HUNTINGTON BANCSHARES INC/MD
8-K, 1996-04-17
NATIONAL COMMERCIAL BANKS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   __________________________________________

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 or 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                   __________________________________________


                        DATE OF REPORT:  APRIL 10, 1996

                   __________________________________________

                       HUNTINGTON BANCSHARES INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  ___________________________________________


   Maryland                    0-2525                          31-0724920     
- ---------------         ---------------------            ----------------------
(STATE OR OTHER         (COMMISSION FILE NO.)                (IRS EMPLOYER
JURISDICTION OF                                          IDENTIFICATION NUMBER)
INCORPORATION OR                                   
ORGANIZATION)       
                                        
                 __________________________________________

                                      
                               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)


                 __________________________________________
<PAGE>   2
ITEM  5.  OTHER EVENTS.

         On April 10, 1996, Huntington Bancshares Incorporated issued a news
release announcing its earnings for the first quarter ended March 31, 1996.
The information contained in the news release, which is attached as an exhibit
to this report, is incorporated herein by reference.

ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.

         Exhibit 99 -- News release of Huntington Bancshares Incorporated,
         dated April 10, 1996.


                                   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:    April 17, 1996           By:       /s/ John D. Van Fleet   
                                       -------------------------------------
                                            John D. Van Fleet 
                                            Senior Vice President and
                                            Corporate Controller


<PAGE>   1


                                                        EXHIBIT 99


                                                  HUNTINGTON BANKS [LOGO]
NEWSRELEASE                                
                                                             


FOR IMMEDIATE RELEASE                      For Further Information, Contact:
Submitted:  April 10, 1996                 Jacqueline Thurston (614) 480-3878


                         HUNTINGTON BANCSHARES REPORTS

                       EARNINGS FOR FIRST QUARTER OF 1996


         COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN;
http://www.huntington.com) today reported net income of $62.8 million, or $.47
per share, for the first quarter of 1996, compared with $54.9 million, or $.39
per share, for the same period one year ago, an increase in earnings per share
of 20.5%.  For the recent three months, Huntington's return on average equity 
was 16.02% and return on average assets was 1.26% .

         "We are pleased with the results of the first quarter of 1996," stated
Frank Wobst, chairman and chief executive officer of Huntington Bancshares
Incorporated.  "Earnings were higher than what was reported a year ago and
returns on average equity and average assets were also improved."  In addition,
Huntington completed the acquisition of Peoples Bank of Lakeland, Florida
bringing total assets in Central and West Coast Florida to approximately $1.2
billion.

         Net interest income in the first quarter of 1996 was $184.7 million,
up from $176.2 million in the comparable period of 1995.  Average earning
assets increased 10.2% over the first quarter of 1995, including growth in
average loan balances of 5.6%.  The net interest margin for the quarter just
ended was 4.03%, 23 basis points less than the same quarter a year ago, but 5
basis points higher than the last quarter of 1995.


                                   -More-
<PAGE>   2
         Non-interest income, excluding securities transactions, was $61.1
million for the first three months of 1996 compared with $57.8 million during
the same period last year.  The increase was fueled by improvement in several
fee based products including retail investment sales, electronic banking fees
and trust services.

         Non-interest expense in the first three months of 1996 was $143.5
million, comparable to what was reported in the first quarter of 1995.  The
beneficial impact of the lower FDIC assessment rates in the first quarter of
1996 versus 1995 was partially offset by higher commissions and certain
personnel expenses related to pension and other employee benefits.

         Asset quality measures remain strong.  Huntington's allowance for loan
losses totaled $197.4 million at March 31, 1996, or 1.48% of total loans and
covered 312.8% of non-performing loans; 225.0% of total non-performing assets
when combined with the allowance for other real estate.  Net charge-offs, as a
percent of average total loans, were .34% in the first quarter of 1996.

         Huntington's average equity to average assets ratio stood at 7.89% for
the recent quarter.  The company's Tier I and total risk based capital ratios
were 7.94% and 11.53%, respectively, at March 31, 1996, well above what is
required to be considered "well capitalized".

         Huntington Bancshares is a regional bank holding company headquartered
in Columbus, Ohio with assets in excess of $20 billion.  The company's banking
subsidiaries operate 335 offices in Ohio, Florida, Indiana, Kentucky, Michigan
and West Virginia.  Huntington's mortgage, trust, investment banking, and
automobile finance subsidiaries manage 80 offices in the six states mentioned
as well as Georgia, Illinois, Maryland, New Jersey, North Carolina,
Pennsylvania, Texas and Virginia.



                                      ###
<PAGE>   3
                       HUNTINGTON BANCSHARES INCORPORATED
                       COMPARATIVE SUMMARY (CONSOLIDATED)
              (in thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>
Consolidated Results                           Three Months Ended
    of Operations                                  March 31,         Change
- ------------------------------             -----------------------------------
                                               1996         1995         %
                                           ----------    ---------    ------
<S>                                         <C>          <C>           <C>
Interest Income                             $374,296      $342,397       9.3 %
Interest Expense                             189,578       166,188      14.1
                                           ---------     ---------
Net Interest Income                          184,718       176,209       4.8
Provision for Loan Losses                     11,823         4,608     156.6
Non-Interest Income                           68,162        57,887      17.8
Non-Interest Expense                         143,496       144,641      (0.8)
Provision for Income Taxes                    34,736        29,985      15.8
                                           ---------     ---------
Net Income                                   $62,825       $54,862      14.5 %
                                           =========     =========
PER COMMON SHARE AMOUNTS  (1)
  Net Income                                   $0.47         $0.39      20.5 %

  Cash Dividends Declared                      $0.20         $0.19       5.3 %

  Shareholders' Equity
    (period end)                              $11.30        $10.80       4.6 %

Average Shares
  Outstanding (000's)                        135,054       140,192


KEY RATIOS
Return On:
  Average Total Assets                          1.26 %        1.23 %
  Average Shareholders' Equity                 16.02 %       15.08 %
Efficiency Ratio                               58.24 %       61.90 %
Net Interest Margin                             4.03 %        4.26 %
Average Equity/Average Assets                   7.89 %        8.15 %
Tier I Risk-Based Capital Ratio
    (period end)                                7.94 %        9.58 %
Total Risk-Based Capital Ratio
    (period end)                               11.53 %       13.51 %
Tier I Leverage Ratio
    (period end)                                6.62 %        7.81 %

</TABLE>

<TABLE>
<CAPTION>
Consolidated Statement                                           
  of Condition Data                                                   At March 31,                  Change          
- ------------------------------                       -------------------------------------------------------      
                                                           1996                     1995               %            
                                                     ---------------            -----------        ---------       
<S>                                                   <C>                      <C>                  <C>
Total Loans                                           $ 13,369,308              $12,817,663          4.3 %          
Total Deposits                                        $ 13,006,213              $12,188,579          6.7            
Total Assets                                          $ 20,137,982              $18,420,534          9.3            
Shareholders' Equity                                  $  1,502,510              $ 1,509,629         (0.5)           
                                                                                                                    
ASSET QUALITY                                                                                                       
Non-performing loans                                  $     63,108              $    53,144                         
Total non-performing assets                           $     83,494              $    79,702                         
Allowance for loan losses/total loans                         1.48 %                   1.57 %                       
Allowance for loan losses/non-performing loans              312.76 %                 378.38 %                       
Allowance for loan losses and other real                                                                            
     estate/non-performing assets                           225.01 %                 235.10 %                           
<FN>                                                                                                                           
(1)  Per common share amounts have been adjusted for the five percent stock                                           
dividend distributed  July 31, 1995. 
</TABLE>                             


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