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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: DECEMBER 8, 1997
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HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Maryland 0-2525 31-0724920
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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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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ITEM 5. OTHER EVENTS.
On December 8, 1997, Huntington Bancshares Incorporated, a Maryland
corporation ("Huntington"), and NationsBank Corporation, a bank holding company
having its principal offices in Charlotte, North Carolina ("NationsBank"),
entered into a Purchase and Assumption Agreement, dated as of December 8, 1997
(the "Agreement"), whereby Huntington will acquire 60 Barnett Banks, Inc.
banking offices ("Barnett") and associated deposit and loan products located in
Florida (the "Acquisition"). On August 29, 1997, NationsBank had previously
entered into an Agreement and Plan of Merger with Barnett for the purpose of
acquiring Barnett and it's subsidiaries. The banking office sale was initiated
to satisfy antitrust regulations.
Huntington will pay NationsBank a premium of approximately $523 million
for the deposits, loans, and fixed assets of the Barnett banking offices with
the exact amount being determined by deposit levels at closing.
The Acquisition is subject to the consummation of the merger between
NationsBank and Barnett, regulatory approval, and other customary conditions to
closing.
Huntington's news release issued on December 9, 1997 regarding the
Acquisition is attached as an exhibit to this report and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99 -- News release of Huntington Bancshares Incorporated, dated
December 9, 1997.
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: December 17, 1997 By: /s/ Gerald R. Williams
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Gerald R. Williams, Executive Vice
President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page
99* News release of Huntington Bancshares
Incorporated issued on December 9, 1997.
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* Filed with this report.
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Exhibit 99
NEWS RELEASE [HUNTINGTON BANKS LOGO]
FOR IMMEDIATE RELEASE
SUBMITTED: DECEMBER 9, 1997
FOR FURTHER INFORMATION, CONTACT:
<TABLE>
<CAPTION>
MEDIA: ANALYSTS:
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<S> <C> <C>
NATIONSBANK SCOTT SCREDON (404) 607-5225 SUSAN CARR (704) 386-8059
BARNETT BANKS JERRI FRANZ (904) 791-5455 JOHN GLOVER (904) 791-7627
HUNTINGTON BANCSHARES HILLARY JEFFERS (614) 480-5413 LAURIE COUNSEL (614) 480-3878
</TABLE>
HUNTINGTON BANCSHARES TO DOUBLE PRESENCE IN FLORIDA WITH
PURCHASE OF BARNETT BANKING OFFICES FROM NATIONSBANK
COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN),
Barnett Banks Inc. (NYSE: BBI) and NationsBank Corporation (NYSE: NB) jointly
announced today they have signed a definitive agreement for Huntington to
acquire 60 Barnett Bank banking offices and associated deposit and loan products
from NationsBank in Florida, primarily concentrated in the Tampa/St. Petersburg
area. This transaction will more than double Huntington's deposits and banking
offices, making it one of the largest banks in the state.
Huntington will purchase the assets and liabilities of certain Barnett
banking offices in the following banking markets:
- Tampa, St. Petersburg, Sarasota and Ft. Myers, representing $2.3
billion in deposits;
- Melbourne, representing $156 million in deposits; and,
- Daytona, representing $120 million in deposits.
The purchase includes both consumer and commercial accounts associated with the
banking offices. Barnett will retain the rest of its current business in these
five markets. Huntington plans to retain all the Barnett associates currently
employed at the banking offices it acquires.
"We view this purchase as an excellent opportunity to acquire market
share in locations that complement Huntington's current market position in
Florida," said Frank Wobst, chairman and chief
VISIT THE HUNTINGTON'S WEB SITE AT www.huntington.com
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executive officer of Huntington Bancshares Incorporated. "Huntington is uniquely
positioned to leverage this opportunity through our existing Central and West
Coast Florida franchise and infrastructure." In addition to the $2.6 billion in
deposits, the acquisition will bring to Huntington approximately $1.6 billion in
loans and 212,000 customer relationships.
The transaction is expected to close in the second quarter of 1998,
subject to approval by appropriate regulatory authorities and the completion of
the Barnett merger with NationsBank. Under terms of the agreement, Huntington
will pay a premium of approximately $523 million (present valued tax benefits of
$102 million) for the deposits, loans, and fixed assets, with the exact amount
being determined by deposit levels at closing. Continuing its tradition of
maintaining strong capital, Huntington will provide additional capital for this
transaction by issuing a combination of trust preferred securities and common
stock. Each offering will be made only by means of a prospectus. The
acquisition, together with the issuance of additional capital, is expected to be
$0.01 accretive to Huntington's 1998 earnings per share and $0.06 accretive to
1998 cash earnings per share. Likewise, the acquisition is expected to be $0.02
accretive to 1999 earnings per share and $0.12 accretive to 1999 cash earnings
per share.
Today's transaction is part of the NationsBank merger with Barnett
announced August 29, 1997, which is pending regulatory and shareholder approval.
The banking office sale was initiated to satisfy antitrust regulations.
"We are very pleased to have achieved this agreement with Huntington
and believe it represents a solution that best serves our associates, our
customers and the interests of Florida," said Allen L. Lastinger, Jr., who will
be chairman of NationsBank Florida following Barnett's merger.
Lastinger said it will be "business as usual" for associates and
customers at the affected branches until legal closing of the purchase. "We have
a great deal of respect for Huntington and view them as a formidable competitor
as both companies strive to offer the best possible service to Florida
residents."
With over 131 years of serving the financial needs of its customers,
Huntington Bancshares Incorporated is a regional bank holding company
headquartered in Columbus, Ohio with assets of $25.6 billion. Huntington entered
the Florida market in the mid-1980's and has significantly increased its bank
acquisition activity there since 1995. Including the banking offices acquired
from NationsBank, the company will have 110 banking offices in Florida with $4.1
billion in deposits.
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Huntington provides innovative products and services through its 531 offices in
Ohio, Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, New Jersey, North
Carolina, Pennsylvania, South Carolina, Virginia and West Virginia. Huntington
also offers products and services through its technologically-advanced, 24-hour
telephone bank, a network of more than 1,200 ATMs and its Web Bank at
www.huntington.com. It was recently added to the S & P 500 index.
NationsBank has retail and commercial banking operations in 16 states
and the District of Columbia. As of September 30, 1997, NationsBank had total
assets of $242 billion.
FORWARD LOOKING STATEMENT DISCLOSURE
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This press release contains forward-looking statements which are subject to
numerous assumptions, risks and uncertainties. Actual results could differ
materially from those contained or implied by such statements for a variety of
factors including changes in economic conditions; movements in interest rates;
competitive pressures on product pricing and services; success and timing of
business strategies; and the nature and extent of legislative and regulatory
actions and reforms.
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