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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: MARCH 13, 2000
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HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Maryland 0-2525 31-0724920
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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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)
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ITEM 5. OTHER EVENTS.
UPDATE OF REGULATORY MATTERS
Effective as of March 13, 2000, the Board of Governors of the Federal
Reserve System (the "Federal Reserve") determined that Huntington Bancshares
Incorporated ("HBI") had made an effective election to become a financial
holding company. Title I of the Gramm-Leach-Bliley Act (the "GLBA"), which took
effect on March 11, 2000, amended Section 4 of the Bank Holding Company Act of
1956 (the "BHC Act") to permit a bank holding company that qualifies as a
financial holding company to engage, pursuant to new Section 4(k) of the BHC
Act, in a broader range of financial activities, including insurance
underwriting, securities underwriting and dealing, and merchant banking
activities, than may be engaged in by bank holding companies and non-U.S. banks
that do not qualify as financial holding companies.
In order for a bank holding company to become a financial
holding company all of its depository institution subsidiaries must be "well
capitalized". A depository institution is "well capitalized" if it has a tier 1
risk-based capital ratio of at least 6%, a total risk-based capital ratio of at
least 10%, a leverage ratio of at least 5%, and it is not subject to any formal
supervisory action. In addition, all of the depository institution subsidiaries
of the bank holding company must be "well managed". A depository institution is
"well managed" if it has received a satisfactory rating in its most recent
supervisory examination or subsequent review and at least a "satisfactory"
rating for management, if such a rating is given. Finally, all of the bank
holding company's subsidiary insured depository institutions must have received
ratings of "satisfactory" or better in their most recent examinations for
compliance with the Community Reinvestment Act of 1977 ("CRA"). Depository
institutions acquired by the financial holding company within twelve months
prior to the date on which the election is filed will be excluded from this test
even if they have less than a satisfactory CRA rating as long as the financial
holding company has submitted a plan to the applicable Federal banking agency to
improve the acquired depository institution's CRA rating and the Federal banking
agency has accepted such plan.
GLBA requires the depository institution subsidiaries of a
financial holding company to continue to meet the well capitalized and well
managed tests in order to continue engaging in the full range of financial and
incidental activities permitted by GLBA. If the Federal Reserve determines that
a financial holding company (other than one that engages only in the non-banking
activities currently permitted by Section 4(c)(8) of the BHC Act) no longer
satisfies the well capitalized and well managed tests, it will be required to
enter into an agreement within 45 days with the Federal Reserve to correct these
conditions. If the conditions are not corrected within 180 days after the
Federal Reserve first notified the financial holding company of its failure to
meet the well capitalized or well managed tests, the Federal Reserve may require
the financial holding company to either divest any depository institution
subsidiaries it controls or cease to engage in any financial or incidental
activity that is not permissible for bank holding companies under Section
4(c)(8) of the BHC Act. GLBA permits the financial holding company to elect
which of the two alternative courses of action it will pursue, and also permits
the Federal Reserve to extend the 180 day cure period indefinitely if the
Federal Reserve in its discretion determines such extensions to be appropriate.
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In addition, GLBA provides that a financial holding company
may not commence any new financial activity or activity incidental thereto, or
acquire any company engaged in such financial or incidental activities (other
than investments made in connection with certain previously commenced merchant
banking and insurance company portfolio investment activities), if any insured
depository institution subsidiary of such financial holding company has received
a rating of less than satisfactory in its last CRA examination. A similar
restriction applies to insured depository institutions that conduct financial
activities and activities incidental thereto through financial subsidiaries in
the event such institution receives less than a satisfactory CRA examination
rating.
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: March 27, 2000 By: /s/ Anne Creek
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Anne Creek, Executive Vice President and
Chief Financial Officer