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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: MAY 5, 1997
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HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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.
On May 5, 1997, Huntington Bancshares Incorporated, a Maryland
corporation and a registered bank holding company ("Huntington"), and First
Michigan Bank Corporation, a Michigan corporation and a registered bank holding
company ("First Michigan"), entered into an Agreement and Plan of Merger and a
Supplemental Agreement (collectively, the "Merger Agreements") pursuant to which
First Michigan will be merged with and into Huntington (the "Merger"). As a
result of the Merger, each outstanding share of First Michigan's common stock,
$1.00 par value ("First Michigan Common Stock"), will be converted into 1.05
shares of Huntington's common stock, without par value. The Merger is
conditioned upon, among other things, approval by the shareholders of both
Huntington and First Michigan, and receipt of certain regulatory approvals. The
Merger Agreements are attached as Exhibits 2(a) and 2(b) and their terms are
incorporated herein by reference.
Simultaneously with the execution and delivery of the Merger
Agreements, Huntington and First Michigan entered into a Warrant Purchase
Agreement (the "Warrant Purchase Agreement") pursuant to which First Michigan
issued a Warrant in favor of Huntington (the "Warrant"), to purchase up to
5,268,716 shares of First Michigan Common Stock (representing 19.9% of the
outstanding shares) at a price of $29.275 per share and upon the other terms and
conditions set forth in the Warrant. The Warrant Purchase Agreement and Warrant
are attached as Exhibits 2(c) and 2(d) hereto, respectively, and their terms are
incorporated herein by reference.
A copy of the Press Release, dated May 5, 1997, issued by Huntington
relating to the Merger is attached as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 2(a) -- Agreement and Plan of Merger, dated May 5, 1997,
between Huntington Bancshares Incorporated and First Michigan Bank
Corporation.
Exhibit 2(b) -- Supplemental Agreement, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank Corporation.
Exhibit 2(c) -- Warrant Purchase Agreement, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank Corporation.
Exhibit 2(d) -- Warrant to Purchase 5,268,716 shares of First Michigan
Bank Corporation common stock, dated May 5, 1997.
Exhibit 99 -- Press Release, dated May 5, 1997, relating to the merger
of First Michigan Bank Corporation with and into Huntington Bancshares
Incorporated.
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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: May 7, 1997 By: /s/ Ralph K. Frasier
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Ralph K. Frasier, Secretary and
General Counsel