Unassociated Document
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
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Date
of report (Date of earliest event reported): April 5,
2007
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Huntington
Bancshares Incorporated
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(Exact
Name of Registrant
as
Specified in Charter)
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Maryland
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(State
or Other Jurisdiction of
Incorporation)
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0-2525
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31-0724920
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Huntington
Center
41
South High Street
Columbus,
Ohio
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43287
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (614) 480-8300
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01 Other Events.
Huntington
Bancshares Incorporated (the “Company”) currently expects that its 2007 annual
meeting of shareholders will be held on or about May 30, 2007. Official notice
of the annual meeting will be mailed to shareholders with the Company’s proxy
materials for the annual meeting. Among the proposals that will be considered
by
the Company’s shareholders at the annual meeting is a proposal to approve the
issuance of Huntington common stock in connection with the proposed merger
between the Company and Sky Financial Group. The Company continues to expect
that the merger will be completed early in the third quarter of 2007, subject
to
the receipt of necessary shareholder and regulatory approvals. In order for
a
shareholder proposal to be timely or considered for inclusion in the Company’s
proxy materials for the annual meeting, the proposal must be received by
the
Company prior to the close of business on April 15, 2007. Any shareholder
notices or inquiries should be directed to the attention of the Secretary,
at
the principal executive offices of the Company, Huntington Center, 41 South
High
Street, Columbus, Ohio 43287.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger of Huntington Bancshares Incorporated and
Sky Financial Group, Huntington and Sky Financial will be filing relevant
documents concerning the transaction with the Securities and Exchange
Commission. On February 26, 2007, Huntington filed a registration statement
on
Form S-4 with the Securities and Exchange Commission, which includes a proxy
statement/prospectus. On April 2, 2007, Huntington filed Amendment No. 1 to
the
registration statement. Stockholders will be able to obtain a free copy of
the
proxy statement/prospectus, as well as other filings containing information
about Huntington and Sky Financial, at the Securities and Exchange Commission’s
internet site (http://www.sec.gov). Copies of the proxy statement/prospectus
and
the filings with the Securities and Exchange Commission that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, without charge, by directing a request to Huntington, Huntington
Center, 41 South High Street, Columbus, Ohio 43287, Attention: Investor
Relations, 614-480-4060, or Sky Financial, 221 South Church Street, Bowling
Green, Ohio, 43402. The final proxy statement/prospectus will be mailed to
stockholders of Huntington and Sky Financial.
Stockholders
are urged to read the proxy statement/prospectus, and other relevant documents
filed with the Securities and Exchange Commission regarding the proposed
transaction when they become available, because they will contain important
information.
The
directors and executive officers of Huntington and Sky Financial and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding Huntington’s directors and
executive officers is available in its proxy statement filed with the SEC by
Huntington on March 8, 2006. Information regarding Sky Financial’s directors and
executive officers is available in its proxy statement filed with the SEC by
Sky
Financial on February 23, 2006. Other information regarding the participants
in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC
when
they become available.
Forward-looking
Statement
This
document contains certain forward-looking statements, including certain plans,
expectations, goals, and projections, and including statements about the
benefits of the merger between Huntington and Sky Financial, which are subject
to numerous assumptions, risks, and uncertainties. Actual results could differ
materially from those contained or implied by such statements for a variety
of
factors including: the businesses of Huntington and Sky Financial may not be
integrated successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes; disruption from the
merger may make it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of the merger
may
not be obtained on the proposed terms and schedule; Huntington and/or Sky
Financial’s stockholders may not approve the merger; changes in economic
conditions; movements in interest rates; competitive pressures on product
pricing and services; success and timing of other business strategies; the
nature, extent, and timing of governmental actions and reforms; and extended
disruption of vital infrastructure; and other factors described in Huntington’s
2006 Annual Report on Form 10-K,
Sky
Financial’s 2006 Annual Report on Form 10-K, and documents subsequently filed by
Huntington and Sky Financial with the Securities and Exchange Commission. All
forward-looking statements included in this news release are based on
information available at the time of the release. Neither Huntington nor Sky
Financial assumes any obligation to update any forward-looking
statement.
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.
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HUNTINGTON
BANCSHARES INCORPORATED
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Date:
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April
5, 2007
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By:
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/s/
Donald R. Kimble |
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Name:
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Donald
R. Kimble |
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Title:
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Chief
Financial Officer |