UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
0-2525
SEC FILE NUMBER
446150104
CUSIP NUMBER
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] FORM 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For the period ended: MARCH 31, 2003
[ ] 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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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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 BANCSHARES INCORPORATED
Address and Phone Number: 41 SOUTH HIGH STREET
COLUMBUS, OHIO 43287
614-480-8300
PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate). [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(b) The subject quarterly report on Form 10-Q will be filed on or before
the fifth calendar day following the prescribed due date.
PART III - NARRATIVE
On April 16, 2003, Huntington Bancshares Incorporated ("Huntington")
issued a news release announcing its earnings for the first quarter ended March
31, 2003, and its intent to restate prior period earnings resulting from the
reclassification of approximately $3 billion of automobile leases from direct
finance leases to operating leases.
Huntington had intended to reclassify its entire $3 billion automobile
lease portfolio from the direct financing lease method to the operating lease
method of accounting. However, management has been advised that SEC staff made
an announcement at the May 15, 2003, meeting of the Emerging Issues Task Force
("EITF") regarding an interpretation of Statement of Financial Accounting
Standards ("FAS") No. 13, Accounting for Leases, that may permit a portion of
Huntington's automobile leases to be appropriately accounted for as direct
finance leases rather than operating leases. Huntington needs additional time to
determine if the outcome of this development will impact Huntington's decision
to reclassify all of its automobile leases as operating leases and make any
necessary adjustments in its first quarter Form 10-Q.
For these reasons, Huntington will not be able to file its Form 10-Q
for the quarter ended March 31, 2003, within the prescribed period, 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:
Huntington believes that the SEC staff interpretation could have a
significant impact on Huntington's results of operation because a portion of its
automobile lease portfolio may be appropriately accounted for as direct finance
leases rather than operating leases. Until Huntington has determined if this
development will impact its decision to reclassify all of its automobile leases
as operating leases and, if so, makes appropriate adjustments to its financial
statements, Huntington is unable to quantify the change.
SIGNATURES
Huntington Bancshares Incorporated has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED
Date: May 16, 2003 By: /s/ Michael J. McMennamin
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Michael J. McMennamin, Vice Chairman,
Chief Financial Officer and Treasurer