<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
HUNTINGTON BANCSHARES INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
----------------------------------------------------
<PAGE> 2
================================
Huntington Bancshares
Incorporated
[LOGO]
================================
Building on Core Competencies
o 34th Largest Banking Organization in United States
o Total Assets $21.6 billion; ROA 1.35%
o Strong Geographic Markets
o Technology Pioneering
o Track Record of Improving Efficiencies
LOGO
Huntington Bancshares
<PAGE> 3
FASTEST GROWING MARKETS IN U.S.
o Principal states: Ohio, Michigan, Kentucky,
Indiana, West Virginia and Florida
o Growing faster than the U.S. as a whole
<TABLE>
<CAPTION>
Huntington
5 Year Growth Rate Market United States
<S> <C> <C>
Population 0.93% 1.05%
Gross State Product 2.77% 1.88%
Employment 1.74% 1.39%
</TABLE>
LOGO
Huntington Bancshares
TECHNOLOGY PIONEER:
A STEP-BY-STEP PLAN
1990: Basic Data Integration and Voice Response
1991: Developing Technology Partnerships
1992: Direct Bank, Chex
1993: Bill Pay
1994: Huntington Access, Business Service Center
1995: Debit Card, EC Company
1996: CyberMark LLC, Huntington Web Bank/
Security First Network Bank
1997: Hogan, Huntington View,
Data Warehouse
LOGO
Huntington Bancshares
<PAGE> 4
EFFICIENCY RATIO
o Increased Revenues
o Utilization of Technology
<TABLE>
<CAPTION>
1994 1995 1996 1997
<S> <C> <C> <C>
61 59 56 50
</TABLE>
LOGO
Huntington Bancshares
ONE BANK
o Consolidate Operations and Support
o Migrate to Common Operating System
o Streamline Sales - Distribution Network
o Merge All Banks into Huntington Nat'l Bank
LOGO
Huntington Bancshares
<PAGE> 5
NEW CORE COMPETENCIES
o Manage Integrated Distribution Systems
o Branch as Sales Office
o Electronic Banking
o Home Banking
- Web Bank
- Direct Bank
o Private Financial Group
o Strengthen Sales Focus
o Integrated Marketing Strategy
o Business Enabling Technology
LOGO
Huntington Bancshares
MAXIMIZE SALES - DISTRIBUTION NETWORK
<TABLE>
<CAPTION>
Banking Office 1995 1996 1997
Configuration
------------------------------------------------------
<S> <C> <C> <C> <C>
ADDING "TOUCHPOINTS" Full Service 288 283 280
FOR EXPANDED REACH ------------------------------------------------------
ATM 381 613 858
------------------------------------------------------
Other 34 47 57
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Total 703 943 1195
------------------------------------------------------
Growth 19% 34% 27%
------------------------------------------------------
</TABLE>
LOGO
Huntington Bancshares
<PAGE> 6
BRANCH AS SALES OFFICE
PAST -------------- PRESENT
o 75
o 45
o 25
BALANCES ------------ UNITS OF SALE
LOGO
Huntington Bancshares
ELECTRONIC BANKING REVENUE
(in millions)
1995 1996 1997
---------------------------------------------------
o Access Offices 2.175 10.358 21.169
o ATM Deployment
o Access/Debit
Cards
o Bill Pay
o Home Banking
LOGO
Huntington Bancshares
<PAGE> 7
HOME BANKING
Web Bank + Huntington Direct = Huntington at Home
LOGO
Huntington Bancshares
HUNTINGTON WEB BANK
HOUSEHOLD PROFITABILITY
<TABLE>
<CAPTION>
Web Bank Total Bank
<S> <C> <C>
Households 4,508 1,363,300
Avg. Accounts/HH 6.8 2.8
Avg. Services/HH 5.2 2.2
Avg. Profit/HH $54.77 $26.84
Avg. Balances/HH $16,714 $16,981
</TABLE>
LOGO
Huntington Bancshares
<PAGE> 8
HUNTINGTON DIRECT
Total Calls (MM) Total Sales (M) Sales/Call Ratio(%)
'95 '96 '97 '95 '96 '97 '95 '96 '97
3.2 7.9 10.8 200 270 343 11.3 12.9 13.3
Plan Plan Plan
LOGO
Huntington Bancshares
"PRIVATE FINANCIAL GROUP"
o Reaches Out to Baby Boomers
o Private Banking
o Trust Up 12%
o Insurance Up 31%
o 450 Licensed Brokers
o Investment Sales up 51%
LOGO
Huntington Bancshares
<PAGE> 9
NEW CORE COMPETENCIES
o Manage Integrated Distribution Systems
o Branch as Sales Office
o Electronic Banking
o Home Banking
o Web Bank
o Direct Bank LOGO
o Private Financial Group
o Strengthen Sales Focus
o Integrated Marketing Strategy
o Business Enabling Technology
LOGO
Huntington Bancshares
A NEW SALES CULTURE
o Cohen-Brown Sales Training
o Focus on Unit Sales
o new compensation structure LOGO
o emphasis on non-interest income
o Sales Goals For Every Employee
o daily reviews
LOGO
Huntington Bancshares
<PAGE> 10
TOTAL RETAIL SALES PER FTE
Week 1 Week 5 Week 7 Week 9
2.5 3.2 3.7 3.9
LOGO
Huntington Bancshares
NEW CORE COMPETENCIES
o Manage Integrated Distribution Systems
o Branch as Sales Office
o Electronic Banking
o Home Banking
o Web Bank
o Direct Bank
o Private Financial Group
o Strengthen Sales Focus LOGO
o Integrated Marketing Strategy
o Business Enabling Technology
LOGO
Huntington Bancshares
<PAGE> 11
BRAND CAMPAIGN
LOGO Take
Control
of
Your
Money.
LOGO
Huntington Bancshares
DATA WAREHOUSE
<TABLE>
<CAPTION>
Average Average
Huntington Households % Age Income
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fee Driven 9 35 16,301
- ------------------------------------------------------------------------------------------------
Credit Driven 19 30 49,594
- ------------------------------------------------------------------------------------------------
Middle Market 30 42 47,717
- ------------------------------------------------------------------------------------------------
Depositor 28 66 30,542
- ------------------------------------------------------------------------------------------------
Upscale 14 54 100,922
</TABLE>
LOGO
Huntington Bancshares
<PAGE> 12
DATA WAREHOUSE
o 82% of profits are derived from 20% of customers
o 20% of households control 55% of deposits
o 96% of all households have one unprofitable account
Huntington Household Profitability
% NO. OF PRODUCTS
HIGHLY PROFITABLE 20 3.2
PROFITABLE 59 2.5
NOT PROFITABLE 21 1.4
LOGO
Huntington Bancshares
DATA WAREHOUSE
CUSTOMER PROFILE
TOP THREE RECOMMENDED CENTRAL SALES
PRODUCTS INFORMATION FORCE
SYSTEM
PROBABILITY OF SALE
CUSTOMER'S CURRENT PROFITABILITY
LOGO
Huntington Bancshares
<PAGE> 13
NEW CORE COMPETENCIES
o Manage Integrated Distribution Systems
o Branch as Sales Office
o Electronic Banking
o Home Banking
- Web Bank LOGO
- Direct Bank
o Private Financial Group
o Strengthen Sales Focus
o Integrated Marketing Strategy
o Business Enabling Technology
LOGO
Huntington Bancshares
BUSINESS ENABLING TECHNOLOGY
o Huntington View
o Balance Reporting
o Cash Flow Management
o Funds Transfer
o Electronic Mail LOGO
o Investments
o Business Service Center
o Streamline Approval for
Loans <$250K
o Credit Scoring
o 24-48 Hour Approval
LOGO
Huntington Bancshares
<PAGE> 14
RESULTS:
A MAJOR SMALL BUSINESS LENDER
97% of the Greater than $5 million 2%
Huntington's
Market is $250,000 to $5 million 17%
Small Business
$100,000 to $250,000 23%
Less than $100,000 58%
o Ranked 22nd in U.S.
o Expanded Cash Management Services
LOGO
Huntington Bancshares
AUTO FINANCING
LEADERSHIP
Among Top 5
U.S. Providers
-J.D. Powers
o Loan, Lease, Floor Plan, Insurance
o Auto Financing up 14%
o Expansion into Add-on Products
o Drives New Business
LOGO
Huntington Bancshares
<PAGE> 15
HUNTINGTON FIRST
Acquires
BANCSHARES MICHIGAN
LOGO
Leveraging a Technology/Market
Driven Company
COMMON STRATEGY/COMMON VISION
o Multi-Channel Distribution
o Centrally Focused Technology/Operations
o Consolidated Systems and Products
o Sales/Service Orientation
o Strong, Seasoned Management Team
o Dominant Market Share in Major Markets
LOGO
Huntington Bancshares
<PAGE> 16
ENHANCE SHAREHOLDER VALUE
o Accretion of 1% ($.02) in 1998; 4% ($.09) in 1999
o Clearly identifiable expense savings/revenue opportunities
o IRR=16%, materially exceeds cost of equity
o Skills to realize the full potential of fast growth markets
o Leverages Huntington's strong core competency in retail, small business,
products, marketing and technology
LOGO
Huntington Bancshares
STRONG MARKET POSITIONS
o Top 3 market share in 12 counties
o #2 in market share in Grand Rapids MSA
o 80% of FMBC deposits in Grand Rapids MSA
o Top 3 in northern Michigan with 10% of FMBC
deposits
LOGO
Huntington Bancshares
<PAGE> 17
PROVIDES ENTRY INTO FAST GROWING WESTERN MICHIGAN
Unemployment (1)
Grand Rapids MSA United States
---------------- -------------
1995 4.1% 5.2%
Population Growth (2)
Grand Rapids MSA United States
---------------- -------------
1980-1990 11.5% 9.8%
1990-1996 7.2% 7.0%
1996-2000 6.0% 3.8%
o Ranked 22nd in U.S. Top 50 fastest growing metro areas (8.23% '90-'96)
o One of only four midwestern metro areas in this top 25 (Grand Rapids,
Minneapolis-St. Paul, Columbus, Indianapolis)
Notes: (1) Securities Development of Labor, Michigan Securities Commission
(2) Bureau of the Census, U.S. Department of Commerce, Market
Statistics S & MM 1996 "Survey of Buying Power"
FINANCIALLY ACCRETIVE TRANSACTION
Pro Forma Earnings
---------------------
1998 1999
HBAN Estimated EPS $2.21 $2.41
Pro Forma EPS 2.23 2.50
Accretion 1% 4%
o Drivers
o $19 million cost reduction in 1998
o $32 million cost reduction in 1999
o $12 million revenue enhancements in 1999
LOGO
Huntington Bancshares
<PAGE> 18
HISTORY OF SHAREHOLDER VALUE CREATION
o Compound Annual Return to Shareholders*
o 1 Year 24.7%
o 5 Year 26.1%
o 10 Year 19.3%
o 20 Year 21.0%
o Compound Dividend Growth 13.2%
*Assumes reinvestment of all dividends
LOGO
Huntington Bancshares
HUNTINGTON BANCSHARES, INC.
LOGO
Target ROE: 18% plus
Target ROA: 1.30%
Target Efficiency Ratio: 50%
Take Control of Your Money.
<PAGE> 19
HUNTINGTON
SPRING 1997 BANCSHARES [LOGO] INCORPORATED NASDAQ:HBAN
- -------------------------------------------------------------------------------
INVESTMENT FEATURES
DIVIDEND REINVESTMENT PLAN
o partial and full dividend reinvestment
o optional cash purchases
VALUE ADDED
o five-year total return of 26.1%
o Stock price appreciated 20.7% in 1996
o Ten-year compound dividend growth of 13.2%
CONTINUED PROFITABILITY
1996 ROA = 1.31%
1996 ROE = 17.33%
HIGH QUALITY, DIVERSIFIED LOAN PORTFOLIO
o historically low chargeoffs
o non-performing loans less than 1% of total loans
- -------------------------------------------------------------------------------
20-YEAR RETURN TO SHAREHOLDERS
20.7%
20-YEAR COMPOUND
AVERAGE ANNUAL TOTAL RETURN
76 1,000
77 1,108
78 1,272
79 1,282
80 1,251
81 1,397
82 1,529
83 3,724
84 5,180
85 7,774
86 7,355
87 6,767
88 7,894
89 10,887
90 7,099
91 13,598
92 20,441
93 24,077
94 22,888
95 34,507
96 42,916
Assumes limited investment of $1,000 and reinvestment of all dividends
- -------------------------------------------------------------------------------
TOTAL RETURN TO SHAREHOLDERS
1 YEAR 24.7%
5 YEAR 26.1%
10 YEAR 19.3%
20 YEAR 20.7%
- -------------------------------------------------------------------------------
INVESTMENT DATA (AS OF 3/31/97)
52 WEEK RANGE: 31 3/4 - 21 1/4
SHARES OUTSTANDING: 142.8 MILLION
BOOK VALUE: $10.82
ANNUAL CASH DIVIDEND: $0.80
- -------------------------------------------------------------------------------
CORPORATE PROFILE
o Regional bank holding company with assets in excess of $20 billion
o Headquartered in Columbus, Ohio
o Operate 419 banking and non-banking offices
o Subsidiaries engage in retail and commercial banking, trust, investment and
mortgage banking and other financial services
Non-Banking offices only [Map]
Banking and Non-Banking Offices [Map]
<PAGE> 20
[logo]
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Total Assets* $20,255 $20,852
Total Loans* $13,262 $14,261
Total Deposits* $12,637 $13,386
Total Risk-Based
Capital Ratio 12.03% 11.31%
Non Performing
Loans/Total Loans .41% .35%
Reserve Coverage of
Non Performing Loans 354% 394%
Return on Assets 1.28% 1.31%
Return on Equity 16.27% 17.33%
EPS $1.62 $1.80
*Dollars in millions
- -------------------------------------------------------------------------------
STRATEGIES FOR FUTURE GROWTH
PROFITABILITY TARGETS: ROA>1.30%, ROE>18.0%
o Position bank as a strong sales organization
o Continue to emphasize growth in deposits and fee-based businesses
o Maximize net interest income while prudently managing liquidity, credit and
interest rate risks
o Control expense growth--improve operating efficiency
o Maintain leadership position through the strategic application of technology
to banking services
o Expand market share through internal growth and select acquisitions which
enhance shareholder value
- -------------------------------------------------------------------------------
FOR MORE INFORMATION, CONTACT
[LOGO] CHERI GRAY
Investor Relations
(614) 480-3803
Huntington Bancshares Incorporated
Huntington Center, HC0635
Columbus, Ohio 43287
- -------------------------------------------------------------------------------
10-YEAR DIVIDEND HISTORY
o Thirty-six consecutive years of increased cash dividends
o Stock dividend or stock split issued in each of the past 23 years
13.2%
10-Year Compound Annual
Dividend Growth Rate*
'87 .25
'88 .27
'89 .30
'90 .35
'91 .40
'92 .44
'93 .51
'94 .62
'95 .70
'96 .76
* Restated for stock dividends and splits.
- -------------------------------------------------------------------------------
5-YEAR TOTAL RETURN COMPARISON
26.1%
5-Year Total Return
'91 '92 '93 '94 '95 '96
HBI $100 $151 $178 $169 $258 $319
KBW50 $100 $128 $134 $128 $204 $289
S&P 500 $100 $108 $118 $120 $165 $203
Assumes initial investment of $100 and reinvestment of all dividends.
- -------------------------------------------------------------------------------
HUNTINGTON WEB SITE
Visit our Web Site at www.huntington.com
<PAGE> 21
FMB David M. Ondersma
First Michigan Bank Chairman and Chief Executive Officer
Corporation
July 31, 1997
Dear Shareholder,
First Michigan Bank Corporation reported another record quarter for the three
months ended June 30, 1997. Net income for the second quarter of 1997 was
$11,057,000, an 8.4% increase over 1996. Total assets rose 11.1% in the past 12
months, to $3,673,155,000 on June 30, 1997.
It is a tribute to the entire FMB team that our company sustained strong sales
and continued growth during a quarter which also brought significant changes.
As you know, FMB announced on May 5, 1997 that it had signed a definitive
agreement to affiliate with Huntington Bancshares Incorporated of Columbus,
Ohio. This agreement is subject to shareholder and regulatory approval.
You should have received by now the proxy statement/prospectus concerning this
merger. Your vote is very important, and I urge you to return your signed proxy
and, if possible, plan to attend our special shareholders meeting on September
9, at 9:30 a.m., at Rembrandt's at Bridgewater, 333 Bridge Street NW, Grand
Rapids. I know the proxy statement/prospectus is lengthy and often uses legal
language, but I encourage you to read the document. Let me call to your
attention a page entitled "Questions and Answers About the Merger," a copy of
which I have attached to this letter.
By unanimously approving the proposed merger, the Board believes this proposal
is in the best interest of our shareholders. Therefore, the Board recommends
that you vote in favor of the transaction. The offer received from Huntington
reflects one of the highest prices in the nation paid for a banking company, as
a multiple of earnings and book value, when compared to other mergers of First
Michigan's size. First Michigan shareholders also can expect to receive a 28%
increase in cash dividends as a shareholder of Huntington if Huntington
continues to maintain its present cash dividend rate.
Planning for the integration of our two companies is underway. Because both of
us share a similar customer service philosophy, we are confident that FMB
bankers will continue to meet customer needs with the same high standards as
they have done in the past.
Your second quarter dividend is enclosed and includes a dividend on the new
shares awarded in FMB's annual 5% stock dividend. Because the Dividend
Reinvestment Program has been suspended, all dividends are being paid in cash.
You will receive information on the Huntington Bancshares Dividend Reinvestment
Plan following the completion of the merger.
Thank you for your continued support of our company.
Sincerely,
/s/ David M. Ondersma
David M. Ondersma
Chairman and Chief Executive Officer
