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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)*
Fifth Third Bancorp
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(Name of Issuer)
Common Stock, without Par Value
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(Title of Class of Securities)
316773100
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(CUSIP Number)
Check the following if a fee is being paid with this statement ___. (A fee
is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
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CUSIP NO. 316773100 13G PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) /x /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America (Ohio Corporation)
5 SOLE VOTING POWER
As to all matters, including
election of directors 1,064,186
Number of As to all matters, other than
Shares election of directors 471,045
Beneficially
Owned By 6 SHARED VOTING POWER
Each Reporting As to all matters, including
Person With election of directors 1,575
7 SOLE DISPOSITIVE POWER
2,035,760
8 SHARED DISPOSITIVE POWER
805,325
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,155,887
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
2,482,072 shares, with respect to which the reporting person has neither
voting nor dispositive rights, are excluded
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12 TYPE OF REPORTING PERSON*
Holding company as defined in Section 240.13d-1(b)(ii)(G) of the Exchange Act Rules
*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP NO. 316773100 13G PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fifth Third Bank
31-0854433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America (Ohio Corporation)
5 SOLE VOTING POWER
As to all matters, including
election of directors 612,239
Number of As to all matters, other than
Shares election of directors 232,572
Beneficially
Owned By 6 SHARED VOTING POWER
Each Reporting As to all matters, including
Person With election of directors 1,575
7 SOLE DISPOSITIVE POWER
1,780,876
8 SHARED DISPOSITIVE POWER
396,927
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,231,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
2,317,021 shares, with respect to which the reporting person has neither
voting nor dispositive rights, are excluded
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12 TYPE OF REPORTING PERSON*
Bank as defined in Section 3(a)(b) of the Act
*SEE INSTRUCTION BEFORE FILLING OUT
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ITEM 1 (A). NAME OF ISSUER:
Fifth Third Bancorp.
ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ITEM 2 (A)-(C). NAMES, ADDRESSES, AND CITIZENSHIP OF PERSONS FILING:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(D) Title of Class of Securities:
Common Stock, without par value
ITEM 2 (E). CUSIP NUMBER:
316773100
ITEM 3. Fifth Third Bancorp is filing as a parent holding company, in
accordance with Section 240.13d - 1(b)(ii)(G) of the Exchange
Act Rules. (As such, shares of all its subsidiaries, including
the Fifth Third Bank, are included).
The Fifth Third Bank is filing as a bank in accordance with
Section 3(a)(6) of the Act.
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ITEM 4. OWNERSHIP:
This report relates to an aggregate of 3,155,887 shares of the Class A
Common Stock of Fifth Third Bancorp, without par value, of which The Fifth
Third Bank has 2,231,292 shares. These shares are held in a total of 821
separate fiduciary accounts maintained by the Trust Departments of the Fifth
Third Bancorp subsidiaries. No one fiduciary account contains more than 5% of
the outstanding shares of Fifth Third Bancorp.
The following tabulation sets forth the shares with respect to which
voting rights are held or shared and those shares as to which there is the
power of disposal. It should be noted that the Ohio statutory and case law
preclude voting of Bank subsidiary-held shares for Fifth Third Bancorp
directors in certain instances and accordingly, creates the difference in
voting rights as to the election of directors and other matters as shown by the
following tabulation:
(a) Amount of Beneficially Owned:
The Fifth Third Bank and other Fifth Third Bancorp subsidiaries have
neither voting power nor dispositive power with respect to 2,482,072 shares of
Fifth Third Bancorp stock. The remaining 3,155,887 shares of the outstanding
stock held by The Fifth Third Bank and other Fifth Third Bancorp subsidiaries
may be deemed beneficially held.
(b) Percentage of Class:
Fifth Third Bancorp - 5.2% (including The Fifth Third Bank which
currently holds 3.6%)
(c) Number of Shares as to which Fifth Third Bancorp, through its
subsidiaries, has:
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For all For all
matters, matters
including other than
election election
of Directors of Directors
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(i) Sole power to vote or to direct the vote 1,064,186 471,045
(ii) Shared power to vote or to direct the vote 1,575 -0-
(iii) Sole power to dispose or to direct the disposition of 2,035,760 -0-
(iv) Shared power to dispose or to direct the disposition of 805,325 -0-
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Fifth Third Bank holds beneficial rights with respect to less than 5%
of the issuing stock but will continue to report
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
This report is being jointly filed by The Fifth Third Bank which is
an entity holding beneficial ownership of the class of shares
being described herein and by Fifth Third Bancorp as its parent
holding company.
ITEM 8-9. Not Applicable
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ITEM 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 3, 1994 February 3, 1994
Date: Date
THE FIFTH THIRD BANK FIFTH THIRD BANCORP
By: JAMES D. BERGHAUSEN By: MICHAEL K. KEATING
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Name: James D. Berghausen Name: Michael K. Keating
Title: Vice President Title: Secretary
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