SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
--------------------
DATE OF REPORT: FEBRUARY 15, 2002
--------------------
HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------
Maryland 0-2525 31-0724920
--------------- --------------------- -------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
--------------------
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)
---------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 15, 2002, Huntington Bancshares Incorporated ("Huntington")
completed the sale of its Florida operations to SunTrust Banks, Inc.
("SunTrust") through SunTrust's subsidiary, SunTrust Bank. Included in the sale
at that date were approximately $4.8 billion in deposits and other liabilities
and $2.9 billion in loans and other tangible assets. Huntington received a
deposit premium of 15%. The Florida operations sold also included 143 banking
offices and 456 ATMs concentrated in the central part of the state in such
markets as Tampa/St. Petersburg, Orlando, Sarasota/Bradenton, Ft. Myers,
Lakeland, Leesburg and Melbourne, as well as a processing center located in
Lakeland. The sale did not include Huntington's trust and private banking
offices in Naples and Stuart, its Florida mortgage origination platform, J.
Rolfe Davis Insurance Agency, Inc., or the Florida origination platform of the
indirect automobile financing business.
The transaction and the determination of the consideration to be paid
by SunTrust were accomplished through arms-length negotiations between
Huntington's management and SunTrust's management. There was no material
relationship between SunTrust and Huntington or any of Huntington's affiliates,
any of Huntington's directors or officers, or any associate of any such
Huntington director or officer, prior to this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
Pro forma financial information reflecting the effect of the sale as
described in Item 2 above are included in this Current Report on Form 8-K on
pages F-1 through F-3 attached hereto.
(c) Exhibits.
Exhibit 2 Purchase and Assumption Agreement, dated September
26, 2001, by and among Huntington Bancshares
Incorporated, The Huntington National Bank, and
SunTrust Bank (previously filed as Exhibit 2 to
Quarterly Report on Form 10-Q for quarter ended
September 30, 2001, and incorporated herein by
reference).
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 4, 2002 By: /s/ Richard A. Cheap
---------------------------
Richard A. Cheap, Secretary
EXHIBIT INDEX
Exhibit No. Description
Exhibit 2 Purchase and Assumption Agreement, dated September 26, 2001, by
and among Huntington Bancshares Incorporated, The Huntington
National Bank, and SunTrust Bank (previously filed as Exhibit 2
to Quarterly Report on Form 10-Q for quarter ended September 30,
2001, and incorporated herein by reference).
HUNTINGTON BANCSHARES INCORPORATED
Pro Forma Financial Statements
(Unaudited)
On September 26, 2001, Huntington signed a definitive agreement to sell
its Florida operations to SunTrust Banks, Inc. The transaction closed on
February 15, 2002. Pro forma financial information reflecting the effect of the
sale is presented and described below.
The following unaudited pro forma consolidated balance sheet is
presented as of December 31, 2001, giving effect to the sale of the Florida
operations as if it had occurred on that date. The unaudited pro forma
consolidated income statement is presented for the year ended December 31, 2001,
giving effect to the sale as if it had occurred on January 1, 2001, and does not
include the gain realized on the sale of Huntington's Florida operations. These
pro forma financial statements do not include any assumption as to future
share repurchases pursuant to the previously announced significant share
repurchase anticipated to follow the sale.
The pro forma consolidated financial statements may not be indicative
of the financial position or results of operations that would have actually
occurred had the transaction been consummated during the period or as of the
date indicated. This pro forma financial information is also not intended to be
an indication of the financial position or results of operations that may be
attained in the future. These pro forma consolidated financial statements should
be read in conjunction with Huntington's historical financial statements.
F-1
HUNTINGTON BANCSHARES INCORPORATED
Pro Forma Consolidated Balance Sheet
At December 31, 2001
(Unaudited)
Florida Related Huntington
(in thousands of dollars) Huntington Operations Transactions Pro Forma
------------------------------------------------------------------------------------------------------------------------
Cash and due from banks $ 1,138,366 $ (28,091) $ 1,110,275
Total investment securities 2,861,901 -- 2,861,901
Loans, net of allowance for loan losses 21,191,301 (2,794,781) 18,396,520
Other assets 3,308,591 (86,262) $ (506,029) 2,716,300
------------------------------------------------------------------------------------------------------------------------
Total Assets $ 28,500,159 $ (2,909,134) $ (506,029) $ 25,084,996
========================================================================================================================
Total deposits $ 20,187,304 $ (4,789,741) $ 15,397,563
Total borrowings 4,995,258 -- 4,995,258
Additional funding -- 1,881,580 $ (718,461) 1,163,119
Accrued expenses and other liabilities 901,157 (973) 147,316 1,047,500
------------------------------------------------------------------------------------------------------------------------
Total Liabilities 26,083,719 (2,909,134) (571,145) 22,603,440
------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 2,416,440 -- 65,116 2,481,556
------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 28,500,159 $ (2,909,134) $ (506,029) $ 25,084,996
========================================================================================================================
The balance sheet column entitled Florida Operations represents the
specific assets and liabilities sold, primarily $2.8 billion of net loans and
$4.8 billion of total deposits, if the sale had occurred on December 31, 2001.
Because the Florida operation was a net funds provider to Huntington, that
column also includes $1.9 billion of additional funding needed by Huntington,
prior to receipt of the deposit premium, to replace funds being provided by
Florida. The balance sheet column entitled Related Transactions reflects the
$506.0 million write-off of intangible assets, the $718.5 million premium (15%)
received on deposits sold, the $147.3 million estimated income taxes and other
accrued expenses and the $65.1 million estimated after-tax gain on the sale.
F-2
HUNTINGTON BANCSHARES INCORPORATED
Pro Forma Consolidated Income Statement
For the Twelve Months Ended December 31, 2001
(Unaudited)
Florida Related Huntington
(in thousands of dollars) Huntington Operations Transactions Pro Forma
-------------------------------------------------------------------------------------------------------------------
Net interest income $ 996,182 $(108,522) $ 26,152 $ 913,812
Provision for loan losses 308,793 (15,120) --- 293,673
-------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 687,389 (93,402) 26,152 620,139
-------------------------------------------------------------------------------------------------------------------
Non-interest income 509,480 (76,149) --- 433,331
Non-interest expense 1,023,587 (130,671) (29,267) 863,649
-------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 173,282 (38,880) 55,419 189,821
Income taxes (5,239) (13,316) 17,165 (1,390)
-------------------------------------------------------------------------------------------------------------------
NET INCOME $ 178,521 $(25,564) $ 38,254 $ 191,211
-------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON
SHARE -- DILUTED $0.71 ($0.10) $0.15 $0.76
-------------------------------------------------------------------------------------------------------------------
OPERATING NET INCOME (1) $ 293,522 $(25,564) $ 38,254 $ 306,212
-------------------------------------------------------------------------------------------------------------------
OPERATING NET INCOME PER COMMON
SHARE -- DILUTED (1) $1.17 ($0.10) $0.15 $1.22
-------------------------------------------------------------------------------------------------------------------
(1) Excludes restructuring and special charges.
The income statement column entitled Florida Operations includes all
direct revenue and expenses for Florida for the year ended December 31, 2001,
and any indirect revenue and expenses that management expects will cease with
the sale. In addition, net interest income in that column includes a funding
credit of $68.5 million related to the $1.9 billion of funding that Florida
provided to Huntington. That funding credit is based on the average one-year
LIBOR rate for 2001 of 3.64%. The income statement column entitled Related
Transactions reflects the $26.2 million interest that would have been earned on
the $718.5 million deposit premium over a one-year period at the same LIBOR rate
of 3.64%, the $29.3 million of amortization expense on intangibles related to
Florida, and the applicable income taxes.
The sale of the Florida operations occurred subsequent to December 31,
2001. Accordingly, the actual results of the sale, including the deposit premium
and after-tax gain on sale appearing in Huntington's first quarter 2002
consolidated financial statements will differ from those presented in the above
pro forma financial statements.
F-3