Huntington Bancshares Incorporated
41 South High Street
Columbus, OH 43287
April 26, 2000
Jonathan G. Katz
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549-0609
Re: File No. S7-31-99, Proposed Regulation FD
Dear Mr. Katz:
Huntington Bancshares Incorporated is pleased to present its comments on the SEC's proposed Regulation FD. Huntington is a multi-state bank holding company incorporated under the laws of the State of Maryland and headquartered in Columbus, Ohio. Huntington had 225,512,828 shares of Common Stock outstanding as of February 16, 2000. The Common Stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act") and is listed on the Nasdaq Stock Market, Inc.
We certainly agree that "selective disclosure" undermines the integrity of the marketplace. We also agree, however, with the view of the National Investor Relations Institute (NIRI) that the proposed regulation may be premature. It is our impression that public companies in general are voluntarily adapting to the current volatile, earnings-sensitive market and the improved means of mass communication. Huntington is one of the growing number of public companies which now makes its earnings conference calls open to the media and the public, and also Web casts the calls. Huntington began this broader access in 1999, due in large part to the influence of NIRI. We recommend that NIRI and other influential groups be afforded an opportunity to develop and implement common standards for dealing with disclosure of material information before the SEC implements any rule.
However, if the regulation is implemented, we recommend that the definition of "person acting on behalf of the issuer" be narrowed. If the definition were limited to an issuer's "executive officers, directors and designated spokespersons", or to "senior officials" as defined proposed Rule 101(d)(2), the regulation would better meet the SEC's intention of making issuers responsible only for disclosures of company officials, employees or agents who are authorized or designated to speak to the media, the analyst community and/or investors.
In regard to unintentional disclosures of material non-public information, we urge that the corrective disclosure be required promptly, without a specified time limit. The length of timerequired to prepare the corrective disclosure and have it approved by all necessary officers and counsel can vary. And, as a practical matter, the urgency of the need to make the corrective disclosure can also vary depending on when the unintentional disclosure is made, for example whether it is a Monday morning or a Friday afternoon.
We also recommend that new Item 10 not be added to the Form 8-K. There are times when it is not clear whether a piece of information is "material". In order to avoid failure to make a necessary disclosure, companies will err on the conservative side. We feel it would be preferable to report Regulation FD disclosures under Item 5 and not have to acknowledge that they are material.
In conclusion, we are concerned that implementing the regulation at this time might not be necessary, and would tend to inhibit rather than promote the free flow of information. If the regulation is implemented, however, we request that you consider the changes proposed in this letter.
Very truly yours,
Director of Investor Relations
Elizabeth B. Moore
Securities Law Compliance Officer