<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-2525
A. Full Title of the Plan and the address of the Plan, if different from
that of the issuer named below:
Huntington Stock Purchase and Tax Savings Plan and Trust
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
--------------------------------------------------------
INDEX
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<TABLE>
<CAPTION>
Page
<S> <C>
Audited Financial Statements
Report of Independent Auditors 3
Statements of Net Assets Available for Benefits 4
December 31, 1996 and 1995
Statements of Changes in Net Assets Available for Benefits 5
For the Years Ended December 31, 1996, 1995 and 1994
Notes to Financial Statements 6
Schedules
Assets Held for Investment Purposes as of December 31, 1996 10
Schedule of Reportable Transactions 11
Signature 12
Exhibit
Consent of Independent Auditors 13
</TABLE>
2
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[LOGO] ERNST & YOUNG LLP * One Columbus * Phone: 614 224 5678
10 West Broad Street Fax: 614 222 3939
Columbus, Ohio 43215-3400
Report of Independent Auditors
Huntington Stock Purchase and Tax Savings
Plan and Trust Committee
We have audited the accompanying statements of net assets available for
benefits of the Huntington Stock Purchase and Tax Savings Plan and Trust as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Huntington
Stock Purchase and Tax Savings Plan and Trust at December 31, 1996 and 1995 and
the changes in its net assets available for benefits for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1996, and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in our audit of the 1996
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1996 financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
June 25, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<PAGE> 4
HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 10,096,966 shares in
1996 and 9,290,422 shares in 1995
Cost: $119,832,053 in 1996 and
$109,251,708 in 1995 (Note 4) $266,307,490 $222,970,119
Huntington Trust Company sponsored
Common Trust Fund (Note 4) 2,395,425 2,341,011
Accrued dividends, interest receivable
and other assets 2,044,705 1,898,879
Cash and cash equivalents (Note 2) 1,500,492 1,295,677
------------ ------------
TOTAL ASSETS 272,248,112 228,505,686
LIABILITIES
Stock purchase payable 202,990 562,519
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $272,045,122 $227,943,167
============ ============
</TABLE>
See notes to financial statements.
4
<PAGE> 5
HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
ADDITIONS
- ---------
Investment income:
Cash dividends on
Huntington Bancshares
Incorporated Common Stock $ 7,730,005 $ 7,279,105 $ 5,951,221
Interest 25,939 31,912 30,611
----------- ----------- ------------
7,755,944 7,311,017 5,981,832
Contributions:
Employees 9,902,941 9,346,756 9,798,884
Employer 7,872,953 6,594,892 8,222,567
----------- ----------- ------------
17,775,894 15,941,648 18,021,451
Assets of merged plans --- 1,437,667 9,526,740
----------- ----------- ------------
Total Additions 25,531,838 24,690,332 33,530,023
DEDUCTIONS
- ----------
Distributions and Withdrawals 28,052,979 21,519,190 15,371,930
----------- ----------- ------------
Total Deductions 28,052,979 21,519,190 15,371,930
Net realized and unrealized
appreciation (depreciation) in
market value of investments (Note 4) 46,623,096 71,559,958 (13,505,566)
------------ ----------- ------------
Net increases 44,101,955 74,731,100 4,652,527
Net assets available for
benefits at beginning of year 227,943,167 153,212,067 148,559,540
------------ ------------ ------------
Net assets available for
benefits at end of year $272,045,122 $227,943,167 $153,212,067
============ ============ ============
</TABLE>
See notes to financial statements.
5
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Note 1 - Plan Description and Accounting Policies
- -------------------------------------------------
Description of the Plan
- -----------------------
The Huntington Stock Purchase and Tax Savings Plan and Trust (the "Plan"),
formerly the Huntington Bancshares Incorporated Qualified Employee Stock
Purchase Plan, was initially adopted by the Board of Directors of Huntington
Bancshares Incorporated ("Huntington") on September 29, 1977, to be effective
January 1, 1978. On August 19, 1992, the Plan was amended and restated,
effective January 1, 1987, to comply with the Internal Revenue Code of 1986, as
amended. The Plan was again restated October 13, 1994, with a general effective
date of January 1, 1987, to incorporate provisions concerning merged plans. The
following summary describes the provisions of the Plan in effect as of December
31, 1996.
Eligible employees may enroll on the first day of the month following six
months of employment and attainment of age 21. Eligible employees of Huntington
and its participating affiliates may choose between a pre-tax, after-tax, or a
combined pre-tax and after-tax employee contribution. Participants may elect to
make pre-tax matched contributions of up to 6% of their eligible compensation.
Participants may also elect to make after-tax matched contributions of up to 3%
of their eligible compensation, provided the sum of the participant's pre-tax
matched and after-tax non-matched contributions equals at least 3% of their
eligible compensation. A participant's combined pre-tax and after-tax matched
contributions may not exceed 6% of the participant's eligible compensation. A
participant who designates the maximum 6% matched contribution may make
voluntary "after-tax non-matched" contributions to the Plan up to an additional
10% of eligible compensation. A participant who designates less than a 6%
matched contribution may make after-tax non-matched contributions to the Plan
subject to the following rules. If the pre-tax matched contributions of a
participant are less than 3% of eligible compensation, after-tax contributions
will be treated first as after-tax non-matched contributions until the sum of
the pre-tax matched contributions and the after-tax non-matched contributions
equals 3% of eligible compensation. Thereafter, after-tax contributions shall
be treated as after-tax matched contributions, up to the limits described
above, and then as after-tax non-matched contributions. Huntington makes a
matching contribution equal to 75% of an employee's contribution up to 6% of
eligible compensation provided that no more than 3% of compensation is
contributed on an after-tax basis. In addition, Huntington may make additional
matching contributions, up to 25% of pre-tax and after-tax matched
contributions, at the discretion of the Board of Directors.
The Huntington Trust Company, National Association (the "Plan Trustee"),
purchases shares of Huntington common stock for the Plan directly from
Huntington or on the open market at market prices. Each participant's account
is credited with the amount of dividends received attributable to the shares of
common stock held in his or her account. Cash dividends are reinvested in
Huntington common stock through the Huntington Dividend Reinvestment and Common
Stock Purchase Plan (the "DRP").
6
<PAGE> 7
An active participant may suspend contributions to the Plan in a prescribed
manner. An active participant may withdraw a portion of his or her account
pursuant to the terms of the Plan. Employee and employer contributions are fully
vested at all times. Employer contributions may not be withdrawn from the Plan
by active participants during the 24 month period following their contribution
to the Plan. Upon distribution, participants who have invested in Huntington
common stock will be paid in Huntington common stock, with cash paid in lieu of
fractional shares based upon the prevailing market value of Huntington common
stock at the date of distribution, or if specified conditions are met,
participants may elect to receive the distribution of their account balance in
cash. For participants who have elected to invest in the Huntington Trust
Company, National Association sponsored Common Trust Fund (the "Common Trust
Fund"), distribution of the portion of their account attributable to the Common
Trust Fund is made in cash.
Contributions made on a pre-tax basis are subject to special withdrawal rules
prescribed by the Internal Revenue Code, and generally may not be distributed
from the Plan prior to a participant's death, disability, termination of
employment, or attainment of age 59 1/2. Certain distributions may be made,
however, in the event a participant requests a distribution due to financial
hardship, and the request is approved by the administrative committee of the
Plan. Participants should refer to the Summary Plan Description for a complete
summary of the Plan provisions.
Distributions and Withdrawals
- -----------------------------
Distributions and withdrawals in the form of Huntington common stock are
reported at market value.
Income and Expenses
- -------------------
Cash dividends are recognized as of the record date. All costs and expenses
incurred in administering the Plan, including brokerage commissions and fees in
connection with each purchase of securities, are paid by Huntington and
participating affiliates. Expenses incurred in administering the Plan, which
were entirely borne by Huntington, totaled $540,450, $467,253, and $363,465 for
1996, 1995, and 1994, respectively.
Investments
- -----------
The investment in Huntington common stock is carried at market value based upon
quoted prices as reported by The NASDAQ Stock Market. The Plan temporarily
invests in Huntington Trust Company, National Association sponsored Monitor
Money Market funds (the "Monitor Funds") to maximize the use of available funds
in the Plan. All proceeds from these temporary investments, including interest
received, are later invested in Huntington common stock on behalf of the
participants in accordance with the Plan's provisions. In conjunction with prior
plan mergers, affected employees were permitted to make a one-time election to
invest their pre-merger accounts in the Common Trust Fund.
Note 2 - Cash Equivalents
- -------------------------
Cash and cash equivalents primarily represent funds temporarily invested in the
Monitor Funds.
7
<PAGE> 8
Note 3 - Federal Income Taxes
- -----------------------------
The Plan is in the form of a trust agreement between Huntington and the
Trustee. The trust is a qualified trust within the meaning of Section 401(a)
and as such, is exempt from taxation under Section 501(a) of the Internal
Revenue Code of 1986. Huntington has received a favorable determination letter
dated June 13, 1995, from the Internal Revenue Service concerning the tax
status of the Plan.
Withdrawals or other distributions from the Plan to participants in excess of
their after-tax contributions may be considered taxable income to the
participants by the Internal Revenue Service. Pre-tax matched contributions and
related earnings thereon, generally are not includable in a participant's
income for federal tax purposes until distributed from the Plan. All taxes
relating to these transactions are the responsibility of the participants.
Note 4 - Net Realized and Unrealized Appreciation (Depreciation) of Investments
- -------------------------------------------------------------------------------
During each of the three years in the period ended December 31, 1996, the
Plan's investments, including investments bought, sold, as well as held during
the year, appreciated (depreciated) in market value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Market Value
in Market Value at End
During Year of Year
----------- -------
<S> <C> <C>
Year ended December 31, 1996
- ----------------------------
Huntington Bancshares Incorporated
common stock $46,345,414 $266,307,490
Huntington Trust Company sponsored
Common Trust Fund 277,682 2,395,425
----------- ------------
$46,623,096 $268,702,915
=========== ============
Year ended December 31, 1995
- ----------------------------
Huntington Bancshares Incorporated
common stock $71,163,813 $222,970,119
Huntington Trust Company sponsored
Common Trust Fund 396,145 2,341,011
----------- ------------
$71,559,958 $225,311,130
=========== ============
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Market Value
in Market Value at End
During Year of Year
----------- -------
<S> <C> <C>
Year ended December 31, 1994
- ----------------------------
Huntington Bancshares Incorporated
common stock $(13,459,831) $148,436,062
Huntington Trust Company sponsored
Common Trust Fund (45,735) 2,184,823
------------ ------------
$(13,505,566) $150,620,885
============ ============
</TABLE>
9
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
Current
Issuer Description of Investment Cost Value
------ ------------------------- ---- -----
<S> <C> <C> <C>
Huntington Bancshares Incorporated* 10,096,966 shares of common stock $119,832,053 $266,307,490
Common Trust Fund* 125,618 units 1,834,260 2,395,425
Monitor Funds* 1,459,766 units 1,459,766 1,459,766
</TABLE>
* Indicates party-in-interest to the Plan.
10
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HUNTINGTON STOCK PURCHASE AND TAX SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
Year Ended December 31, 1996
Identity Total Current Value
of Party Description Number of Purchase of Asset on
Involved of Asset Transactions Price Transaction Date
- -------- -------- ------------ ----- ----------------
<S> <C> <C> <C> <C>
</TABLE>
Category (iii) - A series of securities transactions in excess of 5% of plan
- ----------------------------------------------------------------------------
assets
- ------
** Huntington Bancshares Incorporated 48 $12,095,963 $12,095,963
common stock, 526,752 shares
** Purchased directly from Huntington Bancshares Incorporated or on the open
market at market prices.
There were no category (i), (ii) or (iv) reportable transactions during 1996.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Huntington Stock Purchase and Tax Savings Plan and Trust has
duly caused this annual report to be signed by the undersigned thereunto duly
authorized.
HUNTINGTON STOCK PURCHASE
AND TAX SAVINGS PLAN AND TRUST
Date: June 30, 1997 By: /s/ BRENDA WARNE
--------------- ---------------------------
Brenda Warne
Member of the Committee
12
<PAGE> 1
Exhibit to the Annual Report
(Form 11-K) of the Huntington
Stock Purchase and Tax Savings
Plan and Trust for the fiscal
year ended December 31, 1996.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Forms S-8 No. 33-46327) pertaining to the Huntington Stock Purchase and Tax
Savings Plan and Trust of Huntington Bancshares Incorporated and in the related
Prospectus of our report dated June 25, 1997 with respect to the financial
statements and schedules of the Huntington Stock Purchase and Tax Savings Plan
and Trust included in this Annual Report (Form 11-K) for the year ended December
31, 1996.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Columbus, Ohio
June 25, 1997
