8-K: Current report filing
Published on October 15, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: SEPTEMBER 30, 1997
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HUNTINGTON BANCSHARES INCORPORATED
(Exact Name of Registrant as specified in its charter)
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Maryland 0-2525 31-0724920
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF INCORPORATION) IDENTIFICATION NUMBER)
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Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 30, 1997, First Michigan Bank Corporation, a Michigan
corporation and a registered bank holding company ("First Michigan"), was merged
(the "Merger") into Huntington Bancshares Incorporated, a Maryland corporation
and a registered bank holding company ("Huntington"), pursuant to the terms of
an Agreement and Plan of Merger and a Supplemental Agreement (collectively, the
"Merger Agreements"). As a result of the Merger, each outstanding share of First
Michigan's common stock, $1.00 par value ("First Michigan Common"), was
converted into 1.155 shares of Huntington's common stock, without par value
("Huntington Common"). Cash was paid for fractional shares. Approximately 32.2
million Huntington Common shares were issued in the Merger. In addition, each
outstanding First Michigan stock option was converted into an option to acquire
Huntington Common, with the number of Huntington Common shares subject to such
option equal to the number of First Michigan shares subject to the First
Michigan stock option multiplied by 1.155, rounded to the nearest whole share.
The Merger was accounted for as a pooling of interests under generally accepted
accounting principles. A copy of the News Release, dated September 30, 1997,
issued by Huntington relating to the consummation of the Merger is attached as
Exhibit 99(a) and is incorporated herein by reference.
Huntington's Registration Statement on Form S-4 (Registration No.
333-30313), which was declared effective by the Securities and Exchange
Commission on July 11, 1997 (the "Registration Statement"), sets forth certain
information concerning Huntington, First Michigan, and the Merger, including
without limitation, a description of the assets involved, the nature and amount
of consideration paid by Huntington, the method used for determining the amount
of such consideration, the nature of any material relationships between First
Michigan and Huntington or any officer or director of Huntington or any
associate of any such officer or director, the nature of First Michigan's
business and Huntington's intended use of the assets acquired in the Merger.
Such information, and the information set forth under the heading "Private
Securities Litigation Reform Act of 1995 - Forward Looking Statement
Disclosure" of Item 5, are incorporated herein by reference as additional
information in response to Item 2 of this Current Report on Form 8-K.
ITEM 5. OTHER INFORMATION.
On October 14, 1997, Huntington issued a news release announcing its
earnings for the third quarter and nine months ended September 30, 1997. The
information contained in the News Release, which is attached to this report as
Exhibit 99(b), is incorporated herein by reference.
Private Securities Litigation Reform Act of 1995 - Forward Looking Statement
Disclosure
The information contained or incorporated by reference in this
Current Report on Form 8-K may contain forward-looking statements which are
subject to numerous assumptions, risks, and uncertainties. Actual results could
differ materially from those contained or implied by such statements for a
variety of factors, including: changes in economic conditions, movements in
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interest rates, competitive pressures on product pricing and services, success
and timing of business strategies, and the nature and extent of legislative and
regulatory actions and reforms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The historical financial statements of First Michigan required by
Item 7(a) of Form 8-K will be filed by amendment to this Current
Report on Form 8-K not later than December 12, 1997.
(b) The following pro forma financial statements, which were included
on pages F-1 through F-7 of the Proxy Statement/Prospectus, dated
September 23, 1997, previously filed with the Securities and
Exchange Commission pursuant to 424(b)(3), are incorporated herein
by reference:
Introduction to Pro Forma Consolidated Financial Statements
Pro Forma Consolidated Balance Sheet as of June 30, 1997
Pro Forma Consolidated Statement of Income for the six months ended
June 30, 1997
Pro Forma Consolidated Statement of Income for the year ended
December 31, 1996
Pro Forma Consolidated Statement of Income for the year ended
December 31, 1995
Pro Forma Consolidated Statement of Income for the year ended
December 31, 1994
Notes to Pro Forma Consolidated Financial Statements
(c) Exhibits.
2(a) Agreement and Plan of Merger, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank
Corporation -- previously filed as Exhibit A to the Joint
Proxy Statement/Prospectus, dated July 11, 1997, filed with
the Securities and Exchange Commission pursuant to 424(b)(3),
and incorporated herein by reference.
2(b) Supplemental Agreement, dated May 5, 1997, between Huntington
Bancshares Incorporated and First Michigan Bank Corporation --
previously filed as Exhibit B to the Joint Proxy
Statement/Prospectus, dated July 11, 1997, filed with the
Securities and Exchange Commission pursuant to 424(b)(3), and
incorporated herein by reference.
2(c) Warrant Purchase Agreement, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank
Corporation -- previously filed as Exhibit 2(c) to Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on May 7, 1997, and incorporated herein by
reference.
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2(d) Warrant to Purchase 5,268,716 shares of First Michigan Bank
Corporation common stock, dated May 5, 1997 -- previously
filed as Exhibit 2(d) to Current Report on Form 8-K, filed
with the Securities and Exchange Commission on May 7, 1997,
and incorporated herein by reference.
2(e) Agreement Not to Exercise Share Appreciation Rights, dated May
5, 1997, executed by certain executives of First Michigan Bank
Corporation -- previously filed as Exhibit 2(e) to
Registration Statement on Form S-4 (Registration No.
333-30313), filed with the Securities and Exchange Commission
on June 27, 1997, and incorporated herein by reference.
99(a) News Release, dated September 30, 1997, relating to the merger
of First Michigan Bank Corporation with and into Huntington
Bancshares Incorporated.
99(b) News Release, dated October 14, 1997, relating to Huntington's
earnings for the third quarter and nine months ended September
30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED
Date: October 15, 1997 By: /s/ GERALD R. WILLIAMS
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Gerald R. Williams
Executive Vice President
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