<PAGE> 1
As filed with the Securities and Exchange Commission on May___,1998
Registration Nos. 333-_______, 333-_______, 333-_______,
333-_______, 333-_______, and 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
HUNTINGTON CAPITAL II
HUNTINGTON CAPITAL III
HUNTINGTON CAPITAL IV
HUNTINGTON BANCSHARES HUNTINGTON CAPITAL V
INCORPORATED HUNTINGTON CAPITAL VI
(Exact name of Registrant (Exact name of each Registrant as
as specified in its charter) specified in its Declaration of Trust)
Maryland Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
31-0724920 [Applied For]
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
------------------------------------
Huntington Center c/o Huntington Bancshares Incorporated
41 South High Street Huntington Center
Columbus, Ohio 43287 41 South High Street; Columbus, Ohio 43287
(614) 480-8300 (614) 480-8300
(Address, including zip code, (Address, including zip code, and telephone
and telephone number, including number, including area code, of each
area code, of Registrant's Registrant's principal executive offices)
principal executive offices)
------------------------------------
Richard A. Cheap, Esq.
General Counsel and Secretary
Huntington Bancshares Incorporated
Huntington Center
41 South High Street; Columbus, Ohio 43287
(614) 480-4647
(Name, address, including zip code, and telephone
number, including area code, of agent for service of each Registrant)
------------------------------------
Copies of Correspondence to:
Mary Beth M. Clary Mark J. Menting
Porter, Wright, Morris & Arthur Sullivan and Cromwell
4501 Tamiami Trail North, Suite 400 125 Broad Street
Naples, Florida 34103-3013 New York, New York 10004
(941) 436-2959 (212) 558-4000
------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ____________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED(1) REGISTERED PRICE PER UNIT(2) PRICE(2) FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Junior Subordinated Debentures
of Huntington Bancshares
Incorporated(3).................. $250,000,000 $ $250,000,000 N/A
- ------------------------------------------------------------------------------------------------------------------------
Capital Securities of
Huntington Capital II,
Huntington Capital III,
Huntingon Capital IV,
Huntingon Capital V, and
Huntingon Capital VI............. $250,000,000 $ $250,000,000 $73,750
- ------------------------------------------------------------------------------------------------------------------------
Huntington Bancshares Incorporated
Guarantees with respect to the
Capital Securities(4)............ N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
Total................................. $250,000,000(5) 100% $250,000,000 $73,750
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement is deemed to cover the Junior Subordinated
Debentures of Huntington Bancshares Incorporated, the rights of holders of
Junior Subordinated Debentures of Huntington Bancshares Incorporated under
the Indenture, the rights of holders of Capital Securities of Huntington
Capital II, Huntington Capital III, Huntington Capital IV, Huntington
Capital V, and Huntington Capital VI under the respective Declarations of
Trust, the rights of holders of Capital Securities under the Guarantees of
Huntington Bancshares Incorporated, which taken together fully and
unconditionally guarantee the respective obligations of Huntington Capital
II, Huntington Capital III, Huntington Capital IV, Huntington Capital V,
and Huntington Capital VI under the Capital Securities.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The Junior Subordinated Debentures will be purchased by Huntington Capital
II, Huntington Capital III, Huntington Capital IV, Huntington Capital V,
and Huntington Capital VI with the proceeds of the sale of the Capital
Securities. Such Junior Subordinated Debentures may later be distributed
for no additional consideration to the holders of the Capital Securities
upon dissolution of Huntington Capital II, Huntington Capital III,
Huntington Capital IV, Huntington Capital V, and Huntington Capital VI and
the distribution of their respective assets.
(4) No separate consideration will be received for the Huntington Bancshares
Incorporated Guarantees.
(5) Such amount represents the initial public offering price of the Capital
Securities of Huntington Capital II, Huntington Capital III, Huntington
Capital IV, Huntington Capital V, and Huntington Capital VI and the
principal amount of Junior Subordinated Debentures that may be distributed
upon liquidation of Huntington Capital II, Huntington Capital III,
Huntington Capital IV, Huntington Capital V, and Huntington Capital VI.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
<PAGE> 3
(Red Herring language appears at 90 degrees and reads as follows)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
(Subject to Completion) Dated , 1998
PROSPECTUS SUPPLEMENT
TO PROSPECTUS, DATED , 1998
, , CAPITAL SECURITIES
HUNTINGTON CAPITAL II
[ %/FLOATING] CAPITAL SECURITIES, SERIES B
(LIQUIDATION AMOUNT $ PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT DESCRIBED HEREIN BY
HUNTINGTON BANCSHARES INCORPORATED
The [ %/Floating] Capital Securities, Series B (the "Series B Capital
Securities"), offered hereby represent beneficial interests in Huntington
Capital II, a statutory business trust formed under the laws of the State of
Delaware (the "Series B Trust"). Huntington Bancshares Incorporated, a Maryland
corporation (the "Corporation"), will be the owner of all of the beneficial
interests represented by common securities of the Series B Trust (the "Series B
Common Securities" and, collectively with the Series B Capital Securities, the
"Series B Securities"). The Series B Trust exists for the sole purpose of
issuing the Series B Securities and investing the proceeds of the Series B
Securities in [__%/Floating Rate] Junior Subordinated Debentures, Series B (the
"Series B Subordinated Debentures") to be issued by the Corporation.
(Continued on next page)
SEE "RISK FACTORS" BEGINNING ON PAGE S- OF THIS PROSPECTUS SUPPLEMENT FOR
CERTAIN INFORMATION RELEVANT TO AN INVESTMENT IN THE SERIES B CAPITAL
SECURITIES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
<TABLE>
<CAPTION>
UNDERWRITING COMMISSIONS PROCEEDS TO THE
PRICE TO PUBLIC AND DISCOUNT (1)(2) SERIES B TRUST(2)(3)
<S> <C> <C> <C>
Per Series B Capital Security............. $ $ $
Total..................................... $ $ $
</TABLE>
(1) The Series B Trust and the Corporation have each agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
<PAGE> 4
(2) In view of the fact that the proceeds of the sale of the Series B Capital
Securities will be invested in the Series B Subordinated Debentures, the
Corporation has agreed to pay to the Underwriters as compensation for
their arranging the investment therein of such proceeds $ per
Series B Capital Security (or $ in the aggregate). See
"Underwriting."
(3) Before deduction of expenses of the offering, payable by the Corporation,
which are estimated to be $ .
The Series B Capital Securities are offered, subject to prior sale, when,
as, and if accepted by the Underwriters and subject to approval of certain legal
matters by underwriters' counsel. It is expected that delivery of the Series B
Capital Securities will be made in book-entry form through the book-entry
facilities of The Depository Trust Company in New York, New York, on or about
, 199 , against payment therefor in immediately available funds.
, 19
<PAGE> 5
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES B
CAPITAL SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
(cover page continued)
The Chase Manhattan Corporation is the Property Trustee of the Series B
Trust. The Series B Subordinated Debentures will mature on ______________, 20__
(the "Stated Maturity"). Each holder of a Series B Capital Security will have
the right to receive $____ per Series B Capital Security in the event of
liquidation (the "Liquidation Amount") and at maturity. The Series B Capital
Securities will have a preference under certain circumstances with respect to
cash distributions and amounts payable on liquidation, redemption, or otherwise
over the Series B Common Securities. See "Description of the Capital Securities
- -- Subordination of Common Securities" in the accompanying Prospectus.
The Series B Capital Securities will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company,
as depositary (the "Depository"). Beneficial interests in the global securities
will be shown on, and transfer of such securities will be effected only through
records maintained by the Depository and its participants. Except as described
under "Description of the Capital Securities" in the accompanying Prospectus,
certificates for the Series B Capital Securities will not be issued and owners
of beneficial interests in global securities will not be considered holders of
the Series B Capital Securities. See also "Book-Entry Issuance" in the
accompanying Prospectus.
Holders of the Series B Capital Securities will be entitled to receive
cumulative cash distributions accruing from the date of original issuance and
payable semi-annually in arrears on the last day of [___________ and
___________,] of each year, commencing _____________, 19__, at [a variable
annual rate equal to ___________ (as defined in this Prospectus Supplement) plus
____%/ the annual rate of ____%] on the Liquidation Amount of $_____ per Series
B Capital Security ("Distributions"). The final Distributions will be payable on
_____________, 20__. The Distribution rate and the Distribution payment dates
and other payment dates for the Series B Capital Securities correspond to the
interest rate and interest payment dates and other payment dates on the Series B
Subordinated Debentures, which are the sole assets of the Series B Trust.
The Corporation has guaranteed the payment of Distributions and payments on
liquidation of the Series B Trust or redemption of the Series B Capital
Securities, but only in each case to the extent of funds held by the Series B
Trust, as described in this Prospectus Supplement. See also "Description of the
Guarantees" in the accompanying Prospectus. If the Corporation does not make
interest payments on the Series B Subordinated Debentures held by the Series B
Trust, the Series B Trust will have insufficient funds to pay Distributions on
the Series B Capital Securities. The Corporation's obligations under the Series
B Guarantee (as defined below), taken together with its obligations under the
Series B Subordinated Debentures, the Series B Declaration, and the Indenture
(each as defined below), including its obligation to pay all costs, expenses,
and liabilities of the Series B Trust (other than with respect to the Series B
Capital Securities), constitute a full and unconditional guarantee of all of the
Series B Trust's obligations under the Series B Capital Securities. See
"Relationship Among the Capital Securities, the Corresponding Subordinated
Debentures, and the Guarantees" in the accompanying Prospectus. The obligations
of the Corporation under the Series B Guarantee and the Series B Subordinated
Debentures are unsecured and subordinate and junior in right of payment to all
Senior Indebtedness (as defined in "Description of the Subordinated Debentures
- -- Subordination" in the accompanying Prospectus) of the Corporation, are
structurally subordinated to all liabilities and obligations of the
Corporation's subsidiaries, and will be pari passu with $200 million of
obligations of the Corporation associated with the Floating Rate Capital
Securities issued by Huntington Capital I (the "Outstanding Capital
Securities"). As of _______, 19__, approximately $______ million aggregate
principal amount of Senior Indebtedness was outstanding, and the Corporation's
subsidiaries had approximately $____ billion of indebtedness and other
liabilities (including $_____ billion of bank deposits). The terms of the Series
B Subordinated Debentures place no limitation on the amount of Senior
Indebtedness that may be incurred by the Corporation or on the amount of
liabilities and obligations of the Corporation's subsidiaries. See "Description
of the Subordinated Debentures -- Subordination" in the accompanying Prospectus.
S-2
<PAGE> 6
So long as no Indenture Event of Default (as defined in the accompanying
Prospectus) has occurred and is continuing, the Corporation has the right to
defer payment of interest on the Series B Subordinated Debentures at any time or
from time to time for a period not exceeding 10 consecutive semi-annual periods
with respect to each deferral period (each, an "Extension Period"), provided
that no Extension Period may extend beyond the Stated Maturity of the Series B
Subordinated Debentures. Upon the termination of any such Extension Period and
the payment of all amounts then due on any Interest Payment Date (as defined in
this Prospectus Supplement), the Corporation may elect to begin a new Extension
Period subject to the requirements set forth in the accompanying Prospectus.
Accordingly, there could be multiple Extension Periods of varying lengths
throughout the term of the Series B Subordinated Debentures.
If interest payments on the Series B Subordinated Debentures are so
deferred, distributions on the Series B Capital Securities also will be deferred
and, subject to certain exceptions described in the accompanying Prospectus, the
Corporation may not, and may not permit any subsidiary of the Corporation to:
o declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, the
Corporation's capital stock,
o make any payment of principal, interest, or premium, if any, on or
repay, repurchase, or redeem any debt securities that rank pari passu
with or junior to the Series B Subordinated Debentures,
o make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the Corporation
if such guarantee ranks pari passu with or junior to the Series B
Subordinated Debentures.
During an Extension Period, interest on the Series B Subordinated
Debentures will continue to accrue (and the amount of Distributions to which
holders of the Series B Capital Securities are entitled will accumulate) at [a
variable rate equal to ___________ plus .___%/the rate of ___% per annum],
compounded semi-annually from the relevant payment date for such interest, and
holders of the Series B Capital Securities will be required to accrue interest
income for United States federal income tax purposes prior to receipt of the
cash related to such interest income. See "Certain Terms of the Series B
Subordinated Debentures -- Option to Defer Interest Payments" and "Certain
United States Federal Income Tax Consequences -- Interest Income and Original
Issue Discount."
The Series B Subordinated Debentures are redeemable prior to maturity at
the option of the Corporation, subject to the receipt of any necessary prior
approval from the Board of Governors of the Federal Reserve System (the "Federal
Reserve") (a) on or after ________, 20__, in whole or in part, at a redemption
price equal to the principal amount of the Series B Subordinated Debentures so
redeemed plus the accrued and unpaid interest on such Series B Subordinated
Debentures to the redemption date, or (b) at any time, in whole (but not in
part), upon the occurrence and continuation of a Special Event (as defined in
the Prospectus), at such redemption price. The Series B Capital Securities are
subject to mandatory redemption, in whole or in part, upon repayment of the
Series B Subordinated Debentures at the Stated Maturity or their earlier
redemption, in an amount equal to the amount of related Series B Subordinated
Debentures maturing or being redeemed and at a redemption price equal to the
redemption price of such Series B Subordinated Debentures, in each case plus
accumulated and unpaid Distributions to the date of redemption. See "Description
of the Capital Securities -- Redemption" in the accompanying Prospectus and
"Certain Terms of the Series B Capital Securities -- Redemption."
The Corporation will have the right at any time, subject to the receipt of
any necessary prior approval from the Federal Reserve, to dissolve the Series B
Trust and, after satisfaction of the claims of creditors of the Series B Trust,
if any, as provided by applicable law, cause the Series B Subordinated
Debentures to be distributed to the holders of the Series B Capital Securities
and the Series B Common Securities in liquidation of the Series B Trust. See
"Certain Terms of the Series B Capital Securities -- Liquidation of Series B
Trust and Distribution of Series B Subordinated Debentures."
In the event of the liquidation of the Series B Trust, after satisfaction
of the claims of creditors of the Series B Trust, if any, as required by
applicable law, the holders of the Series B Capital Securities will be entitled
to receive a Liquidation Amount of $_______ per Series B Capital Security plus
accumulated and unpaid Distributions to the date
S-3
<PAGE> 7
of payment, which may be in the form of a distribution of such amount in Series
B Subordinated Debentures as described above. If such Liquidation Amount can be
paid only in part because the Series B Trust has insufficient assets available
to pay in full the aggregate Liquidation Amount, then the amounts payable
directly by the Series B Trust on the Series B Capital Securities shall be paid
on a pro rata basis. The holder(s) of the Series B Common Securities will be
entitled to receive distributions upon any such liquidation pro rata with the
holders of the Series B Capital Securities, except that if an Indenture Event of
Default has occurred and is continuing, the Series B Capital Securities will
have a priority over the Series B Common Securities. "Description of the Capital
Securities -- Liquidation Distribution Upon Dissolution" in the accompanying
Prospectus.
If the purchaser is using for its purchase of the Series B Capital
Securities the assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or of a
plan or individual retirement account subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Tax Code" and any such employee benefit
plan, plan, or individual retirement account, an "ERISA Plan"), the purchase
shall constitute a representation by such person as to certain matters relating,
generally, to the relationship of the Corporation to the ERISA Plan and the
availability of an exemption from the prohibited transaction rules under ERISA
and the Tax Code. See "Benefit Plan Considerations."
The information in this Prospectus Supplement supplements and should be
read in conjunction with the information contained in the accompanying
Prospectus. As used in this Prospectus Supplement, (a) the "Indenture" means the
Junior Subordinated Indenture, as amended and supplemented from time to time,
between the Corporation and The Chase Manhattan Bank, as trustee (the "Indenture
Trustee"), and (b) the "Series B Declaration" means the Amended and Restated
Declaration relating to the Series B Trust among the Corporation, as Sponsor,
The Chase Manhattan Bank, as Property Trustee (the "Property Trustee"), Chase
Manhattan Bank Delaware, as Delaware Trustee (the "Delaware Trustee"), and the
Regular Trustees (as defined in the accompanying Prospectus) who are named in
the Series B Declaration (collectively, with the Property Trustee and Delaware
Trustee, the "Declaration Trustees"). Each of the other capitalized terms used
in this Prospectus Supplement and not otherwise defined in this Prospectus
Supplement has the meaning set forth in the accompanying Prospectus.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION, THE SERIES B TRUST, OR THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR
ANY SALES UNDER THESE DOCUMENTS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION OR
THE SERIES B TRUST SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THAT THE
INFORMATION CONTAINED IN THESE DOCUMENTS IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SERIES B CAPITAL SECURITIES OR ANY OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SERIES B CAPITAL SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
S-4
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PROSPECTUS SUPPLEMENT
<S> <C>
Cautionary Statement Concerning Forward-Looking Statements..................................................
Risk Factors................................................................................................
Huntington Capital II.......................................................................................
The Corporation.............................................................................................
Use of Proceeds.............................................................................................
Capitalization..............................................................................................
Ratio of Earnings to Fixed Charges..........................................................................
Accounting Treatment........................................................................................
Certain Terms of the Series B Capital Securities ...........................................................
Certain Terms of the Series B Subordinated Debentures.......................................................
Certain Terms of the Series B Guarantee.....................................................................
Certain United States Federal Income Tax Consequences ......................................................
Benefit Plan Considerations ................................................................................
Underwriting................................................................................................
Validity of Securities......................................................................................
PROSPECTUS
Available Information.......................................................................................
Incorporation of Certain Documents By Reference.............................................................
The Trusts..................................................................................................
The Corporation.............................................................................................
Use of Proceeds.............................................................................................
Description of the Subordinated Debentures..................................................................
Description of the Capital Securities .....................................................................
Description of the Guarantees...............................................................................
Relationship Among the Capital Securities, the Corresponding Subordinated
Debentures, and the Guarantees.........................................................................
Book-Entry Issuance ........................................................................................
Plan of Distribution........................................................................................
Validity of Securities......................................................................................
Experts.....................................................................................................
</TABLE>
----------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SERIES B CAPITAL
SECURITIES. SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH
THIS OFFERING, AND MAY BID FOR, AND PURCHASE, SUCH SERIES B CAPITAL SECURITIES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS." SUCH STABILIZING
TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------------
S-5
<PAGE> 9
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in documents incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus and certain other
statements made under the captions "Risk Factors," "The Corporation," and "Use
of Proceeds" contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ materially
from those contained in or implied by the Corporation's statements for a variety
of factors including: changes in economic conditions, movements in interest
rates, competitive pressures on product pricing and services, success and timing
of business strategies, the successful integration of acquired businesses, the
nature and extent of governmental actions and reforms, and extended disruption
of vital infrastructure. Such forward-looking statements should be viewed as
strategic objectives rather than absolute predictions of future performance.
S-6
<PAGE> 10
RISK FACTORS
Prospective purchasers of the Series B Capital Securities should carefully
review the information contained elsewhere in this Prospectus Supplement and the
accompanying Prospectus and should particularly consider the following matters.
In addition, because holders of Series B Capital Securities may receive Series B
Subordinated Debentures in exchange for such Series B Capital Securities upon
liquidation of the Series B Trust, prospective purchasers of Series B Capital
Securities also are making an investment decision with regard to the Series B
Subordinated Debentures and should carefully review all the information
regarding the Series B Subordinated Debentures.
Certain statements in this Prospectus Supplement and the accompanying
Prospectus and documents incorporated in these documents by reference are
forward-looking and are identified by the use of forward-looking words or
phrases such as "intended," "expects," is or are "expected," "anticipates," and
"anticipated." These forward-looking statements are based on the Corporation's
current expectations. To the extent any of the information contained or
incorporated by reference in this Prospectus constitutes a "forward-looking
statement" as defined in Section 21E(i)(1) of the Exchange Act, the risk factors
set forth below are cautionary statements identifying important factors that
could cause actual results to differ materially from those in the
forward-looking statement.
RANKING OF SUBORDINATED OBLIGATIONS UNDER THE SERIES B GUARANTEE AND THE SERIES
B SUBORDINATED DEBENTURES
The obligations of the Corporation under the Series B Guarantee issued by
the Corporation for the benefit of the holders of Series B Capital Securities
and under the Series B Subordinated Debentures are unsecured and rank
subordinate and junior in right of payment to all Senior Indebtedness of the
Corporation and pari passu with the Corporation's obligations associated with
the Outstanding Capital Securities. At _______,19__, the Senior Indebtedness of
the Corporation aggregated approximately $_____ million.
Because the Corporation is a holding company, the right of the Corporation
to participate in any distributions of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise is subject to the prior
claims of creditors of that subsidiary, except to the extent that the
Corporation may itself be recognized as a creditor of that subsidiary. There are
various legal limitations on the extent to which certain of the Corporation's
subsidiaries may extend credit, pay dividends, or otherwise supply funds to, or
engage in transactions with, the Corporation. Accordingly, the Series B
Subordinated Debentures will effectively be subordinated to all existing and
future liabilities of the Corporation's subsidiaries and holders of the Series B
Subordinated Debentures should look only to the assets of the Corporation for
payments on the Series B Subordinated Debentures.
The ability of the Series B Trust to pay amounts due on the Series B
Capital Securities is solely dependent upon the Corporation making payments on
the Series B Subordinated Debentures as and when required.
None of the Indenture, the Series B Guarantee, nor the Series B Declaration
places any limitation on the amount of secured or unsecured Senior Indebtedness
that may be incurred by the Corporation or on the amount of liabilities and
obligations of the Corporation's subsidiaries. The Corporation expects from time
to time to incur additional indebtedness constituting Senior Indebtedness. See
"Description of the Guarantees -- Status of the Guarantees" and "Description of
the Series B Subordinated Debentures -- Subordination" in the accompanying
Prospectus.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES B CAPITAL SECURITIES
If a Trust Enforcement Event (as defined in the accompanying Prospectus)
occurs and is continuing, then the holders of Series B Capital Securities would
rely on the enforcement by the Property Trustee of its rights as a holder of the
Series B Subordinated Debentures against the Corporation. The holders of a
majority in Liquidation Amount of the Series B Capital Securities will have the
right to direct the time, method, and place of conducting any proceeding
S-7
<PAGE> 11
for any remedy available to the Property Trustee or to direct the exercise of
any trust or power conferred upon the Property Trustee under the Series B
Declaration, including the right to direct the Property Trustee to exercise the
remedies available to it as a holder of the Series B Subordinated Debentures.
If the Property Trustee fails to enforce its rights with respect to the
Series B Subordinated Debentures held by the Series B Trust, any record holder
of Series B Capital Securities may, to the fullest extent permitted by law,
institute legal proceedings directly against the Corporation to enforce the
Property Trustee's rights under such Series B Subordinated Debentures without
first instituting any legal proceedings against such Property Trustee or any
other person or entity.
If the Corporation were to default on its obligation to pay amounts payable
under the Series B Subordinated Debentures, the Series B Trust would lack funds
for the payment of Distributions or amounts payable on redemption of the Series
B Capital Securities or otherwise, and, in such event, holders of the Series B
Capital Securities would not be able to rely upon the Series B Guarantee for
payment of such amounts. However, in the event the Corporation failed to pay
interest on or principal of the Series B Subordinated Debentures on the payment
date on which such payment is due and payable, then a holder of Series B Capital
Securities may institute a proceeding directly against the Corporation under the
Indenture for enforcement of payment to such holder of the interest on or
principal of Series B Subordinated Debentures having a principal amount equal to
the aggregate Liquidation Amount of the Series B Capital Securities of such
holder (a "Direct Action"). In connection with such Direct Action, the
Corporation will be subrogated to the rights of such holder of Series B Capital
Securities under the Series B Declaration to the extent of any payment made by
the Corporation to such holder of Series B Capital Securities in such Direct
Action.
Except as described in this Prospectus Supplement or the accompanying
Prospectus, holders of Series B Capital Securities will not be able to exercise
directly any other remedy available to the holders of Series B Subordinated
Debentures or assert directly any other rights in respect of the Series B
Subordinated Debentures. See "Description of the Capital Securities -- Trust
Enforcement Events," "Description of the Guarantees" and "Description of the
Subordinated Debentures -- Indenture Events of Default" and "-- Enforcement of
Certain Rights by Holders of Capital Securities" in the accompanying Prospectus.
The Series B Declaration provides that each holder of Series B Capital
Securities by acceptance of such Series B Capital Securities agrees to the
provisions of the Series B Guarantee and the Indenture.
OPTION TO DEFER INTEREST PAYMENTS; TAX CONSEQUENCES
So long as no Indenture Event of Default has occurred or is continuing, the
Corporation has the right under the Indenture to defer the payment of interest
on the Series B Subordinated Debentures at any time or from time to time for a
period not exceeding 10 consecutive semi-annual periods, provided that no
Extension Period may extend beyond the Stated Maturity of the Series B
Subordinated Debentures. As a consequence of any such deferral, Distributions on
the Series B Capital Securities by the Series B Trust will be deferred during
any such Extension Period but would continue to accumulate at [a variable annual
rate equal to ___________ plus ___%/the annual rate of ___%], compounded
semi-annually during any such Extension Period.
During any such Extension Period, the Corporation may not, and may not
permit any subsidiary of the Corporation to:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, the
Corporation's capital stock, or
- make any payment of principal, interest, or premium, if any, on or
repay, repurchase, or redeem any debt securities that rank pari passu
with or junior to the Series B Subordinated Debentures, or
- make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the Corporation
if such guarantee ranks pari passu with or junior to the Series B
Subordinated Debentures.
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<PAGE> 12
There are permitted exceptions to this covenant. See "Certain Terms of the
Series B Capital Securities -- Distributions."
Prior to the termination of any such Extension Period, the Corporation may
further extend the Extension Period, provided that no Extension Period may
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the Series B Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due on any Interest Payment Date, the
Corporation may elect to begin a new Extension Period subject to the above
requirements. See "Certain Terms of the Capital Securities -- Distributions" and
"Certain Terms of the Subordinated Debentures -- Option to Defer Interest
Payments."
Should the Corporation defer payment of interest on the Series B
Subordinated Debentures, a holder of Series B Capital Securities will be
required to accrue income (in the form of original issue discount ("OID") which
will include both stated interest and the de minimis OID on the Series B
Subordinated Debentures) for United States federal income tax purposes in
respect of its pro rata share of the Series B Subordinated Debentures held by
the Series B Trust. As a result, a holder of Series B Capital Securities will be
required to include such interest income in gross income for United States
federal income tax purposes in advance of the receipt of cash attributable to
such interest income, and will not receive the cash related to such income from
the Series B Trust if the holder disposes of the Series B Capital Securities
prior to the record date for the payment of Distributions with respect to such
Extension Period. See "Certain United States Federal Income Tax Consequences --
Interest Income and Original Issue Discount" and "-- Sales of Series B Capital
Securities."
The Corporation has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Series B
Subordinated Debentures. However, should the Corporation elect to exercise such
right in the future, the market price of the Series B Capital Securities is
likely to be adversely affected. A holder that disposes of its Series B Capital
Securities during an Extension Period, therefore, might not receive the same
return on its investment as a holder that continues to hold its Series B Capital
Securities. In addition, as a result of the Corporation's right to defer
interest payments, the market price of the Series B Capital Securities (which
represent preferred undivided beneficial interests in the Series B Subordinated
Debentures) may be more volatile than the market prices of other similar
securities where the issuer does not have such right to defer interest payments.
SPECIAL EVENT REDEMPTION; POSSIBLE TAX LAW CHANGES
Upon the occurrence and continuation of a Special Event, the Corporation
has the right, subject to any necessary prior approval of the Federal Reserve,
to redeem the Series B Subordinated Debentures in whole (but not in part) within
90 days following the occurrence of such Special Event and thereby cause a
mandatory redemption of the Series B Capital Securities and Series B Common
Securities. A "Special Event" means a Tax Event, a Regulatory Capital Event, or
an Investment Company Event (each as defined in the accompanying Prospectus on
page 12).
Prospective investors should be aware that Enron Corporation has filed a
petition in Tax Court challenging the proposed disallowance by the Internal
Revenue Service of the deduction of interest expense on securities issued by
Enron Corporation in 1993 and 1994 that are similar to, although different in a
number of respects from, the Series B Subordinated Debentures. It is possible
that a decision in that case would give rise to a Tax Event, which would permit
the Corporation to cause a redemption of the Capital Securities, as described
more fully under "Description of the Capital Securities - Redemption" in the
accompanying Prospectus.
Legislation was proposed by the United States Department of Treasury on
February 6, 1997, as part of President Clinton's Fiscal 1998 Budget Proposal
(the "1998 Budget Proposal") that contained a provision which, if adopted as
proposed, would have had the effect of prohibiting the Corporation from
deducting the interest paid on the Series B Subordinated Debentures which, in
turn, would have triggered a "Tax Event" (see below). On August 5, 1997, the
Taxpayer Relief Act of 1997 (the "Act") was signed by President Clinton. The Act
did not adopt the tax law changes that would have denied the interest deduction
as originally contained in the 1998 Budget Proposal. In addition, President
Clinton's Fiscal 1999 Budget Proposal does not contain a provision similar to
that contained in the 1998 Budget Proposal that would deny deductions for
interest paid on the Series B Subordinated Debentures.
Even though the most recent Executive and Congressional action does not
attempt to incorporate the provisions from the 1998 Budget Proposal concerning
the disallowance of interest deductions on long-term debt obligations not
treated as indebtedness on the issuer's balance sheet, there can be no assurance
that future legislative proposals or final legislation will not adversely affect
the ability of the Corporation to deduct interest on the Series B Subordinated
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<PAGE> 13
Debentures or otherwise affect the tax treatment of the transactions described
in this Prospectus Supplement and the Prospectus. Such legislation could give
rise to a Tax Event, which would permit the Corporation to cause a redemption of
the Series B Capital Securities, as described more fully in the accompanying
Prospectus under the caption "Description of the Capital Securities --
Redemption -- Special Event Redemption."
LIQUIDATION DISTRIBUTION OF SERIES B SUBORDINATED DEBENTURES
The Corporation will have the right at any time, subject to any necessary
prior approval of the Federal Reserve if such approval is then required under
applicable capital guidelines or policies of the Federal Reserve, to dissolve
the Series B Trust and, after satisfaction of the claims of creditors of the
Trust, if any, as provided by applicable law, cause the Series B Subordinated
Debentures to be distributed to the holders of the Series B Trust Securities in
liquidation of the Series B Trust.
Under current United States federal income tax law and interpretations of
such law and assuming, as expected, the Series B Trust is treated as a grantor
trust for United States federal income tax purposes and not an association
taxable as a corporation, a distribution by the Series B Trust of the Series B
Subordinated Debentures pursuant to a liquidation of the Series B Trust will not
be a taxable event to the Series B Trust or to holders of the Series B Capital
Securities, and will result in a holder of the Series B Capital Securities
receiving directly such holder's pro rata share of the Series B Subordinated
Debentures (previously held indirectly through the Series B Trust). If, however,
the liquidation of the Series B Trust were to occur because the Series B Trust
is subject to United States federal income tax with respect to income accrued or
received on the Series B Subordinated Debentures as a result of the occurrence
of a Tax Event or otherwise, the distribution of Series B Subordinated
Debentures to holders of the Series B Capital Securities by the Series B Trust
could be a taxable event to the Series B Trust and each such holder. In that
event, the holders of the Series B Capital Securities may be required to
recognize gain or loss as if they had exchanged their Series B Capital
Securities for the Series B Subordinated Debentures they receive upon the
liquidation of the Series B Trust. See "Certain United States Federal Income Tax
Consequences -- Distribution of the Series B Subordinated Debentures or Cash
Upon Liquidation of the Series B Trust."
There can be no assurance as to the market prices for Series B Capital
Securities or Series B Subordinated Debentures that may be distributed in
exchange for Series B Capital Securities if a liquidation of the Series B Trust
occurs. Accordingly, the Series B Capital Securities that an investor may
purchase, whether pursuant to the Offering or in the secondary market, or the
Series B Subordinated Debentures that a holder of Series B Capital Securities
may receive on liquidation of the Series B Trust, may trade at a discount to the
price that the investor paid to purchase the Series B Capital Securities.
Because holders of Series B Capital Securities may receive Series B Subordinated
Debentures upon a dissolution of the Trust, prospective purchasers of Series B
Capital Securities also are making an investment decision with regard to the
Series B Subordinated Debentures and should carefully review all the information
regarding the Series B Subordinated Debentures contained in this Prospectus
Supplement and the accompanying Prospectus. See "Certain Terms of the Series B
Subordinated Debentures" in this Prospectus Supplement and "Description of the
Subordinated Debenture" in the accompanying Prospectus.
LIMITED VOTING RIGHTS
Holders of Series B Capital Securities generally will have limited voting
rights relating only to the modification of the Series B Capital Securities and
certain other matters described in this Prospectus Supplement and the
accompanying Prospectus. Holders of Series B Capital Securities will not be
entitled to vote to appoint, remove, or replace any of the Declaration Trustees,
which voting rights are vested exclusively in the holder of the Series B Common
Securities, unless an Indenture Event of Default shall have occurred and is
continuing. If an Indenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
holders of a majority in liquidation amount of the outstanding Capital
Securities. In no event will the holders of the Capital Securities have the
right to vote to appoint, remove, or replace the Regular Trustees, which voting
rights are
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<PAGE> 14
vested exclusively in the Corporation as the holder of the Common Securities.
The Declaration Trustees and the Corporation may amend the Series B Declaration
without the consent of holders of Series B Capital Securities to ensure that the
Series B Trust will be classified as a grantor trust for United States federal
income tax purposes unless such action adversely affects the interests of such
holders. See "Description of the Capital Securities -- Voting Rights; Amendment
of the Declaration" and "-- Removal of Declaration Trustees" in the accompanying
Prospectus.
ABSENCE OF PUBLIC MARKET; RESTRICTIONS ON TRANSFER
There is no existing market for the Series B Capital Securities and there
can be no assurance as to the liquidity of any markets that may develop for the
Series B Capital Securities, the ability of the holders to sell their Series B
Capital Securities, or at what price holders of the Series B Capital Securities
will be able to sell their Series B Capital Securities. Future trading prices of
the Series B Capital Securities will depend on many factors including, among
other things, prevailing interest rates, the Corporation's operating results,
and the market for similar securities. The Underwriters have advised the Series
B Trust and the Corporation that the Underwriters intend to make a market in the
Series B Capital Securities offered by this Prospectus; however, the
Underwriters are not obligated to do so, and any such market making activity
will be subject to the limits imposed by applicable law and may be discontinued
at any time without notice. Therefore, there can be no assurance that an active
market for the Series B Capital Securities will develop. If a trading market for
the Series B Capital Securities does develop, the Series B Capital Securities
may trade at a discount from their initial offering price depending upon
prevailing interest rates, the market for similar securities, the performance of
the Corporation, and other factors.
S-11
<PAGE> 15
HUNTINGTON CAPITAL II
The Series B Trust is a statutory business trust created under the Delaware
Business Trust Act, as amended, pursuant to the Series B Declaration and the
filing of a certificate of trust with the Secretary of State of the State of
Delaware on __________, 1998. The Corporation will acquire the Series B Common
Securities in an aggregate Liquidation Amount equal to $___________, which will
be 3% of the total capital of the Series B Trust.
The Series B Trust exists for the exclusive purpose of (a) issuing and
selling the Series B Trust Securities representing undivided beneficial
ownership interests in the assets of the Trust, (b) investing the gross proceeds
of the Series B Trust Securities in the Series B Subordinated Debentures, and
(c) engaging in only those other activities necessary or incidental thereto.
Accordingly, the assets of the Series B Trust will consist solely of the Series
B Subordinated Debentures.
The Trust's business and affairs are conducted by the Declaration Trustees,
consisting of three Regular Trustees, who are employees or officers of or who
are affiliated with the Corporation; The Chase Manhattan Bank, as Property
Trustee; and The Chase Manhattan Bank Delaware, which maintains its principal
place of business in the State of Delaware, as Delaware Trustee. The Chase
Manhattan Bank also acts as the Guarantee Trustee and the Indenture Trustee.
The location of the principal executive office of each Trust is c/o
Huntington Bancshares Incorporated, Huntington Center, 41 South High Street,
Columbus, Ohio 43287, and its telephone number is 614-480-8300. See "The Trusts"
in the accompanying Prospectus.
THE CORPORATION
Huntington was incorporated in Maryland in 1966 and is a multi-state bank
holding company headquartered in Columbus, Ohio. Its subsidiaries conduct a
full-service commercial and consumer banking business, engage in mortgage
banking, lease financing, trust services, discount brokerage services,
underwriting credit life and disability insurance, and issuing commercial paper
guaranteed by the Corporation, and provide other financial products and
services. See "The Corporation" in the accompanying Prospectus.
USE OF PROCEEDS
All of the proceeds from the sale of Series B Capital Securities will be
invested by the Series B Trust in Series B Subordinated Debentures. All of the
net proceeds to be received by the Corporation from the sale of the Series B
Subordinated Debentures will used for general corporate purposes, which may
include the repayment of existing indebtedness, investments in, or extensions of
credit to, its subsidiaries, the financing of possible acquisitions, and for
general working capital. Pending such use, the net proceeds may be temporarily
invested.
The Corporation is required by the Federal Reserve to maintain certain
levels of capital for bank regulatory purposes. In 1996, the Federal Reserve
announced that cumulative preferred securities having the characteristics of the
Series B Capital Securities could be included as Tier 1 capital for bank
holdings companies. Such Tier 1 Capital treatment, together with the
Corporation's ability to deduct, for federal income tax purposes, interest
payable on the Series B Subordinated Debentures, will provide the Corporation
with a more cost-effective means of obtaining capital for bank regulatory
purposes than other Tier 1 capital alternatives currently available to it.
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<PAGE> 16
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Corporation and its subsidiaries as of March 31, 1998, and as adjusted to give
effect to the consummation of the Offering and the Branch Acquisition (as
defined in the Prospectus). The following data should be read in conjunction
with the consolidated financial statements and notes to such financial
statements of the Corporation and its subsidiaries incorporated by reference in
the accompanying Prospectus. See "Incorporation of Certain Documents by
Reference" in the accompanying Prospectus. Also shown below are certain
consolidated regulatory capital ratios of the Corporation and its subsidiaries
at ___________, 1998, and as adjusted to give effect to the consummation of the
Offering.
<TABLE>
<CAPTION>
____________, 1998
---------------------------------
ACTUAL AS ADJUSTED
--------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long-term debt:
Direct obligations of the Corporation .............................
Obligations of the Corporation's subsidiaries .....................
--------------- ---------------
Total long-term debt ...........................................
--------------- ---------------
Company-obligated mandatorily redeemable preferred
capital securities of subsidiary trusts:
Huntington Capital I.................................... (1)
Huntington Capital II................................... (2)
--------------- ---------------
Total Company-obligated mandatorily redeemable
preferred capital securities of subsidiary trusts......
--------------- ---------------
Shareholders' equity:
Preferred stock - authorized 6,617,808 shares;
none outstanding
Common stock - without par value; authorized 300,000,000(3)
shares; issued and outstanding 193,279,797 shares..............
Treasury stock - 691,290 shares ...................................
Capital surplus....................................................
Net unrealized gains on securities available for sale .............
Retained earnings .................................................
--------------- ---------------
Total shareholders' equity .....................................
--------------- ---------------
Total capitalization ...........................................
=============== ===============
Consolidated regulatory capital ratios (4):
Tier 1 capital to risk-adjusted assets ............................
Total capital to risk-adjusted assets .............................
Tier 1 leverage ...................................................
</TABLE>
- --------------
(1) On January 31, 1997, Huntington Capital I issued $200 million of
company-obligated mandatorily redeemable preferred capital securities. All
of the common securities of Huntington Capital I are owned by the
Corporation. The proceeds from the issuance of such capital securities and
common securities were used by Huntington Capital I to purchase from the
Corporation $206.2 million of Floating Rate Junior Subordinated
Debentures. The subordinated debentures are the sole assets of Huntington
Capital I, bear interest at a variable annual rate equal to LIBOR plus
.70%, and mature on February 1, 2027.
(2) Adjusted to reflect the sale of the Series B Capital Securities. The
Series B Trust will hold the Series B Subordinated Debentures as its sole
asset. The Corporation will own all of the Series B Common Securities of
the Series B Trust.
(3) On April 28, 1998, the Corporation's Charter was amended to increase the
authorized Common Stock of the Corporation from 300,000,000 shares to
500,000,000 shares.
(4) Adjusted to give effect to the consummation of the Offering, the issuance
in the second quarter of 1998 of $300 million of Tier 2-qualifying
subordinated debt by the Corporation's primary bank subsidiary, and the
Branch Acquisition. See "The Corporation -- Recent and Pending
Acquisitions" in the Prospectus. Tier 1 capital consists of common equity,
retained earnings, and a limited amount of qualifying perpetual preferred
stock less certain intangibles. Total capital consists of Tier 1 capital
and subordinated debt, qualifying preferred stock, and a limited amount of
the loan loss allowance. The Leverage ratio is defined as the ratio of
Tier 1 capital divided by adjusted average quarterly assets. The Federal
Reserve has issued capital ratio and leverage ratio guidelines for bank
holding companies such as the Corporation. The minimum regulatory
requirements for the Tier 1 capital ratio, Total capital ratio, and Tier 1
leverage ratio are 4.00%, 8.00%, and 3.00%, respectively.
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<PAGE> 17
RATIO OF EARNINGS TO FIXED CHARGES
The Corporation's consolidated ratios of earnings to fixed charges for
each of the periods indicated are set forth below (unaudited):
<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
--------------------- ----------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <S> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits......... 2.50 2.43 2.45 2.48 2.31 3.24 3
Including Interest on Deposits......... 1.53 1.51 1.48 1.51 1.50 1.74 1
</TABLE>
For purposes of computing the ratios of earnings to fixed charges,
earnings represent net income plus applicable income taxes and fixed charges.
Fixed charges, excluding interest on deposits, represent interest expense
(except interest on deposits), and one-third of rental expense (which is deemed
representative of the interest factor). Fixed charges, including interest on
deposits, represent the foregoing items plus interest on deposits.
ACCOUNTING TREATMENT
For financial reporting purposes, the Series B Trust will be treated as a
subsidiary of the Corporation and, accordingly, the accounts of the Series B
Trust will be included in the consolidated financial statements of the
Corporation. The Series B Capital Securities will be presented in the
consolidated balance sheet of the Corporation as part of a separate line item
entitled "Company-obligated mandatorily redeemable preferred capital securities
of subsidiary trusts" and appropriate disclosures about the Series B Capital
Securities, the Series B Guarantee, and the Series B Subordinated Debentures
will be included in the notes to the consolidated financial statements of the
Corporation. For financial reporting purposes, the Corporation will record
Distributions payable on the Series B Capital Securities as interest expense in
its consolidated statement of income.
The Corporation has agreed that future financial reports of the
Corporation will:
o present the capital securities issued by other Trusts on the
Corporation's balance sheet as a separate line item (which will
include the Series B Capital Securities and the Outstanding Capital
Securities) entitled "Company-obligated mandatorily redeemable
preferred capital securities of subsidiary trusts;"
o include in a footnote to the financial statements disclosure that the
sole assets of the trusts are subordinated debentures of the
Corporation (specifying as to each trust the principal amount,
interest rate, and maturity date of the subordinated debentures
held); and
o include, in an audited footnote to the financial statements,
disclosure that:
o the trusts are wholly owned,
o the sole assets of the trusts are the subordinated debentures
(specifying as to each trust the principal amount, interest
rate, and maturity date of the subordinated debentures held),
and
o the obligations of the Corporation under the subordinated
debentures, the relevant Indenture, Declaration, and Guarantee,
in the aggregate, constitute a full and unconditional guarantee
by the Corporation of such trust's obligations under the
preferred capital securities issued by such trust.
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<PAGE> 18
CERTAIN TERMS OF THE SERIES B CAPITAL SECURITIES
The following summary of certain terms and provisions of the Series B
Capital Securities supplements the description of the terms and provisions of
the Capital Securities set forth in the accompanying Prospectus under the
heading "Description of the Capital Securities." This summary of certain terms
and provisions of the Series B Capital Securities does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Series B Declaration.
DISTRIBUTIONS
Distributions on each Series B Capital Security will be payable in U.S.
dollars at [a variable annual rate equal to _________ plus ___%/the annual rate
of ___%] (which is the same rate payable on the Series B Subordinated
Debentures) on the Liquidation Amount of $______, payable semi-annually in
arrears on the last day of [________ and ________] of each year. Distributions
will accumulate from the date of original issuance. In the event that any date
on which Distributions are payable on the Series B Capital Securities is not a
Business Day (as defined in the accompanying Prospectus), then payment of the
Distributions payable on such date will be made on the next succeeding day that
is a Business Day (and without any additional Distributions or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, payment of such Distribution shall be made on the
immediately preceding Business Day, in either case with the same force and
effect as if made on the date such payment was originally payable (each date on
which Distributions are payable in accordance with the foregoing, a
"Distribution Date"). The first Distribution Date will be ______, 199__. The
amount of Distributions payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months.
Distributions on the Series B Capital Securities (other than
distributions on a Redemption Date (as defined in the accompanying Prospectus))
will be payable to the holders of such Series B Capital Securities as they
appear on the register of the Series B Trust on the relevant record dates. The
record dates for the Series B Capital Securities will be, for so long as the
Series B Capital Securities remain in book-entry form, one Business Day prior to
the Distribution Date and, in the event the Series B Capital Securities are not
in book-entry form, the fifteenth day of the month of the relevant Distribution
Date.
So long as no Indenture Event of Default has occurred and is continuing,
the Corporation will have the right under the Indenture to defer the payment of
interest on the Series B Subordinated Debentures at any time or from time to
time for a period not exceeding 10 consecutive semi-annual periods, provided
that no Extension Period may extend beyond the Stated Maturity of the Series B
Subordinated Debentures. As a consequence of any such deferral, Distributions on
the Series B Capital Securities will be deferred by the Series B Trust during
any such Extension Period. Distributions to which holders of the Series B
Capital Securities are entitled will accumulate and compound semi-annually at [a
variable annual rate equal to ___________ plus ___%/the annual rate of ___%]
from the relevant payment date for such Distributions. The term "Distributions"
as used in this Prospectus Supplement and the Prospectus shall include any such
compounded amounts unless the context otherwise requires.
During any such Extension Period, the Corporation may not, and may
not permit any subsidiary of the Corporation to:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to,
the Corporation's capital stock, or
o make any payment of principal, interest, or premium, if any, on or
repay, repurchase, or redeem any debt securities that rank pari
passu with or junior to the Series B Subordinated Debentures, or
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<PAGE> 19
o make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the
Corporation if such guarantee ranks pari passu with or junior to
the Series B Subordinated Debentures.
The following are permitted exceptions to this covenant:
o repurchases, redemptions, or other acquisitions of shares of
capital stock of the Corporation in connection with any
employment contract, benefit plan, or other similar arrangement
with or for the benefit of any one or more employees, officers,
directors, or consultants, or in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection
with the issuance of common stock (or securities convertible into
or exchangeable for common stock) as consideration in an
acquisition transaction that was entered into prior to the
commencement of such Extension Period);
o as a result of an exchange or conversion of any class or series
of the Corporation's capital stock (or any capital stock of a
subsidiary of the Corporation) for any other class or series of
the Corporation's capital stock or of any class or series of the
Corporation's indebtedness for any class or series of the
Corporation's capital stock;
o the purchase of fractional interests in shares of the
Corporation's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being
converted or exchanged;
o any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock, or
other property under any stockholders' rights plan, or the
redemption or repurchase of rights pursuant to such plan; or
o any dividend in the form of stock, warrants, options, or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options, or other rights is the same
stock as that on which the dividend is being paid (or ranks pari
passu with or junior to such stock).
Prior to the termination of any such Extension Period, the Corporation
may further extend the Extension Period, provided that no Extension Period may
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the Series B Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due on any Interest Payment Date
(including interest at [a variable annual rate equal to ___________ plus
___%/the annual rate of ___%], compounded semi-annually, to the extent permitted
by law), the Corporation may elect to begin a new Extension Period subject to
the above requirements. See "Certain Terms of the Series B Subordinated
Debentures -- Option to Defer Interest Payments" and "Certain United States
Federal Income Tax Consequences -- Interest Income and Original Issue Discount."
The Corporation has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Series B
Subordinated Debentures.
REDEMPTION
Upon the repayment or redemption, in whole or in part, of the Series B
Subordinated Debentures, whether at Stated Maturity or upon earlier redemption
as provided in the Indenture, the proceeds from such repayment or redemption
shall be applied by the Property Trustee to redeem a Like Amount (as defined in
the accompanying Prospectus) of the Series B Capital Securities upon not less
than 30 nor more than 60 days' notice prior to the date fixed for repayment or
redemption at a redemption price (with respect to the Series B Capital
Securities, the "Redemption Price") equal to the aggregate Liquidation Amount of
such Series B Capital Securities plus accumulated and unpaid Distributions to
the date of redemption (the "Redemption Date"). See "Description of the Capital
Securities -- Redemption" in the accompanying Prospectus. For a description of
the Stated Maturity and redemption provisions of the Series B Subordinated
Debentures, see "Certain Terms of the Series B Subordinated Debentures --
General" and "-- Redemption." If less than all of the Series B Subordinated
Debentures are to be repaid or redeemed on a Redemption
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Date, then the proceeds from such repayment or redemption shall be allocated to
the redemption pro rata of the Series B Capital Securities and the Series B
Common Securities.
LIQUIDATION OF SERIES B TRUST AND DISTRIBUTION OF SERIES B SUBORDINATED
DEBENTURES
The Corporation will have the right at any time to dissolve the Series B
Trust and, after satisfaction of liabilities to creditors of the Series B Trust
as provided by applicable law, to cause the Series B Subordinated Debentures to
be distributed to the holders of the Series B Capital Securities in exchange.
Such right is subject to the Corporation's having received prior approval of the
Federal Reserve, if then required under applicable capital guidelines or
policies.
Under current United States Federal income tax law, a distribution of
Series B Subordinated Debentures in exchange for Series B Capital Securities
should not be a taxable event to holders of the Series B Capital Securities.
Should there be a change in law, a change in legal interpretation, a Special
Event, or other circumstances, however, the distribution of the Series B
Subordinated Debentures could be a taxable event to holders of the Series B
Capital Securities. See "Certain Federal Income Tax Consequences -- Distribution
of Series B Subordinated Debentures or Cash Upon Liquidation of the Series B
Trust." If the Corporation elects neither to redeem the Series B Subordinated
Debentures prior to maturity nor to liquidate the Series B Trust and distribute
the Series B Subordinated Debentures or Cash Upon holders of the Series B
Capital Securities in exchange, the Series B Capital Securities will remain
outstanding until the Stated Maturity of the Series B Subordinated Debentures.
If the Corporation elects to dissolve the Series B Trust causing the
Series B Subordinated Debentures to be distributed to holders of the Series B
Capital Securities in exchange upon liquidation of the Series B Trust, the
Corporation shall continue to have the right to redeem the Series B Subordinated
Debentures as described under "Certain Terms of Series B Subordinated Debentures
- -- Redemption."
LIQUIDATION VALUE
The amount payable on the Series B Capital Securities in the event of any
liquidation of the Series B Trust is $____ per Series B Capital Security plus
accumulated and unpaid Distributions, which may be in the form of a distribution
of a Like Amount in Series B Subordinated Debentures, subject to certain
exceptions. See "Description of the Capital Securities -- Liquidation
Distribution Upon Dissolution" in the accompanying Prospectus.
REGISTRATION OF SERIES B CAPITAL SECURITIES
The Series B Capital Securities will be represented by global
certificates registered in the name of the Depository or its nominee. Beneficial
interests in the Series B Capital Securities will be shown on, and transfers
will be effected only through, records maintained by the Depository's
Participants (as defined in the accompanying Prospectus). Except as described
below and in the accompanying Prospectus, Series B Capital Securities in
certificated form will not be issued in exchange for the global certificates.
See "Book-Entry Issuance" in the accompanying Prospectus.
A global security shall be exchangeable for Series B Capital Securities
registered in the names of persons other than the Depository or its nominee only
if:
o the Depository notifies the Series B Trust that it is unwilling or
unable to continue as a depository for such global security and no
successor depository shall have been appointed,
o at any time the Depository ceases to be a clearing agency
registered under the Exchange Act, at a time when the Depository
is required to be so registered to act as such depository,
o the Series B Trust in its sole discretion determines that such
global security shall be so exchangeable, or
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- there shall have occurred and be continuing an Indenture Event of
Default with respect to the Series B Subordinated Debentures.
Any global security that is exchangeable pursuant to any of these events
shall be exchangeable for definitive certificates registered in such names as
the Depository shall direct. It is expected that such instructions will be based
upon directions received by the Depository from its Participants with respect to
ownership of beneficial interests in such global security. In the event that
Series B Capital Securities are issued in definitive form, such Series B Capital
Securities will be in denominations of $ and integral multiples thereof
and may be transferred or exchanged at the offices described below.
Payments on Series B Capital Securities represented by a global security
will be made to the Depository, as the depositary for the Series B Capital
Securities. In the event Series B Capital Securities are issued in certificated
form, the Liquidation Amount and Distributions will be payable, the transfer of
the Series B Capital Securities will be registrable, and Series B Capital
Securities will be exchangeable for Series B Capital Securities of other
denominations of a like aggregate Liquidation Amount, at the corporate office of
the Property Trustee in New York, New York, or at the offices of any paying
agent or transfer agent appointed by the Regular Trustees, provided that payment
of any Distribution may be made at the option of the Regular Trustees by check
mailed to the address of the persons so entitled or by wire transfer. In
addition, if the Series B Capital Securities are issued in certificated form,
the record dates for payment of Distributions will be the 15th day of the month
in which the relevant Distribution payment is scheduled to be made. For a
description of the Depository and the terms of the depositary arrangements
relating to payments, transfers, voting rights, redemptions, and other matters,
see "Book-Entry Issuance" in the accompanying Prospectus.
CERTAIN TERMS OF THE SERIES B SUBORDINATED DEBENTURES
The following summary of certain terms and provisions of the Series B
Subordinated Debentures supplements the description of the terms and provisions
of the Corresponding Junior Subordinated Debentures set forth in the
accompanying Prospectus under the heading "Description of the Subordinated
Debentures." The summary of certain terms and provisions of the Series B
Subordinated Debentures set forth below does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Indenture. The
form of Indenture has been filed as an exhibit to the Registration Statement.
GENERAL
Concurrently with the issuance of the Series B Capital Securities, the
Series B Trust will invest the proceeds of such Series B Capital Securities and
the consideration paid by the Corporation for the Series B Common Securities in
the Series B Subordinated Debentures issued by the Corporation. The Series B
Subordinated Debentures will be issued as a series of junior subordinated
debentures under the Indenture. The Series B Subordinated Debentures will mature
on _________, 20__ (the "Stated Maturity").
The Series B Subordinated Debentures will be unsecured and will rank
junior and be subordinate in right of payment to all Senior Indebtedness of the
Corporation and will be pari passu with $200 million of obligations of the
Corporation associated with the Outstanding Capital Securities. The Indenture
does not limit the incurrence or issuance of other secured or unsecured debt of
the Corporation, whether under the Indenture or any existing or other indenture
that the Corporation may enter into in the future or otherwise. See "Description
of the Subordinated Debentures -- Subordination" in the accompanying Prospectus.
The Indenture does not limit the aggregate principal amount of Series B
Subordinated Debentures that may be issued under the Indenture.
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INTEREST
The Series B Subordinated Debentures will bear interest at [a variable
annual rate equal to _______ plus .___%/the annual rate of ___%] on the
principal amount of such Series B Capital Securities, payable semi-annually in
arrears on the last day of [________ and ________] of each year (each, an
"Interest Payment Date"), commencing _________, 1998, to the person in whose
name each Subordinated Debenture is registered on the close of business on the
record date preceding such Interest Payment Date. The amount of interest payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months.
In the event that any Interest Payment Date is not a Business Day, such
Interest Payment Date will be postponed until the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, payment of such interest shall be made on the immediately preceding
Business Day, in either case with the same force and effect as if made on the
date such payment was originally payable. Accrued interest that is not paid on
the applicable Interest Payment Date will bear additional interest on such
amount (to the extent permitted by law) at [a variable annual rate equal to
___________ plus .___%/the annual rate of ___%], compounded semi-annually. The
term "interest" as used in this Prospectus Supplement shall include semi-annual
interest payments, interest on semi-annual interest payments not paid on the
applicable Interest Payment Date, and any Additional Sums, as applicable.
Interest on the Series B Subordinated Debentures shall accrue from _________,
1998.
As described in the accompanying Prospectus, if the Series B Trust is
required to pay any additional taxes, duties or other governmental charges as a
result of a Tax Event, the Corporation will pay as Additional Sums on the Series
B Subordinated Debentures such amounts as shall be required in order that the
Distributions then due and payable by a Trust on the outstanding Trust
Securities of such Trust shall not be reduced as a result of any additional
taxes, duties, and other governmental charges. See "Description of the Capital
Securities -- Redemption -- Special Event Redemption" in the accompanying
Prospectus.
[Include only if Floating Rate based on LIBOR:
The Chase Manhattan Bank, as Calculation Agent (the "Calculation Agent"),
will calculate the interest rate for each semi-annual interest period based on
LIBOR determined as of two London Business Days (defined as any day, other than
a Saturday or Sunday, on which banks are open for business in London) prior to
the first day of such interest period (each, a "Determination Date"). "LIBOR"
means, with respect to a semi-annual interest period relating to an Interest
Payment Date (in the following order of priority):
(a) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate Page 3750
as of 11:00 a.m. (London time) on the related Determination Date;
(b) if such rate does not appear on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date, LIBOR will be the
arithmetic mean (if necessary rounded upwards to the nearest whole
multiple of .00001%) of the rates (expressed as percentages per annum)
for Eurodollar deposits having a three-month maturity that appear on
Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00
a.m. (London time) on such Determination Date;
(c) if such rate does not appear on Reuters Page LIBO as of 11:00
a.m. (London time) on the related Determination Date, the Calculation
Agent will request the principal London offices of four leading banks in
the London interbank market to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London
interbank market for Eurodollar deposits having a three-month maturity as
of 11:00
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a.m. (London time) on such Determination Date. If at least two quotations
are provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001%) of such quotations;
(d) if fewer than two such quotations are provided as requested in
clause (c) above, the Calculation Agent will request four major New York
City banks to provide such banks' offered quotations (expressed as
percentages per annum) to leading European banks for loans in Eurodollars
as of 11:00 a.m. (London time) on such Determination Date. If at least
two such quotations are provided, LIBOR will be the arithmetic mean (if
necessary rounded upwards to the nearest whole multiple of .00001%) of
such quotations; and
(e) if fewer than two such quotations are provided as requested in
clause (d) above, LIBOR will be LIBOR determined with respect to the
interest period immediately preceding such current interest period.
If the rate for Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superseded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by a
corrected rate before 12:00 noon (London time) on such Determination Date, the
corrected rate as so substituted on the applicable page will be the applicable
LIBOR for such Determination Date.
Absent manifest error, the Calculation Agent's determination of LIBOR and
its calculation of the applicable interest rate for each interest period will be
final and binding. Investors may obtain the interest rates for the current and
preceding interest period by writing or calling Corporate Series B Trust
Administration at the Calculation Agent at The Chase Manhattan Bank, 450 West
33rd Street, New York, New York 10001.]
OPTION TO DEFER INTEREST PAYMENTS
So long as no Indenture Event of Default has occurred and is continuing,
the Corporation has the right under the Indenture at any time or from time to
time during the term of the Series B Subordinated Debentures to defer the
payment of interest for a period not exceeding 10 consecutive semi-annual
periods with respect to each Extension Period, provided that no Extension Period
may extend beyond the Stated Maturity of the Series B Subordinated Debentures.
At the end of such Extension Period, the Corporation must pay all interest then
accrued and unpaid (together with interest at [a variable annual rate equal to
___________ plus .___%/the annual rate of ___%], compounded semi-annually to the
extent permitted by applicable law). During an Extension Period, interest will
continue to accrue and holders of Series B Subordinated Debentures (or holders
of Series B Capital Securities while the Series B Capital Securities are
outstanding) will be required to accrue interest income for United States
federal income tax purposes. See "Certain United States Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."
During any such Extension Period, the Corporation may not, and may not
permit any subsidiary of the Corporation to:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to,
the Corporation's capital stock, or
o make any payment of principal, interest, or premium, if any, on or
repay, repurchase, or redeem any debt securities that rank pari
passu with or junior to the Series B Subordinated Debentures, or
o make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the
Corporation if such guarantee ranks pari passu with or junior to
the Series B Subordinated Debentures.
The following are permitted exceptions to this covenant:
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o repurchases, redemptions, or other acquisitions of shares of
capital stock of the Corporation in connection with any employment
contract, benefit plan, or other similar arrangement with or for
the benefit of any one or more employees, officers, directors, or
consultants, or in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance
of common stock (or securities convertible into or exchangeable
for common stock) as consideration in an acquisition transaction
that was entered into prior to the commencement of such Extension
Period);
o as a result of an exchange or conversion of any class or series of
the Corporation's capital stock (or any capital stock of a
subsidiary of the Corporation) for any other class or series of
the Corporation's capital stock or of any class or series of the
Corporation's indebtedness for any class or series of the
Corporation's capital stock;
o the purchase of fractional interests in shares of the
Corporation's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted
or exchanged;
o any declaration of a dividend in connection with any stockholders'
rights plan, or the issuance of rights, stock, or other property
under any stockholders' rights plan, or the redemption or
repurchase of rights pursuant to such plan; or
o any dividend in the form of stock, warrants, options, or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options, or other rights is the same
stock as that on which the dividend is being paid (or ranks pari
passu with or junior to such stock).
Prior to the termination of any such Extension Period, the Corporation
may further extend the Extension Period, provided that no Extension Period may
exceed 10 consecutive semi-annual periods or extend beyond the Stated Maturity
of the Series B Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due on any Interest Payment Date, the
Corporation may elect to begin a new Extension Period subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end of such Extension Period. The Corporation must give the
Property Trustee, the Regular Trustees, and the Indenture Trustee notice of its
election of such Extension Period not less than one Business Day prior to the
record date for the first Distribution to be deferred pursuant to this option.
The Property Trustee shall give notice of the Corporation's election to begin a
new Extension Period to the holders of the Series B Capital Securities.
REDEMPTION
The Series B Subordinated Debentures are redeemable prior to maturity at
the option of the Corporation, subject to the receipt of any necessary prior
approval of the Federal Reserve, (a) on or after _______, 20__, in whole or in
part at any time, or (b) at any time in whole (but not in part), within 90 days
of the occurrence of a Special Event. In either case, the redemption price will
be equal to the principal amount of the Series B Subordinated Debentures so
redeemed plus accrued and unpaid interest, if any, to the date fixed for
redemption. See "Description of the Subordinated Debentures -- Redemption" in
the accompanying Prospectus.
DISTRIBUTIONS OF SERIES B SUBORDINATED DEBENTURES
As described under "Certain Terms of the Series B Capital Securities --
Liquidation of Series B Trust and Distribution of Series B Subordinated
Debentures," under certain circumstances involving the dissolution of the Series
B Trust, Series B Subordinated Debentures may be distributed to the holders of
the Series B Capital Securities in exchange upon liquidation of the Series B
Trust after satisfaction of liabilities to creditors of the Series B Trust as
provided by applicable law. If distributed to holders of Series B Capital
Securities, the Series B Subordinated Debentures will initially be issued in the
form of one or more global securities and the Depository, or any successor
depositary for the Series B Capital Securities, will act as depositary for the
Series B Subordinated Debentures. It is anticipated that the depositary
arrangements for the Series B Subordinated Debentures would be substantially
identical to those in effect for the Series B Capital Securities. There can be
no assurance as to the market price of any Series B Subordinated
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Debentures that may be distributed to the holders of Series B Capital
Securities. For a description of global securities and certificated securities,
see "Book-Entry Issuance" in the accompanying Prospectus.
REGISTRATION OF SERIES B SUBORDINATED DEBENTURES
The Series B Subordinated Debentures will be registered in the name of
the Series B Trust. In the event that the Series B Subordinated Debentures are
distributed to the holders of Series B Capital Securities, it is anticipated
that the depositary and other arrangements for the Series B Subordinated
Debentures will be substantially identical to those in effect for the Series B
Capital Securities, as applicable. See "Certain Terms of the Series B Capital
Securities -- Registration of Series B Capital Securities."
CERTAIN TERMS OF THE SERIES B GUARANTEE
The Series B Guarantee will be executed and delivered by the Corporation
concurrently with the issuance by the Series B Trust of the Series B Capital
Securities for the benefit of the holders from time to time of such Series B
Capital Securities. The Chase Manhattan Bank will act as Guarantee Trustee under
the Series B Guarantee. The Series B Guarantee will be qualified as an indenture
under the Trust Indenture Act.
This summary of certain provisions of the Series B Guarantee does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all of the provisions of the Series B Guarantee, including the
definitions in the Series B Guarantee of certain terms. The Guarantee Trustee
will hold the Series B Guarantee for the benefit of the holders of the Series B
Capital Securities.
GUARANTEE PAYMENTS
The Series B Guarantee guarantees to the holders of the Series B Capital
Securities the following payments, to the extent not paid by the Series B Trust:
o any accumulated and unpaid Distributions required to be paid on
the Series B Capital Securities, to the extent that the Series B
Trust has funds available for such payment at such time,
o the Redemption Price with respect to any Series B Capital
Securities called for redemption, to the extent that the Series B
Trust has funds available for such payment at such time, and
o upon a voluntary or involuntary dissolution, winding-up, or
liquidation of the Series B Trust (unless the Series B
Subordinated Debentures are distributed to holders of the Series B
Capital Securities), the lesser of (a) the aggregate of the
Liquidation Amount and all accumulated and unpaid Distributions to
the date of payment, to the extent that the Series B Trust has
funds available therefor at such time, and (b) the amount of
assets of the Series B Trust remaining available for distribution
to holders of the Series B Capital Securities after payment of
creditors of the Series B Trust as required by applicable law.
ENFORCEMENT
The holders of not less than a majority in aggregate Liquidation Amount
of the Series B Capital Securities have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of the Series B Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Series B
Guarantee. Any holder of the Series B Capital Securities may institute a legal
proceeding directly against the Corporation to enforce its rights under the
Series B Guarantee without first instituting a legal proceeding against the
Trust, the Guarantee Trustee, or any other person or entity.
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If the Corporation were to default on its obligation to pay amounts under
the Series B Subordinated Debentures, the Series B Trust would lack funds for
the payment of Distributions on the Series B Capital Securities or amounts
payable on redemption of the Series B Capital Securities or otherwise. In such
event, holders of the Series B Capital Securities would not be able to rely upon
the Series B Guarantee for payment of such amounts. Instead, if any event of
default under the Indenture shall have occurred and be continuing and such event
is attributable to the failure of the Corporation to pay interest or premium, if
any, on or principal of the Series B Subordinated Debentures on the applicable
payment date, then a holder of Series B Capital Securities may institute a
Direct Action against the Corporation pursuant to the terms of the Indenture for
enforcement of payment to such holder of the principal of or interest or
premium, if any, on such Series B Subordinated Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Series B Capital
Securities of such holder. In connection with such Direct Action, the
Corporation will have a right to set-off under the Indenture to the extent of
any payment made by the Corporation to such holder of Series B Securities in the
Direct Action. Except as described in this Prospectus Supplement, holders of
Series B Capital Securities will not be able to exercise directly any other
remedy available to the holders of the Series B Subordinated Debentures or
assert directly any other rights in respect of the Series B Subordinated
Debentures. See "Description of the Guarantees" in the accompanying Prospectus.
The Series B Declaration provides that each holder of Series B Capital
Securities by acceptance of the Series B Capital Securities agrees to the
provisions of the Series B Guarantee and the Indenture.
The Series B Guarantee will rank subordinate and junior in right of
payment to all Senior Indebtedness of the Corporation and will be pari passu
with $200 million of obligations of the Corporation associated with the
Outstanding Capital Securities to the same extent as the Subordinated Debenture.
See "Description of the Guarantees -- Status of the Guarantees" in the
accompanying Prospectus. The Series B Guarantee does not limit the incurrence or
issuance of other secured or unsecured debt of the Corporation, whether under
the Indenture or any existing or other indenture that the Corporation may enter
into in the future or otherwise.
The Corporation has, through the Series B Guarantee, the Series B
Subordinated Debentures, and the Indenture, taken together, fully and
unconditionally guaranteed all of the Trust's obligations under the Series B
Capital Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional guarantee of the Trust's
obligations under the Series B Capital Securities. See "Relationship Among the
Capital Securities, the Corresponding Subordinated Debentures, and the
Guarantees" in the accompanying Prospectus.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Porter, Wright, Morris & Arthur, in its capacity as
special tax counsel to the Corporation and the Series B Trust ("Tax Counsel"),
the following summary accurately describes the material United States federal
income tax consequences that may be relevant to the purchase, ownership, and
disposition of the Series B Capital Securities. Unless otherwise stated, this
summary deals only with Series B Capital Securities held as capital assets by
United States Persons (defined below) who purchase the Series B Capital
Securities upon original issuance at their original offering price. As used in
this Prospectus, a "United States Person" means:
o a person that is a citizen or resident of the United States for
federal income tax purposes,
o a corporation, partnership, or other entity created or organized
in or under the laws of the United States or any political
subdivision of the United States,
o an estate the income of which is subject to United States federal
income taxation regardless of its source, or
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- any trust if a court within the United States is able to exercise
primary supervision over the administration of such trust and one
or more United States fiduciaries have the authority to control
all the substantial decisions of such trust.
The tax treatment of a holder may vary depending on its particular
situation. This summary does not address all the tax consequences that may be
relevant to a particular holder or to holders that may be subject to special tax
treatment, such as banks, thrift institutions, real estate investment trusts,
regulated investment companies, insurance companies, brokers and dealers in
securities or currencies, tax-exempt investors, or persons holding the Series B
Capital Securities as a position in a "straddle," as part of a "hedging,"
"conversion," or other integrated investment. In addition, this summary does not
address any description of any alternative minimum tax consequences, the tax
laws of any state, local, or foreign government that may be applicable to a
holder of Series B Capital Securities, or the income tax consequences to
shareholders in, or partners or beneficiaries of, a holder of the Series B
Capital Securities.
This summary is based on the Tax Code, the Treasury regulations
promulgated under the Tax Code, and administrative and judicial interpretations
of Tax Code, each as of the date of this Prospectus, all of which are subject to
change, possibly on a retroactive basis. The authorities on which this summary
is based are subject to various interpretations, and the opinions of Tax Counsel
are not binding on the Internal Revenue Service ("IRS") or the courts, either of
which could take a contrary position. Moreover, no rulings have been or will be
sought from the IRS with respect to the transactions described in this
Prospectus. Accordingly, there can be no assurance that the IRS will not
challenge the opinions expressed in this Prospectus or that a court would not
sustain such a challenge.
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE SERIES B
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN,
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS. FOR A DISCUSSION OF THE POSSIBLE REDEMPTION OF THE SERIES B
CAPITAL SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX EVENTS SEE "DESCRIPTION OF
THE CAPITAL SECURITIES -- REDEMPTION -- SPECIAL EVENT REDEMPTION OR DISTRIBUTION
OF SERIES B SUBORDINATED DEBENTURES" IN THE ACCOMPANYING PROSPECTUS.
CLASSIFICATION OF THE SERIES B TRUST
In connection with the issuance of the Series B Capital Securities, Tax
Counsel will render an opinion generally to the effect that, under current law
and based upon certain representations, facts, and assumptions and assuming full
compliance with the terms of the Series B Declaration and other documents, the
Series B Trust should be classified as a grantor trust and should not be
classified as an association taxable as a corporation for United States federal
income tax purposes. Accordingly, for United States federal income tax purposes,
each holder of Series B Capital Securities should be treated as owning an
undivided beneficial interest in the Series B Subordinated Debentures and, thus,
should be required to include in its gross income its pro rata share of interest
income or OID that is paid or accrued on the Series B Subordinated Debentures
whether or not cash is actually distributed to the holders of the Series B
Capital Securities.
CLASSIFICATION OF THE SERIES B SUBORDINATED DEBENTURES
The Corporation, the Trust, and the holders of the Series B Capital
Securities (by the acceptance of a beneficial interest in a Series B Capital
Security) will agree to treat the Series B Subordinated Debentures as
indebtedness for all United States federal income tax purposes. In connection
with the issuance of the Series B Subordinated Debentures, Tax Counsel will
render an opinion generally to the effect that, under then current law, and
based upon certain representations, facts, and assumptions, the Series B
Subordinated Debentures should be classified as indebtedness of the Corporation
for United States federal income tax purposes.
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INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT
Under the applicable Treasury regulations, the Series B Subordinated
Debentures will not be treated as issued with OID within the meaning of section
1273(a) of the Tax Code because the Corporation has concluded, and this
discussion assumes, that as of the date of this Prospectus the likelihood of its
exercising its right to defer payments of interest is remote. Accordingly,
except as set forth below, stated interest on the Series B Subordinated
Debentures generally will be taxable to a holder as ordinary income at the time
it is paid or accrued in accordance with such holder's regular method of tax
accounting.
If, however, the Corporation exercises its right to defer payments of
interest on the Series B Subordinated Debentures, the Series B Subordinated
Debentures would be treated as redeemed and reissued for OID purposes at such
time and all holders of the Series B Subordinated Debentures and, consequently,
holders of the Series B Capital Securities, will be required to accrue their pro
rata share of OID (which will include both the stated interest and the de
minimis OID on the Series B Subordinated Debentures) on a daily economic accrual
basis during the Extension Period even though the Corporation will not pay such
interest until the end of the Extension Period, and even though some holders may
use the cash method of tax accounting. Moreover, thereafter, the Series B
Subordinated Debentures will be taxed as OID instruments for as long as they
remain outstanding. Thus, even after the end of an Extension Period, all holders
would be required to continue to include the stated interest (and the de minimis
OID) on the Series B Subordinated Debentures in income on a daily basis,
regardless of their method of tax accounting and in advance of receipt of the
cash attributable to such interest income. Under the OID economic accrual rules,
a holder would accrue an amount of interest income each year that approximates
the stated interest payments called for under the terms of the Series B
Subordinated Debentures, and subsequent actual cash payments of interest on the
Series B Subordinated Debentures would not be reported separately as taxable
income. Any amount of OID included in a holder's gross income (whether or not
during an Extension Period) with respect to a Series B Capital Security will
increase such holder's tax basis in such Series B Capital Security, and the
amount of Distributions received by a holder in respect of such accrued OID will
reduce the tax basis of such Series B Capital Security.
In the absence of the Corporation's election to defer an interest payment
period, de minimis OID would not be subject to income tax until a holder's
Series B Subordinated Debentures were sold, redeemed, or retired, in which event
the de minimis OID would increase any gain or decrease any loss recognized by
the holder. In general, de minimis OID will be present with respect to the
Series B Subordinated Debentures, in an amount equal to the excess of (a) the
stated redemption price at maturity (as defined for income tax purposes) of the
Series B Subordinated Debentures, over (b) the issue price of the Series B
Subordinated Debentures, unless such amount is less than the product of (x)
0.25% of the redemption price, and (y) the number of complete calendar years
from the Series B Subordinated Debentures' issue date to its maturity.
If the Corporation's option to defer payments of interest were not
treated as remote, the Series B Subordinated Debentures would be treated as
initially issued with OID in an amount equal to the aggregate stated interest
over the term of the Series B Subordinated Debentures, plus the amount of de
minimis OID on the Series B Subordinated Debentures. That OID would generally be
includible in a United States Person's taxable income, over the term of the
Series B Subordinated Debentures, on an economic accrual basis.
The Treasury regulations described above have not yet been addressed in
any rulings or other interpretations by the IRS, and it is possible that the IRS
could take a contrary position. If the IRS were to assert successfully that the
stated interest on the Series B Subordinated Debentures was OID regardless of
whether the Corporation exercises its option to defer payments of interest on
such debentures, all holders of Series B Capital Securities would be required to
include such stated interest in income on a daily economic accrual basis as
described above.
Corporate holders of Series B Capital Securities will not be entitled to
a dividends-received deduction with respect to any income recognized by such
holders with respect to the Series B Capital Securities.
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DISTRIBUTION OF SERIES B SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE
SERIES B TRUST
As described under the caption "Description of the Capital Securities --
Liquidation Distribution Upon Dissolution," Series B Subordinated Debentures may
be distributed to holders in exchange for the Series B Capital Securities and in
liquidation of the Series B Trust. Under current law, such a distribution would
be non-taxable for United States federal income tax purposes, and will result in
the holder receiving directly its pro rata share of the Series B Subordinated
Debentures previously held indirectly through the Trust, with a holding period
and aggregate tax basis equal to the holding period and aggregate tax basis such
holder had in its Series B Capital Securities before such distribution. A holder
would accrue interest in respect of the Series B Subordinated Debentures
received from the Series B Trust in the manner described above under "--
Interest Income and Original Issue Discount. If, however, the liquidation of the
Series B Trust were to occur because the Series B Trust is subject to United
States federal income tax with respect to income accrued or received on the
Series B Subordinated Debentures, the distribution of the Series B Subordinated
Debentures to holders would be a taxable event to the Series B Trust and to each
holder and a holder would recognize gain or loss as if the holder had exchanged
its Series B Capital Securities for the Series B Subordinated Debentures it
received upon liquidation of the Series B Trust.
Under certain circumstances described in this Prospectus (see
"Description of the Capital Securities -- Redemption -- Special Event Redemption
or Distribution of Series B Subordinated Debentures"), the Series B Subordinated
Debentures may be redeemed for cash by the Corporation, with the proceeds of
such redemption distributed to holders in redemption of their Series B Capital
Securities. Under current law, such a redemption would constitute a taxable
disposition of the redeemed Series B Capital Securities for United States
federal income tax purposes, and a holder would recognize gain or loss as if it
sold such redeemed Series B Capital Securities for cash.
See "-- Sales of Series B Capital Securities."
SALES OF SERIES B CAPITAL SECURITIES
A holder that sells Series B Capital Securities will recognize gain or
loss equal to the difference between the amount realized by such holder on the
sale of the Series B Capital Securities (except to the extent that such amount
realized is characterized as a payment in respect of accrued but unpaid interest
on such holder's allocable share of the Series B Subordinated Debentures that
the holder had not included in gross income previously) and the holder's
adjusted tax basis in the Series B Capital Securities sold. Such gain or loss
generally will be a capital gain or loss and generally will be taxable as a
long-term capital gain or loss if the Series B Capital Securities have been held
for more than one year prior to their sale. If the Series B Capital Securities
have been held for more than 18 months prior to their sale, the holder may be
entitled to lower preferential long-term capital gain tax rates. Subject to
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes.
TAX LAW CHANGES
Prospective investors should be aware that Enron Corporation has filed a
petition in Tax Court challenging the proposed disallowance by the Internal
Revenue Service of the deduction of interest expense on securities issued by
Enron Corporation in 1993 and 1994 that are similar to, although different in a
number of respects form, the Series B Subordinated Debentures. It is possible
that a decision in that case could give rise to a Tax Event, which would permit
the Corporation to cause a redemption of the Capital Securities, as described
more fully under "Description of the Capital Securities - Redemption" in the
accompanying Prospectus.
Legislation was proposed by the United States Department of Treasury on
February 6, 1997, as part of President Clinton's 1998 Budget Proposal that
contained a provision which, if adopted as proposed, would have had the effect
of prohibiting the Corporation from deducting the interest paid on the Series B
Subordinated Debentures which, in turn, would have triggered a "Tax Event" (see
below). On August 5, 1997, the Taxpayer Relief Act of 1997 was signed by
President Clinton. The Act did not adopt the tax law changes that would have
denied the interest deduction as originally contained in the 1998 Budget
Proposal. In addition, President Clinton's recently-released Fiscal 1999 Budget
Proposal does not contain a provision similar to that contained in the 1998
Budget Proposal that would deny deductions for interest paid on the Series B
Subordinated Debentures.
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Even though the most recent Executive and Congressional action does not
attempt to incorporate the provisions from the 1998 Budget Proposal concerning
the disallowance of interest deductions on long-term debt obligations not
treated as indebtedness on the Trust's balance sheet, there can be no assurance
that future legislative proposals or final legislation will not adversely affect
the ability of the Corporation to deduct interest on the Series B Subordinated
Debentures or otherwise affect the tax treatment of the transactions described
in this Prospectus. Such legislation could give rise to a Tax Event, which would
permit the Corporation to cause a redemption of the Series B Capital Securities,
as described more fully in this Prospectus under the caption "Description of the
Capital Securities -- Special Event Redemption or Substitution of Series B
Subordinated Debentures."
NON-UNITED STATES HOLDERS
As used in this Prospectus, the term "Non-United States Holder" means any
holder that is not a United States Person (as defined above). As discussed
above, the Series B Capital Securities will be treated as evidence of an
indirect beneficial ownership interest in the Series B Subordinated Debentures.
See "-- Classification of the Series B Trust." Thus, under present United States
federal income tax law, and subject to the discussion below concerning backup
withholding:
(a) no withholding of United States federal income tax will be
required with respect to the payment by the Series B Trust or the
Corporation or any paying agent of principal or interest (which for
purposes of this discussion includes any OID) with respect to the Series
B Capital Securities (or on the Series B Subordinated Debentures) to a
Non-United States Holder, provided (1) that the beneficial owner of the
Series B Capital Securities ("Beneficial Owner") does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of the Corporation entitled to vote within the meaning
of section 871(h)(3) of the Tax Code and the regulations under the Tax
Code, (2) the Beneficial Owner is not a controlled foreign corporation
for United States federal income tax purposes that is related to the
Corporation through stock ownership, (3) the Beneficial Owner is not a
bank whose receipt of interest with respect to the Series B Capital
Securities (or on the Series B Subordinated Debentures) is described in
section 881(c)(3)(A) of the Tax Code, and (4) the Beneficial Owner
satisfies the statement requirement (described generally below) set forth
in section 871(h) and section 881(c) of the Tax Code and the regulations
under the Tax Code, and
(b) no withholding of United States federal income tax will be
required with respect to any gain realized by a Non-United States Holder
upon the sale or other disposition of the Series B Capital Securities (or
Series B Subordinated Debentures).
To satisfy the requirement referred to in (a)(4) above, the Beneficial
Owner, or a financial institution holding the Series B Capital Securities on
behalf of such owner, must provide, in accordance with specified procedures, to
the Series B Trust or its paying agent, a statement to the effect that the
Beneficial Owner is not a United States Person. Pursuant to current temporary
Treasury regulations, these requirements will be met if (1) the Beneficial Owner
provides his name and address, and certifies, under penalties of perjury, that
it is not a United States Person (which certification may be made on an IRS Form
W-8 (or successor form)) or (2) a financial institution holding the Series B
Capital Securities (or Series B Subordinated Debentures) on behalf of the
Beneficial Owner certifies, under penalties of perjury, that such statement has
been received by it and furnishes a paying agent with a copy of such statement.
If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of interest
(including any OID) made to such Non-United States Holder will be subject to a
30% withholding tax unless the Beneficial Owner provides the Series B Trust or
the Corporation or any paying agent, as the case may be, with a properly
executed (1) IRS Form 1001 (or successor form) claiming an exemption from, or a
reduction of, such withholding tax under the benefit of a tax treaty or (2) IRS
Form 4224 (or successor form) stating that interest paid with respect to the
Series B Capital Securities (or on the Series B Subordinated Debentures) is not
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subject to withholding tax because it is effectively connected with the
Beneficial Owner's conduct of a trade or business in the United States.
If a Non-United States Holder is engaged in a trade or business in the
United States and interest with respect to the Series B Capital Securities (or
on the Series B Subordinated Debentures) is effectively connected with the
conduct of such trade or business, the Non-United States Holder, although exempt
from the withholding tax discussed above, will be subject to United States
federal income tax on such interest income on a net income basis in the same
manner as if it were a United States Person. In addition, if such Non-United
States Holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30% of its effectively connected earnings and profits for the
taxable year, subject to adjustments. For this purpose, such interest income
would be included in such foreign corporation's earnings and profits.
Any gain realized upon the sale or other disposition of the Series B
Capital Securities (or the Series B Subordinated Debentures) generally will not
be subject to United States federal income tax unless (a) such gain is
effectively connected with a trade or business in the United States of the
Non-United States Holder, (b) in the case of a Non-United States Holder who is
an individual, such individual is present in the United States for 183 days or
more in the taxable year of such sale, exchange, or retirement, and certain
other conditions are met, or (c) in the case of any gain representing accrued
interest on the Series B Subordinated Debentures, the requirements of the
"portfolio interest" exception described in (a) above are not satisfied.
On October 14, 1997, the IRS published in the Federal Register final
regulations (the "1997 Final Regulations") which affect the United States
taxation of Non-United States Holders. The 1997 Final Regulations are effective
for payments made after December 31, 1998, regardless of the issue date of the
instrument with respect to which such payments are made, subject to certain
transition rules. The discussion under this heading and under "-- Information
Reporting and Backup Withholding" is not intended to be a complete discussion of
the provisions of the 1997 Final Regulations, and prospective holders of Series
B Capital Securities are urged to consult their tax advisors concerning the tax
consequences of their investment in light of the 1997 Final Regulations.
The 1997 Final Regulations prescribe revised documentation procedures
designed to unify certification requirements and clarify reliance standards in
an effort to simplify the processing of United States-source payments to foreign
persons. The 1997 Final Regulations generally do not affect the documentation
rules described above, but add other certification options. Under one such
option, a withholding agent will be allowed to rely on an intermediary
withholding certificate furnished by a "qualified intermediary" (as defined
below) on behalf of one or more beneficial owners (or other intermediaries)
without having to obtain the beneficial owner certificate described above.
"Qualified intermediaries" include: (a) foreign financial institutions or
foreign clearing organizations (other than a United States branch or United
States office of such institution or organization) or (b) foreign branches or
offices of United States financial institutions or foreign branches or offices
of United States clearing organizations, which, as to both (a) and (b), have
entered into withholding agreements with the IRS. In addition to certain other
requirements, qualified intermediaries must obtain withholding certificates,
such as revised Internal Revenue Service Form W-8 (see below), from each
beneficial owner. Under other options, an authorized foreign agent of a United
States withholding agent will be permitted to act on behalf of the United States
withholding agent and the United States withholding agent will be permitted to
rely on a statement from a securities clearing organization, a bank, or other
financial institution that holds customers' securities in the ordinary course of
its business if the institution has received a Form W-8 (or an acceptable
substitute) from the beneficial owner.
The 1997 Final Regulations generally define the beneficial owner of
payments on Series B Capital Securities as those persons who must include such
payments in gross income, rather than persons such as nominees or agents legally
entitled to such payments. In the case of payments to an entity classified as a
foreign partnership under United States tax principles, the partners, rather
than the partnership, generally will be required to provide the required
certifications to qualify for the withholding exemption described above. A
payment to a United States partnership, however, is treated for these purposes
as payment to a United States payee, even if the partnership has one or more
foreign partners. The
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1997 Final Regulations provide certain presumptions with respect to withholding
for holders not furnishing the required certifications to qualify for the
withholding exemption described above. In addition, the 1997 Final Regulations
will replace a number of current tax certification forms (including Internal
Revenue Service Form W-8) with a single, revised Internal Revenue Service Form
W-8 (which, in certain circumstances, requires information in addition to that
previously required). Under the 1997 Final Regulations, this Form W-8 will
remain valid until the last day of the third calendar year following the year in
which the certificate is signed.
Under the 1997 Final Regulations, withholding of United States federal
income tax may apply to payments on a taxable sale or other disposition of
Series B Capital Securities by a Non-United States Holder who does not provide
appropriate certification to the withholding agent with respect to such
transaction.
The 1997 Final Regulations provide transition rules concerning existing
certificates, such as Internal Revenue Service Forms W-8 and 1001.
As discussed above, changes in legislation affecting the income tax
consequences of the Series B Subordinated Debentures are possible, and could
adversely affect the ability of the Corporation to deduct interest payable on
the Series B Subordinated Debentures. Such legislation also could cause the
Series B Subordinated Debentures to be classified as equity (rather than
indebtedness) of the Corporation for United States federal income tax purposes
and, thus, cause the income derived from the Series B Subordinated Debentures to
be characterized as dividend, rather than interest, income for such purposes.
Dividend income is not eligible for the "portfolio interest" exception described
in (a) above generally causing income derived by a Non-United States Holder on
the Series B Capital Securities to be subject to the 30% United States federal
withholding tax described above, unless a reduction or elimination of such tax
was available under an applicable tax treaty or such dividend income was
effectively connected with a trade or business carried on in the United States
by such Non-United States Holder. It is possible that legislation could be
enacted in the future that could affect the characterization of income paid on
the Series B Capital Securities (or the Series B Subordinated Debentures) or
otherwise adversely affect a Non-United States Holder. See "-- Tax Law Changes."
INFORMATION REPORTING AND BACKUP WITHHOLDING
The amount of interest (or OID, if any) accrued on the Series B Capital
Securities (or the Series B Subordinated Debentures) held of record by United
States Persons (other than corporations and other exempt holders) will be
reported annually to such holders and to the IRS. The Property Trustee currently
intends to deliver such reports to holders of record prior to January 31
following each calendar year. It is anticipated that persons who hold Series B
Capital Securities as nominees for beneficial holders will report the required
tax information to beneficial holders on Form 1099.
"Backup withholding" at a rate of 31% will apply to payments of interest
(or OID, if any) to non-exempt United States Persons unless the holder furnishes
its taxpayer identification number in the manner prescribed in applicable
Treasury regulations, certifies that such number is correct, certifies as to no
loss of exemption from backup withholding, and meets certain other conditions.
No information reporting or backup withholding will be required with
respect to payments made by the Series B Trust or any paying agent to Non-United
States Holders if a statement described in (a)(4) under "Non-United States
Holders" has been received and the payor does not have actual knowledge that the
beneficial owner is a United States Person.
In addition, backup withholding and information reporting will not apply
if payments of the principal, interest, OID, or premium with respect to the
Series B Capital Securities (or on the Series B Subordinated Debentures) are
paid or collected by a foreign office of a custodian, nominee, or other foreign
agent on behalf of the Beneficial Owner, or if a foreign office of a broker (as
defined in applicable Treasury regulations) pays the proceeds of the sale of the
Series B Capital Securities (or the Series B Subordinated Debentures) to the
owner of such Series B Capital Securities. If,
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however, such nominee, custodian, agent, or broker is, for United States federal
income tax purposes, a United States Person, a controlled foreign corporation,
or a foreign person that derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States, such
payments will not be subject to backup withholding but will be subject to
information reporting, unless (1) such custodian, nominee, agent, or broker has
documentary evidence in its records that the Beneficial Owner is not a United
States Person and certain other conditions are met, or (2) the Beneficial Owner
otherwise establishes an exemption.
In the case of a Non-United States Holder, under the 1997 Final
Regulations, backup withholding and information reporting will not apply to
payments of principal and interest (including OID) with respect to Series B
Capital Securities if such Non-United States Holder provides the required
certification to establish an exemption from the withholding of the United
States federal income tax or otherwise establishes an exemption, as set out in
the 1997 Final Regulations. Payments of principal and interest (including OID)
with respect to Series B Capital Securities made to a custodian, nominee, or
broker will not be subject to backup withholding or information reporting,
irrespective of the place of payment or the location of the office of the
custodian, nominee, or broker. Payments of interest (including OID) with respect
to Series B Capital Securities paid to a foreign intermediary (whether or not a
qualified intermediary) will, however, be subject to withholding of United
States federal income tax at the rate of 30% unless the beneficial owner
(whether or not a United States person) establishes an exemption by furnishing a
withholding certificate or other appropriate documentation. Unless the
beneficial owner establishes an exemption, a payment by a custodian, nominee, or
broker may be subject to information reporting and, unless (i) the payment has
been subject to withholding of United States federal income tax at the rate of
30% or (ii) the payment is made outside the United States to an offshore account
in a financial institution that maintains certain procedures related to account
documentation, to backup withholding as well.
The 1997 Final Regulations provide for certain presumptions under which a
Non-United States Holder may be subject to backup withholding in the absence of
required certifications. For example, payments that a withholding agent cannot
reliably associate with documentation are presumed to be made to a United States
payee who is not an exempt recipient, in which case 31% backup withholding
applies, assuming the payment is reportable under Chapter 61 of the Code.
Payment of the proceeds from disposition of Series B Capital Securities
(or the Series B Subordinated Debentures) to or through a United States office
of a broker is subject to information reporting and backup withholding unless
the holder or beneficial owner establishes an exemption from information
reporting and backup withholding.
Under the 1997 Final Regulations, payments on the sale, exchange,
redemption, or retirement of Series B Capital Securities to or through a broker
may be subject to information reporting and backup withholding unless (a) the
beneficial owner establishes an exemption or (b) the transaction is effected
outside the United States and the broker is not a United States person, a
controlled foreign corporation for United States tax purposes, a United States
branch of a foreign bank or foreign insurance company, a foreign partnership
controlled by United States persons or engaged in a United States trade or
business, or a foreign person 50% or more of whose gross income is effectively
connected with the conduct of a United States trade or business for a specified
three-year period.
Back-up withholding is not an additional tax. Rather, any amounts
withheld from a holder of the Series B Capital Securities under the backup
withholding rules will be allowed as a refund or a credit against such holder's
United States federal income tax liability, provided the required information is
furnished to the IRS.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE SERIES B
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN,
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX
LAWS.
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BENEFIT PLAN CONSIDERATIONS
Before authorizing an investment in the Series B Capital Securities, each
fiduciary of a pension, profit sharing, or other employee benefit plan subject
to ERISA (each, a "Plan"), should consider, among other matters, (a) ERISA's
fiduciary standards (including its prudence and diversification requirements),
(b) whether such fiduciary has authority to make an investment in the Series B
Capital Securities under the applicable Plan investment policies and governing
instruments, and (c) rules under ERISA and the Tax Code that prohibit a Plan
fiduciary from causing a Plan to engage in a "prohibited transaction."
Section 406 of ERISA and Section 4975 of the Tax Code prohibit Plans, as
well as individual retirement accounts and Keogh plans subject to Section 4975
of the Tax Code (also "Plans"), from, among other things, engaging in certain
transactions involving "plan assets" with persons who are "parties in interest"
under ERISA or "disqualified persons" under the Tax Code with respect to such
Plan. A violation of these "prohibited transaction" rules may result in an
excise tax or other liabilities under ERISA and/or Section 4975 of the Tax Code
for such persons, unless exemptive relief is available under an applicable
statutory or administrative exemption. Employee benefit plans that are
governmental plans (as defined in Section 3(32) of ERISA), certain church plans
(as defined in Section 3(33) of ERISA), and foreign plans (as described in
Section 4(b)(4) of ERISA) are not subject to the requirements of ERISA or
Section 4975 of the Tax Code.
The Department of Labor ("DOL") has issued a regulation (29 C.F.R. ss.
2510.3-101) (the "Plan Assets Regulation") concerning the definition of what
constitutes the assets of a Plan. The Plan Assets Regulation provides that, as a
general rule, the underlying assets and properties of corporations,
partnerships, trusts, and certain other entities in which a plan makes an
"equity" investment will be deemed for purposes of ERISA to be assets of the
investing plan unless certain exceptions apply.
Pursuant to an exception contained in the Plan Assets Regulation, the
assets of the Series B Trust would not be deemed to be "plan assets" of
investing Plans if, immediately after the most recent acquisition of any equity
interest in the Trust, less than 25% of the value of each class of equity
interest in the Series B Trust were held by Plans, other employee benefit plans
not subject to ERISA or Section 4975 of the Tax Code (such as governmental,
church, and foreign plans), and entities holding assets deemed to be "plan
assets" of any Plan (collectively, "Benefit Plan Investors"). No assurance can
be given that the value of the Series B Capital Securities held by Benefit Plan
Investors will be less than 25% of the total value of such Series B Capital
Securities and no monitoring or other measures will be taken with respect to the
satisfaction of the conditions to this exception. All of the Series B Common
Securities will be purchased and held directly by the Corporation.
Under another exception contained in the Plan Asset Regulation, if the
Series B Capital Securities were to qualify as "publicly offered securities,"
the assets of the Series B Trust would not be deemed to be "plan assets" by
reason of a Plan's acquisition or holding of such securities. The Series B
Capital Securities would qualify as "publicly offered securities" if, among
other requirements, they are offered pursuant to an effective registration
statement, are owned by 100 or more investors independent of the Trust and each
other, and are subsequently registered under the Exchange Act. It is expected
that the 100 investor requirement will not be satisfied and that the Series B
Capital Securities will not be registered under the Exchange Act.
There can be no assurance that any of the exceptions set forth in the
Plan Assets Regulation will apply to the purchase of Series B Capital Securities
and, as a result, an investing Plan's assets could be considered to include an
undivided interest in the Series B Subordinated Debentures held by the Series B
Trust. In the event that assets of the Series B Trust are considered assets of
an investing Plan, the Declaration Trustees, the Corporation, and other persons,
in providing services with respect to the Series B Subordinated Debentures, may
be considered fiduciaries to such Plan and subject to the fiduciary
responsibility provisions of Title I of ERISA. In addition, certain transactions
involving the Series B Trust and/or the Series B Capital Securities could be
deemed to constitute direct or indirect prohibited
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<PAGE> 35
transactions under ERISA and Section 4975 of the Tax Code with respect to a
Plan. For example, if the Corporation or any Trustee is a party in interest or a
fiduciary with respect to an investing Plan (either directly or by reason of its
ownership of its subsidiaries), extensions of credit between the Corporation and
the Series B Trust (as represented by the Series B Subordinated Debentures and
the Guarantee) would likely be prohibited by Section 406(a)(1)(B) of ERISA and
Section 4975(c)(1)(B) of the Tax Code.
The DOL has issued five Prohibited Transaction Class Exemptions ("PTCEs")
that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the Series B Capital Securities,
assuming that assets of the Series B Trust were deemed to be "plan assets" of
Plans investing in the Series B Trust (see above). Those class exemptions are
PTCE 96-23 (for certain transactions determined by in-house asset managers),
PTCE 91-38 (for certain transactions involving bank collective investment
funds), PTCE 95-60 (for certain transactions involving insurance company general
accounts), PTCE 90-1 (for certain transactions involving insurance company
pooled separate accounts), and PTCE 84-14 (for certain transactions determined
by independent qualified professional asset managers).
Because of ERISA's prohibitions and those of Section 4975 of the Tax
Code, the Series B Capital Securities may not be purchased or held by any Plan,
any entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity"), or any person having "plan
assets" of any Plan, unless such purchase or holding is covered by the exemptive
relief provided by PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or another
applicable exemption. If a purchaser or holder of the Series B Capital
Securities that is a Plan or a Plan Asset Entity elects to rely on an exemption
other than PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, the Corporation and the
Series B Trust may require a satisfactory opinion of counsel or other evidence
with respect to the availability of such exemption for such purchase and
holding. Any purchaser or holder of the Series B Capital Securities or any
interest in such Series B Capital Securities will be deemed to have represented
by its purchase and holding of such Series B Capital Securities that either (a)
the purchaser and holder is not a Plan or a Plan Asset Entity and is not
purchasing such securities on behalf of or with "plan assets" of any Plan, or
(b) the purchase and holding of the Series B Capital Securities is covered by
the exemptive relief provided by PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or
another applicable exemption and the Corporation or Trustees are not
"fiduciaries" within the meaning of Section 3(21) of ERISA or the regulations
under ERISA.
Due to the complexity of these rules and the penalties that may be
imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons investing in the Series
B Capital Securities on behalf of or with "plan assets" of any Plan consult with
their own counsel regarding the potential consequences if the assets of the
Series B Trust were deemed to be "plan assets" and the availability of exemptive
relief under PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or another applicable
exemption.
Governmental Plans, as defined in Section 3(32) of ERISA, are not subject
to ERISA, and also are not subject to the prohibited transaction provisions of
Section 4975 of the Tax Code. However, state laws or regulations governing the
investment and management of the assets of such plans may contain fiduciary and
prohibited transaction provisions similar to those under ERISA and the Tax Code
discussed above. Accordingly, fiduciaries of government plans, in consultation
with their advisers, should consider the impact of their respective state laws
on investments in the Series B Capital Securities, and the considerations
discussed above, to the extent applicable.
S-32
<PAGE> 36
UNDERWRITING
Under the terms and subject to the conditions contained in an
Underwriting Agreement, dated the date of this Prospectus Supplement (the
"Underwriting Agreement"), the Underwriters named below, for whom ______________
_________________________________________________________________are acting as
Representatives, have severally agreed to purchase, and the Series B Trust has
agreed to sell to them, severally but not jointly, the Liquidation Amount of the
Series B Capital Securities set forth opposite their names below:
<TABLE>
<CAPTION>
Liquidation Amount
of the Series B
Name Capital Securities
---- ------------------
----------------
<S> <C>
Total...................................................................................
================
</TABLE>
Under the terms and conditions of the Underwriting Agreement, in the event
of a default by an Underwriter, in certain circumstances, the purchase
commitments of non-defaulting Underwriters may be increased or the Underwriting
Agreement may be terminated.
The initial purchase price for the Series B Capital Securities will be the
initial offering price set forth on the cover page of this Prospectus Supplement
(the "Series B Capital Securities Offering Price"). The Underwriters propose to
offer the Series B Capital Securities to certain dealers at the Series B Capital
Securities Offering Price less a concession not in excess of $ ______ per Series
B Capital Security. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ _______ per Series B Capital Security to certain
other dealers. After the Series B Capital Securities are released for sale, the
Series B Capital Securities Offering Price and other selling terms may from time
to time be varied by the Underwriters.
In connection with this Offering, the Underwriters and any selling group
members and their respective affiliates may engage in transactions effected in
accordance with Rule 104 of the Securities and Exchange Commission's Regulation
M that are intended to stabilize, maintain, or otherwise affect the market price
of the Series B Capital Securities. Such transactions may include over-allotment
transactions in which an Underwriter creates a short position in its own account
by selling more Series B Capital Securities than it is committed to purchase
from the Series B Trust. In such a case, to cover all or part of the short
position, such Underwriter may purchase Series B Capital Securities in the open
market following completion of the initial offering of the Series B Capital
Securities. The Underwriters also may engage in stabilizing transactions in
which they bid for, and purchase, Series B Capital Securities at a level above
that which might otherwise prevail in the open market for the purpose of
preventing or retarding a decline in the market price of the Series B Capital
Securities. The Underwriters also may reclaim any selling concessions allowed to
a dealer if an Underwriter repurchases shares distributed by that dealer. Any of
the foregoing transactions may result in the maintenance of a price for the
Series B Capital Securities at a level above that which might otherwise prevail
in the open market. Neither the Corporation nor any Underwriter makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Series B Capital
Securities. The Underwriters are not required to engage in any of the foregoing
transactions and, if commenced, such transactions may be discontinued at any
time without notice.
In view of the fact that the proceeds from the sale of the Series B Capital
Securities will be used to purchase the Series B Subordinated Debentures issued
by the Corporation, the Underwriting Agreement provides that the Corporation
will pay as compensation for the Underwriters arranging the investment therein
of such proceeds an amount of $_____________ per Series B Capital Security ( or
$__________ in the aggregate) for the accounts of the Underwriters.
S-33
<PAGE> 37
Because the National Association of Securities Dealers, Inc. ("NASD") is
expected to view the Series B Capital Securities as interests in a direct
participation program, the offering of the Series B Capital Securities is being
made in compliance with the applicable provisions of Rule 2810 of the NASD's
Conduct Rules.
The Corporation and the Series B Trust have agreed that, during the period
beginning on the date of the Underwriting Agreement and continuing to and
including the closing date, they will not offer, sell, contract to sell, or
otherwise dispose of (other than in an offering made exclusively outside the
United States) any securities of the Corporation or the Series B Trust
substantially similar to the Series B Capital Securities, or any securities
convertible into or exchangeable for the Series B Capital Securities, without
the prior written consent of the Underwriters.
The Series B Capital Securities are a new issue of securities with no
established trading market. The Corporation and the Series B Trust do not intend
to apply for listing of the Series B Capital Securities on any national
securities exchange, but the Corporation and the Series B Trust have been
advised by the Underwriters that they intend to make a market in the Series B
Capital Securities. However, the Underwriters are not obligated to do so and
such market making may be interrupted or discontinued at any time without notice
at the sole discretion of any Underwriter. Accordingly, no assurance can be
given as to the development of liquidity of any market for the Series B Capital
Securities.
The Corporation and the Series B Trust have agreed to indemnify the
Underwriters and certain other persons against, or contribute to payments that
the Underwriters may be required to make in respect of, certain liabilities,
including liabilities under the Securities Act.
Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment or commercial banking
services to the Corporation and its affiliates, for which such Underwriters or
their affiliates have received or will receive customary fees and commissions.
VALIDITY OF SECURITIES
Certain matters of Delaware law relating to the validity of the Series B
Capital Securities, the enforceability of the Series B Declaration, and the
formation of the Series B Trust will be passed upon on behalf of the Corporation
and the Series B Trust by Richards, Layton & Finger P.A., special Delaware
counsel to the Corporation and the Series B Trust. The validity of the Series B
Subordinated Debentures and the Series B Guarantee will be passed upon for the
Corporation and the Series B Trust by Porter, Wright, Morris & Arthur and for
the Underwriters by Sullivan & Cromwell. Porter, Wright, Morris & Arthur and
Sullivan & Cromwell will rely as to certain matters of Delaware law on the
opinion of Richards, Layton & Finger, P.A. Sullivan & Cromwell from time to
time performs legal services for the Corporation. As of __________, 19__,
members of Porter, Wright, Morris & Arthur participating in the representation
of the Corporation and the Series B Trust on this matter beneficially owned an
aggregate of ____ shares of the Corporation's Common Stock.
S-34
<PAGE> 38
PROSPECTUS
$250,000,000
HUNTINGTON BANCSHARES INCORPORATED
JUNIOR SUBORDINATED DEBENTURES
HUNTINGTON CAPITAL II
HUNTINGTON CAPITAL III
HUNTINGTON CAPITAL IV
HUNTINGTON CAPITAL V
HUNTINGTON CAPITAL VI
CAPITAL SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT DESCRIBED BELOW BY
HUNTINGTON BANCSHARES INCORPORATED
Huntington Bancshares Incorporated, a Maryland corporation (the
"Corporation"), may from time to time offer in one or more series or issuances
its junior subordinated debentures (the "Subordinated Debentures"). The
Subordinated Debentures will be unsecured and subordinate and junior in right of
payment to all Senior Indebtedness (as defined in "Description of the
Subordinated Debentures -- Subordination") of the Corporation. If provided in an
accompanying Prospectus Supplement, the Corporation will have the right to defer
payments of interest on any series of Subordinated Debentures by extending the
interest payment period at any time or from time to time for up to such number
of consecutive interest payment periods (which shall not extend beyond the
Stated Maturity (as defined in this Prospectus) of the Subordinated Debentures)
with respect to each deferral period as may be specified in such Prospectus
Supplement (each, an "Extension Period"). In such circumstances, however, the
Corporation would not be permitted, subject to certain exceptions described in
this Prospectus, to declare or pay any dividends, distributions, or other
payments with respect to, or repay, repurchase, redeem, or otherwise acquire,
the Corporation's capital stock or debt securities that rank pari passu in all
respects with, or junior to, such series of Subordinated Debentures. See
"Description of the Subordinated Debentures -- Option to Defer Interest
Payments" and "-- Certain Covenants of the Corporation."
Huntington Capital II, Huntington Capital III, Huntington Capital IV,
Huntington Capital V, and Huntington Capital VI, each a statutory business trust
created under the laws of the State of Delaware (each, a "Trust," and
collectively, the "Trusts"), may severally offer, from time to time, capital
securities (the "Capital Securities") representing preferred beneficial
interests in such Trust. The Corporation will be the owner of the common
securities representing common ownership interests in such Trust (the "Common
Securities" and, together with the Capital Securities, the "Trust Securities").
Holders of the Capital Securities will be entitled to receive preferential
cumulative cash distributions ("Distributions") accumulating from the date of
original issuance and payable periodically as provided in an accompanying
Prospectus Supplement.
(CONTINUED ON NEXT PAGE)
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
------------------
, 1998
<PAGE> 39
(cover page continued)
Concurrently with the issuance by a Trust of its Capital Securities, such
Trust will invest the proceeds received in respect of the Capital Securities and
Common Securities in a corresponding series of the Corporation's Subordinated
Debentures (the "Corresponding Subordinated Debentures") with interest,
repayment, and other terms corresponding to the terms of that Trust's Capital
Securities (the "Related Capital Securities"). The Corresponding Subordinated
Debentures will be the sole assets of each Trust, and payments under the
Corresponding Subordinated Debentures will be the only revenue of each Trust. If
provided in an accompanying Prospectus Supplement, the Corporation may, upon
receipt of approval of the Board of Governors of the Federal Reserve System (the
"Federal Reserve"), if such approval is then required, redeem the Corresponding
Subordinated Debentures (and cause the redemption of the related Trust
Securities) or may dissolve each Trust and cause after satisfaction of the
claims of creditors of the Trust as provided by applicable law the Corresponding
Subordinated Debentures to be distributed to the holders of the Related Capital
Securities in liquidation of their interests in such Trust. See "Description of
the Capital Securities -- Liquidation Distribution Upon Dissolution."
If provided in an accompanying Prospectus Supplement, the Corporation will
have the right to defer payments of interest on any series of Corresponding
Subordinated Debentures. If interest payments are so deferred, Distributions on
the Related Capital Securities also will be deferred and the Corporation will
not be permitted, subject to certain exceptions described in this Prospectus, to
declare or pay any dividends, distributions, or other payments with respect to,
or repay, repurchase, redeem, or otherwise acquire, the Corporation's capital
stock or debt securities that rank pari passu with, or junior to, the
Corresponding Subordinated Debentures. During an Extension Period, Distributions
will continue to accumulate (and the Capital Securities will accumulate
additional Distributions at the rate per annum set forth in the accompanying
Prospectus Supplement). See "Description of the Capital Securities --
Distributions."
Taken together, the Corporation's obligations under each series of
Corresponding Subordinated Debentures, the Indenture, the related Declaration,
and the related Guarantee (each, as defined in this Prospectus), in the
aggregate, provide a full, irrevocable, and unconditional guarantee of payments
of distributions and other amounts due on the Related Capital Securities. See
"Relationship Among the Capital Securities, the Corresponding Subordinated
Debentures, and the Guarantees -- Full and Unconditional Guarantee." The payment
of Distributions with respect to the Capital Securities of each Trust and
payments on liquidation or redemption with respect to such Capital Securities,
in each case out of funds held by such Trust, are each irrevocably guaranteed by
the Corporation to the extent described in this Prospectus (each, a
"Guarantee"). See "Description of the Guarantees." The obligations of the
Corporation under each Guarantee will be subordinate and junior in right of
payment to all Senior Indebtedness of the Corporation.
The Subordinated Debentures and Capital Securities may be offered in
amounts, at prices, and on terms to be determined at the time of offering;
provided, however, the aggregate initial public offering price of all
Subordinated Debentures (other than Corresponding Subordinated Debentures) and
Capital Securities (including the Corresponding Subordinated Debentures) issued
pursuant to the Registration Statement of which this Prospectus forms a part
shall not exceed $250,000,000. Certain specific terms of the Subordinated
Debentures or Capital Securities in respect of which this Prospectus is being
delivered will be described in an accompanying Prospectus Supplement, including
without limitation and where applicable and to the extent not set forth in this
Prospectus, (a) in the case of Subordinated Debentures, the specific
designation, aggregate principal amount, denominations, Stated Maturity
(including any provisions for the shortening or extension of such Stated
Maturity), interest payment dates, interest rate (which may be fixed or
variable) or method of calculating interest, if any, applicable Extension Period
or interest deferral terms, if any, place or places where principal, premium, if
any, and interest, if any, will be payable, any terms of redemption, any sinking
fund provisions, terms for any conversion or exchange into other securities,
initial offering or purchase price, methods of distribution, and any other
special terms, and (b) in the case of Capital Securities, the identity of the
Trust, specific title, aggregate amount, stated liquidation amount, number of
securities, Distribution rate or method of calculating such rate, Distribution
payment dates, applicable Distribution deferral terms, if any, place or places
where Distributions will be payable, any terms of redemption, exchange, initial
offering or purchase price, methods of distribution, and any other special
terms.
2
<PAGE> 40
The Prospectus Supplement also will contain information, as applicable,
about certain United States federal income tax consequences relating to the
Subordinated Debentures or Capital Securities.
The Subordinated Debentures and Capital Securities may be sold to or
through underwriters, through dealers, remarketing firms, or agents, or directly
to purchasers. See "Plan of Distribution." The names of any underwriters,
dealers, remarketing firms, or agents involved in the sale of Subordinated
Debentures or Capital Securities in respect of which this Prospectus is being
delivered and any applicable fee, commission, or discount arrangements with them
will be set forth in a Prospectus Supplement. The Prospectus Supplement will
state whether the Subordinated Debentures or Capital Securities will be listed
on any national securities exchange or automated quotation system. If the
Subordinated Debentures or Capital Securities are not listed on any national
securities exchange or automated quotation system, there can be no assurance
that there will be a secondary market for the Subordinated Debentures or Capital
Securities.
This Prospectus may not be used to consummate sales of Subordinated
Debentures or Capital Securities unless accompanied by a Prospectus Supplement.
3
<PAGE> 41
AVAILABLE INFORMATION
The Corporation is subject to the reporting requirements of Sections 13 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Any reports and other information filed by the Corporation with the Securities
and Exchange Commission (the "Commission") may be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices in Chicago, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and in New York, 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material also may be obtained by mail from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material also may be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). Copies of such reports, proxy statements, and other
information filed by the Corporation can be inspected and copied at the offices
of the Nasdaq National Market at 1735 K Street, N.W., Washington, D.C. 20006.
The Corporation and the Trusts have filed with the Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits to
such Registration Statement, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act") with respect to the securities
offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Corporation and the securities
offered by this Prospectus, reference is made to the Registration Statement and
the exhibits and financial statements, notes, and schedules filed as part of
such Registration Statement or incorporated by reference in such Registration
Statement. These documents may be inspected at the public reference facilities
of the Commission, at the addresses set forth above. Statements made in this
Prospectus concerning the contents of any documents referred to in this
Prospectus are not necessarily complete, and in each instance are qualified in
all respects by reference to the copy of such document filed as an exhibit to,
or incorporated by reference in, the Registration Statement.
No separate financial statements of any Trust have been included in this
Prospectus and no separate financial statements will be prepared in the future.
The Corporation and the Trusts do not consider that such financial statements
would be material to holders of the Capital Securities because (a) all of the
voting securities of each Trust will be owned, directly or indirectly, by the
Corporation, (b) each Trust has no independent operations and exists for the
sole purpose of issuing securities representing undivided beneficial interests
in the assets of that Trust and investing the proceeds from the sale of such
securities in the Subordinated Debentures issued by the Corporation, and (c) the
obligations of each Trust under its Capital Securities are fully and
unconditionally guaranteed by the Corporation to the extent such Trust has funds
available to meet such obligations. In addition, the Corporation does not expect
that any of the Trusts will be filing reports under the Exchange Act with the
Commission.
4
<PAGE> 42
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Corporation pursuant to Section 13(a), 14, or 15(d) of the Exchange Act are
incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
2. Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; and
3. Current Reports on Form 8-K, dated January 14, March 11, and April
14, 1998, to report annual and/or quarterly earnings and/or
certain developments.
All other documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of securities made by this Prospectus
(the "Offering") will be deemed to be incorporated by reference in this
Prospectus from the date such other documents are filed. Any statement made or
incorporated by reference in this document will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus modifies
or supersedes such statement. Any statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES OTHER DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. COPIES OF THESE OTHER DOCUMENTS
ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST ADDRESSED TO CHERI
GRAY, INVESTOR RELATIONS ANALYST, HUNTINGTON BANCSHARES INCORPORATED, HUNTINGTON
CENTER, 41 SOUTH HIGH STREET, COLUMBUS, OHIO 43287, TELEPHONE (614) 480-3803.
5
<PAGE> 43
THE TRUSTS
Each Trust is a statutory business trust created under the Delaware
Business Trust Act, as amended, pursuant to a declaration of trust executed by
the Corporation, as Sponsor, a Regular Trustee (as defined below), and the
Delaware Trustee (defined below) and the filing of a certificate of trust with
the Secretary of State of the State of Delaware. Each declaration of trust will
be amended and restated in its entirety (each, as so amended and restated, a
"Declaration") substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. Each Declaration will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act").
Each Trust will use all the proceeds derived from the issuance of the
Capital Securities and the Common Securities to purchase the Corresponding
Subordinated Debentures and, accordingly, the assets of each Trust will consist
solely of the Corresponding Subordinated Debentures. Each Trust exists for the
exclusive purpose of (a) issuing and selling the Trust Securities representing
undivided beneficial ownership interests in the assets of the Trust, (b)
investing the gross proceeds from the sale of the Trust Securities to acquire
the Corresponding Subordinated Debentures, and (c) engaging in only those other
activities necessary or incidental thereto. No Trust may borrow money or issue
debt or mortgage or pledge any of its assets.
All of the Common Securities of each Trust will be owned by the
Corporation. The Common Securities of a Trust will rank pari passu, and payments
on such Common Securities will be made pro rata, with the Capital Securities of
such Trust, except upon the occurrence and continuance of an Indenture Event of
Default. In that event, the rights of the Corporation, as holder of the Common
Securities, to payment in respect of Distributions and upon liquidation or
redemption will be subordinated to the rights of the holders of the Capital
Securities of such Trust. See "Description of Capital Securities --
Subordination of Common Securities." The Corporation will acquire Common
Securities of each Trust in an aggregate liquidation amount equal to not less
than 3% of the total capital of the Trust.
Each Trust's business and affairs will be conducted by its trustees
("Declaration Trustees"), which are appointed by the Corporation as holder of
the Trust's Common Securities. Each Trust's Declaration Trustees will consist of
three individual trustees, who are employees or officers of or who are
affiliated with the Corporation (the "Regular Trustees"); The Chase Manhattan
Bank, as Property Trustee (the "Property Trustee"); and Chase Manhattan Bank
Delaware, which maintains its principal place of business in the State of
Delaware, as Delaware Trustee (the "Delaware Trustee"). The Chase Manhattan Bank
also acts as the sole indenture trustee under the Indentures and Guarantees. See
"Description of the Subordinated Debentures" and "Description of the
Guarantees." The Corporation, as the holder of all the Common Securities, has
the right to appoint, remove, or replace any of the Declaration Trustees and to
increase or decrease the number of Declaration Trustees, provided there always
must be a Delaware Trustee, a Property Trustee, and a Regular Trustee. Unless
otherwise specified in the applicable Prospectus Supplement, each Trust has a
term of approximately 55 years, but may terminate earlier as provided in the
applicable Declaration.
Under the Indenture, the Corporation, as borrower, has agreed to pay all
fees and expenses related to the organization and operation of each Trust
(including any taxes, duties, assessments, or governmental charges of whatever
nature (other than withholding taxes) imposed by the United States or any other
domestic taxing authority upon the Trust) and be responsible for all debts and
obligations of each Trust (other than with respect to the Capital Securities).
See "Description of the Capital Securities -- Expenses and Taxes" and
"Description of the Subordinated Debentures -- Certain Covenants of the
Corporation."
For so long as the Capital Securities of a Trust remain outstanding, the
Corporation has agreed to:
o maintain directly or indirectly 100% ownership of the Common
Securities of that Trust,
o cause the Trust to remain a statutory business trust and not to
voluntarily dissolve, wind-up, liquidate, or terminate the Trust,
except as permitted by the Declaration,
o use its reasonable best efforts to ensure that the Trust will not
be an "investment company" for purposes of the Investment Company
Act of 1940, as amended, and
6
<PAGE> 44
o take no action that would be reasonably likely to cause the Trust
to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal
income tax purposes.
The Declarations and the Guarantees incorporate by reference the terms of
the Trust Indenture Act. The rights of the holders of the Capital Securities,
including economic rights, rights to information, and voting rights, are set
forth in the applicable Declarations and the Trust Indenture Act. See
"Description of the Capital Securities."
The location of the principal executive office of each Trust is c/o
Huntington Bancshares Incorporated, Huntington Center, 41 South High Street,
Columbus, Ohio 43287, and its telephone number is 614-480-8300.
THE CORPORATION
GENERAL
The Corporation was incorporated in Maryland in 1966 and is a multi-state
bank holding company headquartered in Columbus, Ohio. Its subsidiaries conduct a
full-service commercial and consumer banking business, engage in mortgage
banking, lease financing, trust services, discount brokerage services,
underwriting credit life and disability insurance, and issuing commercial paper
guaranteed by the Corporation, and provide other financial products and
services.
As of March 31, 1998, the Corporation had assets of $26.8 billion, net
loans of $17.5 billion, deposits of $17.7 billion, and shareholders' equity of
$2.1 billion. At March 31, 1998, the Corporation's subsidiaries had a total of
459 banking offices in the following locations: 192 banking offices in Ohio, 135
banking offices in Michigan, 51 banking offices in Florida, 44 banking offices
in West Virginia, 24 banking offices in Indiana, 13 banking offices in Kentucky,
and one foreign office in each of the Cayman Islands and Hong Kong. The
Huntington Mortgage Company, a wholly-owned subsidiary, has loan origination
offices throughout the Midwest and East Coast. In addition to these offices, the
Corporation offers its products and services through its 24-hour telephone bank,
a network of more than 1,250 ATMs, and its Web Bank at www.huntington.com.
Information contained in the Corporation's web site shall not be deemed to be
part of this Prospectus.
Effective as of June 30, 1997, the Corporation took advantage of
newly-effective interstate banking legislation to consolidate substantially all
of its individual subsidiary bank charters into one lead bank, The Huntington
National Bank.
The principal executive offices of the Corporation are located at
Huntington Center, 41 South High Street, Columbus, Ohio 43287, and its telephone
number is 614-480-8300.
RECENT AND PENDING ACQUISITIONS
The Corporation completed its acquisition of First Michigan Bank
Corporation ("First Michigan"), a $3.6 billion bank holding company
headquartered in Holland, Michigan, on September 30, 1997, in a transaction
accounted for as a pooling of interests. All financial information reported by
the Corporation, including the financial information incorporated by reference,
except dividends per share, has been restated for the First Michigan
acquisition.
On February 28, 1997, the Corporation acquired Citi-Bancshares, Inc.
("Citi-Bancshares"), a $548 million one-bank holding company headquartered in
Leesburg, Florida. On October 31, 1997, the Corporation acquired The Bank of
Winter Park ("Winter Park"), a $90 million bank headquartered in Winter Park,
Florida. These transactions were accounted for as purchases; accordingly, the
results of Citi-Bancshares and Winter Park have been included in the
Corporation's consolidated financial statements from the date of acquisition of
these banking institutions.
7
<PAGE> 45
In December 1997, the Corporation announced the acquisition of 60 banking
offices in Florida to be sold by NationsBank Corporation (the "Branch
Acquisition") in connection with the merger of Barnett Banks Inc. into
NationsBank Corporation. The Branch Acquisition is expected to add $1.6 billion
in loans and $2.6 billion in deposits to the Corporation's balance sheet. The
deposit premium, which is subject to final determination based on the deposit
levels at the closing of the Branch Acquisition, is expected to be approximately
$523 million. The Branch Acquisition has received the approval of the Office of
the Comptroller of the Currency and is expected to close in June 1998.
As of the date of this Prospectus, there are no other material acquisitions
pending; however, the Corporation continues to explore opportunities to acquire
banking and non-banking companies, both interstate and intrastate. Such future
acquisitions could involve cash, debt, equity securities, or a combination of
these forms of consideration.
OTHER INFORMATION
Other than as described in this Prospectus, there have been no material
changes in the affairs of the Corporation since the filing of its Annual Report
on Form 10-K for the year ended December 31, 1997, that have not been described
in a subsequent report filed with the SEC pursuant to the Exchange Act. See
"Incorporation of Certain Documents By Reference."
USE OF PROCEEDS
All of the net proceeds from any sale of Capital Securities will be
invested by each Trust in the Subordinated Debentures. Except as otherwise set
forth in the applicable Prospectus Supplement, the Corporation intends to use
all of the net proceeds from the sale of Subordinated Debentures for general
corporate purposes, which may include the repayment of existing indebtedness,
investments in, or extensions of credit to, its subsidiaries, the financing of
possible acquisitions, and for general working capital. Pending such use, the
net proceeds may be temporarily invested.
The proceeds from the sale of Subordinated Debentures or Capital Securities
will qualify as Tier 1, or core, capital with respect to the Corporation under
the current risk-based capital guidelines established by the Federal Reserve.
Although the Corporation does not intend to use the proceeds of the Offering for
any pending acquisition, the addition of the proceeds to the Corporation's Tier
1 capital will assist the Corporation in maintaining the quality of its capital
ratios in light of its recent acquisition activity. The Corporation continues to
explore opportunities to acquire banking and non-banking companies. The precise
amounts and timing of the application of proceeds will depend upon the funding
requirements of the Corporation and its subsidiaries and the availability of
other funds.
Based upon the historical and anticipated future growth of the Corporation
and the financial needs of the Corporation and its subsidiaries, the Corporation
may engage in additional financings of a character and amount to be determined
as the need arises.
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DESCRIPTION OF THE SUBORDINATED DEBENTURES
The Subordinated Debentures are to be issued in one or more series under
an Indenture, dated as of ____, 1998, as supplemented from time to time (as so
supplemented, the "Indenture") between the Corporation and The Chase Manhattan
Bank, as trustee (the "Indenture Trustee"). This summary of certain terms and
provisions of the Subordinated Debentures and the Indenture does not purport to
be complete and is subject to, and is qualified in its entirety by reference to,
the Indenture and the Trust Indenture Act. The form of Indenture has been filed
as an exhibit to the Registration Statement. The Indenture will be qualified
under the Trust Indenture Act.
GENERAL
Each series of Subordinated Debentures will be unsecured and will rank
junior and be subordinate in right of payment to all Senior Indebtedness (as
defined below) of the Corporation. Each series of Subordinated Debentures will
rank pari passu with all other series of Subordinated Debentures issued under
the Indenture and with $200 million of obligations of the Corporation associated
with the Floating Rate Capital Securities issued by Huntington Capital I (the
"Outstanding Capital Securities"). Unless otherwise provided in the applicable
Prospectus Supplement, the Indenture does not limit the incurrence or issuance
of other secured or unsecured debt of the Corporation, whether under the
Indenture or any existing or other indenture that the Corporation may enter into
in the future or otherwise. See "-- Subordination." The Indenture also does not
limit the aggregate principal amount of Subordinated Debentures that may be
issued under the Indenture.
The Subordinated Debentures are to be issued in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution of the
Corporation's Board of Directors or a committee of the Board.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the Subordinated Debentures:
o the title of the Subordinated Debentures;
o any limit upon the aggregate principal amount of the Subordinated
Debentures;
o the date or dates on which the principal of the Subordinated
Debentures is payable (the "Stated Maturity") or the method of
determination thereof;
o the rate or rates, if any, at which the Subordinated Debentures
shall bear interest, the dates on which any such interest shall be
payable (the "Interest Payment Dates"), the right, if any, of the
Corporation to defer or extend an Interest Payment Date, and the
record dates for any interest payable on any Interest Payment Date
or the method by which any of the foregoing shall be determined;
o the place or places where (subject to the terms of the Indenture
as described below under "--Payment and Paying Agents"), the
principal of (and premium, if any) and interest on the
Subordinated Debentures will be payable and where (subject to the
terms of the Indenture as described below under "-- Denominations,
Registration, and Transfer") the Subordinated Debentures may be
presented for registration of transfer or exchange and the place
or places where notices and demands to or upon the Corporation in
respect of the Subordinated Debentures and the Indentures may be
made ("Place of Payment");
o any period or periods within which, or date or dates on which, the
price or prices at which and the terms and conditions upon which
the Subordinated Debentures may be redeemed, in whole or in part,
at the option of the Corporation or a holder thereof;
o the obligation or the right, if any, of the Corporation or a
holder of the Subordinated Debentures to redeem, purchase, or
repay the Subordinated Debentures and the period or periods within
which, the price or prices at which, the currency or currencies
(including currency unit or units) in which, and the other terms
and conditions upon which the Subordinated Debentures shall be
redeemed, repaid, or purchased, in whole or in part, pursuant to
such obligation;
o the denominations in which any Subordinated Debentures shall be
issuable;
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<PAGE> 47
o if other than in U.S. Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and
premium, if any) and interest on the Subordinated Debentures shall
be payable, or in which the Subordinated Debentures shall be
denominated;
o any additions, modifications, or deletions in the events of
default under the Indenture or covenants of the Corporation
specified in the Indenture with respect to the Subordinated
Debentures;
o if other than the principal amount thereof, the portion of the
principal amount of Subordinated Debentures that shall be payable
upon declaration of acceleration of maturity;
o any additions or changes to the Indenture with respect to a series
of Subordinated Debentures as shall be necessary to permit or
facilitate the issuance of such series in bearer form, registrable
or not registrable as to principal, and with or without interest
coupons;
o any index or indices used to determine the amount of payments of
principal of (and premium, if any) on the Subordinated Debentures
and the manner in which such amounts will be determined;
o the terms and conditions relating to the issuance of a temporary
global security representing all of the Subordinated Debentures of
such series and the exchange of such temporary global security for
definitive Subordinated Debentures of such series;
o subject to the terms described herein under "--Global Subordinated
Debentures," whether the Subordinated Debentures of the series
shall be issued in whole or in part in the form of one or more
global securities and, in such case, the Depository for such
global securities, which Depository shall be a clearing agency
registered under the Exchange Act;
o the appointment of any paying agent or agents;
o the terms and conditions of any obligation or right of the
Corporation or a holder to convert or exchange the Subordinated
Debentures into Capital Securities;
o the form of Declaration and Guarantee; and
o any other terms of the Subordinated Debentures not inconsistent
with the provisions of the Indenture.
The Subordinated Debentures may be sold at a substantial discount below
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. Certain United States federal
income tax consequences and special considerations applicable to any such
Subordinated Debentures will be described in the applicable Prospectus
Supplement.
If the purchase price of any of the Subordinated Debentures is payable in
one or more foreign currencies or currency units or if any Subordinated
Debentures are denominated in one or more foreign currencies or currency units
or if the principal of (and premium, if any) or interest, if any, on any
Subordinated Debentures is payable in one or more foreign currencies or currency
units, the restrictions, elections, certain United States federal income tax
consequences, specific terms, and other information with respect to such series
of Subordinated Debentures and such foreign currency or currency units will be
set forth in the applicable Prospectus Supplement.
If any index is used to determine the amount of payments of principal of
(and premium, if any) or interest on any series of Subordinated Debentures,
special United States federal income tax, accounting, and other considerations
applicable to such series will be described in the applicable Prospectus
Supplement.
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless otherwise specified in the applicable Prospectus Supplement, the
Subordinated Debentures will be issuable only in registered form without
coupons. Subordinated Debentures of any series will be exchangeable for other
Subordinated Debentures of the same issue and series, of any authorized
denominations, of a like aggregate principal amount, of the same original issue
date and Stated Maturity, and bearing the same interest rate.
Subordinated Debentures may be presented for exchange as provided above,
and may be presented for registration of transfer (with the form of transfer
endorsed on such Subordinated Debentures, or a satisfactory written instrument
of transfer, duly executed), at the office of the appropriate securities
registrar or at the office of any transfer
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<PAGE> 48
agent designated by the Corporation for such purpose with respect to any series
of Subordinated Debentures (which may be specified in the applicable Prospectus
Supplement), without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. The Corporation will appoint
the Indenture Trustee as securities registrar under the Indenture. If the
applicable Prospectus Supplement refers to any transfer agents (in addition to
the securities registrar) initially designated by the Corporation with respect
to any series of Subordinated Debentures, the Corporation may at any time
rescind the designation of any such transfer agent or approve a change in the
location through which any such transfer agent acts, provided that the
Corporation maintains a transfer agent in each Place of Payment for such series.
The Corporation may at any time designate additional transfer agents with
respect to any series of Subordinated Debentures.
In the event of any redemption, neither the Corporation nor the Indenture
Trustee will be required to (a) issue, register the transfer of, or exchange
Subordinated Debentures of any series during the period beginning at the opening
of business 15 days before the day of selection for redemption of Subordinated
Debentures of that series and ending at the close of business on the day of
mailing of the relevant notice of redemption, or (b) transfer or exchange any
Subordinated Debentures so selected for redemption, except, in the case of any
Subordinated Debentures being redeemed in part, any portion not to be redeemed.
GLOBAL SUBORDINATED DEBENTURES
The Subordinated Debentures of a series may be issued in whole or in part
in the form of one or more global Subordinated Debentures that will be deposited
with, or on behalf of, the Depository identified in the Prospectus Supplement
relating to such series. Global Subordinated Debentures may be issued only in
fully registered form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for the individual Subordinated
Debentures represented by such global security, a global Subordinated Debenture
may not be transferred except as a whole by the Depository for such global
Subordinated Debenture to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by the
Depository or any nominee to a successor Depository or any nominee of such
successor.
So long as the Depository for a global Subordinated Debenture, or its
nominee, is the registered owner of such global Subordinated Debenture, such
Depository or such nominee, as the case may be, will be considered the sole
owner or holder of the Subordinated Debentures represented by such global
Subordinated Debenture for all purposes under the Indenture governing such
Subordinated Debentures. Except as provided below, owners of beneficial
interests in a global Subordinated Debenture will not be entitled to have any of
the individual Subordinated Debentures of the series represented by such global
Subordinated Debenture registered in their names, will not receive or be
entitled to receive physical delivery of any such Subordinated Debentures of
such series in definitive form, and will not be considered the owners or holders
of such Subordinated Debentures under the Indenture. See "Book-Entry Issuance."
The specific terms of the depository arrangement with respect to a series of
Subordinated Debentures will be described in the Prospectus Supplement relating
to such series.
OPTION TO DEFER INTEREST PAYMENTS
If provided in the applicable Prospectus Supplement, the Corporation will
have the right at any time and from time to time during the term of any series
of Subordinated Debentures to defer payment of interest for up to such number of
consecutive interest payment periods as may be specified in the applicable
Prospectus Supplement, subject to the terms, conditions, and covenants, if any,
specified in such Prospectus Supplement, provided that such Extension Period may
not extend beyond the Stated Maturity of such series of Subordinated Debentures.
Certain United States federal income tax consequences and special considerations
applicable to any such Subordinated Debentures will be described in the
applicable Prospectus Supplement.
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REDEMPTION
Unless otherwise indicated in the applicable Prospectus Supplement,
Subordinated Debentures will not be subject to any sinking fund.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporation may, at its option and subject to receipt of prior approval by the
Federal Reserve if such approval is then required under applicable capital
guidelines or policies, redeem the Subordinated Debentures of any series in
whole at any time or in part from time to time. If the Subordinated Debentures
of any series are so redeemable only on or after a specified date or upon the
satisfaction of additional conditions, the applicable Prospectus Supplement will
specify such date or describe such conditions. Except as otherwise specified in
the applicable Prospectus Supplement, the redemption price for any Subordinated
Debenture so redeemed shall equal any accrued and unpaid interest to the date
fixed for redemption, plus 100% of the principal amount of such Subordinated
Debenture. Except as otherwise specified in the applicable Prospectus
Supplement, if a Special Event (as defined below) in respect of a series of
Subordinated Debentures shall occur and be continuing, the Corporation may, at
its option and subject to the receipt of any necessary prior approval of the
Federal Reserve, redeem within 90 days following the occurrence of such Special
Event the Subordinated Debentures in whole (but not in part) at a redemption
price equal to 100% of the principal amount of such Subordinated Debentures then
outstanding plus accrued and unpaid interest to the date fixed for redemption,
except as otherwise specified in the applicable Prospectus.
A "Special Event" means a Tax Event, a Regulatory Capital Event, or an
Investment Company Event. A "Tax Event" means the receipt by the Corporation of
an opinion of counsel, rendered by a law firm experienced in such matters, to
the effect that, as a result of (a) any amendment to, clarification of, change
in, or announced proposed change in the laws (or any regulations promulgated
under such laws) of the United States or any political subdivision or taxing
authority of the United States or (b) any judicial decision, any official
administrative pronouncement, ruling (including any private letter ruling or
technical advice memorandum), revenue agent's report, regulatory procedure,
notice, or pronouncement, including any notice or announcement of intent to
adopt such procedures or regulations (an "Administrative Action"), regardless of
whether such judicial decision or Administrative Action is issued to or in
connection with a proceeding involving the Corporation or a Trust and whether or
not subject to review or appeal, which amendment, clarification, change,
Administrative Action, or decision is enacted, promulgated, or announced, in
each case, or action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is adopted or which proposed change,
pronouncement, or decision is announced or which action is taken on or after the
date of original issuance of the Capital Securities, there is more than an
insubstantial risk that:
o the Trust is, or will be within 90 days of the date of such opinion,
subject to United States federal income tax with respect to income
received or accrued on the Corresponding Subordinated Debentures,
o interest payable by the Corporation on such Corresponding Subordinated
Debentures is not, or within 90 days of the date of such opinion will not
be, deductible by the Corporation, in whole or in part, for United States
federal income tax purposes, or
o the Trust is, or will be within 90 days of the date of such opinion,
subject to more than a de minimis amount of other taxes, duties, or other
governmental charges.
A "Regulatory Capital Event" means that the Corporation shall have
received an opinion of independent bank regulatory counsel experienced in such
matters to the effect that, as a result of (a) any amendment to or change
(including any announced prospective change) in the laws (or any regulations
promulgated under such laws) of the United States or any rules, guidelines, or
policies of the Federal Reserve, or (b) any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or which pronouncement or
decision is announced or which action is taken on or after the date of original
issuance of the Capital Securities, the Capital Securities do not constitute, or
within 90 days of such date, will not constitute Tier 1 capital (or its then
equivalent); provided, however, that the distribution of the Subordinated
Debentures in connection with the liquidation of the Trust by the Corporation
shall not in and of itself constitute a Regulatory Capital Event unless such
liquidation shall have occurred in connection with a Tax Event or an Investment
Company Event.
An "Investment Company Event" means the receipt by the Trust of an
opinion of counsel, rendered by a law firm experienced in such matters, to the
effect that, as a result of the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency, or regulatory authority (a "Change in 1940 Act
Law"), the Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended,
which Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Capital Securities.
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Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Subordinated
Debentures to be redeemed at its registered address. Unless the Corporation
defaults in payment of the redemption price, on and after the redemption date
interest will cease to accrue on such Subordinated Debentures or portions of
such Subordinated Debentures called for redemption.
CONVERSION OR EXCHANGE
If and to the extent indicated in the applicable Prospectus Supplement,
the Subordinated Debentures of any series may be convertible or exchangeable
into Subordinated Debentures of another series or into Capital Securities of
another series. The specific terms on which Subordinated Debentures of any
series may be so converted or exchanged will be set forth in the applicable
Prospectus Supplement. Such terms may include provisions for conversion or
exchange, either mandatory, at the option of the holder, or at the option of the
Corporation, in which case the number of shares of Capital Securities or other
securities to be received by the holders of Subordinated Debentures would be
calculated as of a time and in the manner stated in the applicable Prospectus
Supplement.
CERTAIN COVENANTS OF THE CORPORATION
The Corporation will covenant, as to each series of Corresponding
Subordinated Debentures, that if and so long as the Trust is the holder of all
Corresponding Subordinated Debentures, the Corporation, as borrower, will pay to
the Trust all fees and expenses related to the Trust and the offering of the
Related Capital Securities and will pay, directly or indirectly, all ongoing
costs, expenses, and liabilities of the Trust (including any taxes, duties,
assessments, or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any domestic taxing authority upon the
Trust, but excluding obligations under the Related Capital Securities).
The Corporation also will covenant, as to each series of Subordinated
Debentures, that it will not, and will not permit any subsidiary of the
Corporation to:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to,
any of the Corporation's capital stock, or
o make any payment of principal, interest, and premium, if any, on
or repay, repurchase, or redeem any debt securities of the
Corporation (including other Subordinated Debentures) that rank
pari passu with or junior in interest to the Subordinated
Debentures, or
o make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the
Corporation if such guarantee ranks pari passu with or junior in
interest to the Subordinated Debentures,
if at such time:
o there shall have occurred any event of which the Corporation has
actual knowledge that with the giving of notice or the lapse of
time, or both, would constitute an Indenture Event of Default with
respect to the Subordinated Debentures and in respect of which the
Corporation shall not have taken reasonable steps to cure, or
o the Corporation shall be in default with respect to its payment of
any obligations under the Guarantee relating to any series of
Capital Securities, or
o the Corporation shall have given notice of its election of an
Extension Period as provided in the Indenture and shall not have
rescinded such notice, or such Extension Period, or any extension
of such period, shall be continuing.
The following are permitted exceptions to this covenant:
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o repurchases, redemptions, or other acquisitions of shares of
capital stock of the Corporation in connection with any employment
contract, benefit plan, or other similar arrangement with or for
the benefit of any one or more employees, officers, directors, or
consultants, or in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance
of common stock (or securities convertible into or exchangeable
for common stock) as consideration in an acquisition transaction
that was entered into prior to the commencement of an Extension
Period);
o as a result of an exchange or conversion of any class or series of
the Corporation's capital stock (or any capital stock of a
subsidiary of the Corporation) for any other class or series of
the Corporation's capital stock or of any class or series of the
Corporation's indebtedness for any class or series of the
Corporation's capital stock;
o the purchase of fractional interests in shares of the
Corporation's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted
or exchanged;
o any declaration of a dividend in connection with any stockholders'
rights plan, or the issuance of rights, stock, or other property
under any stockholders' rights plan, or the redemption or
repurchase of rights pursuant to such plan; or
o any dividend in the form of stock, warrants, options, or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options, or other rights is the same
stock as that on which the dividend is being paid (or ranks pari
passu with or junior to such stock).
SUBORDINATION
The Subordinated Debentures will be subordinated and junior in right of
payment to all Senior Indebtedness and will be pari passu with all other series
of Subordinated Debentures issued under the Indenture and the $200 million of
obligations of the Corporation associated with the Outstanding Capital
Securities. Upon any payment or distribution of assets of the Corporation upon
any liquidation, dissolution, winding-up, reorganization, assignment for the
benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring, or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Corporation, the holders of Senior Indebtedness
will first be entitled to receive payment in full of the principal of (and
premium, if any) and interest, if any, on such Senior Indebtedness before the
holders of Subordinated Debentures or the holders of the obligations of the
Corporation associated with the Outstanding Capital Securities will be entitled
to receive or retain any payment in respect of the principal of (and premium, if
any) or interest, if any, on the Subordinated Debentures or the obligations of
the Corporation associated with the Outstanding Capital Securities; provided,
however, that holders of Senior Indebtedness shall not be entitled to receive
payment of any such amounts to the extent that such holders would be required by
the subordination provisions of such Senior Indebtedness to pay such amounts
over to the obligees on trade accounts payable or other liabilities arising in
the ordinary course of the Corporation's business.
In the event of the acceleration of the maturity of any Subordinated
Debentures, the holders of all Senior Indebtedness outstanding at the time of
such acceleration will first be entitled to receive payment in full of all
amounts then due on such Senior Indebtedness (including any amounts due upon
acceleration of such Senior Indebtedness) before the holders of Subordinated
Debentures or the holders of the obligations of the Corporation associated with
the Outstanding Capital Securities will be entitled to receive or retain any
payment in respect of the principal of (and premium, if any) or interest, if
any, on the Subordinated Debentures or the obligations of the Corporation
associated with the Outstanding Capital Securities; provided, however, that
holders of Senior Indebtedness shall not be entitled to receive payment of any
such amounts to the extent that such holders would be required by the
subordination provisions of such Senior Indebtedness to pay such amounts over to
the obligees on trade accounts payable or other liabilities arising in the
ordinary course of the Corporation's business.
No payments of principal (or premium, if any) or interest, if any, in
respect of the Subordinated Debentures may be made if there shall have occurred
and be continuing a default in any payment with respect to Senior Indebtedness,
or an event of default with respect to any Senior Indebtedness resulting in the
acceleration of the maturity of such Senior Indebtedness, or if any judicial
proceeding shall be pending with respect to any such default.
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"Senior Indebtedness" means, whether recourse is to all or a portion of
the assets of the Corporation and whether or not contingent:
o every obligation of the Corporation for money borrowed;
o every obligation of the Corporation evidenced by bonds,
debentures, notes, or other similar instruments, including
obligations incurred in connection with the acquisition of
property, assets, or businesses;
o every reimbursement obligation of the Corporation with respect to
letters of credit, bankers' acceptances, or similar facilities
issued for the account of the Corporation;
o every obligation of the Corporation issued or assumed as the
deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the
ordinary course of business);
o every capital lease obligation of the Corporation;
o every obligation of the Corporation for claims (as defined in
Section 101(4) of the United States Bankruptcy Code of 1978, as
amended) in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts, and similar
arrangements; and
o every obligation of the type referred to above of another person
and all dividends of another person the payment of which, in
either case, the Corporation has guaranteed or is responsible or
liable for, directly or indirectly, as obligor or otherwise.
Notwithstanding the above, "Senior Indebtedness" shall not include:
o any obligations which, by their terms, are expressly stated to
rank pari passu in right of payment with, or to not be superior in
right of payment to, the Subordinated Debentures, including the
obligations associated with the Outstanding Capital Securities;
o any indebtedness of the Corporation which when incurred was
without recourse to the Corporation;
o any indebtedness of the Corporation to any of its subsidiaries;
o any indebtedness to an employee of the Corporation; or
o any indebtedness in respect of debt securities issued to any
trust, or a trustee of such trust, partnership, or other entity
affiliated with the Corporation that is a financing entity of the
Corporation in connection with the issuance by such financing
entity of securities that are similar to the Capital Securities.
The Indenture places no limitation on the amount of additional Senior
Indebtedness that may be incurred by the Corporation or any indebtedness or
other liabilities that may be incurred by the Corporation's subsidiaries. The
Corporation expects from time to time to incur additional indebtedness and other
obligations constituting Senior Indebtedness. Because the Corporation is a
holding company, the right of the Corporation to participate in any distribution
of assets of any subsidiary, including The Huntington National Bank, upon such
subsidiary's liquidation, reorganization, or otherwise, is subject to the prior
claims of creditors of that subsidiary, except to the extent the Corporation may
itself be recognized as a creditor of that subsidiary. Accordingly, the
Subordinated Debentures will be effectively subordinated to all existing and
future liabilities of the Corporation's subsidiaries, and holders of
Subordinated Debentures should look only to the assets of the Corporation for
payments on the Subordinated Debentures.
The Indenture provides that the foregoing subordination provisions,
insofar as they relate to any particular issue of Subordinated Debentures, may
be changed prior to such issuance. Any such change would be described in the
applicable Prospectus Supplement.
INDENTURE EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events with respect to a series of Subordinated Debentures that has occurred and
is continuing constitutes an "Indenture Event of Default" with respect to such
series of Subordinated Debentures:
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o failure for 30 days to pay any interest on such series of
Subordinated Debentures when due (subject to the deferral of any
due date in the case of an Extension Period);
o failure to pay any principal (or premium, if any) on such series
of Subordinated Debentures when due whether at maturity, upon
redemption, or otherwise;
o failure to observe or perform in any material respect any other
covenant contained in the Indenture for 90 days after written
notice to the Corporation from the Indenture Trustee or the
holders of at least 25% in aggregate outstanding principal amount
of such affected series of outstanding Subordinated Debentures; or
o certain events in bankruptcy, insolvency, or reorganization of the
Corporation.
The holders of a majority in aggregate outstanding principal amount of
Subordinated Debentures of each series affected have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Indenture Trustee. The Indenture Trustee or the holders of not less than 25%
in aggregate outstanding principal amount of Subordinated Debentures of each
series affected may declare the principal due and payable immediately upon an
Indenture Event of Default, and, in the case of Corresponding Subordinated
Debentures, should the Indenture Trustee or such holders of such Corresponding
Subordinated Debentures fail to make such declaration, the holders of at least
25% in aggregate liquidation amount of the Related Capital Securities shall have
such right.
The holders of a majority in aggregate outstanding principal amount of
Subordinated Debentures of each series affected may annul such declaration and
waive the default if the default (other than the non-payment of the principal of
Subordinated Debentures which has become due solely by such acceleration) has
been cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Indenture Trustee. In the case of Corresponding Subordinated Debentures, should
the holders of such Corresponding Subordinated Debentures fail to annul such
declaration and waive such default, the holders of a majority in aggregate
liquidation amount of the Related Capital Securities shall have such right.
The holders of a majority in aggregate outstanding principal amount of
each series of Subordinated Debentures affected thereby may, on behalf of the
holders of all the Subordinated Debentures of such series, waive any past
default, except a default in the payment of principal or interest (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been deposited
with the Indenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Subordinated Debenture of such series. In the
case of Corresponding Subordinated Debentures, should the holders of such
Corresponding Subordinated Debentures fail to waive such default, the holders of
a majority in aggregate liquidation amount of the Related Capital Securities
shall have such right. The Corporation is required to file annually with the
Indenture Trustee a certificate as to whether or not the Corporation is in
compliance with all the conditions and covenants applicable to it under the
Indenture.
In case an Indenture Event of Default shall occur and be continuing as to
a series of Corresponding Subordinated Debentures, the Property Trustee will
have the right to declare the principal of and the interest on such
Corresponding Subordinated Debentures and any other amounts payable under the
Indenture to be immediately due and payable and to enforce its other rights as a
creditor with respect to such Subordinated Debentures.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES
If an Indenture Event of Default with respect to a series of
Corresponding Subordinated Debentures has occurred and is continuing and such
event is attributable to the failure of the Corporation to pay interest or
principal on such Corresponding Subordinated Debentures on the date such
interest or principal is otherwise payable, a holder of Related Capital
Securities may institute a legal proceeding directly against the Corporation for
enforcement of payment to such holder of the principal of or interest on such
Corresponding Subordinated Debentures having a principal amount equal to the
aggregate liquidation amount of the Related Capital Securities of such holder (a
"Direct Action"). The Corporation may not amend the Indenture to remove the
foregoing right to bring a Direct Action without the prior
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written consent of the holders of all of the Capital Securities outstanding. The
Corporation shall have the right under the Indenture to set-off any payment made
to such holder of Capital Securities by the Corporation in connection with a
Direct Action.
Except as otherwise described in the Prospectus Supplement, the holders
of Capital Securities will not be able to exercise directly any other remedy
available to the holders of the Subordinated Debentures, unless there shall have
been an event of default under the Declaration. See "Description of the Capital
Securities -- Trust Enforcement Events."
CONSOLIDATION, MERGER, SALE OF ASSETS, AND OTHER TRANSACTIONS
The Indenture provides that the Corporation shall not consolidate with or
merge into any other Person or convey, transfer, or lease its properties and
assets substantially as an entirety to any Person, unless:
o in case the Corporation consolidates with or merges into another
Person or conveys, transfers, or leases its properties and assets
substantially as an entirety to any Person, the successor Person
is organized under the laws of the United States or any state or
the District of Columbia, and such successor Person expressly
assumes the Corporation's obligations on the Subordinated
Debentures issued under the Indenture;
o immediately after giving effect to such transaction, no Indenture
Event of Default, and no event which, after notice or lapse of
time or both, would become an Indenture Event of Default, shall
have happened and be continuing;
o if at the time any Capital Securities are outstanding, such
transaction is permitted under the related Declaration and related
Guarantee and does not give rise to any breach or violation of
such Declaration or Guarantee;
o any such lease provides that it will remain in effect so long as
any Subordinated Debentures are outstanding; and
o certain other conditions prescribed in the Indenture are met.
The general provisions of the Indenture do not afford holders of the
Subordinated Debentures protection in the event of a highly leveraged or other
transaction involving the Corporation that may adversely affect holders of the
Subordinated Debentures.
MODIFICATION OF INDENTURE
From time to time the Corporation and the Indenture Trustee may, without
the consent of the holders of any series of Subordinated Debentures, amend,
waive, or supplement the Indenture for specified purposes, including, among
other things, curing ambiguities, defects, or inconsistencies (provided that any
such action does not materially adversely affect the interest of the holders of
any series of Subordinated Debentures), and qualifying, or maintaining the
qualification of, the Indenture under the Trust Indenture Act.
The Indenture contains provisions permitting the Corporation and the
Indenture Trustee, with the consent of the holders of not less than a majority
in principal amount of each outstanding series of Subordinated Debentures
affected, to modify the Indenture in a manner affecting the rights of the
holders of such series of Subordinated Debentures in any material respect.
However, no such modification may, without the consent of the holder of each
outstanding Subordinated Debentures so affected, (a) change the Stated Maturity
of any series of Subordinated Debentures, or reduce the principal amount of any
series of Subordinated Debentures, or reduce the rate or extend the time of
payment of interest on such series of Subordinated Debentures (except as is
otherwise contemplated by the Prospectus Supplement), or (b) reduce the
percentage of principal amount of Subordinated Debentures of any series, the
holders of which are required to consent to any such modification of the
Indenture.
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In addition, in the case of Corresponding Subordinated Debentures, so
long as any of the Related Capital Securities remain outstanding, no such
modification may be made that adversely affects the holders of such Capital
Securities in any material respect, and no termination of the Indenture may
occur, and no waiver of any Indenture Event of Default or compliance with any
covenant under the Indenture may be effective, without the prior consent of the
holders of at least a majority of the aggregate liquidation amount of all
outstanding Related Capital Securities affected unless and until the principal
of the Corresponding Subordinated Debentures and all accrued and unpaid interest
have been paid in full and certain other conditions are satisfied.
The Corporation and the Indenture Trustee may execute, without the
consent of any holder of Subordinated Debentures, any supplemental Indenture for
the purpose of creating any new series of Subordinated Debentures.
DEFEASANCE AND DISCHARGE
The Indenture provides that the Corporation, at the Corporation's option:
(a) will be discharged from any and all obligations in respect of the
Subordinated Debentures (except for certain obligations to register the transfer
or exchange of Subordinated Debentures, replace stolen, lost, or mutilated
Subordinated Debentures, maintain paying agencies, and hold moneys for payment
in trust) or (b) need not comply with certain restrictive covenants of the
Indenture (including that described in the second paragraph under "Certain
Covenants of the Corporation"), in each case if the Corporation deposits, in
trust with the Indenture Trustee, money or U.S. Government Obligations which
through the payment of interest and principal in accordance with their terms
will provide money, in an amount sufficient to pay all the principal of (and
premium, if any) and interest on the Subordinated Debentures on the dates such
payments are due in accordance with the terms of such Subordinated Debentures.
To exercise any such option, the Corporation is required to deliver to
the Indenture Trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the Subordinated Debentures to
recognize income, gain, or loss for United States federal income tax purposes
and, in the case of a discharge pursuant to clause (a), such opinion shall be
accompanied by a private letter ruling to that effect received by the
Corporation from the United States Internal Revenue Service or revenue ruling
pertaining to a comparable form of transaction to such effect published by the
United States Internal Revenue Service.
DISTRIBUTIONS OF SUBORDINATED DEBENTURES; BOOK-ENTRY ISSUANCE
Under certain circumstances involving the dissolution of a Trust,
Corresponding Subordinated Debentures may be distributed to the holders of the
Related Capital Securities in liquidation of the Trust after satisfaction of
liabilities to creditors of the Trust as provided by applicable law. If
distributed to holders of Related Capital Securities in liquidation, the
Corresponding Subordinated Debentures will initially be issued in the form of
global securities and certificated securities. The Depository, or any successor
depositary, will act as depositary for such global securities. It is anticipated
that the depositary arrangements for and certain restrictions with respect to
such global securities would be substantially identical to those in effect for
the Related Capital Securities. For a description of global securities and
certificated securities, see "Book-Entry Issuance."
There can be no assurance as to the market price of any Corresponding
Subordinated Debentures that may be distributed to the holders of the Related
Capital Securities.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporation initially will act as Paying Agent with respect to the Subordinated
Debentures of a series except that, if the Corresponding Subordinated Debentures
are distributed to the holders of the Related Capital Securities in liquidation
of such holders' interests in the
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Trust, the Indenture Trustee will act as the Paying Agent. The Corporation at
any time may designate additional Paying Agents or rescind the designation of
any Paying Agent or approve a change in the office through which any Paying
Agent acts, except that the Corporation will be required to maintain a Paying
Agent at the Place of Payment.
Any moneys deposited with the Indenture Trustee or any Paying Agent, or
then held by the Corporation in trust, for the payment of the principal of (and
premium, if any) or interest on any Subordinated Debentures and remaining
unclaimed for one year after such principal (and premium, if any) or interest
has become due and payable shall, at the request of the Corporation, be repaid
to the Corporation and the holder of such Subordinated Debentures shall
thereafter look, as a general unsecured creditor, only to the Corporation for
payment.
GOVERNING LAW
The Indenture and the Subordinated Debentures will be governed by and
construed in accordance with the laws of the State of New York.
INFORMATION CONCERNING THE INDENTURE TRUSTEE
The Indenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Indenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Subordinated Debentures of any series, unless offered
reasonable indemnity by such holder against the costs, expenses, and liabilities
which might be incurred in connection with the Trustee's exercise of such
powers. The Indenture Trustee is not required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Indenture Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it.
CORRESPONDING SUBORDINATED DEBENTURES
The Corresponding Subordinated Debentures may be issued in one or more
series of Subordinated Debentures under the Indenture with terms corresponding
to the terms of a series of Related Capital Securities. In that event,
concurrently with the issuance of each Trust's Capital Securities, such Trust
will invest the proceeds of the Capital Securities and the consideration paid by
the Corporation for the Common Securities of such Trust in such series of
Corresponding Subordinated Debentures issued by the Corporation to such Trust.
Each series of Corresponding Subordinated Debentures will be in the principal
amount equal to the aggregate stated liquidation amount of the Related Capital
Securities and the Common Securities of such Trust and will rank pari passu with
all other series of Subordinated Debentures and with the Outstanding Capital
Securities. Holders of the Related Capital Securities for a series of
Corresponding Subordinated Debentures will have the rights in connection with
modifications to the Indenture or upon occurrence of Indenture Events of
Default, as described under "-- Modification of Indenture" and "-- Indenture
Events of Default," unless provided otherwise in the Prospectus Supplement for
such Related Capital Securities.
Unless otherwise specified in the applicable Prospectus Supplement, if a
Special Event in respect of a Trust shall occur and be continuing, the
Corporation may, at its option and subject to prior approval of the Federal
Reserve if then so required under applicable capital guidelines or policies,
redeem the Corresponding Subordinated Debentures at any time within 90 days of
the occurrence of such Special Event, in whole but not in part, subject to the
provisions of the Indenture and whether or not such Corresponding Subordinated
Debentures are then otherwise redeemable at the option of the Corporation. The
redemption price for any Corresponding Subordinated Debentures shall be equal to
100% of the principal amount of such Corresponding Subordinated Debentures then
outstanding plus accrued and unpaid interest to the date fixed for redemption.
For so long as the applicable Trust is the holder of all the outstanding
Corresponding Subordinated Debentures of such Trust, the proceeds of any such
redemption will be used by the Trust to redeem the corresponding Trust
Securities in accordance with their terms. The Corporation may not redeem a
series of
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Corresponding Subordinated Debentures in part unless all accrued and unpaid
interest has been paid in full on all outstanding Corresponding Subordinated
Debentures of such series for all interest periods terminating on or prior to
the redemption date.
The Corporation will covenant, as to each series of Corresponding
Subordinated Debentures, that if and so long as (a) the Trust of the related
series of Trust Securities is the holder of all such Corresponding Subordinated
Debentures, (b) a Tax Event in respect of such Trust has occurred and is
continuing and (c) the Corporation has elected, and has not revoked such
election, to pay Additional Sums (as defined under "Description of the Capital
Securities -- Redemption or Exchange") in respect of such Trust Securities, the
Corporation will pay to such Trust such Additional Sums.
The Corporation also will covenant, as to each series of Corresponding
Subordinated Debentures, to maintain directly or indirectly 100% ownership of
the Common Securities of the Trust to which such Corresponding Subordinated
Debentures have been issued, provided that certain successors which are
permitted pursuant to the Indenture may succeed to the Corporation's ownership
of the Common Securities, (b) not to voluntarily dissolve, wind-up, or liquidate
any Trust, except:
o in connection with a distribution of Corresponding Subordinated
Debentures to the holders of the Related Capital Securities in
exchange for such Related Capital Securities upon liquidation of
such Trust,
o in connection with certain mergers, consolidations, or
amalgamations permitted by the related Declaration, in either such
case, if so specified in the applicable Prospectus Supplement,
upon prior approval of the Federal Reserve if then so required
under applicable Federal Reserve capital guidelines or policies,
and
o to use its reasonable efforts, consistent with the terms and
provisions of the related Declaration, to cause such Trust to be
classified as a grantor trust and not as an association taxable as
a corporation for United States Federal income tax purposes.
DESCRIPTION OF THE CAPITAL SECURITIES
This summary of certain provisions of the Capital Securities and each
Declaration does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the Trust Indenture Act and all the provisions
of such Declaration, including the definitions in the Declaration of certain
terms. Wherever particular defined terms of a Declaration (as supplemented or
amended from time to time) are referred to in this Prospectus or a Prospectus
Supplement, the definitions of such defined terms are incorporated in this
Prospectus or such Prospectus Supplement by reference. The form of Declaration
has been filed as an exhibit to the Registration Statement.
GENERAL
Pursuant to the terms of the Declaration for each Trust, the Trust will
issue the Capital Securities and the Common Securities. The Capital Securities
of a particular Trust will represent undivided preferred beneficial ownership
interests in the assets of that Trust and the holders of such Capital Securities
will be entitled to a preference in certain circumstances with respect to
Distributions and amounts payable on redemption or liquidation over the Common
Securities of such Trust, as well as other benefits as described in the
corresponding Declaration. Each of the Trusts is a legally separate entity and
the assets of one are not available to satisfy the obligation of the other.
The Capital Securities of a Trust will rank pari passu, and payments will
be made pro rata, with the Common Securities of that Trust except as described
under "-- Subordination of Common Securities." Legal title to the Corresponding
Subordinated Debentures will be held by the Property Trustee in trust for the
benefit of the holders of the Related Capital Securities and the Common
Securities. Each Guarantee executed by the Corporation for the benefit of the
holders of a Trust's Trust Securities will be a guarantee on a subordinated
basis with respect to such Capital
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Securities but will not guarantee payment of Distributions or amounts payable on
redemption or liquidation of such Trust Securities when the related Trust does
not have sufficient funds available to make such payments. See "Description of
the Guarantees." The Corporation's obligations under the related Guarantee,
taken together with its obligations under the Corresponding Subordinated
Debentures and the Indenture, including its obligation to pay all costs,
expenses, and liabilities of the related Trust (other than with respect to the
Related Capital Securities), constitute a full and unconditional guarantee of
all of the Trust's obligations under the Trust Securities.
The denomination of the Capital Securities of a Trust is the liquidation
amount as specified in the applicable Prospectus Supplement. Holders of the
Capital Securities have no preemptive or similar rights.
DISTRIBUTIONS
Distributions on the Capital Securities will be cumulative, will
accumulate from the date of original issuance and will be payable on such dates
as specified in the applicable Prospectus Supplement. In the event that any date
on which Distributions are payable on the Capital Securities is not a Business
Day (as defined below), payment of the Distribution payable on such date will be
made on the next succeeding day that is a Business Day (and without any
additional Distributions or other payment in respect to any such delay) except
that, if such Business Day is in the next succeeding calendar year, payment of
such Distribution shall be made on the immediately preceding Business Day, in
either case with the same force and effect as if made on the date such payment
was originally payable (each date on which Distributions are payable in
accordance with the foregoing, a "Distribution Date"). A "Business Day" shall
mean any day other than a Saturday or a Sunday, or a day on which banking
institutions in the City of New York or the City of Columbus are authorized or
required by law or executive order to remain closed or a day on which the
corporate trust office of the Property Trustee is closed for business.
Each Trust's Capital Securities represent preferred beneficial interests
in the applicable Trust, and the Distributions on each Capital Security will be
payable at a rate specified in the applicable Prospectus Supplement for such
Capital Securities. The amount of Distributions payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months unless otherwise
specified in the applicable Prospectus Supplement. Distributions to which
holders of Capital Securities are entitled will accumulate additional
Distributions at the rate per annum if and as specified in the applicable
Prospectus Supplement. The term "Distributions" as used in this Prospectus
includes any such additional Distributions unless otherwise stated.
If provided in the applicable Prospectus Supplement, the Corporation has
the right under the Indenture, pursuant to which it will issue the Corresponding
Subordinated Debentures, to defer the payment of interest at any time or from
time to time on any series of the Corresponding Subordinated Debentures for up
to such number of consecutive interest payment periods which will be specified
in such Prospectus Supplement relating to such series, provided that no
Extension Period may extend beyond the Stated Maturity of the Corresponding
Subordinated Debentures. As a consequence of any such deferral, Distributions on
the Related Capital Securities would be deferred (but would continue to
accumulate additional Distributions thereon at the rate per annum set forth in
the Prospectus Supplement for such Capital Securities) by the Trust of such
Capital Securities during any such Extension Period.
During any such Extension Period, the Corporation may not, and may not
permit any subsidiary of the Corporation to:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to,
the Corporation's capital stock, or
o make any payment of principal, interest, or premium, if any, on or
repay, repurchase, or redeem any debt securities that rank pari
passu with or junior to the Corresponding Subordinated Debentures,
or
o make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any subsidiary of the
Corporation if such guarantee ranks pari passu with or junior to
the Corresponding Subordinated Debentures.
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The following are permitted exceptions to this covenant:
o repurchases, redemptions, or other acquisitions of shares of
capital stock of the Corporation in connection with any employment
contract, benefit plan, or other similar arrangement with or for
the benefit of any one or more employees, officers, directors, or
consultants, or in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance
of common stock (or securities convertible into or exchangeable
for common stock) as consideration in an acquisition transaction
that was entered into prior to the commencement of such Extension
Period);
o as a result of an exchange or conversion of any class or series of
the Corporation's capital stock (or any capital stock of a
subsidiary of the Corporation) for any other class or series of
the Corporation's capital stock or of any class or series of the
Corporation's indebtedness for any class or series of the
Corporation's capital stock;
o the purchase of fractional interests in shares of the
Corporation's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted
or exchanged;
o any declaration of a dividend in connection with any stockholders'
rights plan, or the issuance of rights, stock, or other property
under any stockholders' rights plan, or the redemption or
repurchase of rights pursuant to such plan;
o any dividend in the form of stock, warrants, options, or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options, or other rights is the same
stock as that on which the dividend is being paid (or ranks pari
passu with or junior to such stock).
Prior to the termination of any such Extension Period, the Corporation
may further extend the Extension Period, provided that no Extension Period may
extend beyond the Stated Maturity of the Corresponding Subordinated Debentures
or exceed the number of consecutive interest payment periods specified in the
Prospectus Supplement relating to such series. Upon the termination of any such
Extension Period and the payment of all amounts then due on any Interest Payment
Date, the Corporation may elect to begin a new Extension Period subject to the
foregoing requirements. See "Description of the Subordinated Debentures --
Option to Defer Interest Payments."
The revenue of each Trust available for distribution to holders of its
Capital Securities will be limited to payments under the Corresponding
Subordinated Debentures in which the Trust will invest the proceeds from the
issuance and sale of its Trust Securities. See "Description of the Subordinated
Debentures -- Corresponding Subordinated Debentures." If the Corporation does
not make interest payments on such Corresponding Subordinated Debentures, the
Property Trustee will not have funds available to pay Distributions on the
Related Capital Securities. The payment of Distributions (if and to the extent
the Trust has funds legally available for the payment of such Distributions and
cash sufficient to make such payments) is guaranteed by the Corporation on a
limited basis as described in this Prospectus under "Description of the
Guarantees."
Distributions on the Capital Securities will be payable to the holders of
such Capital Securities as they appear on the register of such Trust on the
relevant record dates, which, as long as the Capital Securities remain in
book-entry form, will be one Business Day prior to the relevant Distribution
Date. Subject to any applicable laws and regulations and the provisions of the
applicable Declaration, each such payment will be made as described under
"Book-Entry Issuance." In the event any Capital Securities are not in book-entry
form, the relevant record date for such Capital Securities shall be the date at
least 15 days prior to the relevant Distribution Date, as specified in the
applicable Prospectus Supplement.
REDEMPTION
Mandatory Redemption. Upon the repayment or redemption, in whole or in
part, of any Corresponding Subordinated Debentures, whether at maturity or upon
earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be applied by the Property Trustee to redeem a
Like Amount (defined below)
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of Trust Securities upon not less than 30 nor more than 60 days' notice prior to
the date fixed for repayment or redemption at a redemption price (the
"Redemption Price") equal to the aggregate liquidation amount of such Trust
Securities plus accumulated but unpaid Distributions to the date of redemption
(the "Redemption Date") and the related amount of the premium, if any, paid by
the Corporation upon the concurrent redemption of such Corresponding
Subordinated Debentures. See "Description of the Subordinated Debentures --
Redemption."
If less than all of any series of Corresponding Subordinated Debentures
are to be repaid or redeemed on a Redemption Date, then the proceeds from such
repayment or redemption shall be allocated to the redemption pro rata of the
Trust Securities. The amount of premium, if any, paid by the Corporation upon
the redemption of all or any part of any series of any Corresponding
Subordinated Debentures to be repaid or redeemed on a Redemption Date shall be
allocated to the redemption pro rata of the Related Capital Securities and the
Common Securities.
The Corporation will have the right to redeem any series of Corresponding
Subordinated Debentures (a) on or after such date as may be specified in the
applicable Prospectus Supplement, in whole at any time or in part from time to
time, (b) at any time, in whole (but not in part), upon the occurrence of a
Special Event, or (c) as may be otherwise specified in the applicable Prospectus
Supplement, in each case subject to receipt of prior approval by the Federal
Reserve, if then so required under applicable Federal Reserve capital guidelines
or policies.
Distribution of Corresponding Subordinated Debentures. Subject to the
Corporation having received prior approval of the Federal Reserve to do so if
such approval is then required under applicable capital guidelines or policies
of the Federal Reserve, the Corporation has the right at any time to dissolve
any Trust and, after satisfaction of the claims of creditors of the Trust as
provided by applicable law, cause such Corresponding Subordinated Debentures in
respect of the Capital Securities and Common Securities issued by such Trust to
be distributed to the holders of such Related Capital Securities and Common
Securities in exchange for such securities in liquidation of the Trust.
Special Event Redemption. If a Special Event in respect of a series of
Trust Securities shall occur and be continuing, the Corporation will have the
right, subject to the receipt of any necessary prior approval of the Federal
Reserve, to redeem within 90 days following the occurrence of such Special Event
the Corresponding Subordinated Debentures on the Redemption Date in whole (but
not in part) and thereby cause a mandatory redemption of such Trust Securities
in whole (but not in part) at a redemption price with respect to such Trust
Securities equal to the redemption price in respect of the Subordinated
Debentures. In the event a Special Event in respect of a series of Trust
Securities has occurred and is continuing and the Corporation does not elect to
redeem the Corresponding Subordinated Debentures and thereby cause a mandatory
redemption of such Capital Securities or to liquidate the related Trust and
cause the Corresponding Subordinated Debentures to be distributed to holders of
such Trust Securities in exchange upon liquidation of the Trust as described
above, such Capital Securities will remain outstanding and Additional Sums (as
defined below) may be payable on the Corresponding Subordinated Debentures.
"Additional Sums" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by a Trust on the
outstanding Trust Securities of such Trust shall not be reduced as a result of
any additional taxes, duties, and other governmental charges to which such Trust
has become subject as a result of a Tax Event.
"Like Amount" means (a) with respect to a redemption of any series of
Trust Securities, Trust Securities of such series having a liquidation amount
equal to the principal amount of Corresponding Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, the proceeds of
which will be used to pay the Redemption Price of such Trust Securities, and (b)
with respect to a distribution of Corresponding Subordinated Debentures to
holders of any series of Trust Securities in connection with a dissolution or
liquidation of the related Trust, Corresponding Subordinated Debentures having a
principal amount equal to the liquidation amount of the Trust Securities in
respect of which such distribution is made.
Under current United States federal income tax law and interpretations of
such law and assuming, as expected, the Trust is treated as a grantor trust and
not an association taxable as a corporation, a distribution of the Subordinated
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Debentures should not be a taxable event to holders of the Capital Securities.
However, should there be a change in law, a change in legal interpretation,
certain Tax Events, or other circumstances, the distribution could be a taxable
event to holders of the Capital Securities. The applicable Prospectus Supplement
will provide a description of the United States federal income tax consequences
of a distribution of the Subordinated Debentures.
REDEMPTION PROCEDURES
Capital Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption or payment at Stated Maturity of the Corresponding Subordinated
Debentures. Redemptions of the Capital Securities shall be made and the
Redemption Price shall be payable on each Redemption Date only to the extent
that the related Trust has sufficient funds available for the payment of such
Redemption Price. See also "-- Subordination of Common Securities."
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each holder of Trust Securities to be
redeemed at its registered address. If a Trust gives a notice of redemption in
respect of its Capital Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, to the extent funds are available, the Property Trustee
will deposit irrevocably with the Depository or its nominee funds sufficient to
pay the applicable Redemption Price and will give the Depository irrevocable
instructions and authority to pay the Redemption Price to the holders of such
Capital Securities. See "Book-Entry Issuance." If any such Capital Securities
are held in certificated form, the Property Trustee, to the extent funds are
available, will irrevocably deposit with the paying agent for such Capital
Securities funds sufficient to pay the applicable Redemption Price and will give
the paying agent irrevocable instructions and authority to pay the Redemption
Price to the holders of such Capital Securities upon surrender of their
certificates evidencing the Capital Securities.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Capital Security called for redemption shall be payable
to the holders of such Capital Security on the relevant record dates for the
related Distribution Dates. If notice of redemption shall have been given and
funds deposited as required, then upon the date of such deposit, all rights of
the holders of such Capital Securities so called for redemption will cease,
except the right of the holders of such Capital Securities to receive the
Redemption Price, but without interest on such Redemption Price, and such
Capital Securities will cease to be outstanding.
In the event that any date fixed for redemption of Capital Securities is
not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date such payment was originally payable. In the event that
payment of the Redemption Price in respect of Capital Securities called for
redemption is improperly withheld or refused and not paid either by the Trust or
by the Corporation pursuant to the Guarantee as described under "Description of
the Guarantees," Distributions on such Capital Securities will continue to
accrue at the then applicable rate, from the Redemption Date originally
established by the Trust for the Capital Securities to the date such Redemption
Price is actually paid, in which case the actual payment date will be the date
fixed for redemption for purposes of calculating the Redemption Price.
Subject to applicable law (including, without limitation, United States
federal securities law) and to the provisions of the applicable Declaration, the
Corporation or its subsidiaries may at any time and from time to time purchase
outstanding Capital Securities by tender, in the open market, or by private
agreement.
Payment of the Redemption Price on the Capital Securities and any
distribution of Corresponding Subordinated Debentures to holders of Capital
Securities shall be made to the applicable recordholders of such securities as
they appear on the register for such Capital Securities on the relevant record
date, which shall be one Business Day prior to the relevant Redemption Date or
liquidation date, as applicable; provided, however, that in the event that any
Capital
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Securities are not in book-entry form, the relevant record date for such Capital
Securities shall be a date at least 15 days prior to the Redemption Date or
liquidation date, as applicable, as specified in the applicable Prospectus
Supplement.
A Trust may not redeem fewer than all of the outstanding Trust Securities
unless all accrued and unpaid Distributions have been paid on all Trust
Securities for all distribution periods ending on or prior to the date of
redemption. If less than all of the Capital Securities and Common Securities
issued by a Trust are to be redeemed on a Redemption Date, then the aggregate
amount of such Capital Securities and Common Securities to be redeemed shall be
allocated pro rata among the Capital Securities and the Common Securities.
If the Capital Securities are in book-entry form, they will be redeemed
as described below under "Book-Entry Issuance." If not, the particular Capital
Securities to be redeemed shall be selected on a pro rata basis not more than 60
days prior to the Redemption Date by the Property Trustee from the outstanding
Capital Securities not previously called for redemption, by such method as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the liquidation amount of Capital
Securities in such denomination as will be specified in the applicable
Prospectus Supplement. The Property Trustee shall promptly notify the Trust
registrar in writing of the Capital Securities selected for redemption and, in
the case of any Capital Securities selected for partial redemption, the
liquidation amount of such Capital Securities to be redeemed. For all purposes
of each Declaration, unless the context otherwise requires, all provisions
relating to the redemption of Capital Securities shall relate, in the case of
any Capital Security redeemed or to be redeemed only in part, to the portion of
the aggregate liquidation amount of Capital Securities which has been or is to
be redeemed.
SUBORDINATION OF COMMON SECURITIES
Payment of Distributions on, and the Redemption Price of, each Trust's
Capital Securities and Common Securities, as applicable, shall be made pro rata
based on the liquidation amount of such Trust Securities; provided, however,
that if on any Distribution Date or Redemption Date an Indenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any of the Common Securities of such Trust, and no
other payment on account of the redemption, liquidation, or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the Trust's outstanding Capital
Securities for all Distribution periods on or prior to such payment, or in the
case of payment of the Redemption Price, the full amount of such Redemption
Price on all of the Trust's outstanding Capital Securities then called for
redemption, shall have been made or provided for, and all funds available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions on, or Redemption Price of, such Capital Securities then due and
payable.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Pursuant to each Declaration, each Trust shall automatically dissolve
upon expiration of its term and shall dissolve on the first to occur of:
o any liquidation, insolvency, or similar proceeding with respect to
the Corporation or all or substantially all of its property;
o the distribution of a Like Amount of the Corresponding
Subordinated Debentures to the holders of the Trust's Capital
Securities and Common Securities (subject to the Corporation
having received prior approval of the Federal Reserve to do so if
such approval is then required under applicable capital guidelines
or policies of the Federal Reserve);
o the redemption of all of the Trust's Capital Securities in
connection with the maturity or redemption of all of the
Subordinated Debentures; and
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o the entry by a court of competent jurisdiction of an order for the
dissolution of the Trust. Notice of such dissolution shall be
given to the holders of the Common Securities and Capital
Securities by the Declaration Trustees within 30 days of such
event.
If an early dissolution occurs for any reason other than the maturity or
redemption of all of the Subordinated Debentures, the Trust shall be liquidated
by the Declaration Trustees as expeditiously as the Declaration Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to the holders of such
Capital Securities and Common Securities a Like Amount of the Corresponding
Subordinated Debentures, unless such distribution is determined by the Property
Trustee not to be practicable, in which event such holders will be entitled to
receive out of the assets of the Trust available for distribution to holders,
after satisfaction of liabilities to creditors of such Trust as provided by
applicable law, an amount equal to, in the case of holders of Capital
Securities, the aggregate of the liquidation amount plus accrued and unpaid
Distributions to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because such Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by such
Trust on its Capital Securities shall be paid on a pro rata basis. The holder(s)
of such Trust's Common Securities will be entitled to receive distributions upon
any such liquidation pro rata with the holders of its Capital Securities, except
that if an Indenture Event of Default has occurred and is continuing, the
Capital Securities shall have a priority over the Common Securities.
After the liquidation date is fixed for any distribution of Corresponding
Subordinated Debentures for any series of Capital Securities:
o such Capital Securities will no longer be deemed to be
outstanding,
o the Depository for such series or its nominee, as a record holder
of such Capital Securities, will receive a registered global
certificate or certificates representing the Corresponding
Subordinated Debentures to be delivered upon such distribution,
and
o any certificates representing such series of Capital Securities
held in certificated form will be deemed to represent the
Corresponding Subordinated Debentures having a principal amount
equal to the liquidation amount of such series of Capital
Securities, bearing accrued and unpaid interest in an amount equal
to the accrued and unpaid Distributions on such series of Capital
Securities until such certificates are presented for cancellation.
At that time, the Corporation will issue to such holder, and the
Indenture Trustee will authenticate, a certificate representing
such Subordinated Debentures.
There can be no assurance as to the market prices for the Capital
Securities of a series or the Corresponding Subordinated Debentures that may be
distributed in exchange for such Capital Securities if a dissolution and
liquidation of a Trust were to occur. Accordingly, the Capital Securities that
an investor may purchase, or the Corresponding Subordinated Debentures that the
investor may receive on dissolution and liquidation of a Trust, may trade at a
discount to the price that the investor paid to purchase the Capital Securities
offered by this Prospectus.
TRUST ENFORCEMENT EVENTS
An Indenture Event of Default constitutes a Trust Enforcement Event under
each Declaration with respect to the series of Trust Securities issued under
such Declaration, provided that pursuant to such Declaration, the Corporation,
as holder of the Common Securities of such Trust, will be deemed to have waived
any Trust Enforcement Event with respect to such Common Securities and will be
deemed to have waived any right to act with respect to such Trust Enforcement
Event until all Trust Enforcement Events with respect to the Capital Securities
issued under such Trust have been cured, waived, or otherwise eliminated. Until
such Trust Enforcement Event with respect to such Capital Securities has been so
cured, waived, or otherwise eliminated, the Property Trustee will be deemed to
be acting solely on behalf of the holders of such Capital Securities and only
the holders of such Capital Securities will have the right to direct the
Property Trustee with respect to certain matters under that Declaration, and
therefore the Indenture.
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Upon the occurrence of a Trust Enforcement Event, the Indenture Trustee
or the Property Trustee, as the holder of Subordinated Debentures, will have the
right under the Indenture to declare the principal of and interest on the
affected Subordinated Debentures to be immediately due and payable. The
Corporation and each Trust is required to file annually with the applicable
Property Trustee an officer's certificate as to its compliance with all
conditions and covenants under the Declaration.
If the Property Trustee fails to enforce its rights with respect to the
Corresponding Subordinated Debentures held by a Trust, any record holder of
Related Capital Securities may, to the fullest extent permitted by law,
institute legal proceedings directly against the Corporation to enforce the
Property Trustee's rights under such Corresponding Subordinated Debentures
without first instituting any legal proceedings against such Property Trustee or
any other person or entity. In addition, if a Trust Enforcement Event has
occurred and is continuing and such event is attributable to the failure of the
Corporation to pay interest, principal, or other required payments on the
Subordinated Debentures issued to the Trust on the date such interest,
principal, or other payment is otherwise payable, then a record holder of
Related Capital Securities may, on or after the respective due dates specified
in the Subordinated Debentures, institute a proceeding directly against the
Corporation under the Indenture for enforcement of payment on Subordinated
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities held by such holder. In connection with such Direct
Action, the Corporation will be subrogated to the rights of such record holder
of Capital Securities to the extent of any payment made by the Corporation to
such record holder of Capital Securities.
VOTING RIGHTS; AMENDMENT OF EACH DECLARATION
Except as provided below and under "Description of the Guarantees --
Amendments and Assignment" and as otherwise required by law and the applicable
Declaration, the holders of the Capital Securities will have no voting rights.
The Regular Trustees are required to call a meeting of the holders of the
Capital Securities if directed to do so by holders of at least 10% in aggregate
liquidation amount of the Capital Securities.
So long as any Corresponding Subordinated Debentures are held by the
Property Trustee, the Declaration Trustees shall not, without obtaining the
prior approval of the holders of a majority in aggregate liquidation amount of
the Related Capital Securities:
o direct the time, method, and place of conducting any proceeding
for any remedy available to the Indenture Trustee or executing any
trust or power conferred on the Property Trustee with respect to
such Corresponding Subordinated Debentures,
o waive any past default that is waivable under the Indenture,
o exercise any right to rescind or annul any declaration that the
principal of all such Corresponding Subordinated Debentures shall
be due and payable, or
o consent to any amendment, modification, or termination of the
Indenture or such Corresponding Subordinated Debentures, where
such consent shall be required,
provided, however, that where a consent under the Indenture would require the
consent of each holder of Corresponding Subordinated Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior consent of each holder of Related Capital Securities.
The Trustees shall not revoke any action previously authorized or
approved by a vote of the holders of the Related Capital Securities except
pursuant to a subsequent vote of the holders of the Related Capital Securities.
The Property Trustee shall notify each holder of record of the Related Capital
Securities of any notice of default which it receives with respect to the
Corresponding Subordinated Debentures. In addition to obtaining the foregoing
approvals of the holders of the Related Capital Securities, prior to taking any
of the foregoing actions, the Declaration Trustees shall receive an opinion of
counsel experienced in such matters to the effect that the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes on account of such action.
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Each Declaration may be amended from time to time by the holders of a
majority of the Common Securities and the Regular Trustees (and in certain
circumstances the Property Trustee and the Delaware Trustee), without the
consent of the holders of the Capital Securities:
o to cure any ambiguity, correct or supplement any provisions in
such Declaration that may be inconsistent with any other
provision, or to make any other provisions with respect to matters
or questions arising under such Declaration that shall not be
inconsistent with the other provisions of such Declaration, or
o to modify, eliminate, or add to any provisions of such Declaration
to such extent as shall be necessary to ensure that the Trust will
be classified as a grantor trust for United States federal income
tax purposes at all times that any Capital Securities and Common
Securities are outstanding or to ensure that the Trust will not be
required to register as an "investment company" under the
Investment Company Act, or
o to conform to any change in Rule 3a-7 under the Investment Company
Act or written change in interpretation or application of such
Rule 3a-7 by any legislative body, court, government agency, or
regulatory authority which amendment does not have a material
adverse effect on the rights, preferences, or privileges of the
holders;
provided, however, that in any such case, such action shall not adversely affect
in any material respect the interests of any holder of Trust Securities, and any
such amendment of such Declaration shall become effective when notice of such
amendment is given to the holders of the Trust Securities.
Each Declaration also may be amended by the holders of a majority in
aggregate liquidation amount of the Common Securities and the Regular Trustees
with:
o the consent of holders representing not less than a majority
(based upon liquidation amounts) of the outstanding Capital
Securities and
o receipt by the Regular Trustees of an opinion of counsel to the
effect that such amendment or the exercise of any power granted to
the Regular Trustees in accordance with such amendment will not
affect the Trust's status as a grantor trust for United States
federal income tax purposes or the Trust's exemption from status
as an "investment company" under the Investment Company Act,
provided, that without the consent of each holder of Trust Securities affected
thereby, such Declaration may not be amended to:
o change the amount or timing of any Distribution on the Trust
Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of the Trust
Securities as of a specified date, or
o restrict the right of a holder of Trust Securities to institute
suit for the enforcement of any such payment on or after such
date.
Any required approval of holders of Capital Securities of a series may be
given at a meeting of holders of such Capital Securities convened for such
purpose or pursuant to written consent. The Regular Trustees will cause a notice
of any meeting at which holders of such Capital Securities are entitled to vote,
or of any matter upon which action by written consent of such holders is to be
taken, to be given to each holder of record of such Capital Securities in the
manner set forth in the applicable Declaration.
No vote or consent of the holders of Capital Securities will be required
for a Trust to redeem and cancel its Capital Securities in accordance with the
applicable Declaration.
Notwithstanding that holders of Capital Securities are entitled to vote
or consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Corporation, the Declaration Trustees, or any
affiliate of the Corporation or any Declaration Trustees, shall, for purposes of
such vote or consent, be treated as if they were not outstanding.
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EXPENSES AND TAXES
In the Indenture, the Corporation, as borrower, has agreed to pay all
debts and other obligations (other than with respect to the Capital Securities)
and all costs and expenses of each Trust (including costs and expenses relating
to the organization of each Trust, the fees and expenses of all Declaration
Trustees, and the costs and expenses relating to the operation of each Trust)
and to pay any and all taxes and all costs and expenses with respect to each
Trust (other than United States withholding taxes) to which such Trusts might
become subject. The Corporation also has agreed in the Indenture to execute such
additional agreements as may be necessary or desirable to give full effect to
the foregoing.
NOTICES
All notices to holders of Capital Securities of any series shall be
validly given if in writing and mailed by first class mail to them at their
respective addresses in the register of holders of Capital Securities maintained
by the registrar of each Trust. Any such notice shall be deemed to have been
given on the later of the date of such publication and the date that is the
seventh day after the notice is so mailed.
REGISTRAR AND TRANSFER AGENT
Unless otherwise specified in the applicable Prospectus Supplement, The
Chase Manhattan Bank will act as the initial registrar and transfer agent for
all series of Capital Securities. The Corporation and each Trust shall at all
times maintain a transfer agent in the City of New York.
Registration of transfers of Capital Securities will be effected without
charge by or on behalf of each Trust, but the applicable Trust may require
payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. No Trust will be required to (a)
register or cause to be registered the transfer or exchange of any Capital
Securities during a period beginning at the opening of business 15 days before
the day of the mailing of the relevant notice of redemption and ending at the
close of business on the day of mailing of such notice of redemption, or (b) to
register or cause to be registered the transfer or exchange of any Capital
Securities so selected for redemption, except in the case of any Capital
Securities being redeemed in part, any portion of such Capital Securities not to
be redeemed.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee of each Trust, other than during the occurrence and
continuance of a Trust Enforcement Event, undertakes to perform only such duties
as are specifically set forth in each Declaration and, after such Trust
Enforcement Event, must exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, the Property Trustee is under no obligation to exercise any
of the powers vested in it by the applicable Declaration at the request of any
holder of Capital Securities unless it is offered reasonable indemnity against
the costs, expenses, and liabilities that might be incurred by such exercise. If
no Trust Enforcement Event has occurred and is continuing and the Property
Trustee is required to decide between alternative causes of action, construe
ambiguous provisions in the applicable Declaration, or is unsure of the
application of any provision of such Declaration, and the matter is not one on
which holders of Capital Securities are entitled under such Declaration to vote,
then the Property Trustee shall take such action as is directed by the
Corporation and, if not so directed, shall take such action as it deems
advisable and in the best interests of the holders of the Trust Securities and
will have no liability except for its own bad faith, negligence, or willful
misconduct.
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PAYMENT AND PAYING AGENTS
Payments in respect of the Capital Securities shall be made to the
Depository, which shall credit the relevant accounts at the Depository on the
applicable Distribution Dates or, if any Trust's Capital Securities are held in
certificated form, such payments shall be made by check mailed to the address of
the holder entitled to such payment as such address shall appear on the register
maintained by the registrar. Unless otherwise specified in the applicable
Prospectus Supplement, the paying agent (the "Paying Agent") shall initially be
the Property Trustee and any co-paying agent chosen by the Property Trustee and
acceptable to the Regular Trustees and the Corporation. The Paying Agent shall
be permitted to resign as Paying Agent upon 60 days' written notice to the
Property Trustee and the Corporation. In the event that the Property Trustee
shall no longer be the Paying Agent, the Regular Trustees shall appoint a
successor (which shall be a bank or trust company acceptable to the Regular
Trustees and the Corporation) to act as Paying Agent.
REMOVAL OF DECLARATION TRUSTEES
Unless an Indenture Event of Default shall have occurred and be
continuing, any Declaration Trustee may be removed at any time by the holder of
the Common Securities. If an Indenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time and a successor trustee appointed by the holders of a majority in
liquidation amount of the outstanding Capital Securities. In no event will the
holders of the Capital Securities have the right to vote to appoint, remove, or
replace the Regular Trustees, which voting rights are vested exclusively in the
Corporation as the holder of the Common Securities. No resignation or removal of
a Declaration Trustee and no appointment of a successor trustee shall be
effective until the acceptance of appointment by the successor trustee in
accordance with the provisions of the applicable Declaration.
MERGER OR CONSOLIDATION OF DECLARATION TRUSTEES
Any corporation into which the Property Trustee, the Delaware Trustee, or
any Regular Trustee that is not a natural person may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion, or consolidation to which such Declaration Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of such Declaration Trustee, shall be the successor of such Declaration
Trustee under each Declaration, provided such corporation shall be otherwise
qualified and eligible.
MERGERS, CONSOLIDATIONS, AMALGAMATIONS, OR REPLACEMENTS OF THE TRUST
A Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer, or lease its properties and assets
substantially as an entirety to any entity, except as described below or as
otherwise described in the applicable Declaration.
A Trust may, at the request of the Corporation without the consent of the
holders of the Capital Securities, merge with or into, consolidate, amalgamate,
be replaced by or convey, transfer, or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State provided that:
o such successor entity (if not the Trust) either (1) expressly
assumes all of the obligations of the Trust with respect to the
Capital Securities or (2) substitutes for the Capital Securities
other securities having substantially the same terms as the
Capital Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Capital Securities rank
in priority with respect to distributions and payments upon
liquidation, redemption, and otherwise,
o if the Trust is not the successor entity, the Corporation
expressly appoints a trustee of such successor entity possessing
the same powers and duties as the Property Trustee as the holder
of the Subordinated Debentures,
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o such merger, consolidation, amalgamation, replacement, conveyance,
transfer, or lease does not cause the Capital Securities
(including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization,
o such merger, consolidation, amalgamation, replacement, conveyance,
transfer, or lease does not adversely affect the rights,
preferences, and privileges of the holders of the Capital
Securities (including any Successor Securities) in any material
respect,
o such successor entity has a purpose substantially identical to
that of the Trust,
o prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer, or lease, the Corporation has received an
opinion from independent counsel to the Trust experienced in such
matters to the effect that
o such merger, consolidation, amalgamation, replacement,
conveyance, transfer, or lease does not adversely affect the
rights, preferences, and privileges of the holders of the
Capital Securities (including any Successor Securities) in
any material respect, and
o following such merger, consolidation, amalgamation,
replacement, conveyance, transfer, or lease, (A) neither the
Trust nor such successor entity will be required to register
as an investment company under the Investment Company Act and
(B) the Trust or the successor entity will continue to be
classified as a grantor trust for United States federal
income tax purposes,
o the Corporation or any permitted successor or assignee owns all of
the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee, and
o such successor entity (if not the Trust) expressly assumes all of
the obligations of the Trust with respect to the Trustees.
Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in aggregate liquidation amount of the Capital
Securities, consolidate, amalgamate, merge with or into, be replaced by, or
convey, transfer, or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer, or lease would cause
the Trust or the successor entity to be classified as other than a grantor trust
for United States federal income tax purposes.
GOVERNING LAW
The Declaration and the Capital Securities will be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to principles of conflict of laws.
DESCRIPTION OF THE GUARANTEES
A Guarantee will be executed and delivered by the Corporation
concurrently with the issuance by each Trust of its Capital Securities for the
benefit of the holders from time to time of such Capital Securities and Common
Securities. The Chase Manhattan Bank will act as trustee ("Guarantee Trustee")
under each Guarantee for purposes of compliance with the Trust Indenture Act and
each Guarantee will be qualified as an indenture under the Trust Indenture Act.
This summary of certain provisions of the Guarantees does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Trust Indenture Act and all of the provisions of each Guarantee, including the
definitions in the Guarantee of certain terms. The form of the Guarantee has
been filed as an exhibit to the Registration Statement. The Guarantee Trustee
will hold each Guarantee for the benefit of the holders of the related Trust's
Capital Securities and Common Securities.
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GENERAL
The Corporation will irrevocably and unconditionally agree to pay in full
on a subordinated basis, to the extent set forth in the Guarantee and described
in this Prospectus, the Guarantee Payments (as defined below) to the holders of
the Capital Securities, as and when due, regardless of any defense, right of
set-off, or counterclaim that such Trust may have or assert other than the
defense of payment. The following payments with respect to the Capital
Securities, to the extent not paid by or on behalf of the related Trust (the
"Guarantee Payments"), will be subject to the Guarantee:
o any accumulated and unpaid Distributions required to be paid on
such Capital Securities, to the extent that such Trust has
sufficient funds available for such payment at the time,
o the Redemption Price with respect to any Capital Securities called
for redemption, to the extent that such Trust has sufficient funds
available for such payment at such time, or
o upon a voluntary or involuntary dissolution, winding up, or
liquidation of the Trust (unless the Corresponding Subordinated
Debentures are distributed to holders of such Capital Securities
in exchange therefor), the lesser of (1) the aggregate liquidation
amount of the Capital Securities and all accrued and unpaid
Distributions to the date of payment and (2) the amount of assets
of the Trust remaining available for distribution to holders of
Capital Securities after satisfaction of liabilities to creditors
of such Trust as required by applicable law.
The Corporation's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Corporation to the holders of the
applicable Trust Securities or by causing the Trust to pay such amounts to such
holders.
Each Guarantee will be an irrevocable guarantee on a subordinated basis
of the related Trust's obligations under the Trust Securities, but will apply
only to the extent that such related Trust has sufficient funds available to
make such payments, and is not a guarantee of collection.
If the Corporation does not make interest payments on the Corresponding
Subordinated Debentures held by the related Trust, the Trust will not be able to
pay Distributions on the Capital Securities and will not have funds legally
available for such payment. Each Guarantee will rank subordinate and junior in
right of payment to all Senior Indebtedness of the Corporation and will be pari
passu with all other Guarantees issued by the Corporation and the guarantee
issued by the Corporation in connection with the Outstanding Capital Securities
to the same extent as the Subordinated Debenture. See "-- Status of the
Guarantee" and "Description of the Subordinated Debentures -- Subordination."
Except as otherwise provided in the applicable Prospectus Supplement, the
Guarantees do not limit the incurrence or issuance of other secured or unsecured
debt of the Corporation, whether under the Indenture or any existing or other
indenture that the Corporation may enter into in the future or otherwise.
The Corporation has, through the applicable Guarantee, the applicable
Declaration, the applicable series of Corresponding Subordinated Debentures, and
the Indenture, taken together, fully and unconditionally guaranteed all of the
Trust's obligations under the Capital Securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these documents
that has the effect of providing a full and unconditional guarantee of the
Trust's obligations under the Capital Securities. See "Relationship Among the
Capital Securities, the Corresponding Subordinated Debentures, and the
Guarantee."
STATUS OF THE GUARANTEE
Each Guarantee will constitute an unsecured obligation of the Corporation
and will rank subordinate and junior in right of payment to all Senior
Indebtedness of the Corporation and will be pari passu with all other Guarantees
issued by the Corporation and the guarantee issued by the Corporation in
connection with the Outstanding Capital Securities
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to the same extent as the Subordinated Debentures. The Guarantee does not place
a limitation on the amount of additional Senior Indebtedness that may be
incurred by the Corporation. The Corporation expects from time to time to incur
additional indebtedness constituting Senior Indebtedness.
Each Guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding directly
against the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). Each
Guarantee will be held by the Guarantee Trustee for the benefit of the holders
of the related Trust Securities. Each Guarantee will not be discharged except by
payment of the Guarantee Payments in full to the extent not paid by the Trust or
upon distribution to the holders of Trust Securities of the Corresponding
Subordinated Debentures.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely
affect the rights of holders of the related Trust Securities (in which case no
vote will be required), no Guarantee may be amended without the prior approval
of the holders of not less than a majority of the aggregate liquidation amount
of such outstanding Trust Securities. The manner of obtaining any such approval
will be as set forth under "Description of the Capital Securities -- Voting
Rights; Amendment of Each Declaration." All guarantees and agreements contained
in each Guarantee shall bind the successors, assigns, receivers, trustees, and
representatives of the Corporation and shall inure to the benefit of the
registered holders of the related Trust Securities then outstanding.
EVENTS OF DEFAULT
An event of default under each Guarantee will occur upon the failure of
the Corporation to perform any of its payment obligations under the Guarantee or
to perform any non-payment obligation if such non-payment default remains
unremedied for 30 days. The holders of not less than a majority in aggregate
liquidation amount of the related Trust Securities have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of such Guarantee or to direct the exercise of
any trust or power conferred upon the Guarantee Trustee under such Guarantee.
Any holder of the Trust Securities may institute a legal proceeding
directly against the Corporation to enforce its rights under such Guarantee
without first instituting a legal proceeding against the Trust, the Guarantee
Trustee, or any other person or entity.
The Corporation, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Corporation is in
compliance with all the conditions and covenants applicable to it under the
Guarantees.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance
of a default by the Corporation in performance of any Guarantee, undertakes to
perform only such duties as are specifically set forth in each Guarantee and,
after default with respect to any Guarantee, must exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by any Guarantee at the
request of any holder of any Trust Securities unless it is offered reasonable
indemnity against the costs, expenses, and liabilities that might be incurred by
such exercise.
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TERMINATION OF THE GUARANTEE
Each Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of all of the related Trust Securities,
upon full payment of the amounts payable upon liquidation of the related Trust,
or upon distribution of Corresponding Subordinated Debentures to the holders of
the related Trust Securities in exchange for all of such Trust Securities. Each
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of the related Trust Securities must restore
payment of any sums paid under such Trust Securities or such Guarantee.
GOVERNING LAW
Each Guarantee will be governed by and construed in accordance with the
laws of the State of New York.
RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE CORRESPONDING SUBORDINATED DEBENTURES, AND THE GUARANTEES
FULL AND UNCONDITIONAL GUARANTEE
Payments of Distributions and other amounts due on the Capital Securities
(to the extent the related Trust has funds available for the payment of such
Distributions and other amounts) are irrevocably guaranteed by the Corporation
as and to the extent set forth under "Description of the Guarantees." If and to
the extent that the Corporation does not make payments on any series of
Corresponding Subordinated Debentures, such Trust will not pay Distributions or
other amounts due on the Related Capital Securities. The Guarantees do not cover
payment of Distributions when the related Trust does not have sufficient funds
to pay such Distributions. In such event, a holder of a series of Capital
Securities may institute a legal proceeding directly against the Corporation
under the Indenture to enforce payment of such Distributions to such holder
after the respective due dates.
Taken together, the Corporation's obligations under each series of
Corresponding Subordinated Debentures, the Indenture, the related Declaration,
and the related Guarantee provide, in the aggregate, a full and unconditional
guarantee of payments of Distributions and other amounts due on the Related
Capital Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional guarantee of the Trust's
obligations under the Related Capital Securities.
The obligations of the Corporation under each Guarantee and the
Corresponding Subordinated Debentures will be subordinate and junior in right of
payment to all Senior Indebtedness of the Corporation and will be pari passu
with each other Guarantee and series of Subordinated Debentures and with the
$200 million of obligations of the Corporation associated with the Outstanding
Capital Securities.
SUFFICIENCY OF PAYMENTS
As long as payments of interest and other payments are made when due on
each series of Corresponding Subordinated Debentures, such payments will be
sufficient to cover Distributions and other payments due on the Related Capital
Securities, primarily because:
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<PAGE> 72
o the aggregate principal amount of each series of Corresponding
Subordinated Debentures will be equal to the sum of the aggregate
stated liquidation amount of the Related Capital Securities and
the related Common Securities;
o the interest rate and interest and other payment dates on each
series of Corresponding Subordinated Debentures will match the
Distribution rate and Distribution and other payment dates for the
Related Capital Securities;
o the Corporation will pay for all and any costs, expenses, and
liabilities of such Trust except the Trust's obligations under its
Capital Securities; and
o each Declaration further provides that the Trust will not engage
in any activity that is not consistent with the limited purposes
of such Trust.
Notwithstanding anything to the contrary in the Indenture, the
Corporation has the right to set-off any payment it is otherwise required to
make under the Indenture with, and to the extent the Corporation has theretofore
made or is concurrently on the date of such payment making, a related payment
under the related Guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES
A holder of any related Capital Security may institute a legal proceeding
directly against the Corporation to enforce its rights under the related
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee, the related Trust, or any other person or entity.
A default or event of default under any Senior Indebtedness of the
Corporation will not constitute an Indenture Event of Default. However, in the
event of payment defaults under, or acceleration of, Senior Indebtedness of the
Corporation, the subordination provisions of the Indenture provide that, except
as otherwise specified in the Indenture, no payments may be made in respect of
the Corresponding Subordinated Debentures until such Senior Indebtedness has
been paid in full or any payment default has been cured or waived. Failure to
make required payments on the Corresponding Subordinated Debentures would
constitute an Indenture Event of Default.
LIMITED PURPOSE OF TRUSTS
Each Trust's Capital Securities evidence an undivided beneficial
ownership interest in the assets of such Trust, and each Trust exists for the
sole purpose of issuing its Capital Securities and Common Securities and
investing the proceeds from the sale of such Trust Securities in Corresponding
Subordinated Debentures. A principal difference between the rights of a holder
of Capital Securities and a holder of Corresponding Subordinated Debentures is
that a holder of Corresponding Subordinated Debentures is entitled to receive
from the Corporation the principal amount of and interest accrued on
Corresponding Subordinated Debentures held, while a holder of Capital Securities
is entitled to receive Distributions from such Trust (or from the Corporation
under the applicable Guarantee) if and to the extent such Trust has funds
available for the payment of such Distributions.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary dissolution, winding-up, or liquidation
of any Trust involving the liquidation of the Corresponding Subordinated
Debentures, after satisfaction of liabilities to creditors of the Trust as
required by applicable law, the holders of the Related Capital Securities will
be entitled to receive, out of assets held by such Trust, the Liquidation
Distribution in cash. See "Description of the Capital Securities -- Liquidation
Distribution Upon Dissolution." Upon any voluntary or involuntary liquidation or
bankruptcy of the Corporation, the Property Trustee, as holder of the
Corresponding Subordinated Debentures, would be a subordinated creditor of the
Corporation, subordinated in right of payment to all Senior Indebtedness to the
extent set forth in the Indenture, but entitled to receive payment in full of
principal and interest before any stockholders of the Corporation receive
payments or distributions.
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Since the Corporation is the guarantor under each Guarantee and has agreed to
pay for all costs, expenses, and liabilities of each Trust (other than the
Trust's obligations to the holders of its Capital Securities), the positions of
a holder of such Capital Securities and a holder of such Corresponding
Subordinated Debentures relative to other creditors and to stockholders of the
Corporation in the event of liquidation or bankruptcy of the Corporation are
expected to be substantially the same.
BOOK-ENTRY ISSUANCE
The Depository Trust Company, New York, New York (the "Depository"), will
act as securities depositary for all of the Capital Securities and the
Subordinated Debentures, unless otherwise specified in the Prospectus Supplement
relating to an offering of Capital Securities or Subordinated Debentures. The
Capital Securities and the Subordinated Debentures will be issued only as
fully-registered securities (in either temporary or permanent form) registered
in the name of the Depository or its nominee. One or more fully-registered
global certificates will be issued for the Capital Securities of each Trust and
the Subordinated Debentures, representing in the aggregate the total number of
such Trust's Capital Securities or aggregate principal balance of Subordinated
Debentures, respectively, and will be deposited with the Depository or the
Property Trustee, as custodian for the Depository. Unless and until it is
exchanged in whole or in part for individual certificates for Capital Securities
or Subordinated Debentures, a global certificate for such securities may not be
transferred except as a whole:
o by the Depository to a nominee of the Depository,
o by a nominee of the Depository to such Depository or another
nominee of the Depository, or
o by the Depository or any nominee to a successor depositary or any
nominee of such successor.
The Depository has advised the Trusts and the Corporation that the
Depository is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depository holds securities for its participating organizations
(collectively, the "Participants") and facilitates the clearance and settlement
of transactions in those securities between Participants through electronic
book-entry changes in accounts of its Participants, thereby eliminating the need
for physical movement of certificates. The Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. Access to the Depository's system also is available to
other entities such as banks, brokers, dealers, and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly (collectively, the "Indirect Participants").
Purchases of Capital Securities or Subordinated Debentures within the
Depository's system must be made by or through Participants, which will receive
a credit for the Capital Securities or Subordinated Debentures on the
Depository's records. The ownership interest of the actual purchaser of each
Capital Security and each Subordinated Debenture ("Beneficial Owner") will in
turn be recorded on the Participants' and Indirect Participants' records. The
Depository will have no knowledge of the actual Beneficial Owners of the Capital
Securities or Subordinated Debentures. The Depository's records will reflect
only the identity of the Participants to whose accounts such Capital Securities
or Subordinated Debentures are credited, which may or may not be the Beneficial
Owners. The Participants and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers. Beneficial
Owners will not receive written confirmation from the Depository of their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Participants or Indirect Participants through which the
Beneficial Owners purchased Capital Securities or Subordinated Debentures.
Transfers of ownership interests in the Capital Securities or
Subordinated Debentures will be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Capital
Securities or Subordinated Debentures, except in the event
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<PAGE> 74
that use of the book-entry system for the Capital Securities of such Trust or
Subordinated Debentures is discontinued (see below).
The laws of some states require that certain persons take physical
delivery in certificated form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Capital Security or Subordinated
Debenture to such persons will be limited to that extent. Because the Depository
can act only on behalf of Participants, which in turn act on behalf of Indirect
Participants and certain banks, the ability of a person having beneficial
interests in a Capital Security or Subordinated Debenture to pledge such
interests to persons or entities that do not participate in the Depository's
system, or otherwise take actions in respect of such interests, may be affected
by the lack of a physical certificate evidencing such interests.
Redemption notices will be sent the Depository or its nominee as the
registered holder of the Capital Securities or Subordinated Debentures. If less
than all of a Trust's Capital Securities or the Subordinated Debentures are to
be redeemed, the Depository's practice is to determine by lot the amount of the
interest of each Direct Participant to be redeemed.
Distribution payments on the Capital Securities or interest payments on
Subordinated Debentures (unless they are Corresponding Subordinated Debentures)
will be made by the relevant Trustee or the Corporation, respectively, to the
Depository or its nominee, as the record holder of such securities. The relevant
Trustee and the Corporation will treat the Depository or its nominee as the sole
owner of such securities for the purpose of receiving such payments and for any
and all other purposes whatsoever. Consequently, none of the Corporation, any
Declaration Trustees, any Paying Agent or securities registrar, nor any other
agent of the Declaration Trustees has or will have any responsibility or
liability for (a) any aspect of the Depository's records or any Participant's or
Indirect Participant's records relating to or payments made on account of
beneficial ownership interests in the Capital Securities or the Subordinated
Debentures, or for maintaining, supervising, or reviewing any of the
Depository's records or any Participant's or Indirect Participant's records
relating to such beneficial ownership interests, or (b) any other matter
relating to the actions and practices of the Depository or any of its
Participants or Indirect Participants.
The Depository has advised the Trusts and the Corporation that its
current practice, upon receipt of any payment in respect of securities such as
the Capital Securities and the Subordinated Debentures, is to credit the
accounts of the relevant Participants with the payment on the relevant payment
date in accordance with their respective holdings shown on the Depository's
records unless the Depository has reason to believe it will not receive payment
on such payment date. Payments by the Participants and the Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of the Depository, the relevant
Trustees, the relevant Trust, or the Corporation. None of the Corporation, the
relevant Trust, or the relevant Trustee will be liable for any delay by the
Depository or any of its Participants in identifying the Beneficial Owners. The
Corporation, the relevant Trust, and the relevant Trustees may conclusively rely
on and will be protected in relying on instructions from the Depository or its
nominee for all purposes.
Interests in the Capital Securities and Subordinated Debentures will
trade in the Depository's Same-Day Funds Settlement System and secondary market
trading activity in such interests will therefore settle in immediately
available funds, subject in all cases to the rules and procedures of the
Depository and its Participants. Transfers between Participants in the
Depository will be effected in accordance with the Depository's procedures, and
will be settled in same-day funds.
Although voting with respect to the Capital Securities or the
Subordinated Debentures is limited to the holders of record of the Capital
Securities or Subordinated Debentures, in those instances in which a vote is
required, neither the Depository nor its nominee will itself consent or vote
with respect to Capital Securities or Subordinated Debentures. Under its usual
procedures, the Depository would mail an omnibus proxy to the relevant Trustee
as soon as possible after the record date assigning all consenting or voting
rights to those Direct Participants to whose accounts such Capital Securities or
Subordinated Debentures are credited on the record date.
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The Depository may discontinue providing its services as securities
depositary with respect to any of the Capital Securities or the Subordinated
Debentures at any time by giving reasonable notice to the relevant Trustee and
the Corporation. In the event that a successor securities depositary is not
obtained, definitive Capital Security or Subordinated Debenture certificates
representing such Capital Securities or Subordinated Debentures are required to
be printed and delivered. The Corporation, at its option, may decide to
discontinue use of the system of book-entry transfers through the Depository (or
a successor depositary). After an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default under the relevant
Declaration, the holders of a majority in liquidation amount of Capital
Securities or aggregate principal amount of Subordinated Debentures may
determine to discontinue the system of book-entry transfers through the
Depository. In any such event, definitive certificates for such Capital
Securities or Subordinated Debentures will be printed and delivered.
The information in this section concerning the Depository and its
book-entry system has been obtained from sources that the Trusts and the
Corporation believe to be reliable, but the Trusts and the Corporation assume no
responsibility for the accuracy of such information. None of the Trustees, the
Trusts, nor the Corporation has any responsibility for the performance by the
Depository or its Participants of their respective obligations as described
above or under the rules and procedures governing their respective operations.
PLAN OF DISTRIBUTION
The Subordinated Debentures or the Capital Securities may be sold in a
public offering to or through underwriters or dealers designated from time to
time. The Corporation and each Trust may sell its Subordinated Debentures or
Capital Securities as soon as practicable after effectiveness of the
Registration Statement of which this Prospectus forms a part. The names of any
underwriters or dealers involved in the sale of the Subordinated Debentures or
Capital Securities in respect of which this Prospectus is delivered, the amount
or number of Subordinated Debentures and Capital Securities to be purchased by
any such underwriters, and any applicable commissions or discounts will be set
forth in the applicable Prospectus Supplement.
Underwriters may offer and sell Subordinated Debentures or Capital
Securities at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. In connection with the sale
of Capital Securities, underwriters may be deemed to have received compensation
from the Corporation and/or the applicable Trust in the form of underwriting
discounts or commissions and also may receive commissions. Underwriters may sell
Subordinated Debentures or Capital Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions, or
commissions from the underwriters.
Any underwriting compensation paid by the Corporation and/or the
applicable Trust to underwriters in connection with the offering of Subordinated
Debentures or Capital Securities, and any discounts, concessions, or commissions
allowed by such underwriters to participating dealers, will be described in an
accompanying Prospectus Supplement. Underwriters and dealers participating in
the distribution of Subordinated Debentures or Capital Securities may be deemed
to be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of such Subordinated Debentures or Capital
Securities may be deemed to be underwriting discounts and commissions, under the
Securities Act.
Underwriters and dealers may be entitled, under agreement with the
Corporation and the applicable Trust, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Corporation for certain expenses.
The underwriters and any selling group members and their respective
affiliates may engage in transactions effected in accordance with Rule 104 of
the Securities and Exchange Commission's Regulation M that are intended to
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<PAGE> 76
stabilize, maintain, or otherwise affect the market price of the Capital
Securities. Such transactions may include over-allotment transactions in which
an underwriter creates a short position in its own account by selling more
Capital Securities or Subordinated Debentures than it is committed to purchase
from a Trust. In such a case, to cover all or part of the short position, such
underwriter may purchase Capital Securities of the same series or Subordinated
Debentures in the open market following completion of the initial offering of
such Capital Securities or Subordinated Debentures. The underwriters also may
engage in stabilizing transactions in which they bid for, and purchase, Capital
Securities or Subordinated Debentures at a level above that which might
otherwise prevail in the open market for the purpose of preventing or retarding
a decline in the market price of such Capital Securities or Subordinated
Debentures. The underwriters also may reclaim any selling concessions allowed to
a dealer if an underwriter repurchases shares distributed by that dealer. Any of
the foregoing transactions may result in the maintenance of a price for the
Capital Securities of a series or Subordinated Debentures at a level above that
which might otherwise prevail in the open market. Neither the Corporation nor
any underwriters can make any representation or prediction as to the direction
or magnitude of any effect that the transactions described above may have on the
price of the Capital Securities or Subordinated Debentures. The underwriters are
not required to engage in any of the foregoing transactions and, if commenced,
such transactions may be discontinued at any time without notice.
Underwriters and dealers or their affiliates may engage in transactions
with, or perform investment or commercial banking services for, the Corporation
and/or the applicable Trust and/or any of their affiliates in the ordinary
course of business. Such underwriters and dealers or their affiliates may
receive customary fees and commissions in connection with these transactions.
The Subordinated Debentures and the Capital Securities will be new
issues of securities and will have no established trading market. Any
underwriters to whom Subordinated Debentures or Capital Securities are sold for
public offering and sale may make a market in such Subordinated Debentures and
Capital Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. Such Subordinated
Debentures or Capital Securities may or may not be listed on a national
securities exchange or the Nasdaq National Market. No assurance can be given as
to the liquidity of or the existence of trading markets for any Subordinated
Debentures or Capital Securities.
VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement,
certain matters of Delaware law relating to the validity of the Capital
Securities, the enforceability of the Declarations, and the creation of the
Trusts will be passed upon on behalf of the Corporation and the Trusts by
Richards, Layton & Finger P.A., special Delaware counsel to the Corporation and
the Trusts. Unless otherwise indicated in the applicable Prospectus Supplement,
the validity of the Subordinated Debentures and the Guarantees will be passed
upon for the Corporation and the Trusts by Porter, Wright, Morris & Arthur and
for the Underwriters by Sullivan & Cromwell. Porter, Wright, Morris & Arthur and
Sullivan & Cromwell will rely as to certain matters of Delaware law on the
opinion of Richards, Layton & Finger, P.A. Sullivan & Cromwell from time to time
performs legal services for the Corporation.
EXPERTS
The consolidated financial statements of the Corporation incorporated by
reference in the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997, incorporated by reference herein have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report included therein
and incorporated herein by reference, which, as to the years 1996 and 1995, is
based in part on the reports of BDO Seidman, LLP, independent auditors. Such
financial statements audited by Ernst & Young LLP are incorporated by reference
herein in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be incurred in connection with the issuance
and distribution of the Securities being registered, other than underwriting
discounts and commissions. All of the expenses will be borne by the Corporation.
<TABLE>
<S> <C>
Registration Fee.............................................. $ 73,750
Legal Services................................................ *
Printing and Engraving........................................ *
Accounting Fees............................................... *
Blue Sky Fees and Expenses.................................... *
Miscellaneous ................................................ *
------------
Total......................................................... *
============
</TABLE>
* To be filed by Amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of Huntington Bancshares Incorporated
(the "Corporation"), as amended, provide that it shall indemnify its directors
to the full extent of the general laws of the State of Maryland now or hereafter
in force, including the advance of expenses to directors subject to procedures
provided by such laws; its officers to the same extent it shall indemnify its
directors; and its officers who are not directors to such further extent as
shall be authorized by the Board of Directors and be consistent with law.
Section 2-418 of the Maryland general corporation law provides, in
substance, that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding, unless it is proved that the act or omission of
the director was material to the cause of action adjudicated in the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty; or the director actually received an improper personal benefit in
money, property, or services; or, in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Notwithstanding the above, a director may not be indemnified in respect of any
proceeding, by or in the right of the corporation, in which such director shall
have been adjudged liable to the corporation or in respect of any proceeding
charging improper receipt of a personal benefit.
Termination of any proceeding by judgment, order, or settlement does
not create a presumption that the director did not meet the requisite standard
of conduct. Termination of any proceeding by conviction, plea of nolo contendere
or its equivalent, or entry of an order of probation prior to judgment, creates
a rebuttable presumption that the director did not meet the requisite standard
of conduct. Indemnification is not permitted unless authorized for a specific
proceeding, after a determination that indemnification is permissible because
the requisite standard of conduct has been met (1) by a majority of a quorum of
directors not at the time parties to the proceeding (or a majority of a
committee of two or more such directors designated by the full board); (2) by
special legal counsel selected by the board of directors; or (3) by the
stockholders.
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The reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of both a written
affirmation by the director of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met, and a
written undertaking by or on behalf of the director to repay the amount if it
shall be ultimately determined that the standard of conduct has not been met.
The indemnification and advancement of expenses provided or authorized
by Section 2-418 are not exclusive of any other rights to which a director may
be entitled both as to action in his official capacity and as to action in
another capacity while holding such office.
Pursuant to Section 2-418, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or who, while serving in such capacity, is or was
at the request of the corporation serving as a director, officer, partner,
trustee, employee, or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against and incurred by such
person in any such capacity or arising out of such person's position, whether or
not the corporation would have the power to indemnify against liability under
Section 2-418. A corporation may provide similar protection, including a trust
fund, letter of credit, or surety bond, which is not inconsistent with Section
2-418. A subsidiary or an affiliate of the corporation may provide the insurance
or similar protection.
Subject to certain exceptions, the directors and officers of the
Corporation and its affiliates are insured to the extent of 100% of loss up to a
maximum of $35,000,000 (subject to certain deductibles) in each policy year
because of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as such directors or officers and up to a
maximum of $10,000,000 (subject to certain deductibles) in each policy year
because of any claim or claims made against them by reason of their wrongful
acts while acting in their capacities as fiduciaries in the administration of
certain of the Corporation's employee benefit programs. The Corporation is
insured, subject to certain retentions and exceptions, to the extent it shall
have indemnified the directors and officers for such loss.
Under each Amended and Restated Declaration of Trust, the Corporation
will agree to indemnify each of the Trustees, and to hold such Trustees harmless
against any loss, liability, or expense incurred without negligence or bad faith
on their part, arising out of or in connection with the acceptance of
administration of such Declaration of Trust, including the costs and expenses of
defense against or investigating any claim or liability in connection with the
exercise or performance of any of their powers or duties under the Declaration
of Trust, which is filed as an exhibit to this Registration Statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
1 * Form of Underwriting Agreement.
4(a) Certificate of Trust of Huntington Capital II.
4(b) Declaration of Trust of Huntington Capital II.
4(c) Certificate of Trust of Huntington Capital III.
4(d) Declaration of Trust of Huntington Capital III.
4(e) Certificate of Trust of Huntington Capital IV.
4(f) Declaration of Trust of Huntington Capital IV.
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4(g) Certificate of Trust of Huntington Capital V.
4(h) Declaration of Trust of Huntington Capital V.
4(i) Certificate of Trust of Huntington Capital VI.
4(j) Declaration of Trust of Huntington Capital VI.
4(k) * Indenture, between the Corporation and The Chase
Manhattan Bank, as Indenture Trustee.
4(l) * Form of Amended and Restated Declaration of Trust of
Huntington Capital II, III, IV, V, and VI.
4(m) * Form of Certificate of Capital Security for
Huntington Capital II, III, IV, V, and VI (included
as an exhibit to Exhibit 4(l)).
4(n) * Form of Guarantee Agreement for Huntington Capital
II, III, IV, V, and VI.
5(a) * Opinion of Porter, Wright, Morris & Arthur as to
validity of the Subordinated Debentures and the
Guarantee to be issued by the Corporation.
5(b) * Opinion of Richards, Layton & Finger as to validity
of the Capital Securities.
8 * Opinion of Porter, Wright, Morris & Arthur as to
certain federal income tax matters.
12 Computations of Consolidated Ratios of Earnings to
Fixed Charges.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of BDO Seidman, LLP.
23(c) * Consent of Porter, Wright, Morris & Arthur (included
in Exhibits 5(a) and 8).
23(d) * Consent of Richards, Layton & Finger (included in
Exhibit 5(b)).
24 Powers of Attorney.
25(a) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Indenture.
25(b) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Amended
and Restated Declaration of Trust of Huntington
Capital II.
25(c) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Amended
and Restated Declaration of Trust of Huntington
Capital III.
25(d) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Amended
and Restated Declaration of Trust of Huntington
Capital IV.
25(e) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Amended
and Restated Declaration of Trust of Huntington
Capital V.
25(f) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank to act as Trustee under the Amended
and Restated Declaration of Trust of Huntington
Capital VI.
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25(g) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Guarantee for the benefit of
the holders of the Capital Securities of Huntington
Capital II.
25(h) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Guarantee for the benefit of
the holders of the Capital Securities of Huntington
Capital III.
25(i) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Guarantee for the benefit of
the holders of the Capital Securities of Huntington
Capital IV.
25(j) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Guarantee for the benefit of
the holders of the Capital Securities of Huntington
Capital V.
25(k) Form T-1 Statement of Eligibility of The Chase
Manhattan Bank under the Guarantee for the benefit of
the holders of the Capital Securities of Huntington
Capital VI.
(b) FINANCIAL STATEMENT SCHEDULES
None.
* To be filed by Amendment
ITEM 17. UNDERTAKINGS.
Each of the undersigned Registrants hereby undertake:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii)to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in post-effective amendment by
those paragraphs is contained in periodic reports filed by a Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
II-4
<PAGE> 81
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) that, for the purposes of determining any liability under the
Securities Act of 1933:
(i) each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(ii) the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registration
pursuant to Rule 424(b)(1) or (4) or 487(h) under the Securities
Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective; and
(iii) each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
each Registrant pursuant to the foregoing provisions, or otherwise, each
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, and the Securities
Commission remains of the same opinion, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-5
<PAGE> 82
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on May 21, 1998.
HUNTINGTON BANCSHARES INCORPORATED
By: /s/ Gerald R. Williams
----------------------------------
Gerald R. Williams
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*Frank Wobst Chairman and Chief Executive Officer )
- ------------------------- (principal executive officer) )
Frank Wobst )
)
)
*Zuheir Sofia President, Chief Operating Officer )
- ------------------------- Treasurer, and Director )
Zuheir Sofia )
)
)
*Gerald R. Williams Executive Vice President and )
- ------------------------- Chief Financial Officer )
Gerald R. Williams (principal financial officer and )
accounting officer) )
)
)
)
Director )
- ------------------------- )
Don M. Casto, III )
) May 21, 1998
)
*Don Conrad Director )
- ------------------------- )
Don Conrad )
)
)
*Patricia T. Hayot Director )
- ------------------------- )
Patricia T. Hayot )
)
)
*Wm. J. Lhota Director )
- ------------------------- )
Wm. J. Lhota )
)
)
*Robert H. Schottenstein Director )
- ------------------------- )
Robert H. Schottenstein )
)
)
</TABLE>
II-6
<PAGE> 83
<TABLE>
<S> <C> <C>
*George A. Skestos Director )
- ------------------------- )
George A. Skestos )
)
)
*Lewis R. Smoot, Sr. Director )
- ------------------------- )
Lewis R. Smoot, Sr. )
) May 21, 1998
)
*Timothy P. Smucker Director )
- ------------------------- )
Timothy P. Smucker )
)
)
*William J. Williams Director )
- ------------------------- )
William J. Williams )
</TABLE>
*By: /s/ Gerald R. Williams
---------------------------
Gerald R. Williams, attorney in fact
Pursuant to the requirements of the Securities Act of 1933, Huntington
Capital II has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on May 21, 1998.
HUNTINGTON CAPITAL II
By: HUNTINGTON BANCSHARES INCORPORATED
as sponsor
By: /s/ Gerald R. Williams
--------------------------
Gerald R. Williams
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, Huntington
Capital III has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on May 21, 1998.
HUNTINGTON CAPITAL III
By: HUNTINGTON BANCSHARES INCORPORATED
as sponsor
By: /s/ Gerald R. Williams
--------------------------
Gerald R. Williams
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, Huntington
Capital IV has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on May 21, 1998.
HUNTINGTON CAPITAL IV
By: HUNTINGTON BANCSHARES INCORPORATED
as sponsor
By: /s/ Gerald R. Williams
--------------------------
Gerald R. Williams
Executive Vice President and
Chief Financial Officer
II-7
<PAGE> 84
Pursuant to the requirements of the Securities Act of 1933, Huntington
Capital V has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Columbus, State of
Ohio, on May 21, 1998.
HUNTINGTON CAPITAL V
By: HUNTINGTON BANCSHARES INCORPORATED
as sponsor
By: /s/ Gerald R. Williams
--------------------------
Gerald R. Williams
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, Huntington
Capital VI has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on May 21, 1998.
HUNTINGTON CAPITAL VI
By: HUNTINGTON BANCSHARES INCORPORATED
as sponsor
By: /s/ Gerald R. Williams
--------------------------
Gerald R. Williams
Executive Vice President and
Chief Financial Officer
II-8
<PAGE> 1
Exhibit 4(a)
CERTIFICATE OF TRUST
OF
HUNTINGTON CAPITAL II
THIS Certificate of Trust of Huntington Capital II (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby is
Huntington Capital II.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
<PAGE> 1
Exhibit 4(b)
DECLARATION OF TRUST
OF
HUNTINGTON CAPITAL II
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this
"Declaration"), by and among Huntington Bancshares Incorporated, a Maryland
banking corporation, as sponsor (the "Sponsor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation as trustee (the "Delaware Trustee"),
and Paul V. Sebert, as trustee (jointly, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Huntington Capital II"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement or Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any
of the officers, directors, employees and agents of the Delaware Trustee (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective and post-effective amendments thereto, relating to the
<PAGE> 2
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Preferred or Capital Securities of the Trust, (b) any preliminary prospectus
or prospectus or supplement thereto relating to the Preferred or Capital
Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred or Capital
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange or other exchange, or the National
Association of Securities Dealers ("NASD"), and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred or Capital Securities of the Trust to be listed on the New York Stock
Exchange or such other exchange, or the NASD's Nasdaq National Market; (iii) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred or Capital Securities of the Trust under the securities or "Blue Sky"
laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred or Capital
Securities of the Trust; and (v) to execute, deliver and perform on behalf of
the Trust an underwriting agreement with one or more underwriters relating to
the offering of the Preferred or Capital Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "Blue Sky" laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
HUNTINGTON BANCSHARES
INCORPORATED, as Sponsor
By:/s/ Gerald R. Williams
----------------------------------
Name: Gerald R. Williams
Title: Executive Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely
as trustee of the Trust
By:/s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
-3-
<PAGE> 1
Exhibit 4(c)
CERTIFICATE OF TRUST
OF
HUNTINGTON CAPITAL III
THIS Certificate of Trust of Huntington Capital III (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby is
Huntington Capital III.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust
By:/s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
<PAGE> 1
Exhibit 4(d)
DECLARATION OF TRUST
OF
HUNTINGTON CAPITAL III
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this
"Declaration"), by and among Huntington Bancshares Incorporated, a Maryland
banking corporation, as sponsor (the "Sponsor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation as trustee (the "Delaware Trustee"),
and Paul V. Sebert, as trustee (jointly, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Huntington Capital III"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement or Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any
of the officers, directors, employees and agents of the Delaware Trustee (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the
<PAGE> 2
case of the 1933 Act Registration Statement and 1934 Act Registration Statement
(as herein defined), on behalf of the Trust, (a) a Registration Statement (the
"1933 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of the Preferred or Capital
Securities of the Trust, (b) any preliminary prospectus or prospectus or
supplement thereto relating to the Preferred or Capital Securities of the Trust
required to be filed pursuant to the 1933 Act, and (c) a Registration Statement
on Form 8-A or other appropriate form (the "1934 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating to
the registration of the Preferred or Capital Securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange or other exchange, or the National Association of Securities
Dealers ("NASD"), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred or Capital
Securities of the Trust to be listed on the New York Stock Exchange or such
other exchange, or the NASD's Nasdaq National Market; (iii) to file and execute
on behalf of the Trust, such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents that shall be necessary or desirable to register the Preferred or
Capital Securities of the Trust under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iv) to execute and deliver letters or documents to, or instruments
for filing with, a depository relating to the Preferred or Capital Securities of
the Trust; and (v) to execute, deliver and perform on behalf of the Trust an
underwriting agreement with one or more underwriters relating to the offering of
the Preferred or Capital Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "Blue Sky" laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
HUNTINGTON BANCSHARES
INCORPORATED, as Sponsor
By: /s/ Gerald R. Williams
----------------------------------
Name: Gerald R. Williams
Title: Executive Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely
as trustee of the Trust
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
-3-
<PAGE> 1
Exhibit 4(e)
CERTIFICATE OF TRUST
OF
HUNTINGTON CAPITAL IV
THIS Certificate of Trust of Huntington Capital IV (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby is
Huntington Capital IV.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
<PAGE> 1
Exhibit 4(f)
DECLARATION OF TRUST
OF
HUNTINGTON CAPITAL IV
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this
"Declaration"), by and among Huntington Bancshares Incorporated, a Maryland
banking corporation, as sponsor (the "Sponsor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation as trustee (the "Delaware Trustee"),
and Paul V. Sebert, as trustee (jointly, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Huntington Capital IV"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement or Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any
of the officers, directors, employees and agents of the Delaware Trustee (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective and post-effective amendments thereto, relating to the
<PAGE> 2
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Preferred or Capital Securities of the Trust, (b) any preliminary prospectus
or prospectus or supplement thereto relating to the Preferred or Capital
Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred or Capital
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange or other exchange, or the National
Association of Securities Dealers ("NASD"), and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred or Capital Securities of the Trust to be listed on the New York Stock
Exchange or such other exchange, or the NASD's Nasdaq National Market; (iii) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred or Capital Securities of the Trust under the securities or "Blue Sky"
laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred or Capital
Securities of the Trust; and (v) to execute, deliver and perform on behalf of
the Trust an underwriting agreement with one or more underwriters relating to
the offering of the Preferred or Capital Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "Blue Sky" laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
HUNTINGTON BANCSHARES
INCORPORATED, as Sponsor
By:/s/ Gerald R. Williams
----------------------------------
Name: Gerald R. Williams
Title: Executive Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely
as trustee of the Trust
By:/s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual capacity
but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
-3-
<PAGE> 1
Exhibit 4(g)
CERTIFICATE OF TRUST
OF
HUNTINGTON CAPITAL V
THIS Certificate of Trust of Huntington Capital V (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby is
Huntington Capital V.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
<PAGE> 1
Exhibit 4(h)
DECLARATION OF TRUST
OF
HUNTINGTON CAPITAL V
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this
"Declaration"), by and among Huntington Bancshares Incorporated, a Maryland
banking corporation, as sponsor (the "Sponsor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation, as trustee (the "Delaware Trustee"),
and Paul V. Sebert, as trustee (jointly, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Huntington Capital V"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement or Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any
of the officers, directors, employees and agents of the Delaware Trustee (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective and post-effective amendments thereto, relating to the
<PAGE> 2
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Preferred or Capital Securities of the Trust, (b) any preliminary prospectus
or prospectus or supplement thereto relating to the Preferred or Capital
Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred or Capital
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange or other exchange, or the National
Association of Securities Dealers ("NASD"), and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred or Capital Securities of the Trust to be listed on the New York Stock
Exchange or such other exchange, or the NASD's Nasdaq National Market; (iii) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred or Capital Securities of the Trust under the securities or "Blue Sky"
laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred or Capital
Securities of the Trust; and (v) to execute, deliver and perform on behalf of
the Trust an underwriting agreement with one or more underwriters relating to
the offering of the Preferred or Capital Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "Blue Sky" laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
HUNTINGTON BANCSHARES
INCORPORATED, as Sponsor
By:/s/ Gerald R. Williams
----------------------------------
Name: Gerald R. Williams
Title: Executive Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely
as trustee of the Trust
By:/s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual capacity
but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
-3-
<PAGE> 1
Exhibit 4(i)
CERTIFICATE OF TRUST
OF
HUNTINGTON CAPITAL VI
THIS Certificate of Trust of Huntington Capital VI (the
"Trust"), dated as of May 21, 1998, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).
1. Name. The name of the business trust formed hereby is
Huntington Capital VI.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely as
trustee of the Trust
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual
capacity but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
<PAGE> 1
Exhibit 4(j)
DECLARATION OF TRUST
OF
HUNTINGTON CAPITAL VI
THIS DECLARATION OF TRUST is made as of May 21, 1998 (this
"Declaration"), by and among Huntington Bancshares Incorporated, a Maryland
banking corporation, as sponsor (the "Sponsor"), and Chase Manhattan Bank
Delaware, a Delaware banking corporation as trustee (the "Delaware Trustee"),
and Paul V. Sebert, as trustee (jointly, the "Trustees"). The Sponsor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Huntington Capital VI"
(the "Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Section 3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Trust Agreement or Declaration of Trust satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred or Capital Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such amended and restated Trust Agreement or Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect of the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise. Notwithstanding the foregoing, the
Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
4. The Sponsor hereby agrees to indemnify the Delaware Trustee and any
of the officers, directors, employees and agents of the Delaware Trustee (the
"Indemnified Persons") for, and to hold each Indemnified Person harmless
against, any liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.
5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its
discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective and post-effective amendments thereto, relating to the
<PAGE> 2
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Preferred or Capital Securities of the Trust, (b) any preliminary prospectus
or prospectus or supplement thereto relating to the Preferred or Capital
Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred or Capital
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange or other exchange, or the National
Association of Securities Dealers ("NASD"), and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred or Capital Securities of the Trust to be listed on the New York Stock
Exchange or such other exchange, or the NASD's Nasdaq National Market; (iii) to
file and execute on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents that shall be necessary or desirable to register the
Preferred or Capital Securities of the Trust under the securities or "Blue Sky"
laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred or Capital
Securities of the Trust; and (v) to execute, deliver and perform on behalf of
the Trust an underwriting agreement with one or more underwriters relating to
the offering of the Preferred or Capital Securities of the Trust.
In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "Blue Sky" laws.
6. This Declaration may be executed in one or more counterparts.
7. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
8. This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to
be duly executed as of the day and year first above written.
HUNTINGTON BANCSHARES
INCORPORATED, as Sponsor
By:/s/ Gerald R. Williams
----------------------------------
Name: Gerald R. Williams
Title: Executive Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but solely
as trustee of the Trust
By:/s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Vice President
PAUL V. SEBERT, not in his individual capacity
but solely as trustee of the Trust
/s/ Paul V. Sebert
----------------------------------
-3-
<PAGE> 1
Exhibit 12
<TABLE>
<CAPTION>
Three Months
Ended
March 31, Year Ended December 31,
------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- ---------- ---------- ---------- -------- --------
EXCLUDING INTEREST ON DEPOSITS
<S> <C> <C> <C> <C> <C> <C> <C>
Income before taxes .......... $131,644 $118,041 $ 459,164 $ 457,268 $ 429,084 $410,970 $402,656
Fixed charges:
Interest expense ...... 85,380 79,950 308,122 299,962 318,192 174,143 126,859
1/3 of net rent expense 2,266 2,344 9,572 9,166 8,657 9,034 8,048
-------- -------- ---------- ---------- ---------- -------- --------
Total fixed charges 87,646 82,294 317,694 309,128 326,849 183,177 134,907
-------- -------- ---------- ---------- ---------- -------- --------
Earnings ..................... $219,290 $200,335 $ 776,858 $ 766,396 $ 755,933 $594,147 $537,563
======== ======== ========== ========== ========== ======== ========
Fixed charges ................ $ 87,646 $ 82,294 $ 317,694 $ 309,128 $ 326,849 $183,177 $134,907
======== ======== ========== ========== ========== ======== ========
Ratio of Earnings
to Fixed Charges ...... 2.50 2.43 2.45 2.48 2.31 3.24 3.98
INCLUDING INTEREST ON DEPOSITS
Income before taxes .......... $131,644 $118,041 $ 459,164 $ 457,268 $ 429,084 $410,970 $402,656
Fixed charges:
Interest expense ...... 247,632 228,323 954,243 880,648 856,860 546,880 514,812
1/3 of net rent expense 2,266 2,344 9,572 9,166 8,657 9,034 8,048
-------- -------- ---------- ---------- ---------- -------- --------
Total fixed charges 249,898 230,667 963,815 889,814 865,517 555,914 522,860
-------- -------- ---------- ---------- ---------- -------- --------
Earnings ..................... $381,542 $348,708 $1,422,979 $1,347,082 $1,294,601 $966,884 $925,516
======== ======== ========== ========== ========== ======== ========
Fixed charges ................ $249,898 $230,667 $ 963,815 $ 889,814 $ 865,517 $555,914 $522,860
======== ======== ========== ========== ========== ======== ========
Ratio of Earnings
to Fixed Charges ...... 1.53 1.51 1.48 1.51 1.50 1.74 1.77
</TABLE>
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus and Prospectus
Supplement to Huntington Bancshares Incorporated for the registration of capital
securities and to the incorporation by reference therein of our report dated
January 14, 1998, with respect to the consolidated financial statements and
schedules of Huntington Bancshares Incorporated incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Columbus, Ohio
May 21, 1998
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated January
16, 1997, relating to the consolidated balance sheet of First Michigan Bank
Corporation as of December 31, 1996, and the related consolidated statements of
income, shareholders' equity and cash flows for the two years then ended,
appearing in Huntington Bancshares Incorporated's Annual Report on Form 10-K for
the year ended December 31, 1997.
/s/ BDO Seidman, LLP
- ---------------------
BDO Seidman, LLP
May 21, 1998
Grand Rapids, Michigan
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned officers and directors of Huntington Bancshares
Incorporated (the "Corporation") hereby appoints Richard A. Cheap, Judith D.
Fisher, and Gerald R. Williams, as the undersigned's attorneys or any of them
individually, with power to act without the other, as the undersigned's
attorney, to sign, in the undersigned's name and on the undersigned's behalf and
in any and all capacities stated below, and to cause to be filed with the
Securities and Exchange Commission (the "Commission"), the Corporation's
Registration Statement on the appropriate form (the "Registration Statement")
with respect to the shelf registration of up to $250,000,000 aggregate amount of
debt securities ("Debt Securities") of the Corporation to be issued and sold
from time to time in one or more series, either directly by the Corporation or
in the form of preferred capital securities ("Capital Securities") to be issued
by trusts, for which the Corporation will be the sponsor and the principal asset
of which will be the Debt Securities, and guarantees of the Company with respect
to such Capital Securities, and any and all amendments, including post-effective
amendments, to the Registration Statement, and any other documents in support
thereof or supplemental thereto, hereby granting unto such attorneys and each of
them full power and authority to do and perform in the name and on behalf of the
undersigned, and in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as the undersigned could
or might do in person, hereby granting to each such attorney-in-fact full power
of substitution and revocation, and hereby ratifying all that any such
attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents this
20th day of May, 1998.
SIGNATURE TITLE
/s/ Frank Wobst Chairman and Chief Executive Officer
- --------------------------- (principal executive officer)
Frank Wobst
/s/ Zuheir Sofia President, Treasurer, and Director
- ---------------------------
Zuheir Sofia
/s/ Gerald R. Williams Executive Vice President and Chief
- --------------------------- Financial Officer (principal financial
Gerald R. Williams officer and principal accounting officer)
<PAGE> 2
SIGNATURE TITLE
- --------------------------- Director
Don M. Casto III
/s/ Don Conrad Director
- ---------------------------
Don Conrad
/s/ Patricia T. Hayot Director
- ---------------------------
Patricia T. Hayot
/s/ Wm. J. Lhota Director
- ---------------------------
Wm. J. Lhota
/s/ Robert H. Schottenstein Director
- ---------------------------
Robert H. Schottenstein
/s/ George A. Skestos Director
- ---------------------------
George A. Skestos
/s/ Lewis R. Smoot, Sr. Director
- ---------------------------
Lewis R. Smoot, Sr.
/s/ Timothy P. Smucker Director
- ---------------------------
Timothy P. Smucker
/s/ William J. Williams Director
- ---------------------------
William J. Williams
<PAGE> 1
Exhibit 25(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
------------------------------------------------
JUNIOR SUBORDINATED DEBENTURES
(Title of the indenture securities)
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
-----------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ...................................... $ 12,037
Interest-bearing balances .............................. 4,054
Securities:
Held to maturity
securities .................................................. 2,340
Available for sale securities ............................... 50,134
Federal funds sold and securities purchased under
agreements to resell ................................... 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................. 125,161
Trading Assets .............................................. 61,820
Premises and fixed assets (including capitalized
leases) ..................................................... 2,961
Other real estate owned ..................................... 347
Investments in unconsolidated subsidiaries and
associated companies ................................... 242
Customers' liability to this bank on acceptances
outstanding ............................................ 1,380
Intangible assets ........................................... 1,549
Other assets ................................................ 11,727
--------
TOTAL ASSETS ................................................ $298,734
========
</TABLE>
- 3 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................................ $ 96,682
Noninterest-bearing ..............................$38,074
Interest-bearing ................................. 58,608
-------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's.............................................. 72,630
Noninterest-bearing ...................................$ 3,289
Interest-bearing ..................................69,341
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................... 42,735
Demand notes issued to the U.S. Treasury ................................ 872
Trading liabilities ..................................................... 45,545
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ...................... 4,454
With a remaining maturity of more than one year
through three years ......................................... 231
With a remaining maturity of more than three years ................ 106
Bank's liability on acceptances executed and outstanding ................ 1,380
Subordinated notes and debentures ....................................... 5,708
Other liabilities
11,295
TOTAL LIABILITIES ....................................................... 281,638
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................... 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ............... 10,291
Undivided profits and capital reserves .................................. 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (1)
Cumulative foreign currency translation adjustments ..................... 16
TOTAL EQUITY CAPITAL .................................................... 17,096
---------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $ 298,734
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-4-
<PAGE> 1
Exhibit 25(b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON CAPITAL TRUST II
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
----------------------------
Timothy E. Burke
Second Vice President
- 3 -
<PAGE> 1
Exhibit 25(c)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON CAPITAL TRUST III
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
--------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
----------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(d)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON CAPITAL TRUST IV
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
-----------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
---------------------------------
Timothy E. Burke
Second Vice President
- 3 -
<PAGE> 1
Exhibit 25(e)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON CAPITAL TRUST V
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
-------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(f)
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON CAPITAL TRUST VI
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
C/O HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
CAPITAL SECURITIES
(Title of the indenture securities)
-------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
-----------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(g)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
GUARANTEE WITH RESPECT TO CAPITAL SECURITIES OF
HUNTINGTON CAPITAL TRUST II
(Title of the indenture securities)
---------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
----------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(h)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
GUARANTEE WITH RESPECT TO CAPITAL SECURITIES OF
HUNTINGTON CAPITAL TRUST III
(Title of the indenture securities)
--------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
---------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(i)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
-----------------------------------------------
GUARANTEE WITH RESPECT TO CAPITAL SECURITIES OF
HUNTINGTON CAPITAL TRUST IV
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
-----------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(j)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
GUARANTEE WITH RESPECT TO CAPITAL SECURITIES OF
HUNTINGTON CAPITAL TRUST V
(Title of the indenture securities)
--------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
--------------------------------
Timothy E. Burke
Second Vice President
<PAGE> 1
Exhibit 25(k)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED
(Exact name of obligor as specified in its charter)
MARYLAND 31-0724920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(Address of principal executive offices) (Zip Code)
--------------------------------------------
GUARANTEE WITH RESPECT TO CAPITAL SECURITIES OF
HUNTINGTON CAPITAL TRUST VI
(Title of the indenture securities)
----------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of May, 1998.
THE CHASE MANHATTAN BANK
By /s/ Timothy E. Burke
--------------------------------
Timothy E. Burke
Second Vice President
