HUNTINGTON BANCSHARES INC/MD
8-K, 1997-04-15
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

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

                                   ----------

                          DATE OF REPORT: APRIL 9, 1997

                                   ----------

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

                                   ----------


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



                                Huntington Center
                              41 South High Street
                              Columbus, Ohio 43287
                                 (614) 480-8300
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                                   ----------



<PAGE>   2




ITEM  5.  OTHER EVENTS.

         On April 9, 1997, Huntington Bancshares Incorporated ("Huntington")
issued a news release announcing its earnings for the first quarter ended March
31, 1997. The information contained in the news release, which is attached as an
exhibit to this report, is incorporated herein by reference.


ITEM  7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.

         Exhibit 99 -- News release of Huntington Bancshares Incorporated, dated
April 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: April 15, 1997           By: /s/ Gerald R. Williams
                                  -----------------------
                                  Gerald R. Williams, Executive Vice President
                                  and Chief Financial Officer










<PAGE>   3



                                  EXHIBIT INDEX


             Exhibit No.       Description                                 Page

               99    *         News Release of Huntington Bancshares
                               Incorporated issued on April 9, 1997.


- -------------------
*  Filed with this report.























<PAGE>   1

NEWSRELEASE                                 [HUNTINGTON BANKS LOGO]


FOR IMMEDIATE RELEASE                      FOR FURTHER INFORMATION, CONTACT:
SUBMITTED:  APRIL 9, 1997                  JACQUELINE THURSTON (614) 480-3878

                     HUNTINGTON BANCSHARES REPORTS EARNINGS
                    INCREASE OF 12% FOR FIRST QUARTER OF 1997

         COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN;
www.huntington.com) today reported earnings per share of $.47, an increase of
12% from $.42 per share in the first quarter of 1996. Net income was $66.5
million for the first quarter of 1997 compared with $62.8 million for the same
period one year ago. For the recent three months, Huntington's return on average
equity was 17.75% and return on average assets was 1.28%.

         "Net interest income was up 14.5%, with average loans increasing 9%
from one year ago. Consumer loan and lease growth was particularly strong at
13.3%. In addition, we completed our acquisition of Citi-Bancshares, Inc. in
Leesburg, Florida bringing total assets in Central and West Coast Florida to
approximately $2 billion," stated Frank Wobst, chairman and chief executive
officer of Huntington Bancshares Incorporated.

         The net interest margin for the quarter was 4.35%, an increase of 32
basis points from the first quarter of 1996. Interest rate swaps and other
off-balance sheet financial instruments provided a modest contribution in the
recent three months versus a reduction of $15.1 million one year ago.

         Non-interest income, excluding securities transactions, amounted to
$63.8 million for the first three months of 1997 compared with $61.1 million
during the same period last year. Electronic banking fees, investment product
sales and trust services showed the most significant increases.

         Non-interest expense increased 8.2% to $155.3 million compared with
$143.5 million one year ago. Adjusting for the effects of acquisitions accounted
for under the purchase method, non-interest expenses increased 6.2%. Advertising
costs associated with Huntington's branding campaign also contributed to the
growth in expenses. The efficiency ratio continued to be solid at 56.3% compared
with 58.2% in the same period last year.

         The company's asset quality remains strong. At March 31, 1997,
non-performing assets as a percentage of total loans and other real estate were
 .54% down from .62% one year ago. The coverage ratio was 341% up from 313% at
March 31, 1996. Huntington's allowance for loan losses (ALL) represented 1.40%
of total loans at the end of the first quarter. Net charge-offs as a percent of
average loans were .43% for the three month period.

         Huntington Bancshares is a regional bank holding company headquartered
in Columbus, Ohio with assets in excess of $21 billion. The company's banking
subsidiaries operate 355 offices in Ohio, Florida, Indiana, Kentucky, Michigan
and West Virginia. Huntington's mortgage, trust, investment banking, and
automobile finance subsidiaries manage 80 offices in the six states mentioned as
well as Georgia, Maryland, New Jersey, North Carolina, Pennsylvania, and
Virginia.


                                    #  #  #
<PAGE>   2
                       HUNTINGTON BANCSHARES INCORPORATED
                       COMPARATIVE SUMMARY (CONSOLIDATED)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>

CONSOLIDATED RESULTS                       THREE MONTHS ENDED
    OF OPERATIONS                              MARCH 31,           CHANGE
- -----------------------------           ----------------------------------------
                                            1997            1996            %
                                        ------------    ------------    --------

<S>                                       <C>              <C>              <C> 
Interest Income                           $405,184         $374,296         8.3%
Interest Expense                           193,664          189,578         2.2
                                          --------         --------
Net Interest Income                        211,520          184,718        14.5
Provision for Loan Losses                   18,892           11,823        59.8
Securities Gains                             1,977            7,090        N.M.
Non-Interest Income                         63,824           61,072         4.5
Non-Interest Expense                       155,315          143,496         8.2
Provision for Income Taxes                  36,664           34,736         5.6
                                          --------         --------
NET INCOME                                 $66,450          $62,825         5.8%
                                          ========         ========

PER COMMON SHARE AMOUNTS (1)
- ----------------------------
  Net Income                                 $0.47            $0.42        11.9%

  Cash Dividends Declared                    $0.20            $0.18        11.1%

  Shareholders' Equity
    (period end)                            $10.82           $10.27         5.4%

Average Shares
  Outstanding (1)                          142,821          148,559        (3.9%)


KEY RATIOS
- -----------
<S>                                          <C>              <C>    
Return On:
  Average Total Assets                        1.28%            1.26%
  Average Shareholders' Equity               17.75%           16.02%
Efficiency Ratio                             56.27%           58.24%
Net Interest Margin                           4.35%            4.03%
Average Equity/Average Assets                 7.21%            7.89%
Tier I Risk-Based Capital Ratio              
    (period end)                              8.92%            7.94%
Total Risk-Based Capital Ratio               
    (period end)                             12.34%           11.53%
Tier I Leverage Ratio                        
    (period end)                              7.60%            6.62%
                                            
<CAPTION>
CONSOLIDATED STATEMENT
  OF CONDITION DATA                                        AT MARCH 31,          CHANGE
- ------------------------------                     ------------------------------------
                                                       1997            1996         %
                                                   -----------     -----------     ---
<S>                                                <C>             <C>             <C>  
Total Loans                                        $14,869,139     $13,369,308     11.2%
Total Deposits                                     $13,940,274     $13,006,213      7.2
Total Assets                                       $21,603,478     $20,137,982      7.3
Shareholders' Equity                               $ 1,569,076     $ 1,502,510      4.4

ASSET QUALITY
- -------------
Non-performing loans                               $    61,225     $    63,108
Total non-performing assets                        $    81,075     $    83,494
Allowance for loan losses/total loans                     1.40%           1.48%
Allowance for loan losses/non-performing loans          340.98%         312.76%
Allowance for loan losses and other real                                       
     estate/non-performing assets                       254.48%         225.01%
                                                                               

<FN>
(1) Adjusted for the ten percent stock dividend distributed July 31, 1996, as
applicable.

N.M.-Not meaningful
</TABLE>








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