HUNTINGTON BANCSHARES INC/MD
8-K, 1998-04-16
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 14, 1998

                                   ----------

                       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 14, 1998, Huntington Bancshares Incorporated ("Huntington")
issued a news release announcing its earnings for the first quarter and three
months ended March 31, 1998. 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 14, 1998.

                                   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 16, 1998                By:  /s/ Gerald R. Williams
                                        -------------------------
                                        Gerald R. Williams, Executive Vice
                                        President and Chief Financial Officer
<PAGE>   3
                                  EXHIBIT INDEX

             Exhibit No.       Description

                 99 *          News release of Huntington Bancshares
                               Incorporated issued on April 14, 1998.


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

<PAGE>   1
                                                                      Exhibit 99

NEWS RELEASE                                             [HUNTINGTON BANKS LOGO]


FOR IMMEDIATE RELEASE
SUBMITTED:  APRIL 14, 1998

FOR FURTHER INFORMATION, CONTACT:
MEDIA                                           ANALYSTS
- -----                                           --------
HILLARY JEFFERS     (614) 480-5413              LAURIE COUNSEL    (614) 480-3878
                                                CHERI GRAY        (614) 480-3803


                   HUNTINGTON BANCSHARES REPORTS 16% INCREASE
                      IN EARNINGS FOR FIRST QUARTER OF 1998

         COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN;
www.huntington.com) today reported net income of $89.5 million for the first
quarter of 1998, compared with $77.2 million for the same period one year ago,
an increase of 15.9%. Basic earnings per share of $.47 for the quarter increased
14.6% from $.41 per share reported in the year-ago quarter. For the recent three
months, Huntington's return on average equity was 17.73% and return on average
assets was 1.38%, compared with 17.42% and 1.27% for the same three months in
1997.
         "We are pleased with the first quarter results," said Frank Wobst,
chairman and chief executive officer of Huntington Bancshares Incorporated. "Fee
income grew 25% over the first quarter of last year as a result of the company's
continued focus on generating non-interest revenues. As part of this strategy,
The Huntington recently acquired Pollock & Pollock, Inc., an insurance agency in
Cleveland, which will expand the array of insurance products available to our
customers."

         During the first quarter, the operations of the western Michigan
region, formerly First Michigan Bank Corporation, were successfully converted to
The Huntington's common operating platform. This is expected to create
efficiencies as well as the opportunity to provide better service to The
Huntington's Michigan customers. In addition, the acquisition of the 60 former
Barnett Bank banking offices from NationsBank, which was announced in December,
is

                                     (more)
<PAGE>   2
scheduled to close in late June. Upon completion of this transaction, The
Huntington will have 110 banking offices in Florida with $4.1 billion in
deposits.

         Net interest income for the quarter was $254.8 million, up $7.3 million
from the year-ago quarter. Adjusted for the impact of the recent sale of $510
million in single family residential mortgage loans, average total loans
outstanding grew 6.5% over the same period last year. Average core deposits
increased $1.1 billion, or 7.2%, versus the first quarter of 1997, fueled by
7.9% growth in transaction accounts. The net interest margin for the quarter was
4.30%, a decrease of 9 basis points from the first quarter of 1997.

         Non-interest income grew 25.5% to $93.7 million for the first three
months of 1998, compared with $74.6 million during the same period last year.
Mortgage banking income increased 57.4% or $5.2 million due to strong
origination activity in the first quarter. Electronic banking fees were up 31.3%
as customers continue to take advantage of the convenience offered by the
company's expanding ATM network. Continued growth was also seen in The
Huntington's investment product sales, generating a revenue increase of 14.1%
over the first quarter of 1997. During the recent quarter, $5.3 million in
non-interest income was generated from a $400 million Bank Owned Life Insurance
(BOLI) policy, purchased by The Huntington in December 1997.

         Non-interest expense increased 7.6% in the recent quarter to $197.8
million, compared with $183.9 million one year ago. Expenses related to 1997
purchase acquisitions (which impacted results for the full quarter in 1998),
higher sales commissions, a substantial increase in the number of ATMs in The
Huntington network and Year 2000 expenses contributed to the increase.

          At March 31, 1998, non-performing assets were $95.1 million, or .54%
of total loans and other real estate, compared with .51% one year ago. The
allowance for loan losses increased to $258.3 million, or 1.46% of loans, from
$241.6 million, or 1.38% of loans, at the same time last year. Net charge-offs
as a percent of average loans were .51% for the first quarter.

         The Huntington's average equity to average assets was 7.77% in the most
recent three month period. Tier 1 and total risk-based capital ratios were 8.91%
and 11.57%, respectively, at March 31, 1998.

                                     (more)
<PAGE>   3
         Huntington Bancshares is a regional bank holding company headquartered
in Columbus, Ohio with assets of nearly $27 billion. Through its affiliated
companies, The Huntington has more than 132 years of serving the financial needs
of its customers.

         The Huntington provides innovative products and services through its
547 offices in Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, New
Jersey, North Carolina, Ohio, Pennsylvania, South Carolina and West Virginia.
International banking services are made available through the headquarters
office in Columbus and additional offices located in the Cayman Islands and Hong
Kong. The Huntington also offers products and services through its
technologically-advanced, 24-hour telephone bank, a network of more than 1,250
ATMs and its Web Bank at www.huntington.com.

         For faxed copies of current news releases, please call our
fax-on-demand service, Company News on Call, at (800) 758-5804 extension 423276.

                                       ###
<PAGE>   4
<TABLE>
                       HUNTINGTON BANCSHARES INCORPORATED
                       COMPARATIVE SUMMARY (CONSOLIDATED)
                    (in thousands, except per share amounts)
<CAPTION>
CONSOLIDATED RESULTS                                      THREE MONTHS ENDED
    OF OPERATIONS                                              MARCH 31,
- ----------------------------------------------       -----------------------------       CHANGE
                                                        1998              1997              %
                                                     -----------       -----------       ------
<S>                                                  <C>               <C>                <C>
Interest Income                                      $   502,480       $   475,874         5.6 %
Interest Expense                                         247,632           228,323         8.5
                                                     -----------       -----------
Net Interest Income                                      254,848           247,551         2.9
Provision for Loan Losses                                 22,181            22,380        (0.9)
Securities Gains                                           3,089             2,098        47.2
Non-Interest Income                                       93,678            74,633        25.5
Non-Interest Expense                                     197,790           183,861         7.6
Provision for Income Taxes                                42,158            40,862         3.2
                                                     -----------       -----------
NET INCOME                                           $    89,486       $    77,179        15.9 %
                                                     ===========       ===========

PER COMMON SHARE AMOUNTS (1)
- ----------------------------
  Net Income                 
       Basic                                         $      0.47       $      0.41        14.6 %
       Diluted                                       $      0.46       $      0.40        15.0 %

  Cash Dividends Declared                            $      0.20       $      0.18        11.1 %

  Shareholders' Equity (period end)                  $     10.78       $      9.65        11.7 %

AVERAGE COMMON SHARES OUTSTANDING (1)                    192,161           189,082         1.6 %


KEY RATIOS
- ----------
Return On:
  Average Total Assets                                      1.38%             1.27%
  Average Shareholders' Equity                             17.73%            17.42%
Efficiency Ratio                                           56.32%            56.64%
Net Interest Margin                                         4.30%             4.39%
Average Equity/Average Assets                               7.77%             7.31%
Period-end Capital Ratios (2):
  Tier I Risk-Based Capital                                 8.91%             9.04%
  Total Risk-Based Capital                                 11.57%            12.18%
  Tier I Leverage                                           7.72%             7.62%
</TABLE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT                                    THREE MONTHS ENDED
    OF CONDITION DATA                                          MARCH 31,
- ----------------------------------------------       -----------------------------       CHANGE
                                                        1998              1997              %
                                                     -----------       -----------       ------
<S>                                                  <C>               <C>                <C>
Average Total Loans                                  $17,640,875       $17,039,689         3.5 %
Average Total Deposits                               $17,482,212       $16,368,105         6.8
Average Total Assets                                 $26,330,300       $24,582,599         7.1
Average Shareholders' Equity                         $ 2,046,561       $ 1,797,038        13.9

ASSET QUALITY (PERIOD END)
Non-performing loans                                 $    83,061       $    69,254
Total non-performing assets                          $    95,066       $    89,554
Allowance for loan losses/total loans                       1.46%             1.38%
Allowance for loan losses/non-performing loans            310.93%           348.93%
Allowance for loan losses and other real
     estate/non-performing assets                         270.07%           266.89%
</TABLE>

(1)  Adjusted for stock splits and stock dividends, as applicable.
(2)  Estimated.


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