Registration No. 33-53149
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of Issuer as specified in its Charter)
Ohio 31-0854434
(State of Incorporation) (I.R.S. Employer Identification Number)
6711
(Primary Standard Industrial Classification Code Number)
Fifth Third Center
Cincinnati, Ohio 45263
(513) 579-5300
(Address and Telephone Number of Principal Executive Office)
S. Richard Arnold
255 E. Fifth Street
1900 Chemed Center
Cincinnati, Ohio 45202
(513)-977-8200
(Name, Address, and Telephone Number, of Agent for Service)
<PAGE>
At 10:00 a.m. EDT on May 24 1994, the Registration Statement
on Form S-4 of Fifth Third Bancorp ("Fifth Third"), Registration
No. 33-53149, became effective with the Securities and Exchange
Commission. Pursuant to such Registration Statement, Fifth Third
registered up to 3,150,000 shares of common stock without par value
in connection with the merger of The Cumberland Federal
Bancorporation, Inc. ("The Cumberland"), into Fifth Third, with
Fifth Third as the surviving corporation. The exact number of
shares to be issued was to be determined in accordance with the
Affiliation Agreement and the Agreement of Merger each dated as of
January 10, 1994 by and between Fifth Third and The Cumberland (the
"Affiliation Agreement and "Agreement of Merger").
Fifth Third hereby files this Post Effective Amendment No. 1
to Registration Statement No. 33-53149 to remove from registration
by means of a post effective amendment 453,118 shares of the
securities registered thereunder for the following reason. The
number of shares registered under Registration Number 33-53149
contemplated the exercise of all outstanding The Cumberland stock
options prior to the merger of Fifth Third and The Cumberland.
Certain of The Cumberland's employees and directors who held
options to purchase The Cumberland common stock, however, did not
exercise their options prior to the consummation of the merger and
instead were included in a new Fifth Third Stock Option Plan for
former employees and directors of The Cumberland.
Fifth Third hereby deregisters 453,118 shares of common stock
without par value not issued.
SIGNATURES
In accordance with the provisions of Rule 478 and pursuant to
the terms of Registration Statement No. 33-53149, the undersigned
agent and duly appointed attorney-in-fact, has signed the Post
Effective Amendment No. 1 to the said Registration Statement on the
date and at the place set forth below.
Cincinnati, Ohio FIFTH THIRD BANCORP
Date: By:/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints GEORGE A.
SCHAEFER, JR. his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Principal Executive Officer:
/S/ George A. Schaefer, Jr. President and October 27, 1994
George A. Schaefer, Jr. Chief
Executive
Officer
Principal Financial Officer:
/S/ George A. Schaefer, Jr.* Senior Vice October 27, 1994
P. Michael Brumm President and
Chief
Financial
Officer
Directors of the Company:
/S/ George A. Schaefer, Jr.* October 27, 1994
John F. Barrett
/S/ George A. Schaefer, Jr.* October 27, 1994
Milton C. Boesel, Jr.
/S/ George A. Schaefer, Jr.* October 27, 1994
Clement L. Buenger
/S/ George A. Schaefer, Jr.* October 27, 1994
Nolan W. Carson
/S/ George A. Schaefer, Jr.* October 27, 1994
Thomas L. Dahl
/S/ George A. Schaefer, Jr.* October 27, 1994
Gerald V. Dirvin
/S/ George A. Schaefer, Jr.* October 27, 1994
Thomas B. Donnell
_______________, 1994
Richard T. Farmer
/S/ George A. Schaefer, Jr.* October 27, 1994
John D. Geary
_______________, 1994
Ivan W. Gorr
_______________, 1994
H. David Hale
/S/ George A. Schaefer, Jr.* October 27, 1994
Joseph H. Head, Jr.
/S/ George A. Schaefer, Jr.* October 27, 1994
Joan R. Herschede
/S/ George A. Schaefer, Jr.* October 27, 1994
William G. Kagler
/S/ George A. Schaefer, Jr.* October 27, 1994
William J. Keating
/S/ George A. Schaefer, Jr.* October 27, 1994
James D. Kiggen
/S/ George A. Schaefer, Jr.* October 27, 1994
Robert B. Morgan
/S/ George A. Schaefer, Jr.* October 27, 1994
Michael H. Norris
/S/ George A. Schaefer, Jr.* October 27, 1994
Brian H. Rowe
/S/ George A. Schaefer, Jr.* October 27, 1994
George A. Schaefer, Jr.
/S/ George A. Schaefer, Jr.* October 27, 1994
John J. Schiff, Jr.
/S/ George A. Schaefer, Jr.* October 27, 1994
Dennis J. Sullivan, Jr.
/S/ George A. Schaefer, Jr.* October 27, 1994
Dudley S. Taft
* George A. Schaefer, Jr., by signing his name hereto, signs this
document on behalf of himself as a director and on behalf of each
person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange
Commission.
/S/ George A. Schaefer, Jr.
George A. Schaefer, Jr.,
