Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Filer: Huntington Bancshares Incorporated
Subject Company: Unizan Financial Corp.
Commission File No. 333-113639
FORWARD-LOOKING STATEMENTS
This filing contains certain forward-looking statements, including certain
plans, expectations, goals, and projections, 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 Unizan 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; Unizan'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 2003 Annual Report on Form 10-K, Unizan's 2003 Annual Report on
Form 10-K, and documents subsequently filed by Huntington and Unizan 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 Unizan assume any obligation to update any
forward-looking statement.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Huntington has filed a registration statement on Form S-4 with the Securities
and Exchange Commission which includes a proxy statement/prospectus regarding
the proposed merger. Stockholders may obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Huntington and Unizan, 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 are incorporated by reference
in the proxy statement/prospectus can also be obtained, without charge, by
directing a request to Huntington Bancshares Incorporated, Huntington Center, 41
South High Street, Columbus, Ohio 43287, Attention: Investor Relations,
614-480-4060, or Unizan Financial Corp., 220 Market Avenue South, Canton, Ohio
44702, Attention: Media Relations, 330-438-4858.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
The directors and executive officers of Unizan and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed
merger. Information regarding Unizan's directors and executive officers is
available in its proxy statement filed with the SEC by Unizan on March 14, 2003.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are contained in the proxy statement/prospectus and other relevant
materials filed with the SEC.
[OHIO LEGACY BANK LOGO]
FOR IMMEDIATE RELEASE
OHIO LEGACY CONTACTS:
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INVESTOR CONTACT: L. Dwight Douce MEDIA CONTACT: Michael J. Saporito
Ohio Legacy Bank Ohio Legacy Bank
President and Chief Executive Officer Senior Vice President and Chief Operating Officer
Telephone: 330.263.1955 Telephone: 330-263-5427
E-mail address: ddouce@ohiolegacybank.com E-mail address: msaporito@ohiolegacybank.com
OHIO LEGACY BANK TO ACQUIRE UNIZAN BANK'S WOOSTER, OHIO OFFICE
Wooster, Ohio, May 21, 2004 - Ohio Legacy Bank, N.A., a subsidiary of Ohio
Legacy Corp (NasdaqSC:OLCB), today announced that Ohio Legacy Bank has entered
into a purchase and assumption agreement to acquire Unizan Bank's financial
center located at 343 West Milltown, Wooster, Ohio.
Under the purchase agreement, Ohio Legacy Bank would acquire the physical assets
and approximately $16.3 million of deposits of Unizan's Wooster financial
center. Pending Office of the Comptroller of the Currency (OCC) approval, the
purchase is expected to close in the third quarter of 2004.
"We look forward to welcoming Unizan's Milltown office to Ohio Legacy Bank,"
said L. Dwight Douce, Ohio Legacy president and chief executive officer.
"Unizan's Milltown financial center complements Ohio Legacy's geographical
footprint and supports our strategy to expand our Wooster operation on the north
end of the community. The addition of this location to our network will enable
our existing clients and prospects to bank near the thriving Milltown commercial
and retail market," Douce concluded.
Ohio Legacy Corp is a bank holding company headquartered in Wooster, Ohio. Its
subsidiary, Ohio Legacy Bank provides commercial and retail banking services to
small businesses and consumers in Holmes, Stark and Wayne Counties in northeast
Ohio.
Unizan Financial Corp., a $2.8 billion holding company, is a premier financial
services organization headquartered in Canton, Ohio. The company operates 43
full-service retail financial centers in five metropolitan markets in Ohio -
Canton, Columbus, Dayton, Newark and Zanesville. On January 27, 2004, Huntington
Bancshares Incorporated (NASDAQ: HBAN) and Unizan (NASDAQ:UNIZ) announced the
signing of a definitive agreement to merge the two organizations. The merger is
expected to close in early July of 2004, pending shareholder and customary
regulatory approvals. Huntington has consented to Unizan's divestiture of its
Milltown office.