<PAGE> 1
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 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
41 South High Street
Columbus, Ohio 43287
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Audited Financial Statements
Report of Independent Auditors 3
Statements of Net Assets Available for Benefits 4
December 31, 1994 and 1993
Statements of Changes in Net Assets Available for Benefits 5
For the Years Ended December 31, 1994, 1993 and 1992
Notes to Financial Statements 6
Schedules
Assets Held for Investment as of December 31, 1994 10
Transactions or Series of Transactions in Excess of 11
5 Percent of the Current Value of Plan Assets for
the Year Ended December 31, 1994
Signature 12
Exhibit
Consent of Independent Auditors 13
</TABLE>
2
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REPORT OF INDEPENDENT AUDITORS
Huntington Stock Purchase and Tax Savings
Plan and Trust Committee
We have audited the accompanying statements of net assets available for benefits
of the Huntington Stock Purchase and Tax Savings Plan and Trust as of December
31, 1994 and 1993, and the related statements of changes in net assets available
for benefits 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 net assets available for benefits of the Huntington
Stock Purchase and Tax Savings Plan and Trust at December 31, 1994 and 1993 and
the changes in its net assets available for benefits for each of the three years
in the period ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1994, and transactions or series of
transactions in excess of 5 percent of the current value of plan assets for the
year then ended, are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1994 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1994 financial statements taken as a whole.
/s/ Ernst & Young LLP
June 26, 1995
3
<PAGE> 4
HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1994 1993
------------ ------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Huntington Bancshares Incorporated
Common Stock: 8,604,989 shares in
1994 and 6,175,944 shares in 1993
Cost: $97,083,847 in 1994 and
$74,130,841 in 1993 (Note 4) $148,436,062 $145,906,684
Huntington Trust Company sponsored
Common Trust Fund (Note 4) 2,184,823 1,301,858
Contributions receivable 667,370 648,634
Accrued dividends, interest receivable
and other assets 1,859,698 1,273,920
Cash and cash equivalents (Note 2) 116,393 72,469
------------ ------------
TOTAL ASSETS 153,264,346 149,203,565
LIABILITIES
Stock purchase payable 52,279 644,025
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $153,212,067 $148,559,540
============ ============
</TABLE>
See notes to financial statements.
4
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
--------------- --------------- ---------------
<S> <C> <C> <C>
ADDITIONS
Investment income:
Cash dividends on
Huntington Bancshares
Incorporated Common Stock $ 5,951,221 $ 4,540,933 $ 3,563,131
Interest 30,611 11,575 14,124
--------------- --------------- ---------------
5,981,832 4,552,508 3,577,255
Contributions:
Employees 9,798,884 8,267,030 6,940,959
Employer 8,222,567 6,787,214 4,813,107
--------------- --------------- ---------------
18,021,451 15,054,244 11,754,066
Assets of merged plans (Note 5) 9,526,740 1,593,787 --
--------------- --------------- ---------------
Total Additions 33,530,023 21,200,539 15,331,321
DEDUCTIONS
Distributions and Withdrawals 15,371,930 13,272,207 10,627,628
--------------- --------------- ---------------
Total Deductions 15,371,930 13,272,207 10,627,628
Net realized and unrealized
(depreciation) appreciation in
fair value of investments (Note 4) (13,505,566) 17,591,514 37,604,293
--------------- --------------- ---------------
Net increases 4,652,527 25,519,846 42,307,986
Net assets available for
benefits at beginning of year 148,559,540 123,039,694 80,731,708
--------------- --------------- ---------------
Net assets available for
benefits at end of year $ 153,212,067 $ 148,559,540 $ 123,039,694
=============== =============== ===============
</TABLE>
See notes to financial statements.
5
<PAGE> 6
HUNTINGTON 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
The Huntington Stock Purchase and Tax Savings Plan and Trust (the "Plan"),
formerly the Huntington Bancshares Incorporated Qualified Employee Stock
Purchase Plan, was initially adopted by the Board of Directors of Huntington
Bancshares Incorporated ("Huntington") on September 29, 1977, to be effective
January 1, 1978. On August 19, 1992, the Plan was amended and restated,
effective January 1, 1987, to comply with the Internal Revenue Code of 1986, as
amended. The Plan was again restated October 13, 1994 with a general effective
date of January 1, 1987 to incorporate provisions concerning merged plans. The
following summary describes the provisions of the Plan in effect as of December
31, 1994.
Eligible employees may enroll on the first day of the month following six months
of employment and attainment of age 21. Eligible employees of Huntington and its
participating affiliates may choose between a pre-tax, after-tax, or a combined
pre-tax and after-tax employee contribution. Participants may elect to make
pre-tax matched contributions of up to 6% of their eligible compensation.
Participants may also elect to make after-tax matched contributions of up to 3%
of their eligible compensation, provided the sum of the participant's pre-tax
matched and after-tax non-matched contributions equals at least 3% of their
eligible compensation. A participant's combined pre-tax and after-tax matched
contributions may not exceed 6% of the participant's eligible compensation. A
participant who designates the maximum 6% matched contribution may make
voluntary "after-tax non-matched" contributions to the Plan up to an additional
10% of eligible compensation. A participant who designates less than a 6%
matched contribution may make after-tax non-matched contributions to the Plan
subject to the following rules. If the pre-tax matched contributions of a
participant are less than 3% of eligible compensation, after-tax contributions
will be treated first as after-tax non-matched contributions until the sum of
the pre-tax matched contributions and the after-tax non-matched contributions
equals 3% of eligible compensation. Thereafter, after-tax contributions shall be
treated as after-tax matched contributions, up to the limits described above,
and then as after-tax non-matched contributions. The employer makes a matching
contribution equal to 75% of an employee's contribution up to 6% of eligible
compensation provided that no more than 3% of compensation is contributed on an
after-tax basis. In addition, Huntington may make additional matching
contributions, up to 25% of pre-tax and after-tax matched contributions, at the
discretion of the Board of Directors.
The Huntington Trust Company, National Association (the "Plan Trustee")
purchases shares of Huntington common stock for the Plan directly from
Huntington or on the open market at market prices. Each participant's account is
credited with the amount of dividends received attributable to the shares of
common stock held in his or her account. Cash dividends are reinvested in
Huntington common stock through the Huntington Dividend Reinvestment and Common
Stock Purchase Plan (the "DRP"). The DRP allows a 5% discount on the average
market price of shares purchased with dividends.
6
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An active participant may suspend contributions to the Plan in a prescribed
manner. An active participant may withdraw a portion of his or her account
pursuant to the terms of the Plan. Employee and employer contributions are fully
vested at all times. Employer contributions may not be withdrawn from the Plan
by active participants during the 24 month period following their contribution
to the Plan. Upon distribution, participants who have invested in Huntington
common stock will be paid in Huntington common stock, with cash paid in lieu of
fractional shares based upon the prevailing market value of Huntington common
stock at the date of distribution, or if specified conditions are met,
participants may elect to receive the distribution of their account balance in
cash. For participants who have elected to invest in the Huntington Trust
Company sponsored Common Trust Fund (the "Common Trust Fund"), distribution of
the portion of their account attributable to the Common Trust Fund is made in
cash.
Contributions made on a pre-tax basis are subject to special withdrawal rules
prescribed by the Internal Revenue Code, and generally may not be distributed
from the Plan prior to a participant's death, disability, termination of
employment or attainment of age 59 1/2. Certain distributions may be made,
however, in the event a participant requests a distribution due to financial
hardship, and the request is approved by the administrative committee of the
Plan. Participants should refer to the Summary Plan Description for a complete
summary of the Plan provisions.
Distributions and Withdrawals
Distributions and withdrawals in the form of Huntington common stock are
reported at fair value. Amounts previously reported for 1993 and 1992 have been
changed to conform with the 1994 presentation.
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 each purchase of securities, are paid by Huntington and
participating affiliates. Expenses incurred in administering the Plan, which
were entirely borne by Huntington, totaled $363,465, $337,138, and $263,227 for
1994, 1993, and 1992, respectively.
Investments
The investment in Huntington common stock is carried at fair value based upon
quoted prices as reported by the National Association of Securities Dealers
Automated Quotation System. The Plan allows the Trustee an alternative
investment for contributions and dividends received for certain participants who
are also officers of Huntington, and who could be prohibited from trading in the
common stock of Huntington under federal securities law. The Plan temporarily
invests in Huntington Trust Company sponsored Monitor Money Market funds (the
"Monitor Funds") to maximize the use of available funds in the Plan. All
proceeds from these temporary investments, including interest received, are
later invested in common stock of Huntington on behalf of the participants in
accordance with the Plan's provisions. In conjunction with prior plan mergers,
affected employees were permitted to make a one-time election to invest their
pre-merger accounts in the Common Trust Fund.
7
<PAGE> 8
Note 2 - Cash Equivalents
Cash and cash equivalents primarily represent funds temporarily invested in the
Monitor Funds.
Note 3 - Federal Income Taxes
The Plan is in the form of a trust agreement between Huntington and the Trustee.
The trust is a qualified trust within the meaning of Section 401(a) and as such,
is exempt from taxation under Section 501(a) of the Internal Revenue Code of
1986. Huntington has received a favorable determination letter dated June 13,
1995 from the Internal Revenue Service concerning the tax status of the Plan as
restated October 13, 1994. Management of the Plan believes that subsequent Plan
activities have had no adverse effect on the tax status of the Plan.
Withdrawals or other distributions from the Plan to participants in excess of
their after-tax contributions may be considered taxable income to the
participants by the Internal Revenue Service. Pre-tax matched contributions and
related earnings thereon, generally are not includable in a participant's income
for federal tax purposes until distributed from the Plan. All taxes relating to
these transactions are the responsibility of the participants.
Note 4 - Net Realized and Unrealized (Depreciation) Appreciation of Investments
During each of the three years in the period ended December 31, 1994, the Plan's
investments, including investments bought, sold, as well as held during the
year, (depreciated) appreciated in fair value by $(13,505,566), $17,591,514, and
$37,604,293 as follows:
<TABLE>
<CAPTION>
Net
(Depreciation)
Appreciation Fair Value
in Fair Value at End
During Year of Year
------------- -------------
<S> <C> <C>
Year ended December 31, 1994
Fair value as determined by quoted market price:
Huntington Bancshares Incorporated
common stock $ (13,459,831) $ 148,436,062
Huntington Trust Company sponsored
Common Trust Fund (45,735) 2,184,823
------------- -------------
$ (13,505,566) $ 150,620,885
============= =============
Year ended December 31, 1993
Fair value as determined by quoted market price:
Huntington Bancshares Incorporated
common stock $ 17,619,424 $ 145,906,684
Huntington Trust Company sponsored
Common Trust Fund (27,910) 1,301,858
------------- -------------
$ 17,591,514 $ 147,208,542
============= =============
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Net
(Depreciation)
Appreciation Fair Value
in Fair Value at End
During Year of Year
------------ ------------
<S> <C> <C>
Year ended December 31, 1992
Fair value as determined by quoted market price:
Huntington Bancshares Incorporated
common stock $ 37,573,977 $122,490,231
Huntington Trust Company sponsored
Common Trust Fund 30,316 543,486
------------ ------------
$ 37,604,293 $123,033,717
============ ============
</TABLE>
Note 5 - Plan Mergers
During 1994, the assets of certain benefit plans, whose sponsors were previously
acquired by Huntington, were merged into the Plan as follows:
<TABLE>
<CAPTION>
Plan Assets
Merged Plan at Merger
----------- ----------
<S> <C>
The Employee Investment Plan of
The First National Bank of Morgantown $2,266,779
CB&T Financial Corp. Employee Stock
Purchase Plan 4,127,665
Commerce Banc Corporation 401(k) Plan 3,132,296
----------
$9,526,740
==========
Effective July 1, 1993, the Charter Oak Financial Corporation Employee Savings and Retirement
Plan ("Charter Oak Plan") was merged into the Plan. The Plan received assets of $1,593,787
from the Charter Oak Plan.
</TABLE>
9
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
ASSETS HELD FOR INVESTMENT
December 31, 1994
<TABLE>
<CAPTION>
Current
Issuer Description of Investment Cost Value
- --------------------------- ------------------------------ ------ -----------
<S> <C> <C> <C>
Huntington Bancshares Incorporated* 8,604,989 shares of common stock $97,083,847 $148,436,062
Common Trust Fund* 157,273 units 2,182,601 2,184,823
Monitor Funds* 116,392 units 116,392 116,392
</TABLE>
* Indicates party-in-interest to the Plan.
10
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT
OF THE CURRENT VALUE OF PLAN ASSETS
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Identity Total Current Value
of Party Description Number of Purchase of Asset on
Involved of Asset Transactions Price Transaction Date
-------- -------- ------------ ----- ----------------
Category (iii) - A series of securities transactions in excess of 5% of plan assets
<S> <C> <C> <C>
** Huntington Bancshares Incorporated 74 $18,145,612 $18,145,612
common stock, 846,069 shares
</TABLE>
** Purchased directly from Huntington Bancshares Incorporated or on the open
market at market price.
There were no category (i), (ii) or (iv) reportable transactions during 1994.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Huntington Stock Purchase and Tax Savings Plan has duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
HUNTINGTON STOCK PURCHASE
AND TAX SAVINGS PLAN AND TRUST
Date: June 29, 1995 By: /s/Brenda Warne
------------------- -----------------------
Brenda Warne
Member of the Committee
12
<PAGE> 13
Exhibit to the Annual
Report (Form 11-K) of the
Huntington 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 Statements
(Form S-8 No. 33-46327) pertaining to the Huntington Stock Purchase and Tax
Savings Plan and Trust of Huntington Bancshares Incorporated and in the related
Prospectus of our report dated June 26, 1995 with respect to the financial
statements of the Huntington 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
June 26, 1995
