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Filed pursuant to Rule 424(b)(3)
File No. 33-52569
PROSPECTUS
HUNTINGTON BANCSHARES INCORPORATED
HUNTINGTON CENTER
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
(614) 480-8300
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DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
COMMON STOCK, WITHOUT PAR VALUE
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Welcome to the Huntington Bancshares Incorporated Dividend Reinvestment
and Common Stock Purchase Plan. The plan provides holders of our common stock
with a simple and convenient method of purchasing additional shares of common
stock through investment of cash dividends and optional cash payments without
payment of brokerage commissions or service charges. Investment options offered
under the plan are:
o Full Dividend Reinvestment - Reinvest dividends on all shares
of common stock owned at the "Average Market Value"
(determined as described in Question 11).
o Partial Dividend Reinvestment - Reinvest dividends on a
portion of the shares of common stock owned at the Average
Market Value and receive cash dividends on the remaining
shares.
o Optional Cash Purchases - Purchase shares of common stock with
optional cash payments of not less than $200 per payment up to
a maximum of $10,000 per calendar quarter. Only participants
who have elected to reinvest all or a portion of their cash
dividends may make optional cash purchases.
All shares of common stock purchased for a participant under the plan
through dividend reinvestment or optional cash contributions will be held by us
in the participant's Dividend Reinvestment Account. Cash dividends on shares
held in a plan account are automatically reinvested to purchase additional
shares of common stock regardless of which investment option is selected.
Shares of common stock may be purchased directly from us or purchased
in open market transactions, or a combination of both, at our option. The price
to participants per share of common stock purchased under the plan from us with
reinvested dividends and optional cash payments will be equal to the average of
the daily high and low sale prices of the common stock on the Nasdaq Stock
Market for the five trading days immediately preceding such purchase. The price
to participants per share of common stock purchased in the open market with
reinvested dividends and optional cash payments will be equal to the weighted
average of the price paid for all shares acquired for the plan in the quarterly
period.
This prospectus relates to 17,469,375 shares of our common stock (as
adjusted for stock splits and stock dividends) registered for purchase under the
plan, of which 10,227,826 remain available as of the date of this prospectus. IT
IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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Our common stock is traded on the Nasdaq Stock Market under the symbol "HBAN"
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The date of this prospectus is March 27, 2001
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TABLE OF CONTENTS
PAGE
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HUNTINGTON....................................................................3
THE PLAN......................................................................3
PURPOSE AND ADVANTAGES.....................................................3
ADMINISTRATION.............................................................4
PARTICIPATION..............................................................4
PURCHASES..................................................................5
OPTIONAL CASH PURCHASES....................................................7
COSTS......................................................................8
FEDERAL INCOME TAX CONSEQUENCES............................................8
REPORTS TO PARTICIPANTS...................................................10
DIVIDENDS.................................................................10
CERTIFICATES FOR SHARES...................................................11
WITHDRAWAL OF SHARES......................................................12
TERMINATION OF PARTICIPATION IN THE PLAN..................................12
OTHER INFORMATION.........................................................13
USE OF PROCEEDS..............................................................15
EXPERTS......................................................................15
LEGAL OPINION................................................................16
INDEMNIFICATION..............................................................16
WHERE YOU CAN FIND MORE INFORMATION..........................................16
You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. The information in this prospectus may only be
accurate on the date of this prospectus. This prospectus may be used only where
it is legal to sell these securities.
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HUNTINGTON
Huntington Bancshares Incorporated was incorporated in 1966 and is a
regional bank holding company headquartered in Columbus, Ohio. Our 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, issuing commercial paper
guaranteed by us, and providing other financial products and services.
Our principal executive offices are located at the Huntington Center,
41 South High Street, Columbus, Ohio 43287 (telephone (614) 480-8300).
THE PLAN
Our Dividend Reinvestment and Common Stock Purchase Plan was initially
approved by our Board of Directors on July 20, 1983. Amendments to the plan were
approved by the Board of Directors on February 16, 1994, effective as of March
1, 1994, on August 21, 1996, effective as of January 3, 1997, and on September
14, 1998, effective as of October 30, 1998. On May 17, 2000, effective as of
June 30, 2000, our Board of Directors approved a change in the Plan
Administrator. The following questions and answers explain and constitute the
plan.
PURPOSE AND ADVANTAGES
1. What is the purpose of the plan?
The purpose of the plan is to provide holders of record of our common
stock with a simple and convenient method to increase share ownership through
the investment of cash dividends and optional cash contributions without payment
of brokerage commissions or service charges. To the extent that such additional
shares are purchased from us, we will receive additional funds for general
corporate purposes.
2. What are the advantages of the plan?
o Our common stock may be purchased through reinvested dividends on all
or a portion of a participant's shares of common stock at Average
Market Value (as defined in Question 11).
o Participants will pay no service charges or brokerage commissions in
connection with purchases of common stock made under the plan.
o Full investment of funds is possible under the plan, because fractional
shares, as well as full shares, will be credited to a participant's
plan account.
o Participants can avoid the inconvenience of safekeeping certificates
for shares credited to their plan accounts since certificates for such
shares will only be issued at the request of a participant or upon
termination of participation. In addition, participants may deposit
shares currently held in certificate form with the Plan Administrator.
At the option of the participant, these shares may be added to the
participant's plan account, or held outside of the plan account so that
future cash dividends will be sent directly to the participant. This
will relieve participants of the responsibility for loss, theft, or
destruction of their certificates.
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o Participants may make optional cash payments for the purchase of shares
systematically through pre-arranged quarterly debits from an eligible
deposit account at our financial institution subsidiaries or at other
financial institutions.
o Participants who have elected partial dividend reinvestment may have
the cash portion of each dividend payment electronically deposited
directly into a savings or checking account.
o Periodic statements of account will simplify record keeping.
ADMINISTRATION
3. Who administers the plan for participants?
Computershare Investor Services, as Plan Administrator, administers the
plan, keeps records, sends statements of account to each participant, and
performs other duties related to the plan. Shares purchased for participants in
the plan and held in their plan accounts and shares deposited by participants
with the Plan Administrator for safekeeping are held by or through the Plan
Administrator until a participant makes a written request for certificates for
all or part of his shares (see Question 26), or his participation is terminated
(see Question 29). The Plan Administrator also acts as dividend disbursing and
transfer agent for our common stock. All questions and correspondence concerning
the plan should be addressed to the Plan Administrator as follows:
Computershare Investor Services
P.O. Box A 3309
Chicago, IL 60609-3309
Telephone: (800) 725-0674
Shares purchased under the plan and held in a participant's plan
account and shares deposited by participants with the Plan Administrator for
safekeeping will be registered in the name of the participant and held by the
Plan Administrator in book entry form.
PARTICIPATION
4. Who is eligible to participate?
A holder of record of at least one share of common stock is eligible to
participate in the plan. Any shareholder whose shares are registered in a name
other than his own (as, for example, in the name of a broker or bank nominee)
must either become a shareholder of record by having his shares transferred into
his own name or make appropriate arrangements with his broker or bank to
participate in the plan for the benefit of such shareholder.
5. How does a shareholder participate?
A holder of record of one or more shares of our common stock may join
the plan at any time by completing and signing an Authorization Form and sending
it to the Plan Administrator. An Authorization Form may be obtained by
contacting the Plan Administrator (see Question 3).
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6. Is partial participation possible?
Partial participation in the plan is possible with respect to a
specified number of shares of common stock held in certificate form or deposited
into a participant's plan account. Dividends on shares held in a plan account
which have been purchased through reinvested dividends or with optional cash
contributions must be reinvested.
A participant who desires to utilize the partial dividend reinvestment
option may specify on the Authorization Form the number of shares of common
stock to be reinvested. On each dividend payment date, dividends on that number
of shares of common stock will be reinvested in additional shares of common
stock (see Question 10).
A plan participant who has elected partial dividend reinvestment may
arrange to have the cash portion of each dividend payment electronically
deposited directly into a savings or checking account (see Question 22). Unless
an arrangement for electronic payment is made, the participant will receive a
dividend check representing the dividends paid on the shares that are not
reinvested under the plan.
7. May a shareholder make only optional cash payments under the plan?
No. Only participants who have elected to reinvest all or a portion of
their cash dividends may make optional cash purchases of common stock.
8. When may a shareholder join the plan?
Holders of record may join the plan at any time. Reinvestment of
dividends will begin with the next dividend payment after receipt of a properly
completed and signed Authorization Form, PROVIDED THAT IT IS RECEIVED BY THE
PLAN ADMINISTRATOR AT LEAST SEVEN BUSINESS DAYS BEFORE THE RECORD DATE FOR THAT
DIVIDEND. Record dates for dividends paid by us have usually preceded the
payment dates by approximately 15 days. Dividend payment dates are ordinarily
the first business days of January, April, July, and October.
A shareholder enrolled in the plan will continue to be enrolled with
the full or partial dividend reinvestment option specified on his most recently
dated Authorization Form, without further action on his part, unless he changes
his election by completing and signing a new Authorization Form (see Question 9)
or gives notice in writing to the Plan Administrator that he wishes to withdraw
from the plan (see Question 26).
9. How may a participant change options under the plan?
A participant may change the investment option at any time by properly
completing and signing a new Authorization Form and returning it to the Plan
Administrator. An Authorization Form may be obtained at any time by contacting
the Plan Administrator (see Question 3). Any change in the investment option
will be effective for the next dividend payment after receipt by the Plan
Administrator of the new Authorization Form, provided it is received at least
five business days before the record date for that dividend.
PURCHASES
10. When will shares be purchased under the plan?
When shares of common stock are purchased under the plan directly from
us, cash dividends and optional cash payments will be invested on each dividend
payment date for the common stock or, in the event we do not pay a
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dividend in a particular calendar quarter, optional cash payments received by
the fifth business day prior to the end of the preceding calendar quarter will
be invested on the first business day of the quarter.
When shares of common stock are purchased under the plan in the open
market, cash dividends and optional cash payments will be invested as soon as
practicable on or after each dividend payment date for the common stock or, in
the event we do not pay a dividend in a particular calendar quarter, optional
cash payments received by the fifth business day prior to the end of the
preceding calendar quarter will be invested as soon as practicable on or after
the first business day of the quarter.
11. What will be the price of shares purchased under the plan?
The purchase price per each share of common stock purchased directly
from us for participants in the plan with both reinvested dividends and optional
cash payments will be equal to the average of the daily high and low sale prices
of the common stock on the Nasdaq Stock Market for the five trading days
immediately preceding such purchase. If the high and low sale prices for the
common stock are not reported on the Nasdaq Stock Market, or there is no trading
in the common stock on any such trading day, the purchase price shall be
determined by us on the basis of such market quotations as are available during
such immediately preceding five trading days.
The purchase price per each share of common stock acquired in the open
market for participants in the plan with both reinvested dividends and optional
cash payments will be equal to the weighted average price of all shares of
common stock acquired for the plan with the proceeds from all reinvested
dividends and all optional cash payments for any quarterly period.
The averages computed above to determine the purchase price of shares
of common stock are referred to in this prospectus as the "Average Market Value"
of the common stock.
12. How are shares acquired under the plan?
We expect that shares of our common stock acquired by participants in
the plan will be newly issued shares, but we reserve the right, at any time and
from time to time, not to make newly issued shares available to the plan.
The Plan Administrator will use cash dividends and optional cash
payments to acquire newly issued shares of common stock, if available, directly
from us. If we are not then making newly issued shares available for purchase,
funds to be invested will be used by the Plan Administrator to purchase shares
of common stock in the open market.
13. How many shares will be purchased for participants?
The number of shares that will be purchased for a participant's plan
account will depend upon the amount of dividends or optional cash payments to be
invested and the applicable purchase price of the common stock. A participant's
plan account will be credited with the number of shares (including any
fractional shares computed to four decimal places) that results from dividing
the dollar amount of dividends or optional cash payments to be invested by the
applicable purchase price (see Question 11).
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OPTIONAL CASH PURCHASES
14. How are optional cash purchases made?
An optional cash payment may be made by check or money order, or
systematically through pre-arranged quarterly debits from an eligible deposit
account at our financial institution subsidiaries or at other financial
institutions. Each optional cash payment for a plan participant in any one
calendar quarter must be at least $200 and the total amount that can be invested
during any one calendar quarter for a participant, whether by check or money
order forwarded to the Plan Administrator or by an automatic account debit, may
not exceed $10,000. The same amount of money need not be sent each time, and
there is no obligation to make any additional cash purchases. Dividends
reinvested are not counted towards the $10,000 quarterly limit for investments
under the plan.
Optional cash payments may be made when enrolling by enclosing a check
or money order with the Authorization Form, or thereafter by establishing
systematic investment (see Question 15) or by forwarding a check or money order
to the Plan Administrator with the remittance form attached to the bottom of
each periodic statement of account.
15. How does a shareholder sign up for systematic investment?
The systematic investment option is a method of making regular
quarterly optional purchases of our common stock without the need to write and
mail a check or money order every time. Systematic investments in our common
stock may be made through automatic pre-arranged quarterly debits from the
following deposit accounts:
o regular or interest checking accounts, savings accounts, money
market accounts, or other deposit accounts accessible by check
that are maintained with us or one of our subsidiaries, or
o deposit accounts at other financial institutions that may be
accessed by check and electronic funds transfer debit.
Participants may wish to contact a representative from their financial
institution to verify that their deposit accounts may be electronically debited
before electing this option.
To establish an automatic quarterly debit from an eligible deposit
account, a plan participant must send the Plan Administrator a completed and
signed Authorization Form and, if the account to be debited is a checking
account, a voided check (write the word "void" across the face of a blank
check). The Authorization Form requests certain information about the financial
institution where the account is maintained, such as the ABA Transit Routing
number of that financial institution. If necessary, a plan participant electing
this option should request assistance from a representative of his financial
institution in completing this information. If the shares in a plan account are
jointly held, all registered owners must sign the Authorization Form. If the
eligible deposit account is in a name other than the name of the registered
owner(s) indicated on the plan account, all deposit account owners must execute
the Authorization Form. The shares of our common stock purchased with the amount
debited from an eligible account will be registered in the name of the
registered owner of the shares held in the plan account.
A plan participant should allow up to five business days for the Plan
Administrator to establish an automatic debit after receipt of an Authorization
Form. Automatic account debits will be made on the seventh business day before
the end of each calendar quarter (a "Debit Date").
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A plan participant may discontinue or alter quarterly account debits by
completing and submitting to the Plan Administrator a new Authorization Form or
otherwise notifying the Plan Administrator in writing. Participants should allow
up to five business days after receipt of such instructions by the Plan
Administrator for an automatic debit to be discontinued or altered. If the
entire amount authorized on the Authorization Form for automatic quarterly
account debit is not available in the participant's designated account on the
Debit Date of any one quarter, no funds will be withdrawn from the designated
account for that quarter. If the funds from an automatic account debit are not
received by the Plan Administrator in a timely fashion for any reason, the Plan
Administrator will not purchase our common stock for the plan participant on the
next scheduled purchase date (see Question 10) unless it has received funds from
another source.
16. When will optional cash payments be invested?
Optional cash payments received by the fifth business day prior to the
end of a calendar quarter will be applied to the purchase of additional shares
of common stock as stated in Question 10. UNDER NO CIRCUMSTANCES WILL INTEREST
BE PAID ON OPTIONAL CASH PAYMENTS. Since interest is not paid on optional cash
payments held by the Plan Administrator pending investment, participants are
urged to time each optional cash payment made by check or money order so as to
be received by the Plan Administrator on or shortly before the fifth business
day prior to the end of the quarter, thereby minimizing the time between payment
and investment. Sufficient time, however, should be allowed for receipt no later
than the fifth business day prior to the end of the quarter. Automatic account
debits will be made on the Debit Date.
17. Under what circumstances will optional cash payments be returned?
Uninvested optional cash payments will be returned upon written request
received by the Plan Administrator at least 48 hours prior to the first business
day of the quarter in which any such payment is to be invested. In addition,
optional cash payments, to the extent they exceed $10,000 or which are less than
$200 will be returned.
COSTS
18. Are there any expenses to participants in connection with the plan?
All costs of purchasing shares of our common stock under the plan are
paid by us. No brokerage fees or commissions are charged to participants in
connection with the purchase of shares of our common stock under the plan,
whether directly from us or in the open market.
If, however, a participant requests that the Plan Administrator sell
his shares in connection with a withdrawal of shares of common stock from his
plan account (see Question 26) or termination of his participation in the plan
(see Question 29), the participant must pay a $10 processing fee, any brokerage
commission, and any applicable transfer tax. Such amounts will be deducted from
the proceeds of the sale. In addition, the participant will realize gain or
loss, for federal income tax purposes, when the participant sells his shares
(see Question 19).
FEDERAL INCOME TAX CONSEQUENCES
19. What are the federal income tax consequences of participation in the
plan?
Reinvested dividends and the difference between optional cash payments
and the fair market value of the shares of common stock purchased with such
optional cash payments, if any, are subject to federal income tax, as further
described below.
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A participant in the plan will be treated for federal income tax
purposes as having received, on the dividend payment date, a dividend in an
amount equal to the fair market value on that date of the shares acquired for
the participant with reinvested dividends. For federal income tax purposes, the
fair market value of shares acquired with reinvested dividends, is determined in
the same manner as the Average Market Value of shares under Question 11, except
that the determination is made on the dividend payment date only, and not
averaged over the preceding five trading days. The tax basis of shares acquired
with reinvested dividends will equal their fair market value on the dividend
payment date.
A participant will not be treated as receiving a dividend upon the
purchase of shares with an optional cash payment unless the Average Market Value
of the shares is less than their fair market value on the purchase date, as
described above. If the Average Market Value is less than the fair market value
of the shares, a participant will be treated as having received an additional
dividend equal to the excess of the fair market value of the shares being
purchased over their Average Market Value. The tax basis of shares purchased
with an optional cash payment will equal the participant's optional cash payment
plus the excess, if any, of the fair market value of the shares purchased over
their Average Market Value.
A participant's holding period for shares acquired pursuant to the plan
will begin on the day following the date of their acquisition for the
participant's plan account.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's plan account, either
upon the participant's request for the shares, upon termination of his
participation in the plan, or upon termination of the plan.
A participant will realize gain or loss upon the receipt of a cash
payment for a fractional share equivalent credited to the participant's plan
account upon termination of his participation in the plan or upon termination of
the plan. In addition, a participant will realize gain or loss when the
participant sells or exchanges shares received by the participant after the
withdrawal of such shares from the plan or after termination of the plan. The
amount of such gain or loss will be the difference between the amount the
participant received for the shares or a fractional share equivalent, and the
tax basis of the shares.
The foregoing discussion is based upon the assumption that newly issued
shares will be purchased directly from us. If the shares are purchased by the
Plan Administrator in the open market, the tax consequences will generally be
the same, except that the fair market value for determining the amount of the
dividend and tax basis will be the sum of:
o the weighted average price of all shares of common stock
acquired for the plan with the proceeds from all reinvested
dividends for any quarterly period times the number of shares
purchased for the participant, and
o a pro rata portion of the brokerage fees, if any, paid for the
participants by us attributable to the open market
transactions.
If a participant has failed to furnish a valid taxpayer identification
number to the Plan Administrator, unless the participant is exempt from the
withholding requirements described in Section 3406 of the Internal Revenue Code
of 1986, as amended, then the Plan Administrator must withhold the amount
prescribed by Section 3406 (currently 31%) from the amount of cash dividends. In
addition, if a new participant fails to certify that such participant is not
subject to withholding under Section 3406 on interest and dividend payments
(which withholding is imposed as a result of failure to report all interest or
dividend income on prior tax returns), then the amount prescribed by Section
3406 must be withheld from the amount of cash dividends. The withheld amounts
will be deducted from the amount of cash dividends and the remaining amount will
be reinvested. Withholding may be required with respect to payment in lieu of a
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fractional share interest and the proceeds of any stock sale made by the Plan
Administrator on behalf of a participant (see Question 27) in the circumstances
described above.
This is a general discussion of the federal income tax consequences of
participation in the plan based upon an interpretation of current federal income
tax law. Participants should consult their own tax advisors to determine
particular tax consequences, including federal, state, local, and foreign tax
consequences, which may result from participation in the plan and any subsequent
disposal of shares acquired pursuant to the plan.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the plan?
A statement of account showing amounts invested, purchase prices,
shares purchased, and other information for the year to date will be mailed to
each participant as soon as practicable after each purchase of our common stock,
normally within ten business days following such purchase. THESE STATEMENTS ARE
A CONTINUING RECORD OF CURRENT ACTIVITY AND THE COST OF PURCHASES AND SHOULD BE
RETAINED FOR TAX PURPOSES. Shareholders who have shares held with the Plan
Administrator in safekeeping will receive an annual statement of account.
In addition, participants will receive copies of communications sent to
all holders of our common stock, including the annual reports to shareholders,
notice of annual meetings and proxy statements, and information for reporting
dividend income for federal income tax purposes.
DIVIDENDS
21. Will participants receive cash dividends on shares held in their plan
accounts?
Cash dividends on all shares of our common stock, including fractional
shares, credited to a participant's plan account, whether such shares were
purchased with reinvested dividends or optional cash payments, will be
automatically reinvested in additional shares.
22. How does a shareholder who has elected partial dividend reinvestment
arrange to have the cash portion of each dividend payment electronically
deposited directly to a savings or checking account?
Plan participants who have elected partial dividend reinvestment may
arrange for direct deposit of any cash dividends not being reinvested under the
plan. Dividends designated for direct deposit will be paid by electronic
transfer of funds to the plan participant's designated deposit account.
Verification of the deposit will be on the participant's regular account
statement issued by the financial institution maintaining the account. Plan
participants electing this option will also receive a direct deposit advice from
the Plan Administrator notifying the participant of the deposit.
To establish direct deposit of cash dividends, a plan participant must
complete and submit to the Plan Administrator a signed Authorization Form and,
if the account to be credited is a checking account, a voided check (write the
word "void" across the face of a blank check). The Authorization Form requests
certain information about the financial institution where the account is
maintained, such as the ABA Transit Routing number of that financial
institution. If necessary, a plan participant electing this option should
request assistance from a representative of his financial institution in
completing this information. If the shares in a plan account are jointly held,
all registered owners must sign the Authorization Form.
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A plan participant may change the designated account for direct deposit
or discontinue this option by submitting a new Authorization Form or other
written instructions signed by the plan participant to the Plan Administrator.
Direct deposit will begin, and any change in this option will be effective, with
the next dividend payment after receipt by the Plan Administrator of the new
Authorization Form or other written instructions, provided it is received at
least five business days before the record date for that dividend.
The Authorization Form also authorizes us or our agent to debit from
the designated deposit account any amounts that were erroneously deposited. By
signing the Authorization Form, the plan participant waives any claim against
us, our agent, or the participant's financial institution with respect to the
operation of the direct deposit service.
CERTIFICATES FOR SHARES
23. Will certificates be issued for shares of common stock purchased under
the plan?
No certificate will be issued to a participant for shares of common
stock credited to his plan account unless he requests the Plan Administrator, in
writing, to do so, or until the participant's account is terminated. Shares of
common stock purchased through the plan for a participant will be registered in
the name of the participant and credited to his plan account. The number of
shares credited to a participant's plan account, as well as the number of shares
of common stock held by the Plan Administrator in safekeeping for the
participant, will be shown on the periodic statement of his account.
A participant may, at any time, request in writing that the Plan
Administrator send him a certificate for all or part of the whole shares of
common stock credited to his plan account or held by the Plan Administrator in
safekeeping (see Question 26). Any remaining whole or fractional shares will
continue to be credited to the plan account or held by the Plan Administrator in
safekeeping, as the case may be. Certificates for fractional shares will not be
issued under any circumstances.
24. In whose name will certificates be registered when issued?
Accounts under the plan will be maintained in the name in which
participants' shares of common stock were registered at the time they enrolled
in the plan. Consequently, certificates for whole shares of common stock will be
similarly registered when issued unless the participant requests issuance of the
shares in a different name(s). If different registration of the shares is
desired, the participant should call the Plan Administrator for transfer
instructions (see Question 3). Shares held in safekeeping will continue to be
registered in the name in which the shares were registered at the time they were
delivered for safekeeping.
25. May shares in a plan account or shares held in safekeeping be pledged?
No. Shares of common stock credited to the plan account of a
participant or deposited with the Plan Administrator for safekeeping may not be
pledged or assigned, and any such purported pledge or assignment shall be void.
A participant who wishes to pledge or assign such shares must request that a
certificate for such shares be issued in his name.
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WITHDRAWAL OF SHARES
26. How does a participant withdraw shares purchased under the plan or held
by the Plan Administrator for safekeeping?
A participant may withdraw all or a portion of the whole shares of
common stock credited to his plan account or held by the Plan Administrator for
safekeeping by notifying the Plan Administrator in writing (see Question 3),
specifying the number of whole shares to be withdrawn. Certificates for whole
shares of common stock so withdrawn will be issued to the participant, normally
within ten business days of receipt of the request for withdrawal. In no case
will certificates for fractional shares be issued. After a participant withdraws
shares of common stock from his plan account or held by the Plan Administrator
for safekeeping, cash dividends on such shares will continue to be reinvested in
accordance with the instructions given by the participant on his most recently
dated Authorization Form, so long as the participant remains the record holder
of such shares and has not terminated his participation in the plan.
27. Can a participant sell shares of common stock held in his plan account
or held by the Plan Administrator for safekeeping?
A participant may request that all or a portion of the shares of common
stock held in his plan account or held by the Plan Administrator for safekeeping
be sold by completing the "Sale of Shares" section at the bottom of his account
statement or by writing a letter of instruction to the Plan Administrator (see
Question 3). Any such request must be signed by all registered owners listed on
the plan account and the signatures must have a Medallion Guarantee by a
participating member of the Stock Transfer Association Medallion Program.
Generally, a Medallion Guarantee may be obtained from institutions such as
brokerage firms, commercial banks, thrifts, credit unions, and trust companies.
SALE OF ALL SHARES OF COMMON STOCK HELD IN A PARTICIPANT'S PLAN ACCOUNT DOES NOT
TERMINATE PLAN PARTICIPATION IF THE PARTICIPANT REMAINS THE REGISTERED OWNER OF
AT LEAST ONE SHARE OF COMMON STOCK, UNLESS THE PARTICIPANT SPECIFICALLY REQUESTS
SUCH TERMINATION. Sales will be executed within ten business days of receipt by
the Plan Administrator of a duly executed request. Proceeds from the sale of
shares of common stock will depend on, among other things, the market price of
the common stock at the time the sale order is executed by the Plan
Administrator. SUCH MARKET PRICE MAY VARY SIGNIFICANTLY BETWEEN THE TIME THE
PARTICIPANT SUBMITS HIS REQUEST FOR SALE OF THE SHARES AND THE TIME THE SALE
ORDER IS PLACED BY THE PLAN ADMINISTRATOR WITH A BROKER. THERE CAN BE NO
GUARANTEE THAT THE SHARES OF COMMON STOCK WILL BE SOLD AT A SPECIFIC PRICE. The
participant will receive a check for the proceeds of the sale, less a processing
fee of $10, any brokerage commission, and any applicable transfer tax incurred.
28. What happens to any fractional share when a participant directs the
Plan Administrator to sell or otherwise withdraw all shares from his plan
account?
Any fractional share will be sold by the Plan Administrator and a cash
payment made to the participant for the sale price thereof, less any brokerage
commission and transfer tax incurred. The net proceeds of any fractional share,
together with any proceeds from the sale of whole shares or a certificate for
whole shares, as the case may be, will be mailed to the participant.
TERMINATION OF PARTICIPATION IN THE PLAN
29. How is participation in the plan terminated?
A participant may terminate his participation in the plan at any time
by notifying the Plan Administrator in writing (see Question 3). If notice of
termination is received at least two business days before the record date for a
cash dividend, that dividend will be paid, in cash, to the participant;
otherwise that dividend will be reinvested for the
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participant's plan account. Any optional cash payment which has been received by
the Plan Administrator prior to receipt of notice to discontinue dividend
reinvestment will be invested in accordance with the plan unless return of the
payment is requested in a written notice received by the Plan Administrator at
least 48 hours prior to the date when such cash payment is to be invested.
Thereafter, the participant's participation in the plan will be terminated, his
plan account will be closed, and all dividends on common stock held by the
participant of record will be paid directly to that participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of common stock by making
optional cash payments.
30. What will participants receive when their participation in the plan is
terminated?
The Plan Administrator will send to a participant whose participation
in the plan has terminated a certificate for the number of whole shares in his
plan account. Any fractional share will be sold and a cash payment will be made
to the participant for the sale price of such fractional share, less any
brokerage commission and transfer tax incurred. A Medallion Guarantee of the
participant's signature is not required for the sale of a fractional share in
conjunction with a participant's termination of participation, unless it is
requested that all or a portion of the shares be sold (see Question 27).
OTHER INFORMATION
31. What happens when a participant who is reinvesting dividends on all or
a portion of the shares of common stock held in certificate form or in a plan
account sells or transfers a portion of such shares?
If a participant who is reinvesting cash dividends on all of the shares
of common stock held in certificate form and all of the shares of common stock
held in a plan account disposes of a portion of such shares, the Plan
Administrator will continue to reinvest the dividends on the remainder of such
shares credited to the participant's plan account.
If a participant who is reinvesting cash dividends on a portion of the
shares of common stock held in certificate form or held in a plan account
disposes of a portion of such shares, the Plan Administrator will continue to
reinvest cash dividends on the remainder of the shares up to the number of
shares of common stock authorized in the participant's most recent dated
Authorization Form, and will continue to reinvest the cash dividends on the
shares credited to the participant's plan account.
For example, if a participant selected the partial dividend
reinvestment option and authorized the Plan Administrator to reinvest the cash
dividends paid on 50 shares of a total of 100 shares of common stock held in
certificate form, and then the participant disposes of 25 shares of common
stock, the Plan Administrator would continue to reinvest the cash dividends paid
on 50 of the remaining 75 shares. If instead the participant disposed of 75
shares of common stock, the Plan Administrator would continue to reinvest the
cash dividends paid on the remaining 25 shares of common stock.
32. What happens if we declare a stock dividend or a stock split?
Shares of common stock distributed by us pursuant to a stock dividend
or a stock split with respect to ALL shares of common stock owned by the
participant, including shares of common stock deposited with the Plan
Administrator for safekeeping, held by the participant in certificate form, or
credited to a participant's plan account, will be added to that participant's
plan account. Shareholders who have shares deposited in safekeeping with the
Plan Administrator but who
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do not participate in the plan will receive certificates for stock dividends or
stock splits paid on such shares held in safekeeping.
33. If we have a rights offering, how will a participant's entitlement be
computed?
A participant's entitlement in a rights offering will be based upon the
participant's total holdings. However, rights certificates will be issued for
the number of whole shares only and rights based on a fraction of a share held
in a participant's plan account will be sold for the participant's plan account
and a check for the net proceeds will be sent to the participant.
34. How will a participant's shares held by the Plan Administrator be voted
at shareholder's meetings?
Under Maryland law (the law of our state of incorporation),
shareholders of record may vote all shares of stock held of record by them. A
proxy card will be sent to each participant in connection with any annual or
special meeting of shareholders, as in the case of shareholders not
participating in the plan. The proxy card will apply to all whole shares held of
record by the participant, including shares for which the participant holds
certificates, shares deposited with the Plan Administrator for safekeeping, and
all whole and fractional shares credited to the participant's plan account.
The proxy card, if properly signed, will be voted in accordance with
the instructions given on the card. If no instructions are indicated on a
properly signed and returned proxy card, the shares represented thereby will be
voted in accordance with management's recommendations specified on the proxy
card. If the proxy card is not returned or is returned unsigned, shares credited
to a participant's plan account, shares deposited with the Plan Administrator
for safekeeping, and other shares held of record by the participant will be
voted only if he or a duly appointed representative votes in person at the
meeting.
35. What is the responsibility of Huntington and the Plan Administrator
under the plan?
In administering the plan, neither we nor the Plan Administrator will
be liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure to
terminate a participant's plan account upon such participant's death or
adjudicated incompetency prior to receipt of notice in writing of such death or
incompetency, or any claim with respect to the timing or price of any purchase
or sale. PARTICIPANTS MUST RECOGNIZE THAT NEITHER WE NOR THE PLAN ADMINISTRATOR
CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON SHARES PURCHASED
OR SOLD UNDER THE PLAN. There can be no assurance that shares of common stock
purchased under the plan will be worth more or less, at any particular time,
than the purchase price of such shares. Plan participants should note that
purchases of common stock under the plan with reinvested dividends and optional
cash payments will be made systematically, and in fixed amounts in the case of
reinvested dividends and automatic debits from eligible deposit accounts, in
accordance with the terms of the plan, unlike purchases made in the discretion
of the plan participant on the open market. Accordingly, the timing and amount
of purchases for a participant under the plan will not be subject to the plan
participant's judgment regarding the market price for common stock or other
existing or anticipated market conditions at the time shares are purchased.
The plan does not represent a change in our dividend policy or a
guarantee of future dividends which will continue to be determined by our Board
of Directors in light of our earnings, financial condition, and other factors.
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36. May the plan be changed or discontinued?
We reserve the right to suspend or terminate the plan at any time,
including during the period between a dividend record date and the related
payment date. We also reserve the right to make modifications to the plan.
Participants will be notified of any suspension, modification, or termination.
Except as stated below, upon termination of the plan, any uninvested optional
cash payments will be returned, certificates for whole shares credited to
participants' plan accounts will be issued, and cash payment will be made for
any fractional shares credited to participants' plan accounts.
If we terminate the plan for the purpose of establishing another
dividend reinvestment and common stock purchase plan, participants in the plan
will, if we so elect, be enrolled automatically in such other plan and shares
credited to participants' plan accounts will be credited automatically under
such other plan unless notice to the contrary is received.
We also reserve the right to terminate any shareholder's participation
in the plan at any time.
37. How is the plan to be interpreted?
The plan, the Authorization Form, and the participants' plan accounts
will be governed by and construed in accordance with the laws of the State of
Ohio and applicable state and federal securities laws, and cannot be modified
orally. Any question of interpretation arising under the plan will be determined
by us and any such interpretation will be final.
We may adopt rules and regulations for the Administration of the plan.
38. What is sufficient notice to a participant?
Any notice or certificate which is to be given by the Plan
Administrator to a participant will be in writing and will be deemed to have
been sufficiently given for all purposes when deposited, postage prepaid, in the
United States mail, addressed to the participant at the participant's address as
it shall last appear on the Plan Administrator's records.
39. Can successor Plan Administrators be named?
We may from time to time designate a bank or trust company as successor
Plan Administrator under the plan.
USE OF PROCEEDS
We do not know the number of shares of our common stock that it will
ultimately sell under the plan or the prices at which those shares will be sold.
When shares are purchased pursuant to the plan directly from us, proceeds from
such sale are intended to be used for general corporate purposes.
EXPERTS
Ernst & Young LLP, independent auditors, have audited Huntington's
consolidated financial statements included in Huntington's Annual Report on Form
10-K for the year ended December 31, 2000, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Huntington's financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
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LEGAL OPINION
The validity of the shares of our common stock offered by this
prospectus has been passed upon for us by Porter, Wright, Morris & Arthur LLP,
Columbus, Ohio.
INDEMNIFICATION
Under our Articles of Incorporation, as amended, our directors and
officers are entitled to be indemnified to the fullest extent permitted by law
in connection with actual or threatened lawsuits or proceedings arising out of
their service to us or to another organization at our request. With respect to
indemnification of directors, officers, and controlling persons of Huntington
for liabilities arising under the Securities Act of 1933, as amended, we have
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and is
therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports, proxy statements, and
other information with the Securities and Exchange Commission. You can read and
copy any materials we file with the Securities and Exchange Commission at its
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
its regional offices located at Seven World Trade Center, New York, New York
10048 and at 500 West Madison Street, Chicago, Illinois 60661. You can obtain
information about the operations of the Securities and Exchange Commission's
Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission also maintains a Web Site
that contains information we file electronically with the Securities and
Exchange Commission, which you can access over the Internet at
http://www.sec.gov.
The Securities and Exchange Commission allows us to "incorporate by
reference" some of the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this registration
statement and prospectus, and later information filed with the Securities and
Exchange Commission will automatically update and supersede some of this
information. We incorporate by reference any future filings we make with the
Securities and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, until we sell all of the
securities offered by the prospectus or otherwise terminate the offering.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall 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 that
also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes the statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement and prospectus.
We incorporate by reference the documents listed below:
o Our annual report on Form 10-K for the fiscal year ended
December 31, 2000; and
o Our proxy statement dated March 5, 2001, in connection with
our Thirty-Fifth Annual Meeting of Shareholders.
In addition, the description of our common stock and the rights issued
under a certain Rights Agreement, dated February 22, 1990, as amended August 16,
1995, between us and The Huntington Trust Company, National Association,
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which rights are attached to our common stock, that is contained in our Forms
8-A filed with the Securities and Exchange Commission pursuant to Section 12 of
the Exchange Act, our Current Report on Form 8-K dated August 16, 1995, and as
the same may be updated in any amendment or report filed for the purpose of
updating such description, is hereby incorporated by reference.
Any person receiving a copy of this prospectus may obtain, without
charge, upon request, a copy of any of the documents incorporated by reference
herein (except for the exhibits to those documents, unless the exhibits are
specifically incorporated by reference into such documents). You may obtain a
copy of each of the above-listed documents at no cost by writing or calling us
at the following address:
Huntington Bancshares Incorporated
Attn: Investor Relations
Huntington Center, HC0635
41 S. High St.
Columbus, Ohio 43287
Telephone requests may be directed to the Huntington Financial Report Request
Line at (888) 480-3164.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act with respect to the
shares of common stock covered by our Dividend Reinvestment and Common Stock
Purchase Plan. This prospectus, which constitutes part of the registration
statement, omits some of the information contained in the registration statement
and the exhibits to it on file with the Securities and Exchange Commission
pursuant to the Securities Act and the rules and regulations of the Securities
and Exchange Commission under that Act. The registration statement, including
exhibits thereto, may be inspected and copies at the public reference facilities
maintained by the Securities and Exchange Commission. Statements contained in
this prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of the contract or other document filed as an exhibit to the registration
statement.
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[LOGO]
HUNTINGTON BANCSHARES
INCORPORATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
PROSPECTUS
DATED MARCH 27, 2001