<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
------
Filed by a party other than the Registrant ______
Check the appropriate box:
____ Preliminary Proxy Statement
____ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
____ Definitive Proxy Statement
____ Definitive Additional Materials
X Soliciting Material under Rule 14a-12
- ----
EMPIRE BANC CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
- -----
_____ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:___________________
(5) Total fee paid:____________________________________________________
______ Fee paid previously with preliminary materials.
______ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:____________________________________________
(2) Form, Schedule or Registration Statement:__________________________
(3) Filing Party:______________________________________________________
(4) Date Filed:________________________________________________________
<PAGE>
February 28, 2000
Dear Shareholders and Friends:
On February 7, 2000, your board of directors and the board of directors of
Huntington Bancshares Incorporated of Columbus, Ohio, announced that they had
signed a Definitive Agreement to merge Empire Banc Corporation into Huntington
Bancshares. Enclosed is the news release describing the affiliation in detail.
As a result of this Agreement, we will not hold our traditional annual meeting
of shareholders in May. Rather, we anticipate a special shareholders' meeting
to be held in June. An announcement and proxy materials will be mailed prior to
the meeting.
We are pleased to reward our shareholders for their investment and look forward
to seeing you in June.
Respectfully yours,
/s/ James E. Dutmers, Jr.
James E. Dutmers, Jr.
Chairman
and Chief Executive Officer
<PAGE>
The material contained in this letter may be deemed to be solicitation material
in respect of the proposed acquisition of Empire by Huntington Bancshares
Incorporated pursuant to the Agreement and Plan of Merger and Supplemental
Agreement (collectively, the "Merger Document") between the parties dated as of
February 4, 2000. Moreover, Empire and its directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the Merger Documents.
The directors and executive officers of Empire and their beneficial ownership,
if one (1) percent or more, are as follows: James E. Dutmers, Jr., Chairman and
Chief Executive Officer (14.3%); Robert L. Israel, President and Chief Operating
Officer (3.3%); John R. Anderson; Michael H. Dennos; Donald A. Good, M.D.;
Deborah J. Knudsen; Thomas G. McIntyre; Ronald G. Reffitt, Sr.; John M.
Rockwood, Jr.; Laurence P. Skendzel, M.D.; Louis A. Smith (2.1%); William T.
Fitzgerald, Jr., Secretary/Treasurer (2.2%); James M. Merenda, Vice President
(1.5%); Bruce W. Reavely, Vice President (1.7%); Daniel G. Stoudt, Vice
President (1.9%); and Marilyn J. McCool, Vice President (1.1%).
As of February 23, 2000, all directors and executive officers of Empire as a
group beneficially own 969,657 shares of common stock, or 30.4% of the
outstanding common stock.
Shareholders of Empire and other investors are urged to read the proxy
statement-prospectus which will be included in the registration statement on
Form S-4 to be filed by Huntington with the Securities and Exchange Commission
in connection with the proposed merger because it will contain important
information. After it is filed with the SEC, the proxy statement-prospectus
will be available for free, both on the SEC's web site (www.sec.gov) and from
-----------
Empire and Huntington directly as follows:
Empire: Huntington:
Corporate Secretary Director of Investor Relations
Empire Banc Corporation Huntington Bancshares Incorporated
1227 E. Front Street Huntington Center
P. O. Box 1220 41 South High Street
Traverse City, Michigan Columbus, Ohio
49684-1220 43287
(231) 922-2111 (614) 480-3878
email: [email protected]
-----------------------------
<PAGE>
NEWS RELEASE [Huntington Logo]
FOR IMMEDIATE RELEASE
Submitted: February 7, 2000
For Further Information, Contact:
<TABLE>
<CAPTION>
Huntington Bancshares Empire Banc
- --------------------- -----------
<S> <C> <C>
Analysts
Laurie Counsel (614) 480-3878 William T. Fitzgerald, Jr. (231) 922-5615
Media
Tamara Lubic (MI media) (616) 355-9679 Robert L. Israel (231) 922-5614
Gail Gershwilm (OH media) (614) 480-5413
</TABLE>
HUNTINGTON BANCSHARES TO ACQUIRE EMPIRE BANC CORPORATION
COLUMBUS, Ohio - Huntington Bancshares Incorporated (NASDAQ: HBAN;
www.huntington.com) and Empire Banc Corporation (OTC: EMBM) jointly announced
- ------------------
today they have signed a definitive agreement for Huntington to acquire Empire
Banc Corporation, a bank holding company headquartered in Traverse City,
Michigan.
Empire Banc Corporation, with assets of $505.7 million and deposits of
$418.4 million, has 10 offices and 12 ATMs in northern Michigan. For the year
ended December 31, 1999, Empire Banc's net income was $7.3 million, with a
corresponding return on assets of 1.47% and a return on equity of 17.03%. Five
of the 10 offices to be purchased by Huntington are in Grand Traverse County;
the addition of these offices will increase Huntington's market share in that
county from seventh to second. Upon completion of the acquisition, Huntington
will have more than 130 banking offices, 200 ATMs, and 4.6 billion of deposits
in the state of Michigan.
"This affiliation is an excellent opportunity for Huntington to acquire
market share in Michigan that complements our already strong presence in that
state," said Frank Wobst, chairman and chief executive officer of Huntington
Bancshares Incorporated. "We recently have been successful in improving our
efficiency and streamlining our operations, including moving to a state-of-the-
art operations facility, and now we're poised to grow. Huntington is pleased to
have found such an attractive partner in Empire Banc, whose strong performance
ratios and emphasis on high asset quality so closely match our own. We have
great respect for the banking franchise that three generations of the Dutmers
family have built and the role they've played in the development of the area's
economy."
(more)
Visit The Huntington's web site at www.huntington.com
<PAGE>
"This agreement is exciting because it represents a significant opportunity
to serve Empire's customers, who will benefit from the additional breadth of
products and services Huntington has to offer," said Bill Kleven, president of
Huntington's Northwest Region.
Empire Banc shareholders will receive 2.0355 Huntington shares for each
share of Empire Banc in a tax-free exchange. This is equivalent to approximately
$43.25 per share based on Huntington's closing stock price on February 4, 2000.
The acquisition will be accounted for as a purchase and is expected to close by
the end of the second quarter of 2000. It is anticipated to be neutral to
earnings per share for 2000 and to be slightly accretive by 2001. Huntington
plans to issue approximately 6.5 million shares in connection with the
transaction, which are to be purchased on the open market.
"The decision to change strategic direction was not easy, but we are
confident our choice of Huntington is the right one for all of our
constituencies - our employees, customers, and stockholders," said James E.
Dutmers, Jr., chief executive officer of Empire Banc Corporation. "We have had
the privilege of getting to know the management team at Huntington and believe
Huntington, with its customer and community focus, innovative technology,
diversity of businesses, and financial strength, is the ideal partner for us as
we prepare for the challenges and opportunities of the next century." Continued
Dutmers, "This affiliation with Huntington enhances shareholder value, as our
shareholders receive a significant increase in the value of their investment
through capital appreciation and cash dividends."
Huntington Bancshares is a regional bank holding company headquartered in
Columbus, Ohio with assets of $29 billion. The Huntington has more than 134
years of serving the financial needs of its customers.
The Huntington provides innovative products and services through its more
than 600 offices in Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, New
Jersey, North Carolina, Ohio, South Carolina, and West Virginia. International
banking services are made available through the headquarters office in Columbus
and additional offices located in the Cayman Islands and Hong Kong. The
Huntington also offers products and services through its technologically
advanced, 24-hour telephone bank, a network of more than 1,400 ATMs, and its Web
Bank at www.huntington.com.
------------------
For faxed copies of current news releases, please call our fax-on-demand
service, Company News on Call, at (800) 758-5804 extension 423276.
(more)
<PAGE>
Forward-Looking Statement Disclosure:
This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, which are subject to
numerous assumptions, risks, and uncertainties. Actual results could differ
materially from those contained or implied by such 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, extent, and timing of governmental actions and reforms; and extended
disruption of vital infrastructure.
###
<PAGE>
HUNTINGTON BANCSHARES INCORPORATED
ACQUISITION OF EMPIRE BANC CORPORATION
Profile of Huntington Bancshares Incorporated
- ---------------------------------------------
. Headquarters - Columbus, Ohio
. 12/31/99 Assets - $29.04 billion
. Twelve Months Ended 12/31/99 Performance
-------------------------------------------
Net Income $422.1 million
Return on Average Assets 1.47%
Return on Average Equity 19.66%
Efficiency Ratio 51.76%
Book Value per Share 9.53
Assets ($billions)
. Principal Markets As of December 31, 1999
----------------- -----------------------
Ohio $ 16.95
Michigan $ 4.31
Florida $ 2.70
Kentucky $ 1.94
West Virginia $ 1.41
Indiana $ 1.21
Profile of Empire Banc Corporation
- ------------------------------------
. Headquarters - Traverse City, Michigan
. 12/31/99 Assets $505.7 million
Deposits $418.4 million
Equity $ 45.9 million
Banking Offices 10
. Twelve Months Ended 12/31/99 Performance
----------------------------------------
Net Income $7.3 million
Return on Average Assets 1.47%
Return on Average Equity 17.03%
Efficiency Ratio 61.40%
