According to a press release dated May 22, 2008, a class action complaint has been on behalf of certain current and former shareholders of Huntington Bancshares Incorporated ("Huntington") whose shares of stock in Waterfield Mortgage Company, Incorporated ("Waterfield") were converted into shares of stock in Sky Financial Group, Inc. ("Sky Financial") in connection with Sky Financial's October 2006 acquisition of Waterfield, and then converted into shares of stock in Huntington in connection with Huntington's July 2007 merger with Sky Financial. The complaint names Huntington and certain Individuals as defendants. The complaint alleges that Huntington, as successor in interest to Sky Financial, violated sections 11 and 12(2) of the Securities Act of 1933, and that the individuals are liable because, under section 15 of the Securities Act of 1933, they were Control Persons of Sky Financial. The complaint seeks damages for members of alleged class who sold shares of stock in Huntington during the class period from November 16, 2007 to the present, or who continue to hold shares of stock in Huntington.
The complaint specifically alleges that Sky Financial, and the Individual Defendants made false and misleading statements in, and omitted material information from, certain of Sky Financial's registration statements and prospectuses regarding various material matters, including Sky Financial's undisclosed lending relationship with a sub-prime residential mortgage company called Franklin Credit Management Corporation ("Franklin Credit"), investment allocation, performance, loan characteristics, sub-prime exposure, and other matters. On April 5, 2006, Sky Financial filed a Form S-4 Registration Statement and proxy statement/prospectus, and on July 26, 2006, Sky Financial filed a near identical Form S-4/A Amendment No. 1 and proxy statement/prospectus to its April 5, 2006 Form S-4 Registration Statement. Defendants falsely and misleadingly described Sky Financial as a company with a "conservative credit culture" and a "disciplined lending practice." Defendants omitted any mention of Sky Financial's relationship with Franklin Credit, and falsely and misleadingly mischaracterized Sky Financial's $1.2 billion in loans to Franklin Credit as commercial loans rather than residential mortgage loans.
On November 16, 2007, Huntington made the first in a series of announcements of material information that was materially and qualitatively different from information that previously had been provided to the alleged plaintiff class. On December 3, 2007, Huntington announced the retirement of defendant Marty A. Adams, the former chairman of Sky Financial who, after Huntington's merger with Sky Financial, had become Huntington's president and chief operating officer.
On July 18, 2009, an amended class action complaint was filed. On February 11, 2009, an Order appointing Lead Plaintiffs and Lead Counsel were granted by the court. On April 29, 2009, a Stipulation and Order of Voluntary Dismissal was granted by the court, disposing the entire action.