UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
THE STANDARD REGISTER COMPANY
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
853887107
(CUSIP Number)
John L. Evans, Jr., Esq., 1900 Fifth Third Center
511 Walnut Street, Cincinnati, OH 45202 (513)621-6464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1994
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box 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 following pages)
Page 1
<PAGE>
CUSIP No. 853887107 13D Page 2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
The Fifth Third Bank, Cincinnati, Ohio
31-0854433
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
NUMBER OF 7. SOLE VOTING POWER : 7,327,563 shares, of which
2,153,016 are issuable upon conversion of that
SHARES number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
BENEFICIALLY are 15,939,650.
OWNED BY 8. SHARED VOTING POWER: -0-
EACH 9. SOLE DISPOSITIVE POWER: 7,323,240 shares, of which
2,153,016 are issuable upon conversion of that
REPORTING number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
PERSONS are 15,935,304.
WITH 10. SHARED DISPOSITIVE POWER: 350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,327,563 (includes shares issuable on Class A conversion as noted
above). These shares are entitled to 15,939,650 votes of the aggregate
47,619,546 votes outstanding.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.51% of the
aggregate of outstanding Common Stock and the shares issuable on
conversion as noted above. These shares carry 33.47% of the aggregate
voting power outstanding.
14. TYPE OF REPORTING PERSON*: BK
<PAGE>
CUSIP No. 853887107 13D Page 3
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) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
NUMBER OF 7. SOLE VOTING POWER : 7,327,590 shares, of which
2,153,016 are issuable upon conversion of that
SHARES number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
BENEFICIALLY are 15,939,654.
OWNED BY 8. SHARED VOTING POWER: -0-
EACH 9. SOLE DISPOSITIVE POWER: 7,323,240 shares, of which
2,153,016 are issuable upon conversion of that
REPORTING number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
PERSONS are 15,935,304.
WITH 10. SHARED DISPOSITIVE POWER: 350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,327,590 (includes shares issuable on Class A conversion as noted
above). These shares are entitled to 15,939,650 votes of the aggregate
47,619,546 votes outstanding.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.51% of the
aggregate of outstanding Common Stock and the shares issuable on
conversion as noted above. These shares carry 33.47% of the aggregate
voting power outstanding.
14. TYPE OF REPORTING PERSON*: HC
<PAGE>
CUSIP No. 853887107 13D Page 4
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
The John Q. Sherman Trusts
31-6023395 through 31-6023402
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER : -0-
SHARES 8. SHARED VOTING POWER: 8,327,364 shares, of which
2,516,856 are issuable upon conversion of that
BENEFICIALLY number of Class A shares, $1.00 par value. Due
to the 5 votes per Class A share, total votes held
OWNED BY are 18,394,786.
EACH 9. SOLE DISPOSITIVE POWER: 8,327,364 shares, of which
2,516,856 are issuable upon conversion of that
REPORTING number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
PERSONS are 18,394,786.
WITH 10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,327,364 (includes shares issuable on Class A conversion as noted
above). These shares are entitled to 18,394,786 votes of the aggregate
47,619,546 votes outstanding.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.00% of the
aggregate of outstanding Common Stock and the shares issuable on
conversion as noted above. These shares carry 38.63% of the aggregate
voting power outstanding.
14. TYPE OF REPORTING PERSON*: OO
<PAGE>
CUSIP No. 853887107 13D Page 5
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Mrs. F. David (Helen Margaret Hook) Clarke
(SS# ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7. SOLE VOTING POWER : 28,628 shares, of which
28,148 are issuable upon conversion of that
SHARES number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
BENEFICIALLY are 141,220.
8. SHARED VOTING POWER: -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 28,628 shares, of which
28,148 are issuable upon conversion of that
REPORTING number of Class A shares, $1.00 par value. Due to
the 5 votes per Class A share, total votes held
PERSONS are 141,220.
WITH 10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
28,628 (includes shares issuable on Class A conversion as noted
above). These shares are entitled to 141,220 votes of the aggregate
47,619,546 votes outstanding.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .10%
14. TYPE OF REPORTING PERSON*: IN
<PAGE>
CUSIP No. 853887107 13D Page 6
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
F. David Clark
(SS# ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7. SOLE VOTING POWER : 12 shares
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 12 shares
REPORTING
PERSONS 10. SHARED DISPOSITIVE POWER: -0-
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .00004%
14. TYPE OF REPORTING PERSON*: IN
<PAGE>
CUSIP No. 853887107 13D Page 7
Item 1. SECURITY AND ISSUER.
The Standard Register Company
626 Albany Street
Dayton, Ohio 45401
Item 2. IDENTITY AND BACKGROUND.
This Amendment relates to a Schedule 13-D filing made by the persons
identified below and filed with the Securities & Exchange Commission on April
3, 1981 (the "Base Filing"), as amended on April 6, 1989, February 6, 1991,
April 3, 1992 and April 2, 1993.
The persons filing this amendment, The Fifth Third Bank, Fifth Third Bancorp,
The John Q. Sherman Trusts, Mrs. F. David Clarke and Mr. F. David Clarke (the
"Amending Persons") may have heretofore been deemed to be part of a group
consisting of The Fifth Third Bank, Fifth Third Bancorp, The John Q. Sherman
Trust*, Mr. F. David Clarke and Mrs. F. David (Helen Margaret Hook) Clarke
(together hereinafter referred to as the "Group").** While the Amending
Persons expressly continue to disclaim the existence that such a group did in
fact exist, they did join in the Base Filing on April 3, 1981, and Amendment
No. 1 on April 6, 1989 based upon the relationships created under a tentative
settlement agreement dated March 25, 1981 and a proposed settlement agreement
described more fully in Item 6 of the Base Filing.
- --------------------
* Mr. Paul H. Granzow and Mr. James L. Sherman are trustees of the John Q.
Sherman Trusts described in Item 5 of the basic filing and this Amendment and
to the extent the beneficiaries of such trusts might be deemed part of the
Group they were described as: Rev. John N. Sherman, William P. Sherman, Mary
Sherman Settino, James L. Sherman, Robert N. Sherman, Charles F. Sherman,
Patricia Sherman, Robert N. Sherman, Charles F. Sherman, Patricia Sherman
Begley, and Helen Sherman Tormey.
** Other parties who were identified in the Base Filing who might be
considered as part of such group were The Clark-Hook Corporation, Helen
Margaret Clarke, Mary Clarke Zigo, Francis David Clarke and Bank One, Dayton,
N.A. (formerly The Winters National Bank of Dayton), Trustee, by virtue of the
family relationship with Mr. and Mrs. Clarke. Other parties who might, in
addition, be considered as part of such group, currently, by virtue of their
family relationship with Mr. and Mrs. Clarke, are Ann Bridget Clarke,
Catherine Therese Clarke and James William Clarke.
- ----------------------
PERSONS REPORTING IN THIS AMENDMENT*
(A)(1)(a) The Fifth Third Bank
(b) 38 Fountain Square Plaza
Cincinnati, Ohio 45263
(c) Ohio Banking Corporation which with
predecessors has engaged in the business of
banking for more than the prior ten years.
<PAGE>
CUSIP No. 853887107 13D Page 8
(B)(2)(a) Fifth Third Bancorp
(b) 38 Fountain Square Plaza
Cincinnati, Ohio 45263
(c) Bank Holding Company since 1975.
(C) (a) The John Q. Sherman Trust
(b) c/o Paul H. Granzow
50 East Third Street
Dayton, Ohio 45402
(c) not applicable
(D) (a) Mr. F. David Clarke
(b) 4925 Lowell Street, N.W.
Washington, DC
(c) President, Clarke-Hook Corporation,
Real Estate Developers
(E) (a) Mrs. F. David Clarke
(b) 4925 Lowell Street, N.W.
Washington, DC
(c) Housewife
- -------------------
*The information called for by this Item with respect to each of the officers
and directors of The Fifth Third Bank and Fifth Third Bancorp are filed in the
form of Amended Exhibits I and II attached hereto.
- -------------------
AS TO THE AMENDING PERSONS
(d) No Amending Person listed in Item 2 nor any
of the persons listed on amended Exhibits I
or II have been convicted in a criminal
proceeding during the past five years.
(e) No Amending Person listed in Item 2 nor any
of the persons listed on amended Exhibits I
or II have been subject to a civil
proceeding during the past five years
resulting in a judgment, decree or final
order enjoining future violations of, or
mandatory activities with respects to,
federal or state securities laws or finding
any violation with respect to such laws.
(f) All Amending Persons listed in Item 2 and on
amended Exhibits I and II are citizens of
the United States.
<PAGE>
CUSIP No. 853887107 13D Page 9
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
NOT APPLICABLE.
Item 4. PURPOSE OF TRANSACTION.
This filing is to report that pursuant to certain Release Agreements entered
into between the Amending Persons and others, effective June 6, 1994, the
tentative settlement agreement between the Reporting Parties and the proposed
settlement agreement described in Item 6 of the base filing (together the
settlement agreements) in which the Reporting Parties had made certain
agreements with respect to the voting of the Issuer's stock, have been
rescinded, negated and rendered of no further force or effect. Accordingly,
as of the effective date of the Release Agreements, there are no further
agreements or understandings between the Reporting Parties and no basis upon
which the Reporting Parties may be deemed to be a group and required to file
Form 13D as a group.
This amendment is to serve as a termination of the group filing. It is also
to serve as a termination of 13D filings for Mr. F. David Clarke and Mrs. F.
David Clarke who individually and with their affiliates have less than the
amount of Issuer's stock to require filings under Form 13D or 13G.
The Fifth Third Bank and Fifth Third Bancorp by virtue of the number of
Issuer's shares held will continue as a separate 13D filer and are not
terminating with this amendment.
The John Q. Sherman Trusts by virtue of the number of Issuer's shares held
will continue as a separate 13D filer and are not terminating with this
Amendment.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. The Fifth Third Bank holds an aggregate of 5,234,374 outstanding
shares of The Standard Register Company Common Stock (one vote per share) and
2,153,016 shares of Common Stock issuable on conversion of Class A stock,
$1.00 par value (five votes per share). These shares are held as follows:
(i) The Fifth Third Bank, Cincinnati, Ohio, as trustee of a
testamentary trust established under the Will of William C.
Sherman, Deceased, I.D. No. 31-6019963. The income beneficiary is
Helen Margaret Hook Clarke. There are held in this trust an
aggregate of 2,595,312 shares of Common Stock and 1,081,392 shares
of Class A Stock convertible into 1,081,392 shares of Common
stock. The trustee has voting power with respect to these shares
and has power to dispose of the common stock held or to be
received on conversion. These powers are also deemed to be
attributable to Fifth Third Bancorp, the holding company parent of
The Fifth Third Bank.
(ii) The Fifth Third Bank, Cincinnati, Ohio, as trustee under an
inter-vivos trust established by a trust indenture executed
December 29, 1939 by William C. Sherman. The income beneficiaries
are Helen Margaret Hook Clarke and the eight children of John Q.
Sherman. Trust I.D. No. 31-6020570. There are held in this
<PAGE>
CUSIP No. 853887107 13D Page 10
trust an aggregate of 2,571,912 shares of Common Stock and
1,071,624 shares of Class A Stock convertible into 1,071,624
shares of Common Stock. The trustee has voting power with respect
to this shares and has power to dispose of the Common Stock held
or to be received on conversion. These powers are also deemed to
be attributable to Fifth Third Bancorp, the holding company parent
of The Fifth Third Bank.
(iii) The Fifth Third Bank as Fiduciary under agreements with
parties otherwise unrelated to this filing holds 8,650 shares of
common stock in nine accounts. The Bank has sole voting and
dispositive power with respect to 3,000 shares; sole voting power
but shared dispositive power with respect to 350 shares; sole
voting power and no dispositive power with respect to 4,000
shares; and no voting or dispositive power with respect to 1,300
shares. These shares and the powers with respect thereto are also
deemed to be attributable to Fifth Third Bancorp, the holding
company parent of The Fifth Third Bank. In addition, 58,700
shares of common stock are attributable to Fifth Third Bancorp
through another of its banks acting as fiduciary with no voting
power and no dispositive power.
(iv) The John Q. Sherman Trust by Paul H. Granzow and James L.
Sherman, as co-trustees of a testamentary trust established under
the will of John Q. Sherman. There are separate trusts for each
of the descendent's eight children, ID Nos. 31-6023395 through 31-
6023402. There are held in the eight trusts an aggregate of
5,810,508 shares of Common Stock and 2,516,856 shares of Common
Stock. The co-trustees share voting power with respect to these
shares, subject to the right of the income beneficiary of each
trust to receive, upon request, a proxy to vote the shares held in
trust. The co-trustees share power to dispose of Common Stock
held or to be received on conversion.
(v) The named members of the F. David Clarke family hold 492
shares of common and 28,148 shares of Class A stock.
VOTING AND DISPOSITIVE POWER OF THE GROUP
Total Percent of
Owner Sole Shared Shares(1)(2) Shares(1)
Amending Persons:
The Fifth Third 7,327,590 8,650* 7,336,240 25.54%
Bank and Fifth
Third Bancorp
The John Q. 8,327,364** -- 8,327,364 29.00%
Sherman Trust (4)
F. David Clarke(4) 12 -- 12 .00004%
Mrs. F. David 28,628 -- 28,628 .10%
Clarke (4)
Total (3) 15,683,594 8,650 15,692,244 54.64%
* sole voting and dispositive power with respect to 3,000 shares; sole voting
power but shared dispositive power with respect to 350 shares; sole voting
<PAGE>
CUSIP No. 853887107 13D Page 11
power and no dispositive power with respect to 4,000 shares; and no voting or
dispositive power with respect to 1,300 shares.
** sole dispositive power only with voting power shared.
(1) Number of shares shown for each owner includes shares issuable on
conversion of Class A shares held by such owner which are treated as
outstanding in computing that owner's percentage.
(2) By virtue of the five votes carried by each share of the Class A Stock,
the Amending Persons have the sole power to vote 16,076,536 votes or 33.76% of
the aggregate outstanding 47,619,546 votes.
(3) The Sherman Trusts, of which The Fifth Third Bank is Trustee, hold
2,153,016 shares of Class A Stock and 5,167,224 shares of Common Stock with
sole voting and dispositive rights. This holding constitutes 25.52% of Common
Stock (if the Class A were converted) and 33.48% of the voting power.
Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None
Item 7. MATERIAL TO BE FILED AS AMENDED EXHIBITS.
Amended Exhibit I - List of The Fifth Third Bank Executive
Officers and Directors.
Amended Exhibit II - List of Fifth Third Bancorp Executive
Officers and Directors.
After reasonably inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Schedule is true, complete and
correct.
THE FIFTH THIRD BANK
Date: June 14, 1994 By: P. MICHAEL BRUMM
-----------------------------
P. Michael Brumm,
Senior Vice President
FIFTH THIRD BANCORP
Date: June 14, 1994 By: P. MICHAEL BRUMM
----------------------------
P. Michael Brumm,
Senior Vice President
<PAGE>
CUSIP No. 853887107 13D Page 12
Date: June 14, 1994 THE JOHN Q. SHERMAN TRUSTS
By: PAUL H. GRANZOW
---------------------------
Paul H. Granzow, Trustee
Date: June 14, 1994 F. DAVID CLARKE
--------------------------------
F. David Clarke
Date: June 14, 1994 MRS. F. DAVID CLARKE
--------------------------------
Mrs. F. David Clarke
<PAGE>
AMENDED EXHIBIT I
THE FIFTH THIRD BANK
DIRECTORS AND EXECUTIVE OFFICERS
(1) Shares owned in The Standard Register Company
(2) Transactions in The Standard Register Company Stock Since
January 1, 1993
NAME TITLE CITIZENSHIP (1) (2)
Clement L. Buenger Director U.S. -0- None
Retired Chairman
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
George A. Schaefer, Jr. Director, U.S. -0- None
The Fifth Third Bank President and
38 Fountain Square Plaza CEO
Cincinnati, Ohio 45263
John F. Barrett Director U.S. -0- None
President and COO
Western Southern Life
400 Broadway
Cincinnati, Ohio 45202
J. Kenneth Blackwell Director U.S. -0- None
Independent Public
Policy Consultant
1156 Elm Park Drive
Cincinnati, Ohio 45216
Nolan W. Carson Director U.S. -0- None
Partner
Dinsmore & Shohl
255 E. Fifth Street
Cincinnati, Ohio 45202
Thomas L. Dahl Director U.S. -0- None
Former President
The Drackett Company
201 E. Fourth Street
Cincinnati, Ohio 45202
Gerald V. Dirvin Director U.S. -0- None
Executive Vice President
The Procter & Gamble Co.
P. O. Box 599
Cincinnati, Ohio 45201
Richard T. Farmer Director U.S. -0- None
Chairman and CEO
Cintas Corporation
6800 Cintas Blvd.
Cincinnati, Ohio 45262-5737
John D. Geary Director U.S. -0- None
2789 Starbuck Road
Wilmington, Ohio 45177
Joseph H. Head, Jr. Director U.S. -0- None
Chairman and CEO
Atkins & Pearce, Inc.
One Braid Way
Covington, KY 41017
Joan R. Herschede Director U.S. -0- None
President and CEO
The Frank Herschede Company
4 West Fourth Street
Cincinnati, Ohio 45202
William G. Kagler Director U.S. -0- None
President and CEO
Skyline Chili, Inc.
4180 Thunderbird Lane
Fairfield, Ohio 45014
William J. Keating Director U.S. -0- None
38 Fountain Square Plaza
31st Floor
Cincinnati, Ohio 45263
James D. Kiggen Director U.S. -0- None
Chairman and CEO
Xtek, Inc.
11451 Reading Road
Cincinnati, Ohio 45241-5701
Robert B. Morgan Director U.S. -0- None
President and CEO
Cincinnati Financial Corporation
P. O. Box 145496
Cincinnati, Ohio 45250-5496
Michael H. Norris Director U.S. -0- None
President
Deerfield Manufacturing Company
408 Fourth Avenue
Mason, Ohio 45040
Brian H. Rowe Director U.S. -0- None
President
Aircraft Engine Business Group
General Electric Company
One Neumann Way, Mail Drop J101
Cincinnati, Ohio 45215
John J. Schiff, Jr. Director U.S. 26,200 None
Chairman
John J. & Thomas R. Schiff & Co., Inc.
6200 South Gilmore Road
Fairfield, Ohio 45250-5496
Dennis J. Sullivan, Jr. Director U.S. -0- None
Exec. V.P. and CFO
Cincinnati Bell, Inc.
201 E. Fourth Street
Cincinnati, Ohio 45202
Dudley S. Taft Director U.S. -0- None
President
Taft Broadcasting Company
600 Vine Street, Suite 1808
Cincinnati, Ohio 45202
George W. Landry Executive Vice U.S. -0- None
The Fifth Third Bank President
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Stephen J. Schrantz Executive Vice U.S. -0- None
The Fifth Third Bank President
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Michael D. Baker Senior Vice U.S. -0- None
The Fifth Third Bank President
38 Fountain Square Plaza
Cincinnati, Ohio 45263
P. Michael Brumm Senior Vice U.S. -0- None
The Fifth Third Bank President and
38 Fountain Square Plaza Chief Financial
Cincinnati, Ohio 45263 Officer
Michael K. Keating Senior Vice U.S. -0- None
The Fifth Third Bank President,
38 Fountain Square Plaza General Counsel
Cincinnati, Ohio 45263 and Secretary
Robert P. Niehaus Senior Vice U.S. -0- None
The Fifth Third Bank President
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Gerald L. Wissell Senior Vice U.S. -0- None
The Fifth Third Bank President
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Neal E. Arnold Senior Vice U.S. -0- None
The Fifth Third Bank President and
38 Fountain Square Plaza Treasurer
Cincinnati, Ohio 45263
<PAGE>
AMENDED EXHIBIT II
FIFTH THIRD BANCORP
DIRECTORS AND EXECUTIVE OFFICERS
(1) Shares owned in The Standard Register Company
(2) Transactions in The Standard Register Company Stock Since
January 1, 1993
NAME TITLE CITIZENSHIP (1) (2)
Clement L. Buenger Director U.S. -0- None
Retired Chairman
The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
George A. Schaefer, Jr. Director, U.S. -0- None
The Fifth Third Bank President and
38 Fountain Square Plaza CEO
Cincinnati, Ohio 45263
John F. Barrett Director U.S. -0- None
President and COO
Western Southern Life
400 Broadway
Cincinnati, Ohio 45202
J. Kenneth Blackwell Director U.S. -0- None
Independent Public
Policy Consultant
1156 Elm Park Drive
Cincinnati, Ohio 45216
Milton C. Boesel, Jr. Director U.S. -0- None
Counsel
Ritter, Robinson, McCready & James
525 W. Sophia Street
Maumee, Ohio 43537
Nolan W. Carson Director U.S. -0- None
Partner
Dinsmore & Shohl
255 E. Fifth Street, Ste. 1900
Cincinnati, Ohio 45202
Thomas L. Dahl Director U.S. -0- None
Former President
The Drackett Company
201 E. Fourth Street
Cincinnati, Ohio 45202
Gerald V. Dirvin Director U.S. -0- None
Executive Vice President
The Procter & Gamble Co.
P. O. Box 599
Cincinnati, Ohio 45201
Thomas B. Donnell Director U.S. -0- None
Chairman
The Fifth Third Bank of
Northwestern Ohio, N.A.
Toledo, Ohio
Richard T. Farmer Director U.S. -0- None
Chairman and CEO
Cintas Corporation
6800 Cintas Blvd.
Cincinnati, Ohio 45262-5737
John D. Geary Director U.S. -0- None
2789 Starbuck Rd.
Wilmington, Ohio 45177
Ivan W. Gorr Director U.S. -0- None
Chairman and CEO
Cooper Tire & Rubber Company
P. O. Box 550
Findlay, OH 45839
Joseph H. Head, Jr. Director U.S. -0- None
Chairman and CEO
Atkins & Pearce, Inc.
One Braid Way
Covington, KY 41017
Joan R. Herschede Director U.S. -0- None
President and CEO
The Frank Herschede Company
4 West Fourth Street
Cincinnati, Ohio 45202
William G. Kagler Director U.S. -0- None
President and CEO
Skyline Chili, Inc.
4180 Thunderbird Lane
Fairfield, Ohio 45014
William J. Keating Director U.S. -0- None
38 Fountain Square Plaza
31st Floor
Cincinnati, Ohio 45263
James D. Kiggen Director U.S. -0- None
Chairman and CEO
Xtek, Inc.
11451 Reading Road
Cincinnati, Ohio 45241-5701
Robert B. Morgan Director U.S. -0- None
President and CEO
Cincinnati Financial Corporation
P. O. Box 145496
Cincinnati, Ohio 45250-5496
Michael H. Norris Director U.S. -0- None
President
Deerfield Manufacturing Company
408 Fourth Avenue
Mason, Ohio 45040
Brian H. Rowe Director U.S. -0- None
President
Aircraft Engine Business Group
General Electric Company
Mail Drop J101
Cincinnati, Ohio 45215
John J. Schiff, Jr. Director U.S. 26,200 None
Chairman
John J. & Thomas R. Schiff & Co., Inc.
6200 South Gilmore Road
Fairfield, Ohio 45250-5496
Stephen Stranahan Director U.S. -0- None
Chairman
Entelco, Inc.
Four Sea Gate, Suite 601
Toledo, Ohio 43604
Dennis J. Sullivan, Jr. Director U.S. -0- None
Exec. V.P. and CFO
Cincinnati Bell, Inc.
201 E. Fifth Street
Cincinnati, Ohio 45202
Dudley S. Taft Director U.S. -0- None
President
Taft Broadcasting Company
600 Vine Street, Suite 1808
Cincinnati, Ohio 45202
P. Michael Brumm Senior Vice U.S. -0- None
38 Fountain Square Plaza President and
Cincinnati, Ohio 45263 Chief Financial
Officer
George W. Landry Executive Vice U.S. -0- None
38 Fountain Square Plaza President
Cincinnati, Ohio 45263
Stephen J. Schrantz Executive Vice U.S. -0- None
38 Fountain Square Plaza President
Cincinnati, Ohio 45263
Neal E. Arnold Treasurer U.S. -0- None
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Michael D. Baker Senior Vice U.S. -0- None
38 Fountain Square Plaza President
Cincinnati, Ohio 45263
Robert P. Niehaus Senior Vice U.S. -0- None
38 Fountain Square Plaza President
Cincinnati, Ohio 45263
Michael K. Keating Senior Vice U.S. -0- None
38 Fountain Square Plaza President, General
Cincinnati, Ohio 45263 Counsel and Secretary
Gerald L. Wissel Auditor U.S. -0- None
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Roger W. Dean Controller U.S. -0- None
38 Fountain Square Plaza
Cincinnati, Ohio 45263
