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SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-2525
A. Full Title of the Plan and the address of the Plan, if different from that
of the issuer named below:
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 1994 and 1993 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 1994, 1993, and 1992 5
Notes to Financial Statements 6
Exhibit
Consent of Independent Auditors 10
</TABLE>
2
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[ERNST & YOUNG LETTERHEAD]
Report of Independent Auditors
Board of Directors
Huntington Bancshares Incorporated
We have audited the accompanying statements of financial condition of the
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust (The
"Plan") as of December 31, 1994 and 1993, and the related statements of income
and changes in plan equity for each of the three years in the period ended
December 31, 1994. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Huntington Supplemental
Stock Purchase and Tax Savings Plan and Trust at December 31, 1994 and 1993, and
the results of its operations and the changes in its plan equity for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
March 27, 1995
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
1994 1993
----------- -----------
<S> <C> <C>
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock - 67,820 shares and
45,547 shares; Cost - $884,651
and $675,054 (Note 4) $ 1,169,900 $ 1,076,048
Contributions receivable 20,114 15,060
Accrued dividends and interest receivable 13,414 8,904
Cash and cash equivalents (Note 2) 39 32
----------- -----------
TOTAL ASSETS $ 1,203,467 $ 1,100,044
=========== ===========
LIABILITIES AND PLAN EQUITY
Stock purchase payable --- $ 15,043
Plan Equity $ 1,203,467 1,085,001
----------- -----------
TOTAL LIABILITIES AND
PLAN EQUITY $ 1,203,467 $ 1,100,044
=========== ===========
</TABLE>
See notes to financial statements.
4
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year ended December 31,
1994 1993 1992
------------ ----------- ------------
<S> <C> <C> <C>
Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 43,860 $ 34,742 $ 25,274
Interest 308 216 2,069
------------ ----------- ------------
44,168 34,958 27,343
Unrealized (depreciation) appreciation
of investments (Note 4) (115,745) 26,945 243,718
Contributions:
Employees 112,242 92,170 92,942
Employer 84,183 69,211 71,844
------------ ----------- ------------
196,425 161,381 164,786
Withdrawals (6,382) (118,847) (26,442)
------------ ----------- ------------
Net increase in Plan Equity 118,466 104,437 409,405
Plan Equity - Beginning of Period 1,085,001 980,564 571,159
------------ ----------- ------------
Plan Equity - End of Period $ 1,203,467 $ 1,085,001 $ 980,564
============ =========== ============
</TABLE>
See notes to financial statements.
5
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
Note 1 - Summary of Accounting Policies
Description of the Plan
Huntington Bancshares Incorporated ("Huntington") adopted the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust (the "Plan")
effective March 1, 1989. Huntington subsequently amended the Plan on May 24,
1989, and February 9, 1990. The following summary describes the Plan as amended
and restated.
The Plan is in the form of a trust agreement between Huntington and its
wholly-owned subsidiary, The Huntington Trust Company, National Association (the
"Trustee"). The purpose of the Plan is to provide a supplemental savings program
for employees of Huntington and its participating affiliates who are subject to
restrictions on the amount of contributions they can make to the Huntington
Stock Purchase and Tax Savings Plan because of the annual limitation on elective
deferrals and the limitation on the amount of compensation that can be taken
into account under such a tax qualified plan.
Each eligible employee may elect to have all or any portion of the pre-tax
matched contributions that he or she elected to defer under the Huntington Stock
Purchase and Tax Savings Plan, but which cannot be allocated to his or her
pre-tax account under such plan because of the annual limitation on deferrals
imposed by applicable tax laws, allocated to his or her account under the Plan.
Concurrently with the payment of the participant's supplemental pre-tax matched
contributions, his or her employer shall make a matching contribution to the
Plan on behalf of the participant equal to 75% of the participant's supplemental
pre-tax matched contributions. Matching contributions may be made in the form of
cash or Huntington Bancshares Incorporated common stock ("Common Stock"), or a
combination thereof.
Amounts held in the trust fund are invested by the Trustee in Common Stock. The
Trustee maintains a separate account for each participant which reflects such
participant's share of assets held in the Plan. Employee and employer
contributions are fully vested at all times.
Distributions are made in a lump sum upon death or termination of employment
with Huntington or its affiliates.
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The Plan is administered by the Stock Purchase Plan Committee (the "Committee"),
which is appointed by Huntington's Board of Directors. None of the members of
the Committee receives compensation from the assets of the Plan.
Huntington's Board of Directors may amend or terminate the Plan at any time
provided that no such amendment or termination will affect the rights of
participants to amounts previously credited to their accounts.
Investments
The Trustee invests contributed amounts solely in Common Stock. These shares are
carried at market value as determined by quoted prices reported by the National
Association of Securities Dealers Automated Quotation System.
Income and Expenses
Cash dividends are recognized as of the record date. All costs and expenses
incurred in administering the Plan, including brokerage commissions and fees in
connection with the purchase of securities, are paid by Huntington and
participating affiliates. Expenses incurred in administering the Plan totaled
$5,335, $5,323, and $4,500, for 1994, 1993, and 1992, respectively.
Note 2 - Cash Equivalents
Cash equivalents at December 31, 1994 and 1993, are comprised of money market
funds.
Note 3 - Federal Income Taxes
It is intended that the Plan be an unfunded deferred compensation plan under the
Internal Revenue Code. Accordingly, a participant will not incur federal income
tax liability when compensation is deferred pursuant to the Plan, when matched
contributions are made to the Plan, when Common Stock is purchased for a
participant's account, or when dividends are paid to a participant's account on
such shares. Rather, a participant will incur federal income tax liability for
such contributions and income only when distributions are made to a participant.
Huntington is subject to federal income taxes arising from taxable income of the
Plan. Accordingly, no provision for federal income taxes is included in the
financial statements of the Plan.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code. The
Plan is subject to certain provisions of the Employee Retirement Income Security
Act of 1974.
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Note 4 - Unrealized (Depreciation) Appreciation of Investments
The following table summarizes the unrealized (depreciation) appreciation of the
Plan's investments in Common Stock for each of the three years in the period
ended December 31, 1994:
<TABLE>
<CAPTION>
1994 1993 1992
----------- ---------- ---------
<S> <C> <C> <C>
Market Value $ 1,169,900 $1,076,048 $ 981,071
Cost 884,651 675,054 607,022
----------- ---------- ---------
Accumulated unrealized
appreciation $ 285,249 $ 400,994 $ 374,049
=========== ========== =========
Change in accumulated unrealized
appreciation between years $ (115,745) $ 26,945 $ 243,718
=========== ========== =========
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Huntington Supplemental Stock Purchase and Tax Savings Plan and
Trust has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED
SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
Date: March 31, 1995 By: /s/ Leslie P. Ridout
------------------------ ---------------------------
Leslie P. Ridout
Senior Vice President
Huntington Bancshares Incorporated
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EXHIBIT 23
Exhibit to the Annual
Report (Form 11-K) of the
Huntington Supplemental
Stock Purchase and Tax
Savings Plan and Trust
for the fiscal year ended
December 31, 1994.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-44208) pertaining to the Huntington Supplemental Stock Purchase and
Tax Savings Plan and Trust and in the related Prospectus of our report dated
March 27, 1995 with respect to the financial statements of the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust included in this
Annual Report (Form 11-K) for the year ended December 31, 1994.
/s/ Ernst & Young LLP
---------------------
Columbus, Ohio
March 27, 1995
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