SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
000-33243
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SEC FILE NUMBER
44667X208
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CUSIP NUMBER
[ ] Form 10-K and 10-KSB [ ] Form 20-F [ ] Form 11-K [X] FORM 10-Q AND 10-QSB
[ ] Form N-SAR
For the period ended: JUNE 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the period ended: N/A
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant: HUNTINGTON PREFERRED CAPITAL, INC.
Address and Phone Number: 41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
614-480-8300
PART II - RULE 12B-25(B)
The registrant's Form 10-Q could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b) for
the reasons described in Part III of this form.
PART III - NARRATIVE
The registrant is a fully consolidated subsidiary of The Huntington
National Bank ("HNB"), which is a fully consolidated subsidiary of Huntington
Bancshares Incorporated ("Huntington"). After Huntington's consolidated
financial statements are prepared and reviewed, an allocation of income,
expense, and other financial information among subsidiaries takes place. A
preliminary review of the second quarter 2002 allocations indicated on Monday,
August 12, 2002, that interest income and certain charge-offs and related
provision expense were not fully allocated between HNB and the registrant.
Further analysis has determined that this discrepancy has existed since October
1999. Since the registrant and HNB are fully consolidated subsidiaries of
Huntington, any reallocation of financial information between these two
subsidiaries has no impact on Huntington's consolidated results of operations or
financial condition.
The registrant needs additional time to allow for a complete analysis
and correction of the systems and methodology used to allocate financial
information among Huntington's subsidiaries prior to finalizing the registrant's
second quarter Form 10-Q. For these reasons, management will not be able to
timely file the Registrant's Form 10-Q for the quarter ended June 30, 2002,
without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mary Beth M. Clary, Esq.
Porter, Wright, Morris & Arthur LLP
5801 Pelican Bay Blvd. Suite 300
Naples, Florida 34108
239-593-2959
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports been filed? If the answer is no,
identify the reports.
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
Explanation of Anticipated Change:
The registrant has not completed its analysis of the relevant financial
information. Indications are that when corrected, the registrant's previously
reported net income and equity will increase on a cumulative basis since October
1999. Earnings coverage of the dividends on the public preferred stock also will
increase, thereby having no impact on the registrant's continued ability to pay
dividends.
SIGNATURES
Huntington Preferred Capital, Inc. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
HUNTINGTON PREFERRED CAPITAL, INC.
Date: August 14, 2002 By: /s/ John D. Van Fleet
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John D. Van Fleet, Vice President