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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: SEPTEMBER 30, 1997
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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
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification Number)
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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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N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER INFORMATION.
As previously reported by Huntington Bancshares Incorporated, a
Maryland corporation and a registered bank holding company ("Huntington"), on
its Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 15, 1997, First Michigan Bank Corporation, a Michigan corporation and
a registered bank holding company ("First Michigan"), was merged (the "Merger")
into Huntington on September 30, 1997, pursuant to the terms of an Agreement and
Plan of Merger and a Supplemental Agreement (collectively, the "Merger
Agreements"). As a result of the Merger, each outstanding share of First
Michigan's common stock, $1.00 par value ("First Michigan Common"), was
converted into 1.155 shares of Huntington's common stock, without par value
("Huntington Common"). Cash was paid for fractional shares. Approximately 32.2
million Huntington Common shares were issued in the Merger. In addition, each
outstanding First Michigan stock option was converted into an option to acquire
Huntington Common, with the number of Huntington Common shares subject to such
option equal to the number of First Michigan shares subject to the First
Michigan stock option multiplied by 1.155, rounded to the nearest whole share.
The Merger was accounted for as a pooling of interests under generally accepted
accounting principles.
In accordance with Item 7 of Form 8-K, Huntington is submitting with
this filing the required historical financial information of First Michigan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(i) The following audited consolidated financial statements of First
Michigan required by Item 7(a) of Form 8-K are incorporated
herein by reference to Exhibit 99(c) filed herewith:
Consolidated Statement of Income for the year ended December
31, 1996;
Consolidated Balance Sheet as of December 31, 1996;
Consolidated Statement of Cash Flows for the year ended
December 31, 1996;
Consolidated Statement of Shareholders' Equity for the year
ended December 31, 1996;
Notes to Consolidated Financial Statements
Independent Auditors Report - BDO Seidman LLP
The information presented in Exhibit 99(c) with respect to the
years ended December 31, 1995 and 1994 is not incorporated herein
by reference.
(ii) The following unaudited consolidated financial statements of First
Michigan required by Item 7(a) of Form 8-K are incorporated herein
by reference to Exhibit 99(d) filed herewith:
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Consolidated Balance Sheet as of June 30, 1997*;
Consolidated Statement of Income for the three and six months
ended June 30, 1997 and 1996;
Consolidated Statement of Cash Flows for the six months ended
June 30, 1997 and 1996;
Notes to Consolidated Financial Statements.
*The information presented in the Consolidated Balance Sheet as of
December 31, 1996 and June 30, 1996 is not incorporated herein by
reference.
(b) Pro Forma Financial
The pro forma financial information required by Item 7(b) of Form
8-K was incorporated by reference into Huntington's initial
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 15, 1997.
(c) Exhibits.
* 2(a) Agreement and Plan of Merger, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank
Corporation -- previously filed as Exhibit A to the Joint Proxy
Statement/Prospectus, dated July 11, 1997, filed with the
Securities and Exchange Commission pursuant to 424(b)(3), and
incorporated herein by reference.
* 2(b) Supplemental Agreement, dated May 5, 1997, between Huntington
Bancshares Incorporated and First Michigan Bank Corporation --
previously filed as Exhibit B to the Joint Proxy
Statement/Prospectus, dated July 11, 1997, filed with the
Securities and Exchange Commission pursuant to 424(b)(3), and
incorporated herein by reference.
* 2(c) Warrant Purchase Agreement, dated May 5, 1997, between
Huntington Bancshares Incorporated and First Michigan Bank
Corporation -- previously filed as Exhibit 2(c) to Current Report
on Form 8-K, filed with the Securities and Exchange Commission on
May 7, 1997, and incorporated herein by reference.
* 2(d) Warrant to Purchase 5,268,716 shares of First Michigan Bank
Corporation common stock, dated May 5, 1997 -- previously filed as
Exhibit 2(d) to Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 7, 1997, and
incorporated herein by reference.
* 2(e) Agreement Not to Exercise Share Appreciation Rights, dated
May 5, 1997, executed by certain executives of First Michigan Bank
Corporation -- previously filed as Exhibit 2(e) to Registration
Statement on Form S-4 (Registration No. 333-30313), filed with the
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Securities and Exchange Commission on June 27, 1997, and
incorporated herein by reference.
* 99(a) News Release, dated September 30, 1997, relating to the merger of
First Michigan Bank Corporation with and into Huntington
Bancshares Incorporated -- previously filed as Exhibit 99(a) to
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 15, 1997, and incorporated herein by
reference.
* 99(b) News Release, dated October 14, 1997, relating to Huntington's
earnings for the third quarter and nine months ended September 30,
1997 -- previously filed as Exhibit 99(b) to Current Report on
Form 8-K, filed with the Securities and Exchange commission on
October 15, 1997, and incorporated herein by reference.
99(c) Consolidated Financial Statements of First Michigan Bank
Corporation and Report of BDO Seidman, LLP.
99(d) Unaudited Financial Statements of First Michigan Bank Corporation.
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* Previously filed.
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: October 22, 1997 By: /s/ Gerald R. Williams
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Gerald R. Williams
Executive Vice President
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