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As filed with the Securities and Exchange Commission on October 25, 1996.
Registration No. 33-52569
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of Registrant as specified in its charter)
Maryland 31-0724920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
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)
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Ralph K. Frasier, Esq.
Secretary and General Counsel
Huntington Bancshares Incorporated
Huntington Center, 41 South High Street
Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Mary Beth M. Clary, Esq.
Porter, Wright, Morris & Arthur
4501 Tamiami Trail North, Suite 400
Naples, Florida 34103-3013
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PROSPECTUS
HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER; 41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(614) 480-8300
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DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Common Stock, without par value
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The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
Huntington Bancshares Incorporated ("Huntington") provides holders of
Huntington's Common Stock, without par value ("Common Stock"), with a simple and
convenient method of purchasing additional shares of Common Stock through
investment of cash dividends and optional cash payments without payment of
brokerage commissions or service charges. Investment options offered under the
Plan are:
* FULL DIVIDEND REINVESTMENT - Reinvest dividends on all shares of
Common Stock owned at the "Average Market Value" (determined as
described in Question 12).
* PARTIAL DIVIDEND REINVESTMENT - Reinvest dividends on a portion of the
shares of Common Stock owned at the Average Market Value and receive
cash dividends on the remaining shares.
* OPTIONAL CASH PURCHASES - Purchase shares of Common Stock with
optional cash payments of not less than $200 per payment up to a
maximum of $10,000 per calendar quarter. Only participants who have
elected to reinvest all or a portion of their cash dividends may make
optional cash purchases.
All shares of Common Stock purchased for a participant under the Plan
through dividend reinvestment or optional cash contributions will be held by
Huntington in the participant's Dividend Reinvestment Account. Cash dividends
on shares held in a Plan account are automatically reinvested to purchase
additional shares of Common Stock regardless of which investment option is
selected.
Shares of Common Stock may be purchased directly from Huntington or
purchased in open market transactions, or a combination of both, at the option
of Huntington. The price to participants per share of Common Stock purchased
under the Plan from Huntington with reinvested dividends and optional cash
payments will be equal to the average of the daily high and low sale prices of
the Common Stock on the Nasdaq Stock Market for the five trading days
immediately preceding such purchase. The price to participants per share of
Common Stock purchased in the open market with reinvested dividends and optional
cash payments will be equal to the weighted average of the price paid for all
shares acquired for the Plan in the quarterly period.
This Prospectus relates to 14,437,500 shares of Common Stock of Huntington
(as adjusted for stock splits and stock dividends) registered for purchase under
the Plan, of which 10,232,455 remain available as of the date of this
Prospectus. IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October 25, 1996
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AVAILABLE INFORMATION
Huntington is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the Commission's regional offices at Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 upon payment of the fees prescribed
by the rules and regulations of the Commission.
Huntington has filed with the Commission a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement"), under
the Securities Act of 1933, as amended, covering the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted from this Prospectus
in accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Huntington's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and its Quarterly reports on Form 10-Q for the quarters ended March
31, 1996, and June 30, 1996, and its Current reports on Form 8-K, dated January
10, 1996, April 10, 1996, July 10, 1996, and October 9, 1996, filed with the
Commission pursuant to Section 13 of the Exchange Act, are incorporated herein
by reference.
In addition, the description of the Common Stock of Huntington and the
rights issued under a certain Rights Agreement, dated February 22, 1990, between
Huntington and The Huntington Trust Company, National Association, which rights
are attached to the Common Stock of Huntington, are contained in Huntington's
Forms 8-A filed with the Commission pursuant to Section 12 of the Exchange Act,
as updated in any amendment or report filed for the purpose of updating such
descriptions, and are hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering made hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus except as so modified or superseded.
Huntington will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated by reference, other
than exhibits to such documents. Written requests should be directed to:
Huntington Bancshares Incorporated
Attn: Investor Relations
Huntington Center, HC0635
41 South High Street
Columbus, Ohio 43287
Telephone requests may be directed to Huntington at (614) 480-3878 or (800)
255-1342.
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THE COMPANY
Huntington, incorporated in 1966, is a regional bank holding company
headquartered in Columbus, Ohio. Its subsidiaries conduct a full-service
commercial and consumer banking business, engage in mortgage banking, lease
financing, trust services, discount brokerage services, underwriting credit life
and disability insurance, issuing commercial paper guaranteed by Huntington, and
provide other financial products and services.
Huntington's principal executive offices are located at the Huntington
Center, 41 South High Street, Columbus, Ohio 43287 (telephone (614) 480-8300).
THE PLAN
Huntington's Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") was initially approved by Huntington's Board of Directors on July 20,
1983. Amendments to the Plan were approved by the Board of Directors on
February 16, 1994, effective as of March 1, 1994, and on August 21, 1996,
effective as of January 3, 1997. The following questions and answers explain
and constitute the Plan, as of January 3, 1997.
PURPOSE AND ADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of at least 100
shares of Common Stock with a simple and convenient method to increase share
ownership through the investment of cash dividends and optional cash
contributions without payment of brokerage commissions or service charges. To
the extent that such additional shares are purchased from Huntington, Huntington
will receive additional funds for general corporate purposes.
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
* Common Stock may be purchased through reinvested dividends on all or a
portion of a participant's shares of Common Stock at Average Market
Value (as defined in Question 12).
* Participants will pay no service charges or brokerage commissions in
connection with purchases of Common Stock made under the Plan.
* Full investment of funds is possible under the Plan, because
fractional shares, as well as full shares, will be credited to a
participant's Plan account.
* Participants can avoid the inconvenience of safekeeping certificates
for shares credited to their Plan accounts since certificates for such
shares will only be issued at the request of a participant or upon
termination of participation. In addition, participants may deposit
shares currently held in certificate form with the Plan Administrator.
At the option of the participant, these shares may be (i) added to the
participant's Plan account, or (ii) held outside of the Plan account
so that future cash dividends will be sent directly to the
participant. This will relieve participants of the responsibility
for loss, theft, or destruction of their certificates.
* Participants may make optional cash payments for the purchase of
shares systematically through pre-arranged quarterly debits from an
eligible deposit account at Huntington's financial institution
subsidiaries or at other financial institutions.
* Participants who have elected partial dividend reinvestment may have
the cash portion of each dividend payment electronically deposited
directly into a savings or checking account.
* Periodic statements of account will simplify record keeping.
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ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Huntington National Bank, as Plan Administrator, will administer the
Plan, keep records, send statements of account to each participant, and perform
other duties related to the Plan. Shares purchased for participants in the Plan
and held in their Plan accounts and shares deposited by participants with the
Plan Administrator for safekeeping will be held by or through the Plan
Administrator until a participant makes a written request for certificates for
all or part of his shares (see Question 27), or his participation is terminated
(see Question 30). The Plan Administrator is a wholly owned subsidiary of
Huntington and acts as dividend disbursing and transfer agent for Huntington's
Common Stock. All questions and correspondence concerning the Plan should be
addressed to the Plan Administrator as follows:
The Huntington National Bank
Stock Transfer Department
Huntington Center, HC1026
41 South High Street
Columbus, Ohio 43287
Telephone Nos.: (614) 480-3043
(800) 255-1342
Shares purchased under the Plan and held in a participant's Plan account
and shares deposited by participants with the Plan Administrator for safekeeping
will be registered in the name of the participant and held by the Plan
Administrator in book entry form.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
A holder of record of at least 100 shares of Common Stock is eligible to
participate in the Plan. Any shareholder whose shares are registered in a name
other than his own (as, for example, in the name of a broker or bank nominee)
must either (i) become a shareholder of record by having his shares transferred
into his own name, or (ii) make appropriate arrangements with his broker or bank
to participate in the Plan for the benefit of such shareholder.
5. HOW DOES A SHAREHOLDER PARTICIPATE?
A holder of record of 100 or more shares of Common Stock may join the Plan
at any time by completing and signing an Authorization Form and sending it to
the Plan Administrator. An Authorization Form may be obtained by contacting the
Plan Administrator (see Question 3).
6. IS PARTIAL PARTICIPATION POSSIBLE?
Partial participation in the Plan is possible with respect to a specified
number of shares of Common Stock held in certificate form or deposited into a
participant's Plan account. Dividends on shares held in a Plan account which
have been purchased through reinvested dividends or with optional cash
contributions must be reinvested.
A participant who desires to utilize the partial dividend reinvestment
option may specify on the Authorization Form the number of shares of Common
Stock to be reinvested. On each dividend payment date, dividends on that number
of shares of Common Stock will be reinvested in additional shares of Common
Stock (see Question 11).
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A Plan participant who has elected partial dividend reinvestment may
arrange to have the cash portion of each dividend payment electronically
deposited directly into a savings or checking account (see Question 23). Unless
an arrangement for electronic payment is made, the participant will receive a
dividend check representing the dividends paid on the shares that are not
reinvested under the Plan.
7. MAY A SHAREHOLDER MAKE ONLY OPTIONAL CASH PAYMENTS UNDER THE PLAN?
No. Only participants who have elected to reinvest all or a portion of
their cash dividends may make optional cash purchases of Common Stock.
8. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A holder of record of 100 or more shares of Common Stock may join the Plan
at any time. Reinvestment of dividends will begin with the next dividend
payment after receipt of a properly completed and signed Authorization Form,
PROVIDED THAT IT IS RECEIVED BY THE PLAN ADMINISTRATOR AT LEAST SEVEN BUSINESS
DAYS BEFORE THE RECORD DATE FOR THAT DIVIDEND. Record dates for dividends paid
by Huntington have usually preceded the payment dates by approximately 10 days.
Dividend payment dates are ordinarily the first business days of January, April,
July, and October.
A shareholder enrolled in the Plan will continue to be enrolled with the
full or partial dividend reinvestment option specified on his most recently
dated Authorization Form, without further action on his part, unless he ceases
to hold 100 or more shares (see Question 10), changes his election by completing
and signing a new Authorization Form (see Question 9) or gives notice in writing
to the Plan Administrator that he wishes to withdraw from the Plan (see Question
27).
9. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change the investment option at any time by properly
completing and signing a new Authorization Form and returning it to the Plan
Administrator. An Authorization Form may be obtained at any time by contacting
the Plan Administrator (see Question 3). Any change in the investment option
will be effective for the next dividend payment after receipt by the Plan
Administrator of the new Authorization Form, provided it is received at least
five business days before the record date for that dividend.
10. WHAT HAPPENS IF A PARTICIPANT'S OWNERSHIP OF COMMON STOCK FALLS TO FEWER
THAN 100 SHARES?
If a Plan participant disposes of a number of shares of Common Stock which
causes the total number of shares of Common Stock registered to him to become
less than 100 shares, his participation in the Plan will be terminated and his
Plan account will be closed (see Question 30).
PURCHASES
11. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
When shares of Common Stock are purchased under the Plan directly from
Huntington, cash dividends and optional cash payments will be invested on each
dividend payment date for the Common Stock or, in the event Huntington does not
pay a dividend in a particular calendar quarter, optional cash payments received
by the fifth business day prior to the end of the preceding calendar quarter
will be invested on the first business day of the quarter. When shares of
Common Stock are purchased under the Plan in the open market, cash dividends and
optional cash payments will be
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invested as soon as practicable on or after each dividend payment date for the
Common Stock or, in the event Huntington does not pay a dividend in a particular
calendar quarter, optional cash payments received by the fifth business day
prior to the end of the preceding calendar quarter will be invested as soon as
practicable on or after the first business day of the quarter.
12. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The purchase price per each share of Common Stock purchased directly from
Huntington for participants in the Plan with both reinvested dividends and
optional cash payments will be equal to the average of the daily high and low
sale prices of the Common Stock on the Nasdaq Stock Market for the five trading
days immediately preceding such purchase. If the high and low sale prices for
the Common Stock are not reported on the Nasdaq Stock Market, or there is no
trading in the Common Stock on any such trading day, the purchase price shall be
determined by Huntington on the basis of such market quotations as are available
during such immediately preceding five trading days.
The purchase price per each share of Common Stock acquired in the open
market for participants in the Plan with both reinvested dividends and optional
cash payments will be equal to the weighted average price of all shares of
Common Stock acquired for the Plan with the proceeds from all reinvested
dividends and all optional cash payments for any quarterly period.
The averages computed above to determine the purchase price of shares of
Common Stock are referred to in this Prospectus as the "Average Market Value" of
the Common Stock.
13. HOW ARE SHARES ACQUIRED UNDER THE PLAN?
Huntington expects that shares of Common Stock to be acquired by
participants in the Plan will be newly issued shares, but reserves the right, at
any time and from time to time, not to make newly issued shares available to the
Plan.
The Plan Administrator will use cash dividends and optional cash payments
to acquire newly issued shares of Common Stock, if available, directly from
Huntington. If Huntington is not then making newly issued shares available for
purchase, funds to be invested will be used by the Plan Administrator to
purchase shares of Common Stock in the open market.
14. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for a participant's Plan
account will depend upon the amount of dividends or optional cash payments to be
invested and the applicable purchase price of the Common Stock. A participant's
Plan account will be credited with the number of shares (including any
fractional shares computed to four decimal places) that results from dividing
the dollar amount of dividends or optional cash payments to be invested by the
applicable purchase price (see Question 12).
OPTIONAL CASH PURCHASES
15. HOW ARE OPTIONAL CASH PURCHASES MADE?
An optional cash payment may be made by check or money order, or
systematically through pre-arranged quarterly debits from an eligible deposit
account at Huntington's financial institution subsidiaries or at other financial
institutions. Each optional cash payment for a Plan participant in any one
calendar quarter must be at least $200 and the total amount that can be invested
during any one calendar quarter for a participant, whether by check or money
order forwarded to the Plan Administrator or by an automatic account debit, may
not exceed $10,000. The same amount of
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money need not be sent each time, and there is no obligation to make any
additional cash purchases. Dividends reinvested are not counted towards the
$10,000 quarterly limit for investments under the Plan.
Optional cash payments may be made when enrolling by enclosing a check or
money order with the Authorization Form, or thereafter by (i) establishing
systematic investment (see Question 16) or by (ii) forwarding a check or money
order to the Plan Administrator with the remittance form attached to the bottom
of each periodic statement of account.
16. HOW DOES A SHAREHOLDER SIGN UP FOR SYSTEMATIC INVESTMENT?
The systematic investment option is a method of making regular quarterly
optional purchases of Common Stock without the need to write and mail a check or
money order every time. Systematic investments in Common Stock may be made
through automatic pre-arranged quarterly debits from the following deposit
accounts: (i) regular or interest checking accounts, savings accounts, money
market accounts, or other deposit accounts accessible by check that are
maintained with The Huntington National Bank or any other Huntington financial
institution subsidiary, or (ii) deposit accounts at other financial institutions
that may be accessed by check and electronic funds transfer debit. Participants
may wish to contact a representative from their financial institution to verify
that their deposit accounts may be electronically debited before electing this
option.
To establish an automatic quarterly debit from an eligible deposit account,
a Plan participant must send the Plan Administrator a completed and signed
Authorization Form and, if the account to be debited is a checking account, a
voided check (write the word "void" across the face of a blank check). The
Authorization Form requests certain information about the financial institution
where the account is maintained, such as the ABA Transit Routing number of that
financial institution. If necessary, a Plan participant electing this option
should request assistance from a representative of his financial institution in
completing this information. If the shares in a Plan account are jointly held,
all registered owners must sign the Authorization Form. If the eligible deposit
account is in a name other than the name of the registered owner(s) indicated on
the Plan account, all deposit account owners must execute the Authorization
Form. The shares of Common Stock purchased with the amount debited from an
eligible account will be registered in the name of the registered owner of the
shares held in the Plan account.
A Plan participant should allow up to five business days for the Plan
Administrator to establish an automatic debit after receipt of an Authorization
Form. Automatic account debits will be made on the seventh business day before
the end of each calendar quarter (a "Debit Date").
A Plan participant may discontinue or alter quarterly account debits by
completing and submitting to the Plan Administrator a new Authorization Form or
otherwise notifying the Plan Administrator in writing. Participants should
allow up to five business days after receipt of such instructions by the Plan
Administrator for an automatic debit to be discontinued or altered. If the
entire amount authorized on the Authorization Form for automatic quarterly
account debit is not available in the participant's designated account on the
Debit Date of any one quarter, no funds will be withdrawn from the designated
account for that quarter. If the funds from an automatic account debit are not
received by the Plan Administrator in a timely fashion for any reason, the Plan
Administrator will not purchase Common Stock for the Plan participant on the
next scheduled purchase date (see Question 11) unless it has received funds from
another source.
17. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Optional cash payments received by the fifth business day prior to the end
of a calendar quarter will be applied to the purchase of additional shares of
Common Stock as stated in Question 11. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON OPTIONAL CASH PAYMENTS. Since interest is not paid on optional cash
payments held by the Plan Administrator pending investment, participants are
urged to time each optional cash payment made by check or money order so as to
be received by the Plan Administrator on or shortly before the fifth business
day prior to the end of the quarter, thereby
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minimizing the time between payment and investment. Sufficient time, however,
should be allowed for receipt no later than the fifth business day prior to the
end of the quarter. Automatic account debits will be made on the seventh
business day before the end of each calendar quarter (a "Debit Date").
18. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH PAYMENTS BE RETURNED?
Uninvested optional cash payments will be returned upon written request
received by the Plan Administrator at least 48 hours prior to the first business
day of the quarter in which any such payment is to be invested. In addition,
optional cash payments, to the extent they exceed $10,000, which are less than
$200, or which are received after the participant ceases to have at least 100
shares registered in his name, will be returned.
COSTS
19. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH THE PLAN?
All costs of purchasing shares of Common Stock under the Plan are paid by
Huntington. No brokerage fees or commissions are charged to participants in
connection with the purchase of shares of Common Stock under the Plan, whether
directly from Huntington or in the open market.
If, however, a participant requests that the Plan Administrator sell his
shares in connection with a withdrawal of shares of Common Stock from his Plan
account (see Question 27) or termination of his participation in the Plan (see
Question 30), the participant must pay a $10 processing fee, any brokerage
commission, and any applicable transfer tax. Such amounts will be deducted from
the proceeds of the sale. In addition, the participant will realize gain or
loss, for federal income tax purposes, when the participant sells his shares
(see Question 20).
FEDERAL INCOME TAX CONSEQUENCES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Reinvested dividends and the difference between optional cash payments and
the fair market value of the shares of Common Stock purchased with such optional
cash payments, if any, are subject to federal income tax, as further described
below.
A participant in the Plan will be treated for federal income tax purposes
as having received, on the dividend payment date, a dividend in an amount equal
to the fair market value on that date of the shares acquired for the participant
with reinvested dividends. For federal income tax purposes, the fair market
value of shares acquired with reinvested dividends, is determined in the same
manner as the Average Market Value of shares under Question 12, except that the
determination is made on the dividend payment date only, and not averaged over
the preceding five trading days. The tax basis of shares acquired with
reinvested dividends will equal their fair market value on the dividend payment
date.
A participant will not be treated as receiving a dividend upon the purchase
of shares with an optional cash payment unless the Average Market Value of the
shares is less than their fair market value on the purchase date, as described
above. If the Average Market Value is less than the fair market value of the
shares, a participant will be treated as having received an additional dividend
equal to the excess of the fair market value of the shares being purchased over
their Average Market Value. The tax basis of shares purchased with an optional
cash payment will equal the participant's optional cash payment plus the excess,
if any, of the fair market value of the shares purchased over their Average
Market Value.
A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the date of their acquisition for the
participant's Plan account.
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A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's Plan account, either
upon the participant's request for the shares, upon termination of his
participation in the Plan, or upon termination of the Plan.
A participant will realize gain or loss upon the receipt of a cash payment
for a fractional share equivalent credited to the participant's Plan account
upon termination of his participation in the Plan or upon termination of the
Plan. In addition, a participant will realize gain or loss when the participant
sells or exchanges shares received by the participant after the withdrawal of
such shares from the Plan or after termination of the Plan. The amount of such
gain or loss will be the difference between the amount the participant received
for the shares or a fractional share equivalent, and the tax basis therefor.
The foregoing discussion is based upon the assumption that newly issued
shares will be purchased directly from Huntington. If the shares are purchased
by the Plan Administrator in the open market, the tax consequences will
generally be the same, except that the fair market value for determining the
amount of the dividend and tax basis will be the sum of (i) the weighted average
price of all shares of Common Stock acquired for the Plan with the proceeds from
all reinvested dividends for any quarterly period times the number of shares
purchased for the participant, and (ii) a pro rata portion of the brokerage
fees, if any, paid for the participants by Huntington attributable to the open
market transactions.
If a participant has failed to furnish a valid taxpayer identification
number to the Plan Administrator, unless the participant is exempt from the
withholding requirements described in Section 3406 of the Internal Revenue Code
of 1986, as amended, then the Plan Administrator must withhold the amount
prescribed by Section 3406 (currently 31%) from the amount of cash dividends.
In addition, if a new participant fails to certify that such participant is not
subject to withholding under Section 3406 on interest and dividend payments
(which withholding is imposed as a result of failure to report all interest or
dividend income on prior tax returns), then the amount prescribed by Section
3406 must be withheld from the amount of cash dividends. The withheld amounts
will be deducted from the amount of cash dividends and the remaining amount will
be reinvested. Withholding may be required with respect to payment in lieu of a
fractional share interest and the proceeds of any stock sale made by the Plan
Administrator on behalf of a participant (see Question 28) in the circumstances
described above.
The foregoing is a general discussion of the federal income tax
consequences of participation in the Plan based upon an interpretation of
current federal income tax law. Participants should consult their own tax
advisors to determine particular tax consequences, including federal, state,
local, and foreign tax consequences, which may result from participation in the
Plan and any subsequent disposal of shares acquired pursuant to the Plan.
REPORTS TO PARTICIPANTS
21. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement of account showing amounts invested, purchase prices, shares
purchased, and other information for the year to date will be mailed to each
participant as soon as practicable after each purchase of Common Stock, normally
within ten business days following such purchase. THESE STATEMENTS ARE A
CONTINUING RECORD OF CURRENT ACTIVITY AND THE COST OF PURCHASES AND SHOULD BE
RETAINED FOR TAX PURPOSES. Shareholders who have shares held with the Plan
Administrator in safekeeping will receive an annual statement of account.
In addition, participants will receive copies of communications sent to all
holders of Huntington's Common Stock, including the annual reports to
shareholders, notice of annual meetings and proxy statements, and information
for reporting dividend income for federal income tax purposes.
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DIVIDENDS
22. WILL PARTICIPANTS RECEIVE CASH DIVIDENDS ON SHARES HELD IN THEIR PLAN
ACCOUNTS?
Cash dividends on all shares of Common Stock, including fractional shares,
credited to a participant's Plan account, whether such shares were purchased
with reinvested dividends or optional cash payments, will be automatically
reinvested in additional shares.
23. HOW DOES A SHAREHOLDER WHO HAS ELECTED PARTIAL DIVIDEND REINVESTMENT
ARRANGE TO HAVE THE CASH PORTION OF EACH DIVIDEND PAYMENT ELECTRONICALLY
DEPOSITED DIRECTLY TO A SAVINGS OR CHECKING ACCOUNT?
Plan participants who have elected partial dividend reinvestment may
arrange for direct deposit of any cash dividends not being reinvested under the
Plan. Dividends designated for direct deposit will be paid by electronic
transfer of funds to the Plan participant's designated deposit account.
Verification of the deposit will be on the participant's regular account
statement issued by the financial institution maintaining the account. Plan
participants electing this option will also receive a direct deposit advice from
the Plan Administrator notifying the participant of the deposit.
To establish direct deposit of cash dividends, a Plan participant must
complete and submit to the Plan Administrator a signed Authorization Form and,
if the account to be credited is a checking account, a voided check (write the
word "void" across the face of a blank check). The Authorization Form requests
certain information about the financial institution where the account is
maintained, such as the ABA Transit Routing number of that financial
institution. If necessary, a Plan participant electing this option should
request assistance from a representative of his financial institution in
completing this information. If the shares in a Plan account are jointly held,
all registered owners must sign the Authorization Form.
A Plan participant may change the designated account for direct deposit or
discontinue this option by submitting a new Authorization Form or other written
instructions signed by the Plan participant to the Plan Administrator. Direct
deposit will begin, and any change in this option will be effective, with the
next dividend payment after receipt by the Plan Administrator of the new
Authorization Form or other written instructions, provided it is received at
least five business days before the record date for that dividend.
The Authorization Form also authorizes Huntington or its agent to debit
from the designated deposit account any amounts that were erroneously deposited.
By signing the Authorization Form, the Plan participant waives any claim against
Huntington, its agent, or the participant's financial institution with respect
to the operation of the direct deposit service.
CERTIFICATES FOR SHARES
24. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
No certificate will be issued to a participant for shares of Common Stock
credited to his Plan account unless he requests the Plan Administrator, in
writing, to do so, or until the participant's account is terminated. Shares of
Common Stock purchased through the Plan for a participant will be registered in
the name of the participant and credited to his Plan account. The number of
shares credited to a participant's Plan account, as well as the number of shares
of Common Stock held by the Plan Administrator in safekeeping for the
participant, will be shown on the periodic statement of his account.
A participant may, at any time, request in writing that the Plan
Administrator send him a certificate for all or part of the whole shares of
Common Stock credited to his Plan account or held by the Plan Administrator in
safekeeping (see Question 27). Any remaining whole or fractional shares will
continue to be credited to the Plan account or held by
10
<PAGE>
the Plan Administrator in safekeeping, as the case may be. Certificates for
fractional shares will not be issued under any circumstances.
25. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan will be maintained in the name in which
participants' shares of Common Stock were registered at the time they enrolled
in the Plan. Consequently, certificates for whole shares of Common Stock will
be similarly registered when issued unless the participant requests issuance of
the shares in a different name(s). If different registration of the shares is
desired, the participant should call the Plan Administrator for transfer
instructions (see Question 3). Shares held in safekeeping will continue to be
registered in the name in which the shares were registered at the time they were
delivered for safekeeping.
26. MAY SHARES IN A PLAN ACCOUNT OR SHARES HELD IN SAFEKEEPING BE PLEDGED?
No. Shares of Common Stock credited to the Plan account of a participant or
deposited with the Plan Administrator for safekeeping may not be pledged or
assigned, and any such purported pledge or assignment shall be void. A
participant who wishes to pledge or assign such shares must request that a
certificate for such shares be issued in his name.
WITHDRAWAL OF SHARES
27. HOW DOES A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN OR HELD BY
THE PLAN ADMINISTRATOR FOR SAFEKEEPING?
A participant may withdraw all or a portion of the whole shares of Common
Stock credited to his Plan account or held by the Plan Administrator for
safekeeping by notifying the Plan Administrator in writing (see Question 3),
specifying the number of whole shares to be withdrawn. Certificates for whole
shares of Common Stock so withdrawn will be issued to the participant, normally
within ten business days of receipt of the request for withdrawal. In no case
will certificates for fractional shares be issued. After a participant
withdraws shares of Common Stock from his Plan account or held by the Plan
Administrator for safekeeping, cash dividends on such shares will continue to be
reinvested in accordance with the instructions given by the participant on his
most recently dated Authorization Form, so long as the participant remains the
record holder of at least 100 shares and has not terminated his participation in
the Plan.
28. CAN A PARTICIPANT SELL SHARES OF COMMON STOCK HELD IN HIS PLAN ACCOUNT OR
HELD BY THE PLAN ADMINISTRATOR FOR SAFEKEEPING?
A participant may request that all or a portion of the shares of Common
Stock held in his Plan account or held by the Plan Administrator for safekeeping
be sold by completing the "Sale of Shares" section at the bottom of his account
statement or by writing a letter of instruction to the Plan Administrator (see
Question 3). Any such request must be signed by all registered owners listed on
the Plan account and the signatures must have a Medallion Guarantee by a
participating member of the Stock Transfer Association Medallion Program.
Generally, a Medallion Guarantee may be obtained from institutions such as
brokerage firms, commercial banks, thrifts, credit unions, and trust companies.
SALE OF ALL SHARES OF COMMON STOCK HELD IN A PARTICIPANT'S PLAN ACCOUNT DOES NOT
TERMINATE PLAN PARTICIPATION IF THE PARTICIPANT REMAINS THE REGISTERED OWNER OF
AT LEAST 100 SHARES OF COMMON STOCK, UNLESS THE PARTICIPANT SPECIFICALLY
REQUESTS SUCH TERMINATION. Sales will be executed within ten business days of
receipt by the Plan Administrator of a duly executed request. Proceeds from the
sale of shares of Common Stock will depend on, among other things, the market
price of the Common Stock at the time the sale order is executed by the Plan
Administrator. SUCH MARKET PRICE MAY VARY
11
<PAGE>
SIGNIFICANTLY BETWEEN THE TIME THE PARTICIPANT SUBMITS HIS REQUEST FOR SALE OF
THE SHARES AND THE TIME THE SALE ORDER IS PLACED BY THE PLAN ADMINISTRATOR WITH
A BROKER. THERE CAN BE NO GUARANTEE THAT THE SHARES OF COMMON STOCK WILL BE
SOLD AT A SPECIFIC PRICE. The participant will receive a check for the proceeds
of the sale, less a processing fee of $10, any brokerage commission, and any
applicable transfer tax incurred.
29. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN A PARTICIPANT DIRECTS THE PLAN
ADMINISTRATOR TO SELL OR OTHERWISE WITHDRAW ALL SHARES FROM HIS PLAN
ACCOUNT?
Any fractional share will be sold by the Plan Administrator and a cash
payment made to the participant for the sale price thereof, less any brokerage
commission and transfer tax incurred. The net proceeds of any fractional share,
together with any proceeds from the sale of whole shares or a certificate for
whole shares, as the case may be, will be mailed to the participant.
TERMINATION OF PARTICIPATION IN THE PLAN
30. HOW IS PARTICIPATION IN THE PLAN TERMINATED?
A participant may terminate his participation in the Plan at any time by
notifying the Plan Administrator in writing (see Question 3). If notice of
termination is received at least two business days before the record date for a
cash dividend, that dividend will be paid, in cash, to the participant;
otherwise that dividend will be reinvested for the participant's Plan account.
Any optional cash payment which has been received by the Plan Administrator
prior to receipt of notice to discontinue dividend reinvestment will be invested
in accordance with the Plan unless return of the payment is requested in a
written notice received by the Plan Administrator at least 48 hours prior to the
date when such cash payment is to be invested. Thereafter, the participant's
participation in the Plan will be terminated, his Plan account will be closed,
and all dividends on Common Stock held by the participant of record will be paid
directly to that participant.
In addition, a participant's participation will be automatically terminated
if he disposes of a number of shares of Common Stock so that the remaining
number of shares registered to him is less than 100 shares of Common Stock. Any
optional cash payment which is received by the Plan Administrator after the
Participant's ownership has fallen below 100 shares of Common Stock will be
returned. The participant's Plan account will be closed, and all dividends on
Common Stock held by the participant of record will be paid directly to that
participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of Common Stock by making
optional cash payments.
31. WHAT WILL PARTICIPANTS RECEIVE WHEN THEIR PARTICIPATION IN THE PLAN IS
TERMINATED?
The Plan Administrator will send to a participant whose participation in
the Plan has terminated a certificate for the number of whole shares in his Plan
account. Any fractional share will be sold and a cash payment will be made to
the participant for the sale price thereof, less any brokerage commission and
transfer tax incurred. A Medallion Guarantee of the participant's signature is
not required for the sale of a fractional share in conjunction with a
participant's termination of participation, unless it is requested that all or a
portion of the shares be sold (see Question 27).
12
<PAGE>
OTHER INFORMATION
32. WHAT HAPPENS WHEN A PARTICIPANT WHO IS REINVESTING DIVIDENDS ON ALL OR A
PORTION OF THE SHARES OF COMMON STOCK HELD IN CERTIFICATE FORM OR IN A PLAN
ACCOUNT SELLS OR TRANSFERS A PORTION OF SUCH SHARES?
If a participant who is reinvesting cash dividends on all of the shares of
Common Stock held in certificate form and all of the shares of Common Stock held
in a Plan account disposes of a portion of such shares, the Plan Administrator
will continue to reinvest the dividends on the remainder of such shares,
provided the participant continues to be the registered owner of at least 100
shares.
If a participant who is reinvesting cash dividends on a portion of the
shares of Common Stock held in certificate form or held in a Plan account
disposes of a portion of such shares, the Plan Administrator will continue to
reinvest cash dividends on the remainder of the shares up to the number of
shares of Common Stock authorized in the participant's most recent dated
Authorization Form, provided the participant is still the registered owner of at
least 100 shares.
For example, if a participant selected the partial dividend reinvestment
option and authorized the Plan Administrator to reinvest the cash dividends paid
on 200 shares of a total of 300 shares of Common Stock held in certificate form,
and then the participant disposes of 50 shares of Common Stock, the Plan
Administrator would continue to reinvest the cash dividends paid on 200 of the
remaining 250 shares. If instead the participant disposed of 150 shares of
Common Stock, the Plan Administrator would continue to reinvest the cash
dividends paid on the remaining 150 shares of Common Stock.
33. WHAT HAPPENS IF HUNTINGTON DECLARES A STOCK DIVIDEND OR A STOCK SPLIT?
Shares of Common Stock distributed by Huntington pursuant to a stock
dividend or a stock split with respect to ALL shares of Common Stock owned by
the participant, including shares of Common Stock deposited with the Plan
Administrator for safekeeping, held by the participant in certificate form, or
credited to a participant's Plan account, will be added to that participant's
Plan account. Shareholders who have shares deposited in safekeeping with the
Plan Administrator but who do not participate in the Plan will receive
certificates for stock dividends or stock splits paid on such shares held in
safekeeping.
34. IF HUNTINGTON HAS A RIGHTS OFFERING, HOW WILL A PARTICIPANT'S ENTITLEMENT
BE COMPUTED?
A participant's entitlement in a rights offering will be based upon the
participant's total holdings. However, rights certificates will be issued for
the number of whole shares only and rights based on a fraction of a share held
in a participant's Plan account will be sold for the participant's Plan account
and a check for the net proceeds will be sent to the participant.
35. HOW WILL A PARTICIPANT'S SHARES HELD BY THE PLAN ADMINISTRATOR BE VOTED AT
SHAREHOLDER'S MEETINGS?
Under Maryland law (the law of Huntington's state of incorporation),
shareholders of record may vote all shares of stock held of record by them. A
proxy card will be sent to each participant in connection with any annual or
special meeting of shareholders, as in the case of shareholders not
participating in the Plan. The proxy card will apply to all whole shares held
of record by the participant, including shares for which the participant holds
certificates, shares deposited with the Plan Administrator for safekeeping, and
all whole and fractional shares credited to the participant's Plan account.
The proxy card, if properly signed, will be voted in accordance with the
instructions given on the card. If no instructions are indicated on a properly
signed and returned proxy card, the shares represented thereby will be voted in
13
<PAGE>
accordance with management's recommendations specified on the proxy card. If
the proxy card is not returned or is returned unsigned, shares credited to a
participant's Plan account, shares deposited with the Plan Administrator for
safekeeping, and other shares held of record by the participant will be voted
only if he or a duly appointed representative votes in person at the meeting.
36. WHAT IS THE RESPONSIBILITY OF HUNTINGTON AND THE PLAN ADMINISTRATOR UNDER
THE PLAN?
In administering the Plan, Huntington and the Plan Administrator will not
be liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure to
terminate a participant's Plan account upon such participant's death or
adjudicated incompetency prior to receipt of notice in writing of such death or
incompetency, or any claim with respect to the timing or price of any purchase
or sale.
PARTICIPANTS MUST RECOGNIZE THAT NEITHER HUNTINGTON NOR THE PLAN
ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON
SHARES PURCHASED OR SOLD UNDER THE PLAN. There can be no assurance that shares
of Common Stock purchased under the Plan will be worth more or less, at any
particular time, than the purchase price of such shares. Plan participants
should note that purchases of Common Stock under the Plan with reinvested
dividends and optional cash payments will be made systematically, and in fixed
amounts in the case of reinvested dividends and automatic debits from eligible
deposit accounts, in accordance with the terms of the Plan, unlike purchases
made in the discretion of the Plan participant on the open market. Accordingly,
the timing and amount of purchases for a participant under the Plan will not be
subject to the Plan participant's judgment regarding the market price for Common
Stock or other existing or anticipated market conditions at the time shares are
purchased.
The Plan does not represent a change in Huntington's dividend policy or a
guarantee of future dividends which will continue to be determined by the Board
of Directors in light of Huntington's earnings, financial condition, and other
factors.
37. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Huntington reserves the right to suspend or terminate the Plan at any time,
including during the period between a dividend record date and the related
payment date. Huntington also reserves the right to make modifications to the
Plan. Participants will be notified of any suspension, modification, or
termination. Except as stated below, upon termination of the Plan, any
uninvested optional cash payments will be returned, certificates for whole
shares credited to participants' Plan accounts will be issued, and cash payment
will be made for any fractional shares credited to participants' Plan accounts.
If Huntington terminates the Plan for the purpose of establishing another
dividend reinvestment and Common Stock purchase plan, participants in the Plan
will, if Huntington so elects, be enrolled automatically in such other plan and
shares credited to their Plan accounts will be credited automatically under such
other Plan unless notice to the contrary is received.
Huntington also reserves the right to terminate any shareholder's
participation in the Plan at any time.
38. HOW IS THE PLAN TO BE INTERPRETED?
The Plan, the Authorization Form, and the participants' Plan accounts shall
be governed by and construed in accordance with the laws of the State of Ohio
and applicable state and federal securities laws, and cannot be modified orally.
Any question of interpretation arising under the Plan will be determined by
Huntington and any such interpretation will be final.
Huntington may adopt rules and regulations for the Administration of the
Plan.
14
<PAGE>
39. WHAT IS SUFFICIENT NOTICE TO A PARTICIPANT?
Any notice or certificate which is to be given by the Plan Administrator to
a participant shall be in writing and shall be deemed to have been sufficiently
given for all purposes when deposited, postage prepaid, in the United States
mail, addressed to the participant at the participant's address as it shall last
appear on the Plan Administrator's records.
40. CAN SUCCESSOR PLAN ADMINISTRATORS BE NAMED?
Huntington may from time to time designate a bank or trust company as
successor Plan Administrator under the Plan.
USE OF PROCEEDS
Huntington does not know the number of shares of Common Stock that it will
ultimately sell under the Plan or the prices at which those shares will be sold.
When shares are purchased pursuant to the Plan directly from Huntington,
proceeds from such sale are intended to be used for general corporate purposes.
EXPERTS
The consolidated financial statements of Huntington, incorporated by
reference in Huntington's Annual Report on Form 10-K for the year ended December
31, 1995, have been audited by Ernst & Young, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
LEGAL OPINION
The validity of the shares of Common Stock of Huntington offered hereby has
been passed upon for Huntington by Porter, Wright, Morris & Arthur, Columbus,
Ohio.
INDEMNIFICATION
Under Huntington's Articles of Incorporation, as amended, directors and
officers of Huntington are entitled to be indemnified to the fullest extent
permitted by law in connection with actual or threatened lawsuits or proceedings
arising out of their service to Huntington or to another organization at the
request of Huntington. With respect to indemnification of directors, officers
and controlling persons of Huntington for liabilities arising under the
Securities Act of 1933, Huntington has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is therefore, unenforceable.
15
<PAGE>
- - --------------------------------------- ---------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF DOCUMENTS BY REFERENCE................................... 2
THE COMPANY............................................................... 3
THE PLAN.................................................................. 3
Purpose and Advantages................................................. 3
Administration......................................................... 4
Participation.......................................................... 4
Purchases.............................................................. 5
Optional Cash Purchases................................................ 6
Costs.................................................................. 8
Federal Income Tax Consequences........................................ 8
Reports to Participants................................................ 9
Dividends.............................................................. 10
Certificates for Shares................................................ 10
Withdrawal of Shares................................................... 11
Termination of Participation in the Plan............................... 12
Other Information...................................................... 13
USE OF PROCEEDS........................................................... 15
EXPERTS................................................................... 15
LEGAL OPINION............................................................. 15
INDEMNIFICATION........................................................... 15
</TABLE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS. ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY HUNTINGTON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF HUNTINGTON SINCE THE DATE HEREOF. IN THAT CONNECTION, REFERENCE
IS MADE TO "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
[LOGO]
HUNTINGTON BANCSHARES
INCORPORATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
PROSPECTUS
DATED OCTOBER 25, 1996
- - --------------------------------------- ---------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Filing Fees . . . . . . . . . . . . . . . . . . . . $ 76,940
Printing Expenses . . . . . . . . . . . . . . . . . 14,000 *
Fees of Counsel . . . . . . . . . . . . . . . . . . 26,000 *
Fees of Independent Auditors . . . . . . . . . . . 10,000 *
Miscellaneous . . . . . . . . . . . . . . . . . . . 3,060 *
_________
Total . . . . . . . . . . . . . . . . . . . . $ 130,000 *
______________
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation, as amended, provide
that it shall indemnify its directors to the full extent of the general laws of
the State of Maryland now or hereafter in force, including the advance of
expenses to directors subject to procedures provided by such laws; its officers
to the same extent it shall indemnify its directors; and its officers who are
not directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law.
Section 2-418 of the Maryland general corporation law provides, in
substance, that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director in
connection with the proceeding, unless it is proved that the act or omission of
the director was material to the cause of action adjudicated in the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty; or the director actually received an improper personal benefit in
money, property or services; or, in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Notwithstanding the above, a director may not be indemnified in respect of any
proceeding, by or in the right of the corporation, in which such director shall
have been adjudged liable to the corporation or in respect of any proceeding
charging improper receipt of a personal benefit.
Termination of any proceeding by judgment, order or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct. Termination of any proceeding by conviction, or plea of nolo
contendere or its equivalent, or entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director did not meet the
<PAGE>
requisite standard of conduct. Indemnification is not permitted unless
authorized for a specific proceeding, after a determination that indemnification
is permissible because the requisite standard of conduct has been met (1) by a
majority of a quorum of directors not at the time parties to the proceeding (or
a majority of a committee of two or more such directors designated by the full
board); (2) by special legal counsel selected by the board of directors; or (3)
by the stockholders.
The reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of both a written
affirmation by the director of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met, and a
written undertaking by or on behalf of the director to repay the amount if it
shall be ultimately determined that the standard of conduct has not been met.
The indemnification and advancement of expenses provided or authorized by
Section 2-418 are not exclusive of any other rights to which a director may be
entitled both as to action in his official capacity and as to action in another
capacity while holding such office.
Pursuant to Section 2-418, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who, while serving in such capacity, is or was at
the request of the corporation serving as a director, officer, partner, trustee,
employee or agent of another corporation or legal entity or of an employee
benefit plan, against liability asserted against and incurred by such person in
any such capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under Section
2-418. A corporation may provide similar protection, including a trust fund,
letter of credit or surety bond, which is not inconsistent with Section 2-418.
A subsidiary or an affiliate of the corporation may provide the insurance or
similar protection.
Subject to certain exceptions, the directors and officers of the Registrant
and its affiliates are insured to the extent of 100% of loss up to a maximum of
$35,000,000 (subject to certain deductibles) in each policy year because of any
claim or claims made against them by reason of their wrongful acts while acting
in their capacities as such directors or officers and up to a maximum of
$10,000,000 (subject to certain deductibles) in each policy year because of any
claim or claims made against them by reason of their wrongful acts while acting
in their capacities as fiduciaries in the administration of certain of the
Registrant's employee benefit programs. The Registrant is insured, subject to
certain retentions and exceptions, to the extent it shall have indemnified the
directors and officers for such loss.
ITEM 16. EXHIBITS.
Reference is made to the information contained in the Exhibit Index filed
as part of this Registration Statement.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit
II-3
<PAGE>
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement, shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on October 25, 1996.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Ralph K. Frasier
------------------------------------
Ralph K. Frasier, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
Frank Wobst* Chairman and Chief )
- - --------------------- )
Executive Officer )
(principal executive officer) )
)
)
Zuheir Sofia* President, Treasurer, and Director )
- - --------------------- )
Zuheir Sofia )
)
)
W. Lee Hoskins* Vice Chairman and Director )
- - --------------------- )
W. Lee Hoskins )
)
)
Gerald R. Williams* Executive Vice President ) October 25, 1996
- - --------------------- and Chief Financial Officer )
Gerald R. Williams (principal financial officer) )
)
)
John D. Van Fleet* Senior Vice President and )
- - --------------------- )
John D. Van Fleet Corporate Controller )
(principal accounting officer) )
II-5
<PAGE>
)
)
Don M. Casto III* Director )
- - --------------------- )
Don Monroe Casto III )
)
)
Don Conrad* Director )
- - --------------------- )
Don Conrad )
)
)
John B. Gerlach* Director )
- - --------------------- )
John B. Gerlach )
)
)
Patricia T. Hayot* Director )
- - --------------------- )
Patricia T. Hayot )
)
)
Wm. J. Lhota* Director )
- - --------------------- )
Wm. J. Lhota )
)
)
Director )
- - --------------------- )
George A. Skestos )
)
) October 25, 1996
Director )
- - --------------------- )
Lewis R. Smoot, Sr. )
)
)
Timothy P. Smucker* Director )
- - --------------------- )
Timothy P. Smucker )
)
)
William J. Williams* Director )
- - --------------------- )
William J. Williams )
*By: /s/ Ralph K. Frasier
-------------------------------------------
Ralph K. Frasier, attorney-in-fact
for each of the persons indicated
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4 Reference is made to Articles Fifth, Eighth and Tenth of Articles of
Restatement of Charter, previously filed as Exhibit 3(i) to Form 10-K
for the year ended December 31, 1993, and incorporated herein by
reference. Also, reference is made to Rights Plan, dated February 22,
1990, previously filed as Exhibit 1 to Registration Statement on Form
8-A, and incorporated herein by reference and to Amendment No. 1 to
the Rights Agreement, dated as of August 16, 1995, previously filed as
Exhibit 4(b) to Form 8-K filed with the Securities and Exchange
Commission on August 28, 1995, and incorporated herein by reference.
5 * Opinion of Porter, Wright, Morris & Arthur.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 * Power of Attorney.
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*Previously filed.
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[LETTERHEAD]
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 1 to the Registration Statement (S-3 No. 33-52569) and
related Prospectus pertaining to the Dividend Reinvestment and Common Stock
Purchase Plan of Huntington Bancshares Incorporated and to the incorporation by
reference therein of our report dated January 10, 1996, with respect to the
consolidated financial statements of Huntington Bancshares Incorporated
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
