsolicited Acquisition Proposal and the Merger, and
with legal counsel to Security National, that failure to so consider or
participate in such negotiations or discussions would be inconsistent with the
fiduciary obligations of the directors of Security National to the shareholders
of Security National. Security National shall give Huntington prompt notice of
any such Acquisition Proposals.
4.08 ADVICE OF CHANGES. Between the date hereof and the Effective
Date, Security National shall advise Huntington promptly, in writing, of any
fact which, if existing or known on the date hereof, would have been required
to be set forth or disclosed in or pursuant to this Agreement and any fact
which, if existing or known on the date hereof, would have made any of the
representations contained herein untrue. Prior to the Effective Date, Security
National shall deliver to Huntington a supplement to the Disclosure Memorandum,
which shall contain a description of any and all such matters.
4.09 TITLE INSURANCE. For each parcel of the Real Property
described in the Disclosure Memorandum as being owned by Security National or
Security National Bank, and for each lease for any parcel of the Real Property
described in the Disclosure Memorandum as being leased by Security National or
Security National Bank as to which Huntington may specifically request,
Security National shall deliver to Huntington Florida, no later than 30 days
after the Permitted Application Date, a title insurance commitment (ALTA 1966
form or its equivalent) for a fee owner's title insurance policy or leasehold
owner's title insurance policy, as appropriate, each in an amount equal to the
carrying cost of the premises or leasehold interest to be insured (including
all improvements thereon), on the books of Security National or Security
National Bank as of December 31, 1994. Each title insurance commitment shall
show that marketable fee simple title to the owned premises or that valid
leasehold title to the leased premises, as appropriate, is in the name of
Security National or Security National Bank, and that it is free and clear of
any liens and encumbrances except taxes and assessments not delinquent and
utility and other easements that do not interfere with the use of the property
for the business being conducted thereon. Each such commitment shall provide
that such fee owners policy committed for therein shall be an ALTA 1970 form,
revised in 1984, and each leasehold owner's policy shall be a ALTA 1975 form,
or other form acceptable to Huntington and Huntington Florida.
4.10 SURVEY. Within 30 days after the Permitted Application Date,
Security National shall provide to Huntington and Huntington Florida, at
Security National's cost, current land surveys of those parcels of the Real
Property specifically designated by Huntington. Each survey shall be conducted
and prepared by a duly licensed land surveyor approved by Huntington and
Huntington Florida and, unless otherwise agreed by Huntington and Huntington
Florida in writing, shall be a duly certified ALTA/ACSM field survey, which
shall comply with the requirements set forth in Exhibit A attached hereto and
shall confirm that the Real Property is not subject to any easements,
restrictions, set backs, encroachments, or other limitations except utility and
other easements that do not interfere with the use of the Real Property for the
business then being conducted thereon, and that the Real Property is not
located in any flood hazard area.
4.11 FORM 13D OR 13G FILINGS. Security National shall promptly
advise Huntington of the filing of a Form 13D or 13G under the 1934 Act, if
any, with respect to Security National Common and shall provide Huntington with
a copy of any such Form 13D or 13G promptly after receipt thereof.
4.12 CONFIDENTIALITY. From and after the date of this Agreement,
Security National and Security National Bank shall, and shall cause their
respective Affiliates to, treat all Confidential Information of Huntington and
Huntington Florida, as confidential, and Security National and Security
National Bank shall, and shall cause their respective Affiliates to, not use
any such Confidential Information for any purpose except in furtherance of the
transactions
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contemplated hereby. In the event this Agreement is terminated pursuant to
Section 11 hereof, Security National and Security National Bank shall, and
shall cause their respective Affiliates to, promptly return to Huntington all
documents and work papers, and all copies thereof, containing any such
Confidential Information of Huntington or Huntington Florida. The covenants of
Security National and Security National Bank contained in this Section 4.12 are
of the essence and shall survive any termination of this Agreement and the
closing of the transactions contemplated hereby.
4.13 TAX REPRESENTATIONS. Security National will furnish a letter
to Porter, Wright, Morris & Arthur, as counsel for Huntington and Huntington
Florida, in such form as may be reasonably requested by such counsel,
containing, to the extent the same are true, the representations set forth in
Section 2.25 hereof in order to enable such counsel to render the tax opinions
referred to in Section 6.05 hereof.
SECTION 5. COVENANTS OF HUNTINGTON AND HUNTINGTON FLORIDA
Huntington and Huntington Florida covenant and agree as follows:
5.01 ISSUANCE OF HUNTINGTON COMMON; PAYMENT FOR FRACTIONAL SHARES.
At the Effective Time, Huntington shall (i) issue all of the shares of
Huntington Common into which shares of Security National Common are to be
converted in the Merger and will deliver the certificates for such shares, or
cause the same to be delivered, to the Exchange Agent; and (ii) deliver to the
Exchange Agent the amount of cash to be paid in lieu of issuing fractional
shares of Huntington Common in accordance with subsections 8(b)(v) and 9(a) of
the Merger Agreement.
5.02 APPLICATIONS FOR REGULATORY APPROVALS. As soon as reasonably
practicable after the Permitted Application Date, Huntington shall file such
applications with the Federal Reserve Board, the State of Florida, and any
other regulatory authorities having jurisdiction as may be required to secure
all necessary regulatory approvals of the Merger and shall use its best efforts
to secure such approvals. Huntington shall deliver a draft or drafts of such
regulatory applications to Security National and provide Security National a
reasonable opportunity to review such draft or drafts prior to filing the same.
5.03 REGISTRATION STATEMENT. As soon as reasonably practicable
after the Permitted Application Date, Huntington shall prepare and file the
Registration Statement with the SEC, shall use its best efforts to cause the
Registration Statement to become effective, and shall take such action as may
be required to register or qualify for exemption such shares under the
securities laws of the states where registration or an exemption from
registration may be required. Huntington shall deliver a draft or drafts of
the Registration Statement to Security National and provide Security National a
reasonable opportunity to review such draft or drafts prior to filing the same.
5.04 PRESS RELEASES. Huntington shall consult in advance with
Security National as to the form and substance of any press release, written
communication with its shareholders, or other public disclosure of matters
related to this Agreement, the Merger Agreement, or the Merger.
5.05 BEST EFFORTS. Huntington will use its best efforts to take or
cause to be taken all actions necessary, proper, or advisable to consummate the
Merger.
5.06 CONFIDENTIALITY. From and after the date of this Agreement,
Huntington and Huntington Florida shall, and shall cause their respective
Affiliates to, treat all Confidential Information of Security National or
Security National Bank as confidential, and Huntington and Huntington Florida
shall, and shall cause their respective Affiliates to, not use any such
Confidential Information for any purpose except in furtherance of the
transactions contemplated hereby. In the event this Agreement is terminated
pursuant to Section 11 hereof, Huntington and Huntington Florida shall, and
shall cause their respective Affiliates to, promptly return to Security
National all documents and work papers, and all copies thereof, containing any
such Confidential Information of Security National or Security National Bank.
The covenants of Huntington and Huntington Florida contained in this Section
5.06 are of the essence and shall survive any termination of this Agreement,
but shall terminate as of the closing of the transactions contemplated hereby.
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5.07 ASSUMPTION OF EMPLOYMENT AGREEMENT. Huntington Florida will
assume Security National's obligations under an employment agreement with
Michael W. Sheffey; provided, however, that Security National will obtain an
agreement from such employee, in writing, to accept the benefits provided under
all applicable Huntington benefit plans in lieu of the benefits provided under
the benefit plans of Security National.
5.08 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Huntington Florida
acknowledges that, by operation of law, at the Effective Time, Huntington
Florida will assume any and all legally enforceable obligations of Security
National to indemnify and defend the directors and officers of Security
National pursuant to, to the extent of, and in accordance with the terms and
conditions of any such obligations that Security National had to indemnify and
defend such persons in effect immediately prior to the Effective Time, in
connection with such persons' status or services as directors and officers of
Security National, whether by contractual right or by any provision of the
articles of incorporation or bylaws of Security National, with respect to any
claim asserted or made prior to or at any time after the Effective Time. All
such rights to indemnification with respect to any such claim shall continue
until the final disposition of such claim regardless of when such claim was
made or asserted; provided, however, that nothing contained herein shall
increase or lengthen the duration of Huntington Florida's obligations with
respect to such indemnification over that to which Security National would have
been subject had the Merger not been consummated.
5.09 EMPLOYEE BENEFIT PLANS. Huntington and Huntington Florida
agree to use their reasonable best efforts to coordinate the conversion of any
Employee Benefit Plans, practices, or policies of Security National or Security
National Bank into similar plans of Huntington, to the extent similar plans are
maintained by Huntington, and to give credit for purposes of eligibility,
vesting and such other purposes (other than for the purpose of benefit accrual
under any plans maintained by Huntington) for which such service is taken into
account or recognized, to the extent feasible and permissible under all
applicable laws and regulations and the applicable terms of Huntington's
Employee Benefit Plans and other plans to any and all employees of Security
National or Security National Bank who become employees of Huntington Florida
following the consummation of the Merger for all service with Security National
or Security National Bank prior to the Effective Time.
SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF ALL PARTIES
The obligations of each of the parties hereto to consummate the Merger
are subject to the fulfillment, on or before the Effective Time, of the
following conditions precedent:
6.01 SHAREHOLDER APPROVAL. The Merger shall have been approved by
the affirmative vote of the holders of at least a majority of the issued and
outstanding shares of Security National Common.
6.02 REGULATORY APPROVALS; PERMISSIBLE DATE. The Merger shall have
been approved by the Federal Reserve Board, the State of Florida, and any other
governmental authority having jurisdiction, and any applicable waiting periods
shall have expired, with no such approval or authorization containing any
provision which would be materially adverse to the business of Huntington or
Huntington Florida, and the Permissible Date shall have occurred.
6.03 LITIGATION. No suit, action, investigation by any
governmental body, or legal or administrative proceeding shall have been
brought or threatened which materially questions the validity or legality of
the transactions contemplated hereunder or under the Merger Agreement. For
purposes hereof, advisory opinions or written requests for information which
could be used in connection with such suit, investigation, or proceeding given
by governmental agencies may be deemed to constitute such a threat.
6.04 FAIRNESS OPINION. Security National shall have received a
fairness opinion from The Robinson-Humphrey Company, Inc. dated as of the date
of the proxy statement relating to the Merger and also as of the Effective Date
stating that the terms of the Merger are fair to the shareholders of Security
National from a financial point of view.
6.05 TAX OPINION. Huntington, Huntington Florida, and Security
National shall have received an opinion of Porter, Wright, Morris & Arthur
substantially to the effect that:
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(a) the Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Code and
Security National, Huntington, and Huntington Florida will each be a party to
the reorganization within the meaning of Section 368(b) of the Code;
(b) the basis of the assets of Security National acquired by
Huntington Florida will be the same in the hands of Huntington Florida as the
basis of those assets in the hands of Security National immediately prior to
the Merger;
(c) the holding period of the assets of Security National
received by Huntington Florida will, in each instance, include the period for
which such assets were held by Security National;
(d) no gain or loss will be recognized by either Huntington or
Huntington Florida upon the acquisition by Huntington Florida of substantially
all of the assets of Security National in exchange for shares of Huntington
Common, the payment of cash to dissenters, if any, the payment of cash in lieu
of fractional shares of Huntington Common, and the assumption by Huntington
Florida of the liabilities of Security National;
(e) Huntington Florida will succeed to and take into account
the items of Security National described in Section 381(c) of the Code, subject
to the conditions and limitations of Sections 381, 382(b), 383, and 384 of the
Code and the Treasury Regulations thereunder;
(f) no gain or loss will be recognized by Security National
upon the transfer of substantially all of its assets to Huntington Florida in
exchange for shares of Huntington Common, the payment of cash to dissenting
shareholders of Security National, if any, the payment of cash in lieu of
fractional shares of Huntington Common, and the assumption by Huntington
Florida of the liabilities of Security National;
(g) no gain or loss will be recognized by the shareholders of
Security National who exchange their shares of Security National Common for
shares of Huntington Common, except to the extent of any cash received in lieu
of a fractional share of Huntington Common;
(h) the basis of the shares of Huntington Common to be
received by shareholders of Security National who receive solely shares of
Huntington Common will be the same as the basis of the shares of Security
National Common surrendered in exchange therefor;
(i) the holding period of the shares of Huntington Common
received by shareholders of Security National will include the holding period
of the shares of Security National Common surrendered in exchange therefor,
provided that the Security National Common was held as a capital asset in the
hands of the shareholder of Security National on the Effective Date;
(j) where solely cash is received by a shareholder of Security
National in exchange for his or her shares of Security National Common pursuant
to the exercise of dissenters' rights, the cash will be treated as having been
received by such shareholder as a distribution in redemption of his Security
National Common shares, subject to the provisions and limitations of Section
302 of the Code, and where, as a result of such distribution, a shareholder
owns no shares of Huntington Common either directly or through the application
of Section 318(a) of the Code, the redemption will be a complete termination of
interest within the meaning of Section 302(b)(3) of the Code and such cash will
be treated as a distribution in full payment in exchange for his or her shares
of Security National Common, as provided in Section 302(a) of the Code; and
under Section 1001 of the Code, gain or (subject to the limitations of Section
267 of the Code) loss will be realized and recognized to such shareholders in
an amount equal to the difference between the amount of such cash and the
adjusted basis of the Security National Common shares surrendered, as
determined under Section 1011 of the Code;
(k) the payment of cash in lieu of fractional shares of
Huntington Common will be treated for federal income tax purposes as if the
fractional shares were distributed as part of the exchange and then were
redeemed by
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Huntington; such cash payments will be treated as having been received as
distributions in full payment in exchange for the stock redeemed subject to the
conditions and limitations of Section 302 of the Code; and
(l) while not free from doubt, holders of the Security
National Stock Options which are incentive stock options will not recognize any
gain or loss solely as a result of the conversion of such options into
Huntington Stock Options pursuant to Section 8(d) of the Merger Agreement.
Porter, Wright, Morris & Arthur's opinion may be subject to
receipt of a favorable Internal Revenue Service private letter ruling with
respect to certain federal income tax consequences of the Merger and to receipt
of any additional representations required to obtain such ruling.
SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SECURITY NATIONAL
The obligations of Security National to consummate the Merger are
subject to the fulfillment on or before the Effective Date of the following
additional conditions precedent:
7.01 REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by Huntington herein shall be true and correct in all material
respects on the Effective Date with the same force and effect as though such
representations and warranties had been made on and as of such date; Huntington
and Huntington Florida shall have performed in all material respects their
obligations hereunder and under the Merger Agreement to be performed on or
before the Effective Date; and an executive officer of Huntington shall have
executed and delivered to Security National a certificate or certificates,
dated as of the Effective Date, in respect of the foregoing matters and in
respect of such other matters as Security National shall reasonably request.
7.02 OPINION OF COUNSEL. Security National shall have received a
favorable opinion dated as of the Effective Date from Porter, Wright, Morris &
Arthur, counsel for Huntington, to the effect that:
(a) Huntington and Huntington Florida are corporations duly
organized, validly existing, and in good standing under the laws of the States
of Maryland and Ohio, respectively; Huntington and Huntington Florida have the
corporate power and authority to own all of their properties and assets and to
carry on their businesses as presently conducted in all jurisdictions in which
such ownership exists or such business is conducted; and Huntington Florida has
the corporate power and authority to merge with Security National pursuant to
this Agreement and the Merger Agreement;
(b) the execution and delivery of this Agreement and the
Merger Agreement did not, and the consummation of the Merger will not, conflict
with any provision of the articles or certificate of incorporation,
regulations, bylaws, or other charter documents of Huntington or Huntington
Florida;
(c) the execution and delivery of this Agreement and the
Merger Agreement and the consummation of the Merger have been authorized by all
necessary corporate action of Huntington and Huntington Florida; and this
Agreement and the Merger Agreement are valid and binding agreements of
Huntington and Huntington Florida in accordance with their terms, except as may
be limited by bankruptcy, insolvency, or other similar laws affecting
enforcement of creditors' rights generally and except that the enforceability
of the obligations of Huntington and Huntington Florida is subject to general
principles of equity; and
(d) the shares of Huntington Common to be issued by Huntington
in the Merger have been authorized and, upon issuance, will be fully paid and
nonassessable and will not be subject to the preemptive rights of any
shareholder of Huntington.
Such opinion may be governed by the Accord. In giving such opinion,
such counsel may rely as to matters of fact, without independent investigation,
to the extent such counsel deems such reliance to be customary, reasonable, and
appropriate, on certificates of federal, state, or local government officials
and on certificates of officers and directors
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of Huntington or Huntington Florida. Such counsel may expressly exclude any
opinions as to choice of law matters and antitrust matters and may add such
other qualifications and explanations of the basis of its opinions as are
consistent with the Accord.
7.03 EFFECTIVENESS OF THE REGISTRATION STATEMENT; NASD Listing.
Security National shall have received a certificate from a duly authorized
officer of Huntington to the effect that the Registration Statement has become
effective by an order of the SEC, the Huntington Common to be exchanged in the
Merger has been qualified or is exempt under all applicable state securities
laws, and there has been no stop order issued or threatened by the SEC that
suspends or would suspend the effectiveness of the Registration Statement, and
no proceeding has been commenced or overtly threatened for such purpose. The
shares of Huntington Common to be issued to Security National shareholders
pursuant to the Merger Agreement shall have been authorized for listing on the
Nasdaq National Market upon official notice of issuance.
SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF HUNTINGTON AND
HUNTINGTON FLORIDA
The obligations of Huntington and Huntington Florida to consummate the
Merger are subject to the fulfillment on or before the Effective Date of the
following additional conditions precedent:
8.01 REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by Security National herein shall be true and correct in all
material respects on the Effective Date with the same force and effect as
though such representations and warranties had been made on and as of such
date; Security National shall have performed in all material respects its
obligations hereunder and under the Merger Agreement to be performed on or
before the Effective Date; and the Chief Executive Officer and principal
financial officer of Security National shall have executed and delivered to
Huntington certificates, dated as of the Effective Date, in respect of the
foregoing matters and in respect of such other matters as Huntington shall
reasonably request.
8.02 OPINION OF COUNSEL. Huntington shall have received a
favorable opinion dated as of the Effective Date from Smith, Mackinnon, Harris,
Greeley, Bowdoin & Edwards, P.A., as counsel for Security National, reasonably
acceptable to Huntington, to the effect that:
(a) Security National Bank is a national banking association,
duly organized, validly existing, and in good standing under the laws of the
United States; Security National is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware; all eligible
accounts of deposit in Security National Bank are insured by the BIF to the
fullest extent permitted by law; Security National is a duly and validly
registered bank holding company under the BHCA; all corporate action required
to be taken by the directors and shareholders of Security National to authorize
the transactions contemplated by this Agreement and the Merger Agreement have
been taken; and Security National has the corporate power to effect the Merger
in accordance with the terms of this Agreement and the Merger Agreement;
(b) the execution and delivery of this Agreement and the
Merger Agreement did not, and the consummation of the Merger will not, conflict
with any provision of the articles or certificate of incorporation,
regulations, bylaws, or other charter documents of Security National or
Security National Bank;
(c) the execution and delivery of this Agreement and the
Merger Agreement and the consummation of the Merger have been authorized by all
necessary corporate action of Security National; and this Agreement and the
Merger Agreement are valid and binding agreements of Security National in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, or similar laws affecting enforcement of creditors'
rights generally and except that the enforceability of the obligations of
Security National may be subject to general principles of equity;
(d) Security National and Security National Bank have the
corporate power and authority to own all of their properties and assets and to
carry on their businesses as presently conducted in all jurisdictions in which
such
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ownership exists or such business is conducted; Security National and Security
National Bank are not required to be qualified to do business in any
jurisdiction other than Florida; and
(e) such counsel knows of no pending or threatened litigation,
proceeding, or investigation which might result in any material adverse change
in the business, properties, or financial condition of Security National or
Security National Bank.
Such opinion may be governed by the Accord. In giving such opinion,
such counsel may rely as to matters of fact, without independent investigation,
to the extent such counsel deems such reliance to be customary, reasonable, and
appropriate, on certificates of federal, state, or local government officials
and on certificates of officers and directors of Security National and Security
National Bank. Such counsel may expressly exclude any opinions as to choice of
law matters and antitrust matters and may add such other qualifications and
explanations of the basis of its opinions as are consistent with the Accord.
8.03 ACCOUNTANTS' LETTERS.
(a) Huntington shall have received from Security National's
independent Certified Public Accountants letters dated (i) not more than three
days prior to the date of mailing of the proxy statement to Security National's
shareholders for the meeting of shareholders to approve the Merger and (ii) as
of the Effective Date, with respect to certain financial information regarding
Security National, in such form and substance as is customary in transactions
of the nature contemplated in this Agreement, and generally in accordance with
SAS 72.
(b) Huntington shall have received a letter from its
independent Certified Public Accountants to the effect that the Merger will
qualify for pooling-of-interest accounting treatment if consummated in
accordance with this Agreement and the Merger Agreement.
8.04 AGREEMENTS OF AFFILIATES. Each director, officer, and other
person who is an "affiliate," and their "affiliates," for purposes of Rule 145
under the 1933 Act, shall deliver to Huntington prior to the Effective Date a
written agreement, in form satisfactory to counsel for Huntington, providing
that such person will not sell, pledge, transfer, or otherwise dispose of the
shares of Huntington Common to be received by such person in the Merger unless
such sales are pursuant to an effective registration statement under the 1933
Act or pursuant to Rule 145 of the SEC or another exemption from the
registration requirements under the 1933 Act.
8.05 DISSENTING SHAREHOLDERS. The total number of shares of
Security National Common, if any, as to which the right to dissent has been
asserted under Section 262 of the Delaware General Corporation Law shall not
exceed five percent of the total number of outstanding shares of Security
National Common.
8.06 MATERIAL ADVERSE CHANGE. Since December 31, 1993, there shall
not have occurred any material adverse change in the consolidated results of
operations, financial condition, properties, or business of Security National,
other than any such change attributable to or resulting from (i) changes in
law, regulation, or generally accepted accounting principles of general
application to the banking or thrift industries, (ii) changes in economic
conditions that affect the banking and thrift industries generally, including
changes in the general level of interest rates, or (iii) any matter or matters
relating to Security National or Security National Bank which have been
disclosed in the Disclosure Memorandum.
8.07 TITLE TO REAL PROPERTY. Security National shall have
delivered to Huntington copies of all fee owner's and leasehold owner's title
insurance commitments for policies in accordance with the requirements of
Section 4.09 hereof, together with such updating endorsements and other
endorsements as Huntington or Huntington Florida may reasonably require. All
updating endorsements shall show no change in the record title since the
preceding effective dates of the respective commitments.
8.08 SURVEY. Security National shall have delivered to Huntington
the surveys in accordance with the requirements of Section 4.10 hereof.
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8.09 CONSENTS AND APPROVALS. Security National and Security
National Bank shall have obtained any and all consents or approvals that may be
required under the terms of (i) any contract, agreement, lease, or other
obligation or commitment, including, but not limited to, the types described in
Section 2.18 hereof, to which either Security National or Security National
Bank is a party or by which either Security National, Security National Bank,
or any of their property or assets is bound, or (ii) any license or permit of
Security National or Security National Bank, in order to avoid the occurrence
of any breach or default which may result from the consummation of the Merger
and which, if not obtained, is reasonably likely to have, individually or in
the aggregate, a material adverse effect on Huntington, Huntington Florida,
Security National, or Security National Bank.
8.10 AGREEMENT TO VOTE. Huntington shall have received from ten of
Security National's directors and executive officers selected by Huntington,
individually, an agreement, substantially in the form attached hereto as
Exhibit B, to vote all shares of Security National Common owned by them or over
which they have the power to vote in favor of the Merger.
8.11 SHAREHOLDER EQUITY. The total shareholder equity of Security
National and Security National Bank on a consolidated basis as of the end of
the most recent calendar quarter preceding the Effective Date and as of the
Effective Date shall not be less than the total shareholder equity of Security
National and Security National Bank on a consolidated basis as of December 31,
1994.
8.12 CONVERSION OF STOCK OPTIONS.
(a) All outstanding Security National Stock Options held by
persons who are not employees of either Security National or Security National
Bank on the Effective Date, including, but not limited to, non-employee
directors of either of them, shall have been either exercised or terminated
prior to the Effective Date.
(b) All holders of outstanding Security National Stock Options
who are employees of either Security National or Security National Bank on the
Effective Date shall have entered into agreements with Huntington,
substantially in the form attached hereto as Exhibit C, providing for the
conversion on the Effective Date of all Security National Stock Options held by
them to Huntington Stock Options in accordance with Section 8(d) of the Merger
Agreement.
(c) Security National shall have certified to Huntington as of
the Effective Date that the actions described in paragraph (a) and (b) of this
Section 8.12 have been taken.
8.13 WARRANT. Security National shall have executed and delivered
to Huntington a Warrant Purchase Agreement, substantially in the form attached
hereto as Exhibit D, and the Warrant substantially in the forms attached as
Attachment A to such Warrant Purchase Agreement.
8.14 DUE DILIGENCE. Huntington shall have completed its due
diligence review of all aspects of the organization, administration, business,
operations, assets, liabilities, and financial condition of Security National
and Security National Bank and shall have performed such other due diligence
procedures as it may deem to be necessary or appropriate, and shall be
satisfied, in its sole discretion, that such review has not disclosed any
material, adverse facts, problems, or conditions. This condition shall be
deemed to have been satisfied on the close of business on the day which is 30
days after receipt by Huntington of the Audited Financial Statement for the
fiscal year ended December 31, 1994, unless, prior to such time, Huntington has
notified Security National that it is not satisfied with the results of its due
diligence review because such review disclosed one or more material, adverse
facts, problems, or conditions. If Huntington so notifies Security National,
Security National shall have an additional period of five business days to
permit it to cure the defect or defects to the satisfaction of Huntington. If
Security National cures the defect or defects within such period and Huntington
acknowledges its satisfaction in writing, this condition shall be deemed to
have been satisfied.
8.15 DISCLOSURE MEMORANDUM. Huntington shall have reviewed the
Disclosure Memorandum and all contracts, commitments, leases, deeds,
agreements, and other documents relating to the information set therein or
herein
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and shall be satisfied, in its sole discretion, that such Disclosure Memorandum
and related documents do not disclose any material, adverse facts, problems, or
conditions. This condition shall be deemed to have been satisfied on the close
of business on the day which is 30 days after receipt by Huntington of the
Audited Financial Statement for the fiscal year ended December 31, 1994,
unless, prior to such time, Huntington has notified Security National that it
is not satisfied with the Disclosure Memorandum or related documents because
such materials disclose one or more material, adverse facts, problems, or
conditions. If Huntington so notifies Security National, Security National
shall have an additional period of five business days to permit it to cure the
defect or defects to the satisfaction of Huntington. If Security National
cures the defect or defects within such period and Huntington acknowledges its
satisfaction in writing, this condition shall be deemed to have been satisfied.
SECTION 9. CLOSING DATE
Unless the parties otherwise agree, the closing of the transactions
contemplated by this Agreement and the Merger Agreement shall be held at 11:00
a.m. at the offices of Porter, Wright, Morris & Arthur in Columbus, Ohio, on
the last business day of the month in which the conditions specified in
Sections 6.01 and 6.02 hereof have been satisfied.
SECTION 10. AMENDMENT
At any time prior to the Effective Date, the parties may modify,
amend, or supplement this Agreement by mutual agreement authorized by their
respective boards of directors and evidenced by an instrument in writing
executed and delivered by the parties hereto, whether before or after the
shareholders of Security National have adopted this Agreement.
SECTION 11. TERMINATION
11.01 TERMINATION. This Agreement and the Merger Agreement shall
terminate on December 31, 1995, unless a later date is agreed upon in writing
by the parties; shall terminate if the parties are unable to renegotiate the
pricing terms of the Merger in accordance with Section 8(b)(iii) of the Merger
Agreement; shall terminate if Huntington elects in accordance with Section
8(b)(iv) of the Merger Agreement; and may be terminated and the Merger may be
abandoned at any time prior to the Effective Time as follows:
(a) by the mutual consent, evidenced in writing, of the boards
of directors of Huntington, Huntington Florida, and Security National;
(b) by the board of directors of Huntington, by giving written
notice thereof to Security National, which notice shall specify in reasonable
detail the grounds therefor: (i) if any condition precedent to performance by
Huntington and Huntington Florida has not been satisfied or waived; (ii) if
Security National has not fully performed its obligations and agreements
hereunder and under the Merger Agreement; or (iii) if any of the
representations of Security National set forth herein are untrue or incorrect
in any material respect; or
(c) by the board of directors of Security National, by giving
written notice thereof to Huntington, which notice shall specify in reasonable
detail the grounds therefor: (i) if any condition precedent to performance by
Security National has not been satisfied or waived; (ii) if Huntington and
Huntington Florida have not fully performed their obligations and agreements
hereunder and under the Merger Agreement; or (iii) if any of the
representations of Huntington set forth herein are untrue or incorrect in any
material respect.
11.02 SURVIVAL OF CERTAIN PROVISIONS UPON TERMINATION. Upon a
termination of this Agreement as provided herein, this Agreement and the Merger
Agreement shall become void and there shall be no further obligation or
liability on the part of any party hereto or their respective shareholders,
directors, or officers, except pursuant to Sections 4.12,
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5.06, 11.03, and 12 hereof, which shall survive a termination of this Agreement
in accordance with the express terms of such Sections.
11.03 TERMINATION FEE. During the term of this Agreement, if (i) an
Acquisition Proposal is submitted to and approved by the shareholders of
Security National at any time prior to the Effective Time, or (ii) an
Acquisition Proposal is received by Security National or Security National Bank
or is made directly to the shareholders of Security National at any time prior
to the holding of the meeting of the shareholders of Security National to be
called pursuant to Section 4.02 hereof, the board of directors of Security
National fails to recommend to the shareholders of Security National approval
of the Merger Agreement or this Agreement, withdraws such recommendation
previously made to the shareholders of Security National, or fails to solicit
proxies of shareholders of Security National to approve the Merger, and the
Merger Agreement and this Agreement are subsequently rejected by the
shareholders of Security National at such meeting, then, in either such event,
Security National shall pay to Huntington, within five business days after a
termination of the Merger Agreement and this Agreement following such an event,
a termination fee in the amount of $1,500,000, as liquidated damages, and not
as a penalty, and, upon the payment in full thereof, neither Security National
nor Security National Bank shall have any further liability under this
Agreement or the Merger Agreement other than pursuant to the Warrant Purchase
Agreement or the Warrant. The obligations of Security National under this
Section 11.03 shall survive a termination of this Agreement.
SECTION 12. EXPENSES
Except as otherwise expressly provided herein, all expenses incurred
by or on behalf of the parties hereto in connection with the authorization,
preparation, execution, and consummation of this Agreement and the Merger
Agreement, including, without limitation, all fees and expenses of agents,
representatives, printers, and counsel employed by the parties hereto, and
taxes, if any, shall be borne solely by the party which has or shall have
incurred the same. The covenants of the parties contained in this Section 12
shall survive a termination of this Agreement for any reason.
SECTION 13. NOTICES
All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by facsimile and confirmed by first-class, certified mail,
postage prepaid, addressed as indicated below, or at such other address as such
party may designate in writing to the other parties:
(a) If to Security National, to:
Michael W. Sheffey
President
Security National Corporation
253 North Orlando Avenue
Maitland, Florida 32751
with a copy to:
John P. Greeley, Esq.
Smith, Mackinnon, Harris, Greeley, Bowdoin & Edwards, P.A.
Firstate Tower
255 South Orange Avenue, Suite 800
Orlando, Florida 32801
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(b) If to Huntington or Huntington Florida, to:
Zuheir Sofia
President
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
with a copy to:
Ralph K. Frasier, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
and:
Michael T. Radcliffe, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
SECTION 14. GENERAL PROVISIONS
14.01 ENTIRE AGREEMENT. This Agreement, together with the Merger
Agreement and the documents referred to or incorporated herein or therein,
reflect the entire agreement among the parties with respect to the subject
matter thereof and supersede all prior agreements and understandings, oral or
written, among the parties with respect to such subject matter, and no party
shall be liable or bound to any other party in any manner by any
representations, warranties, or covenants except as specifically set forth
herein or therein.
14.02 WAIVER. At any time on or prior to the Effective Date, any
party hereto may (i) waive any inaccuracies in the representations and
warranties of the other parties contained in this Agreement and the Merger
Agreement or in any document delivered pursuant hereto or thereto, or (ii)
waive compliance by the other parties with any of the conditions, covenants,
and agreements contained in this Agreement or the Merger Agreement.
14.03 ASSIGNMENT. Neither this Agreement nor any rights, interests,
or obligations hereunder shall be assigned or transferred by operation of law
or otherwise by any of the parties hereto without the prior written consent of
the other party.
14.04 BENEFIT. Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the parties hereto and
their successors in interest any rights or remedies under or by reason of this
Agreement.
14.05 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, but
such counterparts taken together shall constitute one and the same instrument.
14.06 GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio without regard to its
conflicts of laws principles.
B-27
14.07 INCORPORATION BY REFERENCE. The Merger Agreement, the
Disclosure Memorandum, and all Exhibits attached hereto are hereby incorporated
by reference herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Zuheir Sofia
------------------------------
Zuheir Sofia, President
HUNTINGTON BANCSHARES FLORIDA, INC.
By: /s/ Zuheir Sofia
------------------------------
Zuheir Sofia, President
SECURITY NATIONAL CORPORATION
By: /s/ Michael W. Sheffey
------------------------------
Michael W. Sheffey, President
B-28
EXHIBIT A TO SUPPLEMENTAL AGREEMENT
SURVEY REQUIREMENTS
1. The survey shall be performed by a registered land surveyor,
who shall execute a certificate, in form reasonably satisfactory to Huntington,
certifying the survey to Huntington Bancshares Incorporated, Huntington
Florida, Inc., and the title insurance company. The survey shall have the
surveyor's original signature and seal affixed and shall reflect a current
date. Older surveys are acceptable if updated and recertified.
2. The survey must show the North arrow.
3. The survey must show the full legal description and street
address. The legal description must conform to the record legal description
and must be identical to that contained in the title insurance commitment or
any discrepancies explained. If the premises are described as being on a filed
plat or map, the survey must contain a legend relating the parcel to the map on
which it is shown, and the surveyor must certify that any land which has been
platted or mapped is the same as that described on the survey.
4. If the property consists of more than one parcel, the survey
must show interior property lines and certify that the parcels are contiguous
along their common lines. If only a portion of a parcel is being surveyed, the
balance of the parcel must be indicated.
5. All perimeter property lines must be specifically identified.
The survey must show the location by courses and distances of the subject
property; clearly designate the point of beginning and the relation (by courses
and distances) of the point of beginning for the property to the monument (i.e.
nearest street intersection) from which it is fixed; show and label all
servient easements; show all building lines, whether established by subdivision
plat, recorded restrictions, or zoning or building ordinance; show and label
all easements appurtenant to said parcel; show all driveways and alleys on or
crossing the property; and show the right of way lines of the street or streets
abutting the parcel, the names and width of said streets, whether the streets
are dedicated, whether there are limitations on access, all curb cuts from the
property to such street or streets, and the distance from the nearest
intersecting street.
6. The number of square feet or acres contained in the parcel
must be specifically stated.
7. All easements, set-back lines, and other exceptions in the
title insurance commitment (except liens) must (a) be plotted, (b) if not
plottable, identified on the face of the survey as not plottable with an
explanation as to why they are not plottable, or (c) if inapplicable, certified
as not affecting the property.
8. All utility lines that service the property and improvements
(sewer, water, gas, electric, and telephone) must be located and identified.
The survey must indicate whether the utility lines are above or below grade and
show the sizes of the respective services.
9. The survey must show and describe all encroachments or state
that there are no encroachments.
10. The survey must state whether or not the property appears on
any U.S. Department of H.U.D. Flood Insurance Boundary Map or any special flood
hazard area map published by the Federal Emergency Management Agency and, if
so, further state the map number and whether or not the property appears in the
"Flood Hazard Area" shown on the map.
11. The survey must state the zoning classification of the
property.
12. The survey must show the location of any underground tanks and
of any railroad tracks and sidings.
B-29
13. The survey must show the location of any rubbish fills,
sloughs, springs, filled in wells or cisterns, and seep holes that are present
on the property.
14. The survey must show all structures and improvements,
including sidewalks, stoops, overhangs, and parking areas. The square footage
of all structures must be listed. All structures and improvements on the
property must be shown with horizontal lengths of all sides and the relations
thereof by distances to (i) all boundary lines of the parcel, (ii) servient
easements, (iii) established building lines, and (iv) street lines.
15. The survey must show all parking and paved areas and identify
the number of vehicles that may be parked in each parking area.
B-30
SURVEYOR'S CERTIFICATE
The undersigned hereby certifies to [Buyer], and _____________ [title
insurer] as of _________________, 1994, that this survey was actually made upon
the ground; that it and the information, courses and distances shown thereon
are accurate; that the property description "closes" by engineering
calculation; that this survey correctly shows the size, location and type of
all buildings, structures and other improvements on the property and all are
within the boundary lines and applicable set-back lines (whether established by
subdivision plat, recorded restrictions or applicable zoning or building codes)
affecting the property; that there are no easements or uses affecting the
property appearing from a careful physical inspection of the same, other than
those shown thereon; that all utility services necessary for the operation of
the property are present on the property or within adjacent public right of way
or recorded easement; that there are no encroachments on adjoining premises,
streets or alleys by any of said buildings, structures or other improvements or
encroachments upon the property by any building, structure or other improvement
situated upon any adjoining premises; that the boundary lines of the tract are
contiguous with [identify adjoining street(s)] as shown hereon; that the
property has direct access to [identify adjoining street(s)]; that the property
does not lie within any flood hazard area shown on the applicable special flood
hazard area map published by the Federal Emergency Management Agency which is
identified as [INDICATE PANEL NUMBER AND DATE OF FLOOD MAP]; and that this
survey was made in accordance with current "Minimum Standard Detail
Requirements for Land Title Surveys" jointly established by ALTA and ACSM and
meets the accuracy requirements of a Class A Survey, as defined therein.
______________________________________
(Name of Surveyor)
(SEAL)
______________________________________
(Registration Number)
______________________________________
(Address)
______________________________________
(Telephone Number)
B-31
EXHIBIT B TO SUPPLEMENTAL AGREEMENT
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT (this "Agreement") is made as of July 12,
1994, between HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation
("Huntington"), and the undersigned (the "Shareholder"), who is a shareholder
of SECURITY NATIONAL CORPORATION, a Delaware corporation ("Security National").
RECITALS
A. The Shareholder owns or has the power to vote, either
exclusive or shared, ____________ shares of the common stock, $1.00 par value,
of Security National (together with all shares of such stock which the
Shareholder subsequently acquires or obtains the power to vote, the "Shares").
B. Security National has entered into (i) a certain Agreement and
Plan of Merger with Huntington Bancshares Florida, Inc., an Ohio corporation
("Huntington Florida"), dated July 12, 1994 (the "Merger Agreement"), and (ii)
a certain Supplemental Agreement with Huntington Florida and Huntington, also
dated July 12, 1994 (the "Supplemental Agreement"), pursuant to which Security
National is to be merged into Huntington Florida (the "Merger"), pursuant to
which the shareholders of Security National will exchange their shares of
Security National common stock, $1.00 par value, for shares of Huntington
common stock, without par value ("Huntington Common"), in accordance with the
terms and conditions of the Merger Agreement and the Supplemental Agreement.
C. Under the terms of the Merger Agreement, Security National has
agreed to call a meeting of its shareholders for the purpose of voting upon the
approval of the Merger (together with any adjournments thereof, the
"Shareholders' Meeting").
D. It is a condition to the obligations of Huntington and
Huntington Florida under the Merger Agreement and the Supplemental Agreement
that certain shareholders of Security National, including the Shareholder,
shall have agreed to vote their shares of Security National stock in favor of
the Merger.
AGREEMENT
Accordingly, the parties hereto hereby agree as follows:
1. AGREEMENT TO VOTE. The Shareholder agrees to vote the Shares
as follows:
(a) in favor of the adoption of the Merger Agreement and the
Supplemental Agreement and the approval of the Merger at the Shareholders'
Meeting;
(b) against the approval of any proposal relating to a
competing merger or business combination involving an acquisition of Security
National or the purchase of all or a substantial portion of the assets of
Security National by any person or entity other than Huntington, Huntington
Florida, or another affiliate of Huntington; and
(c) against any other transaction which is inconsistent with
the obligation of Security National to consummate the Merger in accordance with
the Merger Agreement and the Supplemental Agreement.
B-32
2. LIMITATION ON VOTING POWER. It is expressly understood and
acknowledged that nothing contained herein is intended to restrict the
Shareholder from voting on any matter, or otherwise from acting, in the
Shareholder's capacity as a director or officer of Security National with
respect to any matter, including but not limited to, the management or
operation of Security National. The obligation to vote as provided in Section
1(a) of this Agreement is subject to the filing of a registration statement as
required by Section 5.03 of the Supplemental Agreement and the declaration of
effectiveness of such registration statement.
3. TERMINATION. This Agreement shall terminate on the earlier of
(a) December 31, 1995, (b) the date on which the Merger Agreement and
Supplemental Agreement are terminated in accordance with Section 11 of the
Supplemental Agreement, (c) the date on which the Merger is consummated, or (d)
the death of the Shareholder.
4. REPRESENTATIONS, WARRANTIES, AND ADDITIONAL COVENANTS OF THE
SHAREHOLDER. The Shareholder hereby represents and warrants to Huntington that
the Shareholder has the capacity and all necessary power and authority to vote
the Shares and that this Agreement constitutes a legal, valid, and binding
obligation of the Shareholder, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, or similar laws affecting
enforcement of creditors rights generally. The Shareholder further agrees
that, during the term of this Agreement, the Shareholder will not sell or
otherwise voluntarily dispose of any of the Shares which are owned by the
Shareholder or take any other voluntary action which would have the effect of
removing the Shareholder's power to vote the Shares or which would be
inconsistent with this Agreement.
5. REPRESENTATION AND WARRANTY OF HUNTINGTON. Huntington hereby
represents and warrants to the Shareholder that the shares of Huntington Common
to be received by the Shareholder in connection with the Merger will not be
"restricted securities" within the meaning of Rule 144 of the Securities Act of
1933.
6. SPECIFIC PERFORMANCE. The undersigned hereby acknowledges
that damages would be an inadequate remedy for any breach of the provisions of
this Agreement and agrees that the obligations of the Shareholder hereunder
shall be specifically enforceable and that Huntington shall be entitled to
injunctive or other equitable relief upon such a breach by the Shareholder.
The Shareholder further agrees to waive any bond in connection with the
obtaining of any such injunctive or equitable relief. This provision is
without prejudice to any other rights that Huntington may have against the
Shareholder for any failure to perform his obligations under this Agreement.
7. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio, without regard to its
conflicts of laws principles.
B-33
IN WITNESS WHEREOF, the undersigned have executed this Shareholder
Agreement as of the day and year first above written.
SHAREHOLDER:
______________________________________
Signature
______________________________________
Print Name
HUNTINGTON BANCSHARES INCORPORATED
By: ______________________________
Zuheir Sofia, President
ACKNOWLEDGMENT
STATE OF FLORIDA )
)SS.
COUNTY OF __________________ )
The foregoing instrument was acknowledged before me this ______ day of
July, 1994, by ______________________.
______________________________________
Notary Public
My Commission expires_________________
(Notarial Seal)
B-34
EXHIBIT C TO SUPPLEMENTAL AGREEMENT
STOCK OPTION CONVERSION AGREEMENT
This Agreement is entered into this 12th day of July, 1994, by and
among __________________________ (the "Optionholder"), HUNTINGTON BANCSHARES
INCORPORATED, a Maryland corporation ("Huntington"), HUNTINGTON BANCSHARES
FLORIDA, INC., an Ohio corporation ("Huntington Florida"), and SECURITY
NATIONAL CORPORATION., a Delaware corporation ("Security National").
RECITALS
A. Huntington Florida is a wholly owned subsidiary of Huntington.
B. Huntington Florida and Security National have entered into a
certain Agreement and Plan of Merger, dated July 12, 1994 (the "Merger
Agreement"), and Huntington, Huntington Florida, and Security National have
entered into a certain Supplemental Agreement, also dated July 12, 1994 (the
"Supplemental Agreement"), pursuant to which Security National is to be merged
into Huntington Florida (the "Merger"). Upon the consummation of the Merger,
Huntington Florida will be the successor by merger to Security National. (All
capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Merger Agreement or the Supplemental
Agreement.)
C. The Optionholder is currently an employee of Security National
or Security National Bank.
D. The Optionholder is also currently the holder of a Security
National Stock Option (the "Security National Option") to purchase certain
shares of Security National Common, pursuant to the Security National Stock
Option Plan and a certain Stock Option Agreement executed by the Optionholder
and Security National pursuant to such plan (the "Security National Stock
Option Agreement"). The total number of shares subject to the Security
National Option as of the date of this Agreement, the exercise price for the
shares which may be purchased under such option (the "Security National
Exercise Price"), the dates on or after which such option is exercisable, and
the number of shares as to which such option is exercisable after each
particular exercise date are set forth on Exhibit A which is attached hereto
and incorporated by reference herein.
E. The Security National Stock Option Agreement provides that it
shall be binding upon the successors of Security National.
F. Huntington has previously established and adopted the
Huntington Stock Option Plan, a copy of which is attached as Exhibit B hereto
and incorporated by reference herein. The terms and conditions contained in
the Huntington Stock Option Plan relating to (among other things) the exercise
of options granted under that plan are different from those contained in the
Security National Stock Option Plan.
G. Pursuant to the terms of the Merger Agreement, upon the
consummation of the Merger, all shares of Security National Common are to be
converted into shares of Huntington Common and all options granted under the
Security National Stock Option Plan are to be converted into options to
purchase Huntington Common subject to the terms of the Huntington Stock Option
Plan.
B-35
AGREEMENT
In consideration of the foregoing and of the mutual promises contained
herein, the parties agree as follows:
1. Upon the consummation of the Merger, and effective as of the
Effective Time, the Security National Option shall be converted into a
Huntington Stock Option subject to all of the terms and conditions of the
Huntington Stock Option Plan (the "Huntington Option"), and all further rights
of the Optionholder and obligations of Security National under the Security
National Stock Option Plan and the Security National Stock Option Agreement
shall be extinguished.
(a) The number of shares of Huntington Common to be
subject to the Huntington Option shall be equal to the number of shares of
Security National Common subject to the Security National Option as of the
Effective Time multiplied by the Conversion Ratio, rounded off to the nearest
whole number of shares of Huntington Common.
(b) The exercise price to be payable upon an exercise of
the Huntington Option shall be equal to the Security National Exercise Price
divided by the Conversion Ratio.
(c) The dates after which the Security National Option
shall be exercisable shall be the same as those provided under the Security
National Option; and the number of shares of Huntington Common as to which the
Huntington Option shall be exercisable after each particular exercise date
shall be in the same ratio to the total number of shares subject to the
Huntington Option as the number of shares of Security National Common
exercisable after the such exercise date is to the total number of shares of
Security National Common subject to the Security National Option, rounded to
the nearest whole number of shares of Huntington Common.
(d) The Huntington Option shall be evidenced by and
subject to the terms of a Stock Option Agreement to be executed by Huntington
and the Optionholder pursuant to the terms of the Huntington Stock Option Plan
at or after the Effective Time, which shall be effective as of the Effective
Time.
(e) The Optionholder acknowledges and agrees that, for
the purposes of Section 424 of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder, he or she will not receive any
"additional benefits" (as that term is defined in said Section 424 and the
regulations promulgated thereunder) as a result of the conversion of the
Security National Option into the Huntington Option hereunder, and hereby
disclaims and agrees to return any such additional benefits that he or she may
receive.
2. Security National shall notify Huntington promptly if the
Optionholder's employment with Security National or Security National Bank is
terminated at any time prior to the Effective Time, and shall furnish to
Huntington at the Effective Time a certificate, signed by an officer of
Security National, stating (if it is true) that the Optionholder is an employee
of Security National or Security National Bank as of that date and listing the
number of shares of Security National Common subject to the Security National
Option as of that date. Any notice given pursuant to this Section shall be
given in accordance with the provisions of Section 13 of the Supplemental
Agreement.
3. This Agreement shall terminate automatically upon a
termination of the Merger Agreement at any time prior to the consummation of
the Merger, whereupon this Agreement shall become null and void and no party
shall have any further rights or obligations hereunder.
4. The rights of the Optionholder under this Agreement may not be
transferred or assigned to any person other than the Optionholder, except by
will or the laws of descent and distribution.
5. This Agreement shall be construed and enforced in accordance
with the laws of the State of Ohio without regard to its conflict of laws
principles.
B-36
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
OPTIONHOLDER HUNTINGTON BANCSHARES INCORPORATED
_____________________________ By:________________________________
Signature Name:______________________________
Title:_____________________________
_____________________________
Name (please type or print)
SECURITY NATIONAL CORPORATION HUNTINGTON BANCSHARES FLORIDA, INC.
By:_______________________________ By:________________________________
Name:_____________________________ Name:______________________________
Title:____________________________ Title:_____________________________
B-37
EXHIBIT D TO SUPPLEMENTAL AGREEMENT
WARRANT PURCHASE AGREEMENT
THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of July
12, 1994, between HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation
("Huntington"), and SECURITY NATIONAL CORPORATION, a Delaware corporation
("Security National").
RECITALS
A. Concurrently herewith, Huntington Bancshares Florida, Inc., a
wholly owned subsidiary of Huntington ("Huntington Florida"), and Security
National have entered into an Agreement and Plan of Merger (the "Merger
Agreement") and Huntington, Huntington Florida, and Security National have
entered into a Supplemental Agreement (the "Supplemental Agreement"), both
dated as of the date hereof (collectively, the "Merger Documents"), which
provide for the merger of Security National into Huntington Florida (the
"Merger"). (All capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Merger Documents.)
B. As a condition to Huntington's and Huntington Florida's
entering into the Merger Documents and in consideration therefor, Security
National has agreed to issue to Huntington a warrant or warrants entitling
Huntington to purchase up to a total of 500,600 shares of Security National
Common, on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. ISSUANCE AND EXERCISE OF THE WARRANT. Concurrently with the
execution of the Merger Documents and this Agreement, Security National shall
issue to Huntington a warrant in the forms attached as Attachment A hereto (the
"Warrant") to purchase up to a total of 500,600 shares of Security National
Common at a purchase price equal to $25.56 per share (the "Exercise Price"),
subject to adjustments as provided in the Warrant. (The holder of the Warrant
from time to time is hereinafter referred to as the "Holder.") The Warrant
shall be exercisable in accordance with the terms and conditions set forth
therein.
2. REGISTRATION RIGHTS. If, at any time after the Warrant
becomes exercisable in accordance with its terms, Security National shall
receive a written request therefor from the Holder, Security National shall
prepare and file a registration statement under the 1933 Act covering such
number of shares of Security National Common as the Holder shall specify in the
request and shall use its best efforts to cause such registration statement to
become effective; provided, however, that the Holder shall only have the right
to request three such registrations. Without the written consent of the
Holder, neither Security National nor any other holder of securities of
Security National may include securities in such registration.
B-38
3. "PIGGYBACK" RIGHTS. If, at any time after the Warrant becomes
exercisable in accordance with its terms, Security National shall determine to
proceed with the preparation and filing of a registration statement under the
1933 Act in connection with the proposed offer and sale for money of any of its
securities (other than in connection with a dividend reinvestment, employee
stock purchase, stock option, or similar plan or a registration statement on
Form S-4) by it or any of its security holders, Security National shall give
written notice thereof to the Holder. Upon the written request of the Holder
given within ten days after receipt of any such notice from Security National,
Security National shall, except as herein provided, cause all shares of
Security National Common which the Holder shall request be included in such
registration statement to be so included; provided, however, that nothing
herein shall prevent Security National from abandoning or delaying any
registration at any time; and provided, further, that if Security National
decides not to proceed with a registration after the registration statement has
been filed with the SEC and Security National's decision not to proceed is
primarily based upon the anticipated public offering price of the securities to
be sold by Security National, Security National shall promptly complete the
registration for the benefit of the Holder if the Holder agrees to bear all
additional and incremental expenses incurred by Security National as the result
of such registration after Security National has decided not to proceed. If
any registration pursuant to this Section shall be underwritten in whole or in
part, the Holder may require that any shares of Security National Common
requested for inclusion pursuant to this Section be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters. In the event that the shares of Security
National Common requested for inclusion pursuant to this Section would
constitute more than 25 percent of the total number of shares to be included in
a proposed underwritten public offering, and if in the good faith judgment of
the managing underwriter of such public offering the inclusion of all of such
shares would interfere with the successful marketing of the shares of being
offered by Security National, the number of shares otherwise to be included in
the underwritten public offering hereunder may be reduced; provided, however,
that after any such required reduction, the shares of Security National Common
to be included in such offering for the account of the Holder shall constitute
at least 25 percent of the total number of shares to be included in such
offering.
4. OBLIGATIONS OF SECURITY NATIONAL IN CONNECTION WITH A
REGISTRATION. If and whenever Security National is required by the provisions
of Sections 2 or 3 hereof to effect the registration of any shares of Security
National Common under the 1933 Act, Security National shall:
(a) prepare and file with the SEC a registration
statement with respect to such securities and use its best efforts to cause
such registration statement to become and remain effective for such period as
may be reasonably necessary to effect the sale of such securities, not to
exceed 30 days;
(b) prepare and file with the SEC such amendments to such
registration statement and supplements to the prospectus contained therein as
may be necessary to keep such registration statement effective for such period
as may be reasonably necessary to effect the sale of such securities, not to
exceed nine months;
(c) furnish to the Holder and to the underwriters of the
securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus, and such
other documents as the Holder or such underwriters may reasonably request in
order to facilitate the public offering of such securities;
(d) use its best efforts to register or qualify the
securities covered by such registration statement under such state securities
or blue sky laws of such jurisdictions as the Holder or such underwriters may
reasonably request; provided that Security National shall not be required by
virtue hereof to submit to the general jurisdiction of any state;
(e) notify the Holder, promptly after Security National
shall receive notice thereof, of the time when such registration statement has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed;
(f) notify the Holder promptly of any request by the SEC
for the amending or supplementing of such registration statement or prospectus
or for additional information;
B-39
(g) prepare and file with the SEC, promptly upon the
request of the Holder, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for the Holder (and
concurred in by counsel for Security National), is required under the 1933 Act
or the rules and regulations promulgated thereunder in connection with the
distribution of the shares of Security National Common by the Holder;
(h) prepare and promptly file with the SEC such amendment
or supplement to such registration statement or prospectus as may be necessary
to correct any statements or omissions if, at the time when a prospectus is
required to be delivered under the 1933 Act, any event shall have occurred as
the result of which such prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading;
(i) advise the Holder, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued; and
(j) at the request of the Holder, furnish on the date or
dates provided for in the underwriting agreement: (i) an opinion or opinions
of the counsel representing Security National for the purposes of such
registration, addressed to the underwriters and to the Holder, covering such
matters as such underwriters and the Holder may reasonably request and as are
customarily covered by issuer's counsel at that time; and (ii) a letter or
letters from the independent certified public accountants of Security National,
addressed to the underwriters and to the Holder, covering such matters as such
underwriters or the Holder may reasonably request, in which letters such
accountants shall state (without limiting the generality of the foregoing) that
they are independent certified public accountants within the meaning of the
1933 Act and that, in the opinion of such accountants, the financial statements
and other financial data of Security National included in the registration
statement or any amendment or supplement thereto comply in all material
respects with the applicable accounting requirements of the 1933 Act.
5. EXPENSES OF REGISTRATION. With respect to a registration
requested pursuant to Section 2 hereof and with respect to each inclusion of
shares of Security National Common in a registration statement pursuant to
Section 3 hereof, Security National shall bear the following fees, costs, and
expenses: all registration, stock exchange listing, and NASD fees, printing
expenses, fees and disbursements of counsel and accountants for Security
National, fees and disbursements of counsel for the underwriter or underwriters
of such securities (if Security National and/or the Holder are required to bear
such fees and disbursements), and all legal fees and disbursements and other
expenses of complying with state securities or blue sky laws of any
jurisdictions in which the securities to be offered are to be registered or
qualified. Fees and disbursements of counsel and accountants for the Holder,
underwriting discounts and commissions and transfer taxes for the Holder, and
any other expenses incurred by the Holder not expressly included above shall be
borne by the Holder.
6. INDEMNIFICATION.
(a) Security National shall indemnify and hold harmless
the Holder, any underwriter (as defined in the 1933 Act) for the Holder, and
each person, if any, who controls the Holder or such underwriter within the
meaning of the 1933 Act, from and against any and all loss, damage, liability,
cost, and expense to which the Holder or any such underwriter or controlling
person may become subject under the 1933 Act or otherwise, insofar as such
losses, damages, liabilities, costs, or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement filed pursuant to Section 4 hereof, any prospectus or
preliminary prospectus contained therein, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they are
made, not misleading; provided, however, that Security National will not be
liable in any such case to the extent that any such loss, damage, liability,
cost, or expense arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information
B-40
furnished by the Holder, such underwriter, or such controlling persons in
writing specifically for use in the preparation thereof.
(b) Promptly after receipt by an indemnified party
pursuant to the provisions of paragraph (a) of this Section 6 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions, such indemnified party shall, if a claim thereof is to be
made against the indemnifying party pursuant to the provision of such paragraph
(a), promptly notify the indemnifying party of the commencement thereof; but
the omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise hereunder. In
case such action is brought against any indemnified party and such indemnified
party notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in and, to the extent
that it may wish to do so, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, if the defendants in any action include
both the indemnified party and the indemnifying party and there is a conflict
of interest which would prevent counsel for the indemnifying party from also
representing the indemnified party, the indemnified party or parties shall
have the right to select one separate counsel to participate in the defense of
such action on behalf of such indemnified party or parties. After notice from
the indemnifying party to such indemnified party of its election so to assume
the defense of any such action, the indemnified party shall have the right to
participate in such action and to retain its own counsel, but the indemnifying
party or parties shall not be required to indemnify and hold harmless the
indemnified party pursuant to the provisions of such paragraph (a) for any
legal fees or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) the indemnified party shall have employed separate
counsel in accordance with the provisions of the preceding sentence of this
paragraph (b), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action, or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.
(c) If recovery is not available under the foregoing
indemnification provisions, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the 1933 Act. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission, and
any other equitable considerations appropriate under the circumstances.
7. REPURCHASE RIGHTS.
(a) At any time after the Warrant becomes exercisable and
prior to the expiration of the Warrant, in accordance with the terms thereof:
(i) Security National may, and upon the written
request of the Holder, Security National shall, repurchase the
Warrant from the Holder at a price (the "Warrant Repurchase Price")
equal to the difference between the "Market/Offer Price" (as defined
in paragraph (b) below) and the Exercise Price, multiplied by the
number of shares for which the Warrant may then be exercised, in the
aggregate, but only if the Market/Offer Price is greater than the
Exercise Price;
(ii) Security National may, and upon the written
request of the owner (the "Owner") of any shares of Security
National Common purchased pursuant to an exercise of the Warrant
("Warrant Stock"), Security National shall, repurchase all of the
shares of Warrant Stock held by such Owner at a price (the "Warrant
Stock Repurchase Price") equal to the number of shares to be
repurchased hereunder multiplied by the greater of the Exercise Price
and the Market/Offer Price; and
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(iii) If any repurchase pursuant to clauses (i)
and (ii) of this Section 7 occurs, Security National shall,
upon the written request of Huntington, pay to Huntington all of
Huntington's out-of-pocket expenses actually incurred and paid or
payable to third parties in connection with the transactions
contemplated by the Merger Documents for legal, accounting, and
investment banking fees and expenses.
(b) For purposes of paragraph (a) of this Section 7, the
"Market/Offer Price" shall mean the highest of (i) the price per share at which
a tender offer or exchange offer for shares of Security National Common has
been made, (ii) the price per share of Security National Common to be paid by
any third party pursuant to an agreement with Security National, and (iii) the
highest closing price for shares of Security National Common within the 4-month
period immediately preceding the date the Holder gives notice of the required
repurchase of the Warrant or the Owner gives notice of the required repurchase
of Warrant Stock, as appropriate. In the event that an exchange offer is made
or an agreement is entered into for a merger or consolidation involving
consideration other than cash, the value of the securities or other property
issuable or deliverable in exchange for Security National Common shall be
determined by a nationally recognized investment banking firm mutually
acceptable to the parties hereto.
(c) The Holder and the Owner may exercise their
respective rights to require Security National to repurchase the Warrant or the
Warrant Stock pursuant to this Section 7 by surrendering for such purpose to
Security National, at its principal office, the Warrant or certificates for
shares of Warrant Stock, as the case may be, free and clear of any liens,
claims, encumbrances, or rights of third parties of any kind, accompanied by a
written notice or notices stating that the Holder or the Owner, as the case may
be, requests Security National to repurchase such Warrant or Warrant Stock in
accordance with the provisions of this Section 7. Subject to the last proviso
of paragraph 7(d) below, as promptly as practicable, and in any event within
five business days after the surrender of the Warrant or certificates
representing shares of Warrant Stock and the receipt of such notice or notices
relating thereto, Security National shall deliver or cause to be delivered to
the Holder or Owner the Warrant Repurchase Price or the Warrant Stock
Repurchase Price therefor, as applicable, or the portion thereof which
Security National is not then prohibited under applicable law and regulation
from so delivering.
(d) To the extent that Security National is prohibited
under applicable law or regulation, or as a result of administrative or
judicial action, from repurchasing the Warrant and/or the Warrant Stock in full
at any time that it may be required to do so hereunder, Security National shall
immediately so notify the Holder and/or the Owner and thereafter deliver or
cause to be delivered, from time to time, to the Holder and/or the Owner, as
appropriate, the portion of the Warrant Repurchase Price and the Warrant Stock
Repurchase Price, respectively, which it is no longer prohibited from
delivering, within five business days after the date on which Security National
is no longer so prohibited. Upon receipt of such notice from Security
National and for a period of 15 days thereafter, the Holder and/or Owner may
revoke its notice of repurchase of the Warrant and/or Warrant Stock by written
notice to Security National at its principal office stating that the Holder
and/or the Owner elects to revoke its election to exercise its right to require
Security National to repurchase the Warrant and/or Warrant Stock, whereupon
Security National will promptly deliver to the Holder and/or Owner the Warrant
and/or certificates representing shares of Warrant Stock surrendered to
Security National for purposes of such repurchase and Security National shall
have no further obligation to repurchase such Warrant and/or Warrant Stock
hereunder. Security National hereby agrees to use its best efforts to obtain
all required legal and regulatory approvals necessary to permit Security
National to repurchase the Warrant and/or the Warrant Stock as promptly as
practicable. To the extent that Security National is prohibited from
repurchasing the Warrant or the Warrant Stock in full at the time of receiving
the notice called for under paragraph (c) of this Section 7 and for a
continuous period of 25 months thereafter, Security National shall, upon the
expiration of such 25-month period, deliver to the Holder a new Warrant or
Warrant evidencing the right of the Holder to purchase that number of shares of
Security National Common obtained by multiplying the number of shares of
Security National Common for which the Warrant may at such time be exercised by
a fraction, the numerator of which is the Warrant Repurchase Price less the
portion thereof (if any) theretofore delivered to the Holder and the
denominator of which is the Warrant Repurchase Price, and Security National
shall deliver to the Owner a certificate for the shares of Warrant Stock it is
then so prohibited from repurchasing, and Security National shall have no
further obligation to repurchase such new Warrant or such Warrant Stock
hereunder.
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(e) Notwithstanding anything in this Section 7 to the
contrary, Security National shall be entitled to offset, to the extent
necessary, the amount of the termination fee previously paid pursuant to and in
accordance with Section 11.03(a) of the Supplemental Agreement against any
amounts owed to Huntington in connection with the repurchase of the Warrant or
the Warrant Stock or the payment of out-of-pocket expenses of the sort
described in Section 7(a)(iii).
8. ASSUMPTION OF OBLIGATIONS UNDER THIS AGREEMENT. Security
National will not enter into any transaction described in paragraph 5(a) of the
Warrant unless the "Acquiring Corporation" (as that term is defined in the
Warrant) assumes in writing all the obligations of Security National hereunder.
9. REMEDIES. Without limiting the foregoing or any remedies
available to the Holder, Security National specifically acknowledges that
neither Huntington nor any successor holder of the Warrant would have an
adequate remedy at law for any breach of this Warrant Purchase Agreement and
Security National hereby agrees that Huntington and any successor holder of the
Warrant shall be entitled to specific performance of the obligations of
Security National hereunder and injunctive relief against actual or threatened
violations of the provisions hereof.
10. TERMINATION. This Agreement will terminate upon a termination
of the Warrant in accordance with Section 9 thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Warrant Purchase Agreement as of the day and year first above written.
HUNTINGTON BANCSHARES INCORPORATED
By:___________________________________
Zuheir Sofia, President
SECURITY NATIONAL CORPORATION
By:___________________________________
Michael W. Sheffey, President
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ATTACHMENT A TO WARRANT PURCHASE AGREEMENT
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED WITHOUT BEING SO REGISTERED OR QUALIFIED UNLESS AN EXEMPTION OR
EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE.
WARRANT
TO PURCHASE 500,600 SHARES OF THE COMMON STOCK
OF
SECURITY NATIONAL CORPORATION
This is to certify that, for value received, HUNTINGTON BANCSHARES
INCORPORATED, a Maryland corporation ("Huntington"), is entitled to purchase
from SECURITY NATIONAL CORPORATION, a Delaware corporation ("Security
National"), at any time on or after the date hereof, an aggregate of up to
500,600 shares of the common stock, $1.00 par value per share, of Security
National ("Security National Common"), at a price of $25.56 per share (the
"Exercise Price"), subject to the terms and conditions of this Warrant and a
certain Warrant Purchase Agreement, of even date herewith, between Huntington
and Security National (the "Warrant Purchase Agreement"). The number of shares
of Security National Common which may be received upon the exercise of this
Warrant and the Exercise Price are subject to adjustment from time to time as
hereinafter set forth. The terms and conditions set forth in this Warrant and
the Warrant Purchase Agreement shall be binding upon the respective successors
and assigns of both of the parties hereto. This Warrant is issued in
connection with a certain Agreement and Plan of Merger, dated as of the date
hereof, between Security National and Huntington Bancshares Florida, Inc.
("Huntington Florida"), and a certain Supplemental Agreement, dated as of the
date hereof, among Huntington, Huntington Florida, and Security National
(collectively, the "Merger Documents"), which provide for the merger of
Security National into Huntington Florida (the "Merger"). The term "Holder"
shall mean and refer to the holder of this Warrant from time to time.
1. EXERCISE OF THE WARRANT.
(a) Huntington will not exercise this Warrant unless, and
to the extent required, it has obtained the approval of appropriate regulatory
authorities having jurisdiction, including the Federal Reserve Board, pursuant
to all applicable laws and regulations. Further, subject to the terms and
conditions set forth in this Warrant and in the Warrant Purchase Agreement and
the provisions of applicable law, Huntington will not exercise this Warrant
without the written consent of Security National, except upon the occurrence
of any of the following events:
(i) any willful material breach of the Merger
Documents by Security National or Security National Bank, or any
other material breach of the Merger Documents by Security National
or Security National Bank which would permit Huntington to terminate
the Merger Documents and that is caused by or arises from any act or
failure to act by Security National, Security National Bank, or any
director, officer, shareholder, employee, agent, or other
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person acting on behalf of Security National or Security
National Bank in a manner that is contrary to or inconsistent with
their obligations under this Agreement or the Merger Agreement,
including, without limitation, Security National having entered into
an agreement with any third party that is inconsistent with the
transactions contemplated under the Merger Documents;
(ii) prior to the meeting of the Security
National shareholders duly called and held for the purpose
of approving the Merger in accordance with the terms of the Merger
Documents (the "Shareholders' Meeting"), any person or group of
persons (an "Offeror") submits a proposal to Security National
relating to (1) the possible sale or other disposition of more than 25
percent of the shares of the capital stock or any other class of
voting securities of Security National or Security National Bank,
including, but not limited to, an exchange or tender offer therefor,
(2) the possible sale or other disposition of a majority of the assets
of Security National or Security National Bank, (3) a merger or
consolidation involving Security National Bank, other than a
transaction in which Security National will be the owner of all of the
stock of the surviving corporation following the transaction, or (4) a
merger or consolidation involving Security National, other than a
transaction pursuant to which Security National will be the surviving
corporation and the current shareholders of Security National will be
the owners of a majority of the stock of the surviving corporation
following the transaction (an "Acquisition Proposal") and, within 18
months after the date hereof, Security National enters into an
agreement pursuant to such Acquisition Proposal with the Offeror and
such transaction is consummated within such 18-month period;
(iii) prior to the Shareholders' Meeting, any
person or group of persons commences a tender or exchange offer
to acquire equity securities of Security National if, after giving
effect to such offer, such person or group would own or have the right
to acquire a majority equity interest in Security National (a "Tender
Offer"), and such equity interest is acquired pursuant to such Tender
Offer within 18 months after the date hereof; or
(iv) Security National enters into an agreement
with respect to an Acquisition Proposal after the date hereof
and such transaction is consummated within 18 months after the date
hereof.
(b) As used in this Section 1, "person" or "group of
persons" shall have the meanings assigned to such terms by Section 13(d) of the
1934 Act. For purposes of this Section 1, a Tender Offer which is contingent
upon the expiration of the Warrant is deemed to commence when it is announced.
(c) This Warrant shall be exercised by presentation and
surrender hereof to Security National at its principal office accompanied by
(i) a written notice of exercise for a specified number of shares of Security
National Common, (ii) payment to Security National, for the account of Security
National, of the Exercise Price for the number of shares specified in such
notice, and (iii) a certificate of the Holder stating the event or events that
have occurred which entitle the Holder to exercise this Warrant. The Exercise
Price for the number of shares of Security National Common specified in the
notice shall be payable in immediately available funds.
(d) Upon such presentation and surrender, Security
National shall issue promptly (and within one business day if requested by the
Holder) to the Holder, or any assignee, transferee, or designee permitted by
subparagraph (f) of this Section 1, the shares to which the Holder is entitled
hereunder.
(e) If this Warrant should be exercised in part only,
Security National shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof
to purchase the balance of the shares purchasable hereunder. Upon receipt by
Security National of this Warrant, in proper form for exercise, the Holder
shall be deemed to be the holder of record of the shares of Security National
Common issuable upon such exercise, notwithstanding that the stock transfer
books of Security National shall then be closed or that certificates
representing such shares of Security National Common shall not then be actually
B-45
delivered to the Holder. Security National shall pay all expenses, and any and
all federal, state, and local taxes and other charges that may be payable in
connection with the preparation, issue and delivery of stock certificates under
this Section 1 in the name of the Holder or of any assignee, transferee, or
designee permitted by subparagraph (f) of this Section 1.
(f) This Warrant, once exercisable, or any warrant shares
acquired by the Holder by its exercise, may be sold or transferred only (i) by
private placement to the parties who would thereby be able to acquire not more
than 2.0 percent of the then outstanding shares of Security National Common, or
(ii) through underwriters in a public and dispersed distribution. Prior to
such sale or transfer, Security National shall have a right of first refusal
for not less than all of the shares covered by or issued pursuant to the
Warrant, at the price set by the Holder for private placement or public sale.
2. CERTAIN COVENANTS AND REPRESENTATIONS OF SECURITY NATIONAL.
(a) Security National shall at all times maintain
sufficient authorized but unissued shares of Security National Common so that
this Warrant may be exercised without additional authorization of Security
National Common, after giving effect to all other options, warrants,
convertible securities, and other rights to purchase Security National Common.
(b) Security National represents and warrants to
Huntington that the shares of Security National Common issued upon an exercise
of this Warrant will be duly authorized, fully paid, non-assessable, and
subject to no preemptive rights.
(c) Security National agrees (i) that it will not, by
charter amendment or through reorganization, consolidation, merger, dissolution
or sale of assets, or by any other voluntary act, avoid or seek to avoid the
observance or performance of any of the covenants, stipulations, or conditions
to be observed or performed hereunder by Security National; (ii) promptly to
take all action as may from time to time be required, including, without
limitation (A) complying with all pre-merger notification, reporting, and
waiting period requirements specified in 15 U.S.C. Section 18a and regulations
promulgated thereunder, and (B) in the event, under the Bank Holding Company
Act of 1956, as amended (the "Bank Holding Company Act"), or the Change in Bank
Control Act of 1978, or other statute, the prior approval of the Board of
Governors of the Federal Reserve System or other regulatory agency
(collectively, the "Agencies"), is necessary before the Warrant may be
exercised, cooperate fully with the Holder in preparing such applications and
providing such information to the Agencies as the Agencies may require in order
to permit the Holder to exercise this Warrant and Security National duly and
effectively to issue shares pursuant hereto; and (iii) promptly to take all
action provided herein to protect the rights of the Holder against dilution.
3. FRACTIONAL SHARES. Security National shall not be required to
issue fractional shares of Security National Common upon an exercise of this
Warrant but shall pay for such fraction of a share in cash or by certified or
official bank check at the Exercise Price.
4. EXCHANGE OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof at the principal office of Security National for other Warrants of
different denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Security National Common purchasable
hereunder. The term "Warrant" as used herein includes any warrants for which
this Warrant may be exchanged. Upon receipt by Security National of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and (in the case of loss, theft, or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, Security National will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of Security
National, whether or not the Warrant so lost, stolen, destroyed, or mutilated
shall at any time be enforceable by anyone.
B-46
5. CERTAIN TRANSACTIONS.
(a) In case Security National shall (i) consolidate with
or merge into any Person, other than Huntington or one of its Affiliates, and
shall not be the continuing or surviving corporation of such consolidation or
merger, (ii) permit any Person, other than Huntington or one of its Affiliates,
to merge into Security National and Security National shall be the continuing
or surviving corporation, but, in connection with such merger, the then
outstanding shares of Security National Common shall be changed into or
exchanged for stock or other securities of any other Person or cash or any
other property or the then outstanding shares of Security National Common shall
after such merger represent less than 50% of the outstanding shares and share
equivalents, or (iii) sell or otherwise transfer all or substantially all of
its assets or the assets of Security National Bank, a wholly owned subsidiary
of Security National, to any Person, other than Huntington or one of its
Affiliates, then, and in any such case, the agreement governing such
transaction shall make proper provision so that this Warrant shall, upon the
consummation of any such transaction and upon the terms and conditions set
forth herein, be converted into, or exchanged for, a warrant, at the option of
the Holder, of either (A) the Acquiring Corporation (as hereinafter defined),
(B) any company which controls the Acquiring Corporation, or (C) in the case of
a merger described in clause (a)(ii) above, Security National, in which case
such warrant shall be a newly issued warrant (in any such case, the "Substitute
Warrant").
(b) The following terms have the meanings indicated:
(i) "Acquiring Corporation" shall mean (A) the
continuing or surviving corporation of a consolidation or
merger with Security National (if other than Security National), (B)
the corporation merging into Security National in a merger in which
Security National is the continuing or surviving person and in
connection with which the then outstanding shares of Security National
Common are changed into or exchanged for stock or other securities of
any other Person or cash or any other property or the then outstanding
shares of Security National Common shall after such merger represent
less than 50% of the outstanding shares and share equivalents, or (C)
the transferee of all or substantially all of Security National's
assets;
(ii) "Substitute Common Stock" shall mean the
common stock issued by the issuer of the Substitute Warrant;
(iii) "Assigned Value" shall mean the
Market/Offer Price as determined pursuant to paragraph 7(b) of
the Warrant Purchase Agreement; provided, however, that in the event
of a sale of all or substantially all of Security National's assets,
the Assigned Value shall be the sum of the price paid in such sale for
such assets and the current market value of the remaining assets of
Security National as determined by a recognized investment banking
firm selected by the Holder, divided by the number of shares of
Security National Common outstanding at the time of such sale;
(iv) "Average Price" shall mean the average
closing price of a share of Substitute Common Stock for the one
year immediately preceding the consolidation, merger or sale in
question, but in no event higher than the closing price of the shares
of Substitute Common Stock on the day preceding such consolidation,
merger, or sale; provided that if Security National is the issuer of
the Substitute Warrant, the Average Price shall be computed with
respect to a share of the common stock issued by the Person merging
into Security National or by any company which controls such Person,
as the Holder may elect;
(v) A "Person" shall mean any individual, firm,
corporation or other entity and include as well any syndicate
or group deemed to be a "person" by Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended; and
B-47
(vi) "Affiliate" shall have the meaning ascribed
to such term in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
(c) The Substitute Warrant shall have the same terms as
this Warrant provided that if the terms of the Substitute Warrant cannot, for
legal reasons, be the same as this Warrant, such terms shall be as similar as
possible and in no event less advantageous to the Holder. The issuer of the
Substitute Warrant shall also enter into an agreement with the then Holder of
the Substitute Warrant in substantially the same form as the Warrant Purchase
Agreement, which shall be applicable to the Substitute Warrant.
(d) The Substitute Warrant shall be exercisable for such
number of shares of Substitute Common Stock as is equal to the Assigned Value
multiplied by the number of shares of Security National Common for which this
Warrant is then exercisable, divided by the Average Price. The exercise price
of the Substitute Warrant per share of Substitute Common Stock shall be equal
to the Exercise Price multiplied by a fraction in which the numerator is the
number of shares of Security National Common for which this Warrant is then
exercisable and the denominator is the number of shares of Substitute Common
Stock for which the Substitute Warrant is exercisable.
6. RIGHTS OF THE HOLDER; REMEDIES.
(a) The Holder shall not, by virtue hereof, be entitled
to any rights of a shareholder in Security National.
(b) Without limiting the foregoing or any remedies
available to the Holder, Security National specifically acknowledges that
neither Huntington nor any successor holder of this Warrant would have an
adequate remedy at law for any breach of this Warrant and Security National
hereby agrees that Huntington and any successor holder of this Warrant shall be
entitled to specific performance of the obligations of Security National
hereunder and injunctive relief against actual or threatened violations of the
provisions hereof.
7. ANTIDILUTION PROVISIONS. The number of shares of Security
National Common purchasable upon the exercise hereof shall be subject to
adjustment from time to time as provided in this Section 7.
(a) In the event that Security National issues any
additional shares of Security National Common at any time after the date hereof
(including pursuant to stock option plans), the number of shares of Security
National Common which can be purchased pursuant to this Warrant shall be
increased by an amount equal to 24.9 percent of the additional shares so
issued.
(b) (i) In case Security National shall pay or make a
dividend or other distribution of any class of capital stock of Security
National in Security National Common, the number of shares of Security National
Common purchasable upon exercise hereof shall be increased by multiplying such
number of shares by a fraction of which the denominator shall be the number of
shares of Security National Common outstanding at the close of business on the
day immediately preceding the date of such distribution and the numerator shall
be the sum of such number of shares and the total number of shares constituting
such dividend or other distribution, such increase to become effective
immediately after the opening of business on the day following such
distribution.
(ii) In case outstanding shares of Security
National Common shall be subdivided into a greater number of shares of Security
National Common, the number of shares of Security National Common purchasable
upon exercise hereof at the opening of business on the day following the day
upon which such subdivision becomes effective shall be proportionately
increased, and, conversely, in case outstanding shares of Security National
Common shall each be combined into a smaller number of shares of Security
National Common, the number of shares of Security National Common purchasable
upon exercise hereof at the opening of business on the day following the day
upon which such combination becomes effective shall be proportionately
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decreased, such increase or decrease, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(iii) The reclassification (including any
reclassification upon a merger in which Security National is the continuing
corporation) of Security National Common into securities including other than
Security National Common shall be deemed to involve a subdivision or
combination, as the case may be, of the number of shares of Security National
Common outstanding immediately prior to such reclassification into the number
of shares of Security National Common outstanding immediately thereafter and
the effective date of such reclassification shall be deemed to be the day upon
which such subdivision or combination becomes effective, as the case may be,
within the meaning of clause (ii) above.
(iv) Security National may make such increases in
the number of shares of Security National Common purchasable upon exercise
hereof, in addition to those required by this paragraph (b), as shall be
determined by its Board of Directors to be advisable in order to avoid taxation
so far as practicable of any dividend of stock or stock rights or any event
treated as such for Federal income tax purposes to the recipients.
(c) Whenever the number of shares of Security National
Common purchasable upon exercise hereof is adjusted pursuant to paragraph (b)
above, the Exercise Price shall be adjusted by multiplying the Exercise Price
by a fraction the numerator of which is equal to the number of shares of
Security National Common purchasable prior to the adjustment and the
denominator of which is equal to the number of shares of Security National
Common purchasable after the adjustment.
(d) For the purpose of this Section 7, the term "Security
National Common" shall include any shares of Security National of any class or
series which has no preference or priority in the payment of dividends or in
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution, or winding up of Security National and which is not subject to
redemption by Security National.
8. NOTICE.
(a) Whenever the number of shares of Security National
Common for which this Warrant is exercisable is adjusted as provided in
Section 7 hereof, Security National shall promptly compute such adjustment and
mail to the Holder a certificate, signed by a principal financial officer of
Security National, setting forth the number of shares of Security National
Common for which this Warrant is exercisable and the adjusted Exercise Price as
a result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment will become
effective.
(b) Upon the occurrence of an event which results in this
Warrant and/or the "Warrant Stock" (as such term is defined in the Warrant
Purchase Agreement) becoming repurchasable as provided in Section 7 of the
Warrant Purchase Agreement, Security National shall (i) promptly notify the
Holder and/or the "Owner" (as that term is defined in the Warrant Purchase
Agreement) of such event, (ii) promptly compute the "Warrant Repurchase Price"
and the "Warrant Stock Repurchase Price" (as such terms are defined in the
Warrant Purchase Agreement), and (iii) furnish to the Holder and/or the Owner a
certificate, signed by the chief financial officer of Security National,
setting forth the Warrant Repurchase Price and/or the Warrant Stock Repurchase
Price and the basis and computation thereof.
(c) Upon the occurrence of an event which results in this
Warrant becoming convertible into, or exchangeable for, the Substitute Warrant,
as provided in Section 5 hereof, Security National and the Acquiring
Corporation shall promptly notify the Holder of such event; and, upon receipt
from the Holder of its choice as to the issuer of the Substitute Warrant, the
Acquiring Corporation shall promptly compute the number of shares of Substitute
Common Stock for which the Substitute Warrant is exercisable and furnish to the
Holder a certificate, signed by a
B-49
principal financial officer of the Acquiring Corporation, setting forth the
number of shares of Substitute Common Stock for which the Substitute Warrant is
exercisable, the Substitute Warrant exercise price, a computation thereof, and
when such adjustment will become effective.
9. TERMINATION. This Warrant and the rights conferred hereby
shall terminate upon the earliest of (i) six months after the occurrence of the
first to occur of any of the events described in paragraph 1(a) of this
Warrant, (ii) the Effective Date of the Merger, or (iii) six months after the
termination of the Merger Documents in accordance with the terms thereof.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of
this 12th day of July, 1994.
ATTEST: SECURITY NATIONAL CORPORATION
By:_______________________________ By:_______________________________
Michael W. Sheffey, President
Title:____________________________
B-50
EXHIBIT C
THE ROBINSON-HUMPHREY COMPANY, INC.
CORPORATE FINANCE INVESTMENT BANKERS
DEPARTMENT SINCE 1894
___________ __, 1995
Board of Directors
Security National Corporation
253 North Orlando Avenue
Maitland, Florida 32751
Gentlemen:
In connection with the proposed acquisition of Security National
Corporation ("SNC") by Huntington Bancshares Incorporated ("HBAN") (the
"Merger"), you have asked us to render an opinion as to whether the financial
terms of the Merger, as provided in the Agreement and Plan of Merger dated as
of July 12, 1994 among such parties (the "Merger Agreement"), are fair, from a
financial point of view, to the stockholders of SNC. Under the terms of the
Merger, holders of all outstanding shares of SNC stock will receive shares of
HBAN common stock equal to 2.10x the SNC fully-diluted book value at December
31, 1994 for each SNC share, subject to adjustment under certain circumstances.
Our firm, as part of its investment banking business, is frequently
involved in the valuation of securities as related to public underwritings,
private placements, mergers, acquisitions, recapitalizations and other
purposes.
In connection with our study for rendering this opinion, we have
reviewed the Merger Agreement, SNC's financial results for fiscal years 1989,
1990, 1991, 1992 and 1993, and the quarters ended March 31, 1994, and June 30,
1994 and certain documents and information we deem relevant to our analysis.
We have also held discussions with our senior management of SNC for the purpose
of reviewing the historical and current operations of, and outlook for SNC,
industry trends, the terms of the proposed Merger, and related matters.
We have also studied published financial data concerning certain other
publicly traded banks which we deem comparable to SNC as well as certain
financial data relating to acquisitions of other banks that we deem relevant or
comparable. In addition, we have reviewed other published information,
performed certain financial analyses and considered other factors and
information which we deem relevant.
As the proposed Merger Agreement entails the issuance of shares of
HBAN as the consideration to be paid to SNC stockholders, we have examined
publicly available information, as well as internal data, relating to HBAN
including its historical financial statements, from 1989 up through and
including the fiscal year ended December 31, 1993, and the quarter ended March
31, 1994. We are generally familiar with HBAN's business practices and in the
course of business, our firm publishes research coverage of HBAN from time to
time.
In rendering this opinion, we have relied upon the accuracy of the
Merger Agreement, the financial information listed above, and other information
furnished to us by SNC and HBAN. We have not separately verified this
information nor have we made an independent evaluation of any of the assets or
liabilities of SNC and HBAN.
Based upon the foregoing, our experience as investment bankers, and
upon current market and economic conditions, and such other facts as we deemed
relevant, we are of the opinion that, from a financial point of view, the terms
of the Merger as provided in the Merger Agreement are fair to the stockholders
of SNC.
Very truly yours,
THE ROBINSON-HUMPHREY COMPANY, INC.
ATLANTA FINANCIAL CENTER
3333 PEACHTREE ROAD, NE - ATLANTA, GEORGIA 3026
(404) 266-6000
C-1
EXHIBIT D
DELAWARE GENERAL CORPORATION LAW
SECTION 262
APPRAISAL RIGHTS
(a) Any stockholder of a corporation of this State who holds
shares of stock on the date of the making of a demand pursuant to subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation.
(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger or
consolidation to be effected pursuant to Sections 251, 252, 254, 257,
258 or 263 of this title:
(1) Provided, however, that no appraisal rights under
this section shall be available for the shares of any class or series of stock
which, at the record date fixed to determine the stockholders entitled to
receive notice of and to vote at the meeting of stockholders to act upon the
agreement of merger or consolidation, were either (i) listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc. or (ii) held of record by more than 2,000 stockholders; and further
provided that no appraisal rights shall be available for any shares of stock of
the constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation as
provided in subsection (f) of Section 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders thereof
are required by the terms of an agreement of merger or consolidation pursuant
to Sections 251, 252, 254, 257, 258 and 263 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or
resulting from such merger or consolidation;
b. Shares of stock of any other corporation which at
the effective date of the merger or consolidation
will be either listed on a national securities
exchange or designated as a national market
system security on an interdealer quotation
system by the National Association of Securities
Dealers, Inc. or held of record by more than
2,000 stockholders;
c. Cash in lieu of fractional shares of the
corporations described in the foregoing
subparagraphs a. and b. of this paragraph; or
d. Any combination of the shares of stock and cash
in lieu of fractional shares described in the
foregoing subparagraphs a., b. and c. of this
paragraph.
D-1
(3) In the event all of the stock of a subsidiary
Delaware corporation party to a merger effected under Section 253 of this title
is not owned by the parent corporation immediately prior to the merger,
appraisal rights shall be available for the shares of the subsidiary Delaware
corporation.
(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be available for
the shares of any class or series of its stock as a result of an amendment to
its certificate of incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the procedures of this section, including those set
forth in subsections (d) and (e) of this section, shall apply as nearly as is
practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be submitted for
approval at a meeting of stockholders, the corporation, not less than 20 days
prior to the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal rights
are available pursuant to subsections (b) or (c) hereof that appraisal rights
are available for any or all of the shares of the constituent corporations, and
shall include in such notice a copy of this section. Each stockholder electing
to demand the appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written
demand as herein provided. Within 10 days after the effective date of such
merger or consolidation, the surviving or resulting corporation shall notify
each stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant
to Sections 228 or 253 of this title, the surviving or resulting
corporation, either before the effective date of the merger or consolidation or
within 10 days thereafter, shall notify each of the stockholders entitled to
appraisal rights of the effective date of the merger or consolidation and that
appraisal rights are available for any or all of the shares of the constituent
corporation, and shall include in such notice a copy of this section. The
notice shall be sent by certified or registered mail, return receipt requested,
addressed to the stockholder at his address as it appears on the records of the
corporation. Any stockholder entitled to appraisal rights may, within 20 days
after the date of mailing of the notice, demand in writing from the surviving
or resulting corporation the appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal of
his shares.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements
of subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after his written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.
D-2
(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The Register in Chancery,
if so ordered by the Court, shall give notice of the time and place fixed for
the hearing of such petition by registered or certified mail to the surviving
or resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.
(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to be
paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.
(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of this State
or of any state.
(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as provided
in subsection (d) of this section shall be entitled to vote such stock
for any purpose or to receive payment of dividends or other distributions on
the stock (except dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the merger or
consolidation); provided, however, that if no petition for an appraisal shall
be filed within the time provided in subsection (e) of this section, or if such
stockholder shall deliver to the surviving or resulting corporation a written
withdrawal of his demand for an appraisal and an acceptance of the merger or
consolidation, either within 60 days after the effective date of the merger or
consolidation as provided in subsection (e) of this section or thereafter with
the written approval of the corporation, then
D-3
the right of such stockholder to an appraisal shall cease. Notwithstanding the
foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and such approval may
be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which
the shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation. (Last amended by Ch.
337, L. '92, eff. 7-1-92.)
D-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation, as amended, provide that
it shall indemnify its directors to the full extent of the general laws of the
State of Maryland now or hereafter in force, including the advance of expenses
to directors subject to procedures provided by such laws; its officers to the
same extent it shall indemnify its directors; and its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law.
Section 2-418 of the Maryland general corporation law provides, in
substance, that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director in
connection with the proceeding, unless it is proved that the act or omission of
the director was material to the cause of action adjudicated in the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty; or the director actually received an improper personal benefit in
money, property or services; or, in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Notwithstanding the above, a director may not be indemnified in respect of any
proceeding, by or in the right of the corporation, in which such director shall
have been adjudged liable to the corporation or in respect of any proceeding
charging improper receipt of a personal benefit.
Termination of any proceeding by judgment, order or settlement does
not create a presumption that the director did not meet the requisite standard
of conduct. Termination of any proceeding by conviction, or plea of nolo
contendere or its equivalent, or entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director did not meet the
requisite standard of conduct. Indemnification is not permitted unless
authorized for a specific proceeding, after a determination that
indemnification is permissible because the requisite standard of conduct has
been met (1) by a majority of a quorum of directors not at the time parties to
the proceeding (or a majority of a committee of two or more such directors
designated by the full board); (2) by special legal counsel selected by the
board of directors; or (3) by the stockholders.
The reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of both a written
affirmation by the director of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met, and a
written undertaking by or on behalf of the director to repay the amount if it
shall be ultimately determined that the standard of conduct has not been met.
The indemnification and advancement of expenses provided or authorized
by Section 2-418 are not exclusive of any other rights to which a director may
be entitled both as to action in his official capacity and as to action in
another capacity while holding such office.
Pursuant to Section 2-418, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or who, while serving in such capacity, is or was
at the request of the corporation serving as a director, officer, partner,
trustee, employee or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against and incurred by such
person in any such capacity or arising out of such person's position, whether
or not the corporation would have the power to indemnify against liability
under Section 2-418. A corporation may provide similar protection, including a
trust fund, letter of credit or surety bond, which is not inconsistent with
Section 2-418. A subsidiary or an affiliate of the corporation may provide the
insurance or similar protection.
II-1
Subject to certain exceptions, the directors and officers of the
Registrant and its affiliates are insured to the extent of 100% of loss up to a
maximum of $25,000,000 (subject to certain deductibles) in each policy year
because of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as such directors or officers and up to a
maximum of $10,000,000 (subject to certain deductibles) in each policy year
because of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as fiduciaries in the administration of
certain of the Registrant's employee benefit programs. The Registrant is
insured, subject to certain retentions and exceptions, to the extent it shall
have indemnified the directors and officers for such loss.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
2(a) Agreement and Plan of Merger, dated as of July 12, 1994, between Huntington Bancshares Florida, Inc. and Security
National Corporation (Attached as Exhibit A to the Prospectus filed herewith).
2(b) Supplemental Agreement, dated as of July 12, 1994, among Huntington Bancshares Incorporated, Huntington
Bancshares Florida, Inc. and Security National Corporation (Attached as Exhibit B to the Prospectus
filed herewith).
2(c) * Warrant Purchase Agreement, dated as of July 12, 1994, between Huntington Bancshares Incorporated and Security
National Corporation.
2(d) * Warrant to purchase 500,600 shares of common stock, dated as of July 12, 1994, issued by Security National
Corporation in favor of Huntington Bancshares Incorporated.
3(i) Articles of Restatement of Charter, Articles of Amendment to Articles of Restatement of Charter, and Articles
Supplementary of Huntington Bancshares Incorporated (Exhibit 3(i) to Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference).
3(ii) Bylaws of Huntington Bancshares Incorporated (Exhibit 3(b) to Form 10-K for the year ended December 31, 1987, and
incorporated herein by reference).
4(a) Articles Fifth, Eighth and Tenth of the Articles of Restatement of Charter of Huntington Bancshares Incorporated
(Exhibit 3(i) to Form 10-K for the year ended December 31, 1993, and incorporated herein by reference).
4(b) Rights Agreement, dated as of February 22, 1990, between Huntington Bancshares Incorporated and The Huntington
Trust Company, National Association, as Rights Agent, which includes as Exhibit A Articles Supplementary
setting forth the terms of the Series A Junior Participating Preferred Stock, as Exhibit B the form of Right
Certificate, and as Exhibit C the Summary of Rights to Purchase Series A Junior Participating Preferred Stock
of Huntington Bancshares Incorporated (Exhibit 1 to Form 8-A, dated as of February 22, 1990, and Exhibit 4 to
Form 8-K, dated as of February 21, 1990, and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
8 * Opinion of Porter, Wright, Morris & Arthur regarding tax matters.
II-2
10(a) * Schedule identifying material details of Shareholder Agreements substantially identical to Exhibit B to
Exhibit 2(b) above.
10(b) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst
(Exhibit 10(a) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(c) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia
(Exhibit 10(b) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(d) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and W. Lee
Hoskins (Exhibit 10(c) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(e) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst
(Exhibit 10(f) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(f) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia
(Exhibit 10(g) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(g) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and W. Lee
Hoskins (Exhibit 10(h) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(h) Huntington Bancshares Incorporated Incentive Compensation Plan (Exhibit 10(i) to Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference).
10(i) Huntington Bancshares Incorporated Long-Term Incentive Compensation Plan (Exhibit 10(j) to Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference).
10(j) Huntington Bancshares Incorporated Supplemental Executive Retirement Plan (Exhibit 10(g) to Form 10-K for the
year ended December 31, 1987, and incorporated herein by reference).
10(k) Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Directors (Exhibit 4(a) of
Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 33-10546, filed with
the Securities and Exchange Commission on January 28, 1991, and incorporated herein by reference).
10(l) Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated
Directors (Exhibit 4(a) of Registration Statement on Form S-8, Registration No. 33-41774, filed with the
Securities and Exchange Commission on July 19, 1991, and incorporated herein by reference).
10(m) Huntington Bancshares Incorporated Retirement Plan For Outside Directors (Exhibit 10(t) to Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference).
10(n) Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust (Exhibit 4(a) of Registration Statement
on Form S-8, Registration No. 33-44208, filed with the Securities and Exchange Commission on November 26, 1991,
and incorporated herein by reference).
II-3
10(o)(1) Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 4A of Registration Statement on Form S-8,
Registration No. 2-89672, filed with the Securities and Exchange Commission on February 27, 1984, and
incorporated herein by reference).
10(o)(2) Second Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(j)(2) to
Form 10-K for the year ended December 31, 1987, and incorporated herein by reference).
10(o)(3) Third Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(j)(3) to
Form 10-K for the year ended December 31, 1987, and incorporated herein by reference).
10(o)(4) Fourth Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(m)(4) to
Form 10-K for the year ended December 31, 1993, and incorporated herein by reference).
10(p)(1) Huntington Bancshares Incorporated 1990 Stock Option Plan (Exhibit 4(a) of Registration Statement on Form S-8,
Registration No. 33-37373, filed with the Securities and Exchange Commission on October 18, 1990, and
incorporated herein by reference).
10(p)(2) First Amendment to the Huntington Bancshares Incorporated 1990 Stock Option Plan (Exhibit 10(q)(2) to
Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
21 * Subsidiaries of the Registrant.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibits 5 and 8 filed herewith).
23(b) * Consent of Ernst & Young LLP re: financial statements of Huntington Bancshares Incorporated.
23(c) * Consent of Price Waterhouse LLP re: financial statements of Security National Corporation.
23(d) * Consent of The Robinson-Humphrey Company, Inc.
24 * Powers of Attorney.
_____________________
* Filed herewith
(b) FINANCIAL STATEMENT SCHEDULES
None.
II-4
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of the Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the Registration Statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Registration Statement, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on January 27, 1995.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Ralph K. Frasier
-----------------------------------
Ralph K. Frasier
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
*Frank Wobst )
- ------------------------------- Chairman and Chief Executive
II-6
*John B. Gerlach )
- ----------------------------- Director )
John B. Gerlach )
)
)
*Wm. J. Lhota )
- ------------------------------ Director )
Wm. J. Lhota )
)
)
)
- ------------------------------ Director )
Gerald E. Mayo )
)
)
*Timothy P. Smucker ) January 27, 1995
- ------------------------- Director )
Timothy P. Smucker )
)
)
*Marvin E. White )
- ---------------------------- Director )
Marvin E. White )
)
)
*William J. Williams )
- --------------------------- Director )
William J. Williams )
)
)
*Milton A. Wolf Director )
- ----------------------------- )
Milton A. Wolf )
*By: /s/ Ralph K. Frasier
---------------------------------------------
Ralph K. Frasier, Secretary, Huntington
Bancshares Incorporated, attorney-in-fact
for each of the persons indicated
II-7
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2(a) Agreement and Plan of Merger, dated as of July 12, 1994, between Huntington Bancshares Florida, Inc. and Security
National Corporation (Attached as Exhibit A to the Prospectus filed herewith).
2(b) Supplemental Agreement, dated as of July 12, 1994, among Huntington Bancshares Incorporated, Huntington
Bancshares Florida, Inc. and Security National Corporation (Attached as Exhibit B to the Prospectus filed
herewith).
2(c) * Warrant Purchase Agreement, dated as of July 12, 1994, between Huntington Bancshares Incorporated and Security
National Corporation.
2(d) * Warrant to purchase 500,600 shares of common stock, dated as of July 12, 1994, issued by Security National
Corporation in favor of Huntington Bancshares Incorporated.
3(i) Articles of Restatement of Charter, Articles of Amendment to Articles of Restatement of Charter, and Articles
Supplementary of Huntington Bancshares Incorporated (Exhibit 3(i) to Form 10-K for the year ended December 31,
1993, and incorporated herein by reference).
3(ii) Bylaws of Huntington Bancshares Incorporated (Exhibit 3(b) to Form 10-K for the year ended December 31, 1987, and
incorporated herein by reference).
4(a) Articles Fifth, Eighth and Tenth of the Articles of Restatement of Charter of Huntington Bancshares Incorporated
(Exhibit 3(i) to Form 10-K for the year ended December 31, 1993, and incorporated herein by reference).
4(b) Rights Agreement, dated as of February 22, 1990, between Huntington Bancshares Incorporated and The Huntington
Trust Company, National Association, as Rights Agent, which includes as Exhibit A Articles Supplementary
setting forth the terms of the Series A Junior Participating Preferred Stock, as Exhibit B the form of Right
Certificate, and as Exhibit C the Summary of Rights to Purchase Series A Junior Participating Preferred Stock of
Huntington Bancshares Incorporated (Exhibit 1 to Form 8-A, dated as of February 22, 1990, and Exhibit 4 to Form
8-K, dated as of February 21, 1990, and incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
8 * Opinion of Porter, Wright, Morris & Arthur regarding tax matters.
10(a) * Schedule identifying material details of Shareholder Agreements substantially identical to Exhibit B to Exhibit
2(b) above.
10(b) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst
(Exhibit 10(a) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(c) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia
(Exhibit 10(b) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(d) Employment Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and W. Lee
Hoskins (Exhibit 10(c) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(e) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Frank Wobst
(Exhibit 10(f) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(f) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and Zuheir Sofia
(Exhibit 10(g) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(g) Executive Agreement, dated as of September 16, 1991, between Huntington Bancshares Incorporated and W. Lee
Hoskins (Exhibit 10(h) to Form 10-K for the year ended December 31, 1991, and incorporated herein by reference).
10(h) Huntington Bancshares Incorporated Incentive Compensation Plan (Exhibit 10(i) to Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference).
10(i) Huntington Bancshares Incorporated Long-Term Incentive Compensation Plan (Exhibit 10(j) to Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference).
10(j) Huntington Bancshares Incorporated Supplemental Executive Retirement Plan (Exhibit 10(g) to Form 10-K for the
year ended December 31, 1987, and incorporated herein by reference).
10(k) Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Directors (Exhibit 4(a) of
Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 33-10546, filed with the
Securities and Exchange Commission on January 28, 1991, and incorporated herein by reference).
10(l) Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares Incorporated
Directors (Exhibit 4(a) of Registration Statement on Form S-8, Registration No. 33-41774, filed with the
Securities and Exchange Commission on July 19, 1991, and incorporated herein by reference).
10(m) Huntington Bancshares Incorporated Retirement Plan For Outside Directors (Exhibit 10(t) to Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference).
10(n) Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust (Exhibit 4(a) of Registration Statement
on Form S-8, Registration No. 33-44208, filed with the Securities and Exchange Commission on November 26, 1991,
and incorporated herein by reference).
10(o)(1) Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 4A of Registration Statement on Form S-8,
Registration No. 2-89672, filed with the Securities and Exchange Commission on February 27, 1984, and
incorporated herein by reference).
10(o)(2) Second Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(j)(2) to Form 10-K
for the year ended December 31, 1987, and incorporated herein by reference).
10(o)(3) Third Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(j)(3) to Form 10-K
for the year ended December 31, 1987, and incorporated herein by reference).
10(o)(4) Fourth Amendment to the Huntington Bancshares Incorporated 1983 Stock Option Plan (Exhibit 10(m)(4) to Form 10-K
for the year ended December 31, 1993, and incorporated herein by reference).
10(p)(1) Huntington Bancshares Incorporated 1990 Stock Option Plan (Exhibit 4(a) of Registration Statement on Form S-8,
Registration No. 33-37373, filed with the Securities and Exchange Commission on October 18, 1990, and
incorporated herein by reference).
10(p)(2) First Amendment to the Huntington Bancshares Incorporated 1990 Stock Option Plan (Exhibit 10(q)(2) to Form 10-K
for the year ended December 31, 1991, and incorporated herein by reference).
21 * Subsidiaries of the Registrant.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibits 5 and 8 filed herewith).
23(b) * Consent of Ernst & Young LLP re: financial statements of Huntington Bancshares Incorporated.
23(c) * Consent of Price Waterhouse LLP re: financial statements of Security National Corporation.
23(d) * Consent of The Robinson-Humphrey Company, Inc.
24 * Powers of Attorney.
_____________________
* Filed herewith