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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: JULY 14, 1997
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HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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 July 14, 1997, Huntington Bancshares Incorporated ("Huntington")
issued a news release announcing its earnings for the second quarter and six
months ended June 30, 1997. The information contained in the news release,
which is attached as an exhibit to this report, is incorporated herein by
reference.
In addition, effective June 30, 1997, Huntington Bancshares Indiana,
Inc., Huntington Bancshares Michigan, Inc., Huntington Bancshares West
Virginia, Inc., and The Huntington Financial Services Company, were merged into
Huntington. Also effective June 30, 1997, The Huntington National Bank of
Florida, The Huntington National Bank of Indiana, Huntington National Bank of
West Virginia, Huntington Banks of Michigan, The Huntington Trust Company,
National Association, and The Huntington Trust Company of Florida, National
Association were merged into The Huntington National Bank, a wholly owned
subsidiary of Huntington. The current subsidiaries of Huntington are described
in Exhibit 99(b) of this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99(a) -- News release of Huntington Bancshares Incorporated,
dated July 14, 1997.
Exhibit 99(b) -- Subsidiaries of Huntington Bancshares Incorporated.
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: July 30, 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(a) * News release of Huntington Bancshares Incorporated
issued on July 14, 1997.
99(b) * Subsidiaries of Huntington Bancshares Incorporated.
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* Filed with this report.
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Exhibit 99(a)
[logo]
NEWSRELEASE Huntington
Banks
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT
SUBMITTED: JULY 14, 1997 ANNE CREEK (614) 480-3954
CHERI GRAY (614) 480-3803
HUNTINGTON BANCSHARES REPORTS RECORD EARNINGS
FOR THE SECOND QUARTER AND FIRST SIX MONTHS OF 1997
COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN:
www.huntington.com) today reported earnings per share of $.46 for the quarter
and $.88 for the first half of 1997, representing increases of 15.0% and 11.4%,
respectively, versus the same periods last year, adjusted for the ten percent
stock dividend that will be distributed to shareholders July 31, 1997. Record
second quarter earnings of $72.5 million represent an 11.5% increase over the
same period one year ago. Net income for the first six months of the year was
$139.0 million, up approximately 9% from 1996.
Frank Wobst, chairman, and chief executive officer of Huntington Bancshares
Incorporated, remarked, "We are pleased about the second quarter results. Our
return on assets of 1.35%, return on equity of 18.52%, and efficiency ratio of
53.5% reflect Huntington's commitment to provide superior returns to its
shareholders through strong revenue and controlled expense growth."
Loan growth continues to be solid. Compared with the same period last year,
average loans grew 11.1% and were up 3.6% from the first quarter of this year.
Average total deposits increased to $14.3 billion for the three months ended
June 30, 1997, reflecting 10.9% growth from one year ago and a 7.4% increase
over the first quarter of 1997.
Net interest income was $225.2 million in the recent three months, an
increase of 19.0% over the same period in 1996. For the six months ended June
30, 1997, net interest income of $436.7 million was 16.8% higher than the first
half of last year. The 4.50% margin reported for the second quarter was 35 basis
points better than one year ago and 15 basis points above the first three months
of this year.
Non-interest income, excluding securities gains, totaled $65.9 million and
$129.8 million, respectively, in the recent quarter and six months, compared
with $67.0 million and $128.0 million for the same periods last year. Adjusted
for non-recurring income recognized in second quarter 1996 from the sale of a
portion of Huntington's interest in credit card payment processing contracts,
non-interest income increased by approximately 5% on both a quarter and
year-to-date basis. Growth in electronic banking fees and trust revenues was
particularly strong.
(more)
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Non-interest expense totaled $156.1 million in the second quarter of 1997,
compared with $145.5 million in the same three months of 1996, a 7.3% increase.
The full quarter impact of Huntington's Citi-Bancshares acquisition combined
with higher advertising and marketing expenses in 1997 represent the majority of
the increase. Adjusted for the impact of the acquisition, second quarter 1997
expenses were down versus the first three months of the year and increased only
4.9% from one year ago. For the first half of the year, non-interest expense of
$311.4 million was 7.8% higher than the same period last year. Adjusted for
acquisitions, expense growth would be 5.8%.
Asset quality measures remain strong. Non-performing assets declined to
$70.6 million compared with $78.7 million as of June 30, 1996, and a first
quarter 1997 total of $81.1 million. During the quarter, Huntington increased
its allowance for loan losses to $212.7 million, or 1.41% of total loans.
Coverage ratios also strengthened to 374.78% of non-performing loans and 297.52%
of non-performing assets. Net charge-offs in the second quarter were .60%
compared with .43% for the first three months of this year.
Average equity to assets was 7.26% for the recent quarter and 7.24% for the
first half of 1997. On a period-end basis, this ratio strengthened to 7.60%. The
company's Tier I and total risk-based capital ratios were 8.90% and 12.26%,
respectively, and its Tier I leverage ratio was 7.55% at June 30, 1997, well
above the regulatory requirements for a "well capitalized" bank.
On May 5, 1997, Huntington announced the acquisition of First Michigan Bank
Corporation, Holland, Michigan. First Michigan is a premier banking franchise
with significant market share in Western Michigan and $3.6 billion in assets.
The combined company would have assets in excess of $25 billion, approximately
445 banking offices, shareholders' equity of approximately $1.9 billion and a
market capitalization of over $5 billion. Subject to regulatory and shareholder
approvals, the transaction is expected to close late in the third quarter of
1997. A special shareholders meeting is scheduled for September 10, 1997 for the
purpose of considering the proposed merger. The Huntington also recently
announced the acquisition of The Bank of Winter Park, a $90 million bank
headquartered in Orlando, Florida. This transaction is expected to be completed
in the fourth quarter of 1997.
Huntington Bancshares is a regional bank holding company headquartered in
Columbus, Ohio. The company's banking subsidiaries operate 356 offices in Ohio,
Florida, Indiana, Kentucky, Michigan and West Virginia. Huntington's mortgage,
trust, investment banking and automobile finance subsidiaries manage 81 offices
in the six states mentioned as well as Georgia, Maryland, New Jersey, North
Carolina, Pennsylvania and South Carolina.
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HUNTINGTON BANCSHARES INCORPORATED
COMPARATIVE SUMMARY (CONSOLIDATED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
CONSOLIDATED RESULTS THREE MONTHS ENDED SIX MONTHS ENDED
OF OPERATIONS JUNE 30, CHANGE JUNE 30, CHANGE
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1997 1996 % 1997 1996 %
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<S> <C> <C> <C> <C> <C> <C>
Interest Income $429,152 $375,079 14.4% $834,336 $749,375 11.3%
Interest Expense 203,976 185,786 9.8 397,640 375,364 5.9
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Net Interest Income 225,176 189,293 19.0 436,696 374,011 16.8
Provision for Loan Losses 26,382 11,843 122.8 45,274 23,666 91.3
Securities Gains 3,604 200 N.M. 5,581 7,290 (23.4)
Non-Interest Income 65,946 66,976 (1.5) 129,770 128,048 1.3
Non-Interest Expense 156,126 145,466 7.3 311,441 288,962 7.8
Provision for Income Taxes 39,672 34,072 16.4 76,336 68,808 10.9
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NET INCOME $ 72,546 $ 65,088 11.5% $138,996 $127,913 8.7%
======== ======== ======== ========
PER COMMON SHARE AMOUNTS (1)
Net Income
Pre-stock dividend $0.50 $0.45 $0.97 $0.87
Post-stock dividend $0.46 $0.40 15.0% $0.88 $0.79 11.4%
Cash Dividends Declared
Pre-stock dividend $0.20 $0.18 $0.40 $0.36
Post-stock dividend $0.18 $0.16 12.5% $0.36 $0.32 12.5%
Shareholders' Equity
(period end)
Pre-stock dividend $11.33 $10.10 $11.33 $10.10
Post-stock dividend $10.30 $9.18 12.2% $10.30 $9.18 12.2%
AVERAGE COMMON SHARES
OUTSTANDING (000'S) (1)
Pre-stock dividend 144,768 146,205 143,800 147,382
Post-stock dividend 159,245 160,826 (1.0)% 158,180 162,121 (2.4)%
KEY RATIOS
Return On:
Average Total Assets 1.35% 1.32% 1.31% 1.29%
Average Shareholders' Equity 18.52% 17.56% 18.14% 16.77%
Efficiency Ratio 53.46% 56.86% 54.82% 57.53%
Net Interest Margin 4.50% 4.15% 4.43% 4.09%
Average Equity/Average Assets 7.26% 7.51% 7.24% 7.70%
Tier I Risk-Based Capital Ratio
(period end) 8.90% 8.05% 8.90% 8.05%
Total Risk-Based Capital Ratio
(period end) 12.26% 11.59% 12.26% 11.59%
Tier I Leverage Ratio
(period end) 7.55% 6.81% 7.55% 6.81%
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT
OF CONDITION DATA AT JUNE 30, CHANGE
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1997 1996 %
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<S> <C> <C> <C>
Total Loans $15,132,937 $13,688,675 10.6%
Total Deposits $14,591,064 $13,112,831 11.3
Total Assets $21,584,242 $20,321,166 6.2
Shareholders' Equity $ 1,640,329 $ 1,475,296 11.2
ASSET QUALITY
Non-performing loans $ 56,751 $ 57,028
Total non-performing assets $ 70,620 $ 78,748
Allowance for loan losses/total loans 1.41% 1.44%
Allowance for loan losses/non-performing loans 374.78% 344.54%
Allowance for loan losses and other real
estate/non-performing assets 297.52% 238.03%
</TABLE>
(1) Post-stock dividend amounts have been adjusted for the ten percent stock
dividend payable in July 1997.
N.M.-Not meaningful
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Exhibit 99(b)
SUBSIDIARIES OF HUNTINGTON BANCSHARES INCORPORATED
The subsidiaries of Huntington Bancshares Incorporated are listed below. The
state or jurisdiction of incorporation or organization of each subsidiary
(unless otherwise noted) is Ohio.
The Huntington National Bank (United States) and its direct and indirect
subsidiaries, 41 South High Ltd., The Huntington Leasing Company, The
Huntington Mortgage Company, Huntington Residential Mortgage Securities, Inc.,
The Huntington Investment Company, Forty-One Corporation, First Sunset
Development, Inc., SFA Holding, Inc., East Sound Realty, Inc., Lodestone Realty
Management, Inc., WS Realty, Inc., Fourteen Corporation, Airbase Realty
Company, HNB Clearing, Inc., National Returns Clearinghouse, Ltd., The Check
Exchange System Co., Thirty-Seven Corporation, Vehicle Reliance Company,
Huntington Trade Services, Inc., Huntington Trade Services, Asia, Limited (Hong
Kong), Cybermark L.L.C., Huntington Merchant Services L.L.C., First Macomb
Mortgage Company (Michigan), and Huntington Insurance Agency, Inc. (Florida).
CB&T Capital Investment Company, Inc. (West Virginia).
Huntington Bancshares Florida, Inc.
Huntington Capital Corp.
Huntington Bancshares Financial Corporation
The Huntington Acceptance Company
The Huntington National Life Insurance Company (Arizona)
Huntington Bancshares Ohio, Inc.
The Huntington State Bank and its direct and indirect subsidiaries, Huntington
Insurance Agency Services, Inc., Huntington Insurance Agency, Inc., Huntington
Life Insurance Agency, Inc., Huntington Insurance Agency, Inc.
(Michigan), and Huntington Property and Casualty Insurance Agency, Inc.
The Huntington Service Company
The Huntington Community Development Corporation
Security First Network Bank, FSB (United States) and its direct subsidiary,
Security First Technologies, Inc. (Kentucky).*
Money Station, Inc.
Heritage Service Corporation
Huntington Capital I
* - Huntington owns less than 5% voting interest in Security First Network
Bank, FSB, which owns 100% of Security First Technologies, Inc.; however,
Huntington is deemed by the Federal Reserve Board to have a controlling
interest in Security First Technologies, Inc.
