-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EosrFH59H8xWY3DifK6tm7fKBavqals7bryaONd5D6w/njnLqq4Q9c1ehMilmsRs grL5uYGE4qdIMpjDyO9TRw== 0000950152-98-006074.txt : 19980723 0000950152-98-006074.hdr.sgml : 19980723 ACCESSION NUMBER: 0000950152-98-006074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980714 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980721 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNTINGTON BANCSHARES INC/MD CENTRAL INDEX KEY: 0000049196 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310724920 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-02525 FILM NUMBER: 98669115 BUSINESS ADDRESS: STREET 1: HUNTINGTON CTR STREET 2: 41 S HIGH ST HC0632 CITY: COLUMBUS STATE: OH ZIP: 43287 BUSINESS PHONE: 6144808300 MAIL ADDRESS: STREET 1: HUNTINGTON CENTER2 STREET 2: 41 S HIGH ST HC063 CITY: COLUMBUS STATE: OH ZIP: 43287 8-K 1 HUNTINGTON BANCSHARES 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ DATE OF REPORT: JULY 14, 1998 ------------------ HUNTINGTON BANCSHARES INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------ Maryland 0-2525 31-0724920 - ---------------- --------------------- ---------------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ------------------ Huntington Center 41 South High Street Columbus, Ohio 43287 (614) 480-8300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------ 2 ITEM 5. OTHER EVENTS. On July 14, 1998, Huntington Bancshares Incorporated ("Huntington") issued a news release announcing its earnings for the second quarter and six months ended June 30, 1998. The information contained in the news release, which is attached as an exhibit to this report, is incorporated herein by reference. On July 21, 1998, Huntington filed a Request for Withdrawal of its Registration Statement on Form S-3, Registration No. 333-48667, that was originally filed with the Securities and Exchange Commission on March 26, 1998. Huntington is withdrawing the Registration Statement because it does not intend to conduct the offering of shares of Common Stock contemplated in the Registration Statement. No shares of Common Stock of Huntington have been sold, or will be sold, pursuant to the Registration Statement. The information contained or incorporated by reference in this Current Report on Form 8-K may contain forward-looking statements 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, and the nature and extent of legislative and regulatory actions and reforms. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99 -- News release of Huntington Bancshares Incorporated, dated July 14, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HUNTINGTON BANCSHARES INCORPORATED Date: July 21, 1998 By: /s/ Gerald R. Williams --------------------------------------------- Gerald R. Williams, Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description Page 99 * News release of Huntington Bancshares Incorporated issued on July 14, 1998. - ------------------- * Filed with this report. EX-99 2 EXHIBIT 99 1 Exhibit 99 NEWS RELEASE [HUNTINGTON BANKS LOGO] FOR IMMEDIATE RELEASE SUBMITTED: JULY 14, 1998 FOR FURTHER INFORMATION, CONTACT: MEDIA ANALYSTS - ----- -------- HILLARY JEFFERS (614) 480-5413 LAURIE COUNSEL (614) 480-3878 CHERI GRAY (614) 480-3803 HUNTINGTON BANCSHARES' SECOND QUARTER YIELDS SUCCESSFUL FLORIDA BRANCH INTEGRATION AND 10% INCREASE IN EARNINGS PROPOSED STOCK OFFERING CANCELLED COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN; www.huntington.com) today reported second quarter basic earnings per share of $.48 and announced the successful conversion of its Florida acquisition of 60 banking offices totaling $1.3 billion in loans and $2.3 billion in deposits. The acquisition, which closed June 26, 1998, brings total deposits in the Florida market to nearly $4 billion and makes Huntington the sixth largest bank in the state. The company formerly announced that, in conjunction with the Florida acquisition, it intended to issue up to 8.5 million shares of common stock. During the second quarter, Huntington began to strategically reposition its balance sheet by decreasing its investment securities held for sale by $2.0 billion and exiting its out-of-market credit card operations. These actions, combined with the issuance of $300 million in subordinated debt and $100 million in trust preferred securities, eliminated the need for the proposed common stock offering. Accordingly, the company will withdraw its registration statement previously filed with the Securities and Exchange Commission in connection with the offering. "Our efforts in the second quarter were important for both the financial results we achieved and for the numerous strategic actions we took to ensure the future success of The Huntington," said Frank Wobst, chairman and chief executive officer of Huntington Bancshares Incorporated. "I am very pleased with the smooth integration of the new Florida offices and the promise they bring to our already existing presence in that state. I am also encouraged by the positive trends seen in the various sources of fee income, which were up 25% this quarter, particularly brokerage, insurance and mortgage banking." (more) 2 For the second quarter of 1998, Huntington reported net income of $92.3 million, compared with $83.6 million for the same period one year ago, an increase of 10.4%. Diluted earnings per share of $.47 for the quarter increased 9.3% from $.43 per share reported in the year-ago quarter. For the recent three months, Huntington's return on average equity (ROE) was 17.70% and return on average assets (ROA) was 1.42%, compared with 18.07% and 1.33% for the same three months in 1997. Year to date, Huntington's ROE was 17.72% and ROA was 1.40%, compared with 17.75% and 1.30% for the same six months in 1997. Comparative ROE, ROA and earnings per share (EPS) on a cash basis for the second quarter and year-to-date in 1998 and 1997 are outlined in the table below. CASH BASIS ------------------------------------------------- 2nd Qtr. YTD ------------------ ------------------- 1998 1997 1998 1997 ---- ---- ---- ---- ROE 21.17% 21.90% 21.13% 21.24% ROA 1.49% 1.40% 1.47% 1.37% EPS $.50 $.45 $.98 $.88 Commercial loan growth of 14% on a linked quarter basis showed strengthening trends. Mortgage loan origination continued to be strong with origination volume up 85% from the year-ago quarter. The $1.2 billion in mortgage loan production during the first half of this year nearly equals the total amount closed in 1997. Consumer loans grew 6% on a linked quarter basis, reflecting the impact of refinance activity on The Huntington's equity lending products. The company's continued focus on increasing transaction deposits is reflected in the linked quarter growth of 6.4%. Net interest income for the quarter was $247.4 million, down $7.4 million from the previous quarter, reflecting the decrease in earning assets and tighter loan spreads. The net interest margin was 4.23% in the second quarter versus 4.30% in the previous quarter. Core non-interest income grew 25% to $97.4 million for the second quarter, compared with $77.9 million during the same period last year. Reflecting increases across all categories, core non-interest income now represents 28% of total revenues, up from 22.8% a year ago, and moves the company closer to its 30% goal. Mortgage banking income increased 49.6% or $5.0 million due to continued strong origination activity, 25% of which came from referrals by the retail banking offices. ATM usage, The Huntington's Check Card product, telephone bill pay, and on-line banking services drove electronic banking fees up 21.4%, while brokerage and (more) 3 insurance income increased 36.2% over the second quarter of 1997. Off-balance sheet managed assets, namely insurance in force, trust assets, proprietary mutual funds and mortgage loans serviced totaled $21.1 billion and are growing at an annualized rate of 25.6%. Non-interest expense for the quarter was $208.3 million, compared with $185.8 million one year ago. Much of the increase can be attributed to volume sensitive expenses such as higher sales commissions related to the increase in fee income and increased communications expenses due to expanded ATMs. For the second quarter, the company increased its loan loss reserve to 1.50% compared with 1.39% for the same period last year. Net charge-offs as a percent of average loans were .41% for the 1998 second quarter, compared with .51% for the 1998 first quarter. Non-performing assets were $101.7 million, or .53% of total loans and other real estate. The Huntington's average equity to average assets was 8.02% in the most recent three month period. Tier 1 and total risk-based capital ratios were 7.22% and 11.05%, respectively, at June 30, 1998. Huntington Bancshares is a regional bank holding company headquartered in Columbus, Ohio with assets of $28 billion. Through its affiliated companies, The Huntington has more than 132 years of serving the financial needs of its customers. The Huntington provides innovative products and services through its more than 600 offices in Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina and West Virginia. International banking services are made available through the headquarters office in Columbus and additional offices located in the Cayman Islands and Hong Kong. The Huntington also offers products and services through its technologically-advanced, 24-hour telephone bank, a network of more than 1,300 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. ### 4 HUNTINGTON BANCSHARES INCORPORATED COMPARATIVE SUMMARY (CONSOLIDATED) (in thousands, except per share amounts)
CONSOLIDATED RESULTS THREE MONTHS ENDED SIX MONTHS ENDED OF OPERATIONS JUNE 30, JUNE 30, - ------------------------------------------------- ---------------------- CHANGE ---------------------- CHANGE 1998 1997 % 1998 1997 % -------- -------- ------ -------- -------- ------ Interest Income $491,268 $503,018 (2.3)% $993,748 $978,892 1.5% Interest Expense 243,839 240,060 1.6 491,471 468,383 4.9 -------- -------- -------- -------- Net Interest Income 247,429 262,958 (5.9) 502,277 510,509 (1.6) Provision for Loan Losses 24,595 30,831 (20.2) 46,776 53,211 (12.1) Securities Gains 14,316 3,604 N.M. 17,405 5,702 N.M. Non-Interest Income 106,953 77,897 37.3 200,631 152,530 31.5 Non-Interest Expense 208,291 185,805 12.1 406,081 369,666 9.9 Provision for Income Taxes 43,503 44,220 (1.6) 85,661 85,082 0.7 -------- -------- -------- -------- NET INCOME $ 92,309 $ 83,603 10.4% $181,795 $160,782 13.1% ======== ======== ======== ======== PER COMMON SHARE AMOUNTS - ------------------------ Net Income per Common Share (1) Basic $0.48 $0.44 9.1% $0.95 $0.85 11.8% Diluted $0.47 $0.43 9.3% $0.93 $0.84 10.7% Cash Dividends Declared (2) $0.18 $0.16 12.5% $0.36 $0.32 12.5% Shareholders' Equity (period end) (2) $10.08 $9.17 10.0% $10.08 $9.17 10.0% AVERAGE COMMON SHARES (1) Basic 192,363 191,346 0.5% 192,263 190,222 1.1% Diluted 195,149 193,453 0.9% 194,761 192,344 1.3% KEY RATIOS Return On: Average Total Assets 1.42% 1.33% 1.40% 1.30% Average Shareholders' Equity 17.70% 18.07% 17.72% 17.75% Efficiency Ratio 58.97% 54.09% 57.16% 55.33% Net Interest Margin 4.23% 4.54% 4.27% 4.47% Average Equity/Average Assets 8.02% 7.35% 7.90% 7.33% Period-end Capital Ratios (3): Tier I Risk-Based Capital 7.22% 8.99% 7.22% 8.99% Total Risk-Based Capital 11.05% 12.07% 11.05% 12.07% Tier I Leverage 6.76% 7.58% 6.76% 7.58%
CONSOLIDATED STATEMENT THREE MONTHS ENDED SIX MONTHS ENDED OF CONDITION DATA JUNE 30, JUNE 30, - ------------------------------------------------ -------------------------- CHANGE -------------------------- CHANGE 1998 1997 % 1998 1997 % ----------- ----------- ------ ----------- ----------- ------ Average Total Loans $17,843,277 $17,661,702 1.0% $17,742,635 $17,352,413 2.2% Average Total Deposits $17,453,550 $17,348,782 0.6 $17,467,802 $16,861,153 3.6 Average Total Assets $26,071,768 $25,238,176 3.3 $26,200,320 $24,912,199 5.2 Average Shareholders' Equity $ 2,091,636 $ 1,856,000 12.7 $ 2,069,223 $ 1,826,682 13.3 ASSET QUALITY (PERIOD END) Non-performing loans $ 80,137 $ 65,554 Total non-performing assets $ 101,653 $ 79,988 Allowance for loan losses/total loans 1.50% 1.39% Allowance for loan losses/non-performing loans 357.97% 378.11% Allowance for loan losses and other real estate/non-performing assets 280.64% 306.51%
(1) Excludes impact of ten percent stock dividend to be distributed in July 1998. (2) Adjusted for the ten percent stock dividend to be payable July 1998. (3) Estimated. N.M. - Not Meaningful -----END PRIVACY-ENHANCED MESSAGE-----