<PAGE>
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, 1995
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
Page
Audited Financial Statements
Report of Independent Auditors 3
Statements of Net Assets Available for Benefits 4
December 31, 1995 and 1994
Statements of Changes in Net Assets Available for Benefits 5
For the Years Ended December 31, 1995, 1994 and 1993
Notes to Financial Statements 6
Schedules
Assets Held for Investment as of December 31, 1995 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, 1995
Signature 12
Exhibit
Consent of Independent Auditors 13
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 and available for
benefits of the Huntington Stock Purchase and Tax Savings Plan and Trust as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statement 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 wheteher 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, 1995 and 1994 and
the changes in its net assets available for benefits for each of the three
years in the period ended December 31, 1995, 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, 1995, and transactions or series of
transactions in excess of 5 percent of the current value of plan assets for the
year 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 1995 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1995 financial statements taken as a whole.
June 21, 1996
3
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 9,290,422 shares in
1995 and 8,604,989 shares in 1994
Cost: $109,251,708 in 1995 and
$97,083,847 in 1994 (Note 4) $222,970,119 $148,436,062
Huntington Trust Company sponsored
Common Trust Fund (Note 4) 2,341,011 2,184,823
Contributions receivable --- 667,370
Accrued dividends, interest receivable
and other assets 1,898,879 1,859,698
Cash and cash equivalents (Note 2) 1,295,677 116,393
------------ ------------
TOTAL ASSETS 228,505,686 153,264,346
LIABILITIES
Stock purchase payable 562,519 52,279
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $227,943,167 $153,212,067
------------ ------------
------------ ------------
</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,
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
ADDITIONS
Investment income:
Cash dividends on
Huntington Bancshares
Incorporated Common Stock $ 7,279,105 $ 5,951,221 $ 4,540,933
Interest 31,912 30,611 11,575
------------ ------------ ------------
7,311,017 5,981,832 4,552,508
Contributions:
Employees 9,346,756 9,798,884 8,267,030
Employer 6,594,892 8,222,567 6,787,214
------------ ------------ ------------
15,941,648 18,021,451 15,054,244
Assets of merged plans 1,437,667 9,526,740 1,593,787
------------ ------------ ------------
Total Additions 24,690,332 33,530,023 21,200,539
DEDUCTIONS
Distributions and Withdrawals 21,519,190 15,371,930 13,272,207
------------ ------------ ------------
Total Deductions 21,519,190 15,371,930 13,272,207
Net realized and unrealized
appreciation (depreciation) in
market value of investments (Note 4) 71,559,958 (13,505,566) 17,591,514
------------ ------------ ------------
Net increases 74,731,100 4,652,527 25,519,846
Net assets available for
benefits at beginning of year 153,212,067 148,559,540 123,039,694
------------ ------------ ------------
Net assets available for
benefits at end of year $227,943,167 $153,212,067 $148,559,540
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See notes to financial statements.
5
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
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, 1995.
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. Huntington 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 market value.
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 $467,253, $363,465, and $337,138 for
1995, 1994, and 1993, respectively.
INVESTMENTS
The investment in Huntington common stock is carried at market value based upon
quoted prices as reported by the National Association of Securities Dealers
Automated Quotation System. 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 Huntington
common stock 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
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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.
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 APPRECIATION (DEPRECIATION) OF INVESTMENTS
During each of the three years in the period ended December 31, 1995, the Plan's
investments, including investments bought, sold, as well as held during the
year, appreciated (depreciated) in market value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Market Value
in Market Value at End
During Year of Year
--------------- ------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Huntington Bancshares Incorporated
common stock $ 71,163,813 $222,970,119
Huntington Trust Company sponsored
Common Trust Fund 396,145 2,341,011
------------ ------------
$ 71,559,958 $225,311,130
------------ ------------
------------ ------------
YEAR ENDED DECEMBER 31, 1994
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
------------ ------------
------------ ------------
</TABLE>
8
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<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Market Value
in Market Value at End
During Year of Year
--------------- ------------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1993
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>
9
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
ASSETS HELD FOR INVESTMENT
December 31, 1995
<TABLE>
<CAPTION>
Current
Issuer Description of Investment Cost Value
- -------------------- ---------------------------- -------- ---------
<S> <C> <C> <C>
Huntington Bancshares Incorporated* 9,290,422 shares of common stock $109,251,708 $222,970,119
Common Trust Fund* 138,489 units 1,942,644 2,341,011
Monitor Funds* 1,580,291 units 1,580,291 1,580,291
</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, 1995
<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> <C>
** Huntington Bancshares Incorporated 76 $14,960,770 $14,960,770
common stock, 789,339 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 1995.
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 28, 1996 By: /s/Brenda Warne
------------------------ ---------------------------
Brenda Warne
Member of the Committee
12
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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, 1995.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(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 21, 1996 with respect to the financial
statements and schedules 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, 1995.
Columbus, Ohio
June 26, 1996
13
