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As filed with the
Securities and Exchange Commission on September 20, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
Ohio 31-0854434
(State or other jurisdiction of (I.R.S. Employee
incorporated or organization) Identification No.)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Offices including Zip Code)
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
(Full title of the plan)
Copy To:
Paul L. Reynolds, Esq. Richard G. Schmalzl, Esq.
Vice President & Counsel Graydon, Head & Ritchey
Fifth Third Bancorp. 1900 Fifth Third Center
38 Fountain Square Plaza 511 Walnut Street
Cincinnati, Ohio 45263 Cincinnati, Ohio 45202
(513) 579-5300 (513) 621-6464
Name, address and telephone number of agent for service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
Registered registered per share price fee
Common Stock, 100,000 $51.75 $5,175,000 $1,784.49(1)
no par value shares
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(1) Calculated in accordance with Rule 457(c) based upon the
average of the high and low prices of Fifth Third Bancorp common
stock in the Nasdaq National Market as of September 13, 1994.
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Fifth Third Bancorp (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register shares of
its common stock, no par value, relating to the Registrant's
Master Profit Sharing Plan (the "Plan") and to register interests
in the Plan.
Part I Information Required in the Section 10(a) Prospectus.
The information required in Part I of this Registration
Statement is not being filed with the Commission in accordance
with the instructions to Form S-8.
Item 1. Plan Information.
The Registrant shall deliver to each participant in the
Plan, the information required by this Item 1.
Item 2. Registrant Information and Employee Plan Award
Information.
The Registrant shall provide to each participant in the
Plan a written statement advising them of the availability
without charge to each such participant, upon written or oral
request, of the documents incorporated by reference in the
Section 10(a) Prospectus (not including Exhibits to the documents
that are incorporated by reference into the Registration
Statement). Requests for such information shall be made to the
Registrant's Vice President and Counsel or to the Registrant's
Human Resources Department, 38 Fountain Square Plaza, Cincinnati,
Ohio 45263, telephone (513) 579-5300.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by
reference into this Registration Statement, and all documents
subsequently filed by the Registrant and by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of
such documents; provided, however, than any information set forth
in any proxy statement of the Registrant pursuant to Items
402(i), (k) and/or (l) of Regulation S-K is specifically not
incorporated by reference herein.
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(a) The Registrant's latest annual report and the
Plan's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, or, in the case of
the Registrant, either: (1) the latest prospectus filed pursuant
to Rule 424(b) under the Securities Exchange Act of 1933 that
contains audited financial statements for the Registrant's latest
fiscal year for which statements have been filed, or (2) the
Registrant's effective registration statement on Form 10 or 20-F
filed under the Securities Exchange Act of 1934 containing
audited financial statements for the Registrant's latest fiscal
year.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Registrant's documents referred to
in the above paragraph.
(c) The description of the Registrant's common stock
contained in a registration statement filed under the Securities
Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the Ohio Revised Code provides that
a corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or
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its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and with respect to any criminal action or
proceeding he had reasonable cause to believe that his conduct
was unlawful. Section 1701.13 further specifies that a
corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or
other enterprise against expenses, including attorneys' fees
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that the
court of common pleas, or the court in which such action or suit
was brought, determines upon application that, despite the
adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnify for such expenses as the court of common pleas or such
other court shall deem proper. In addition, Section 1701.13 of
the Ohio Revised Code requires a corporation to pay any expenses,
including attorneys' fees, of a director in defending an action,
suit or proceeding referred to above as they are incurred, in
advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to both (i) repay such amount if
it is proved by clear and convincing evidence that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the
corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit or proceeding. The indemnification
provided by Section 1701.13 shall not be deemed exclusive of any
other rights to which those seeking indemnification may be
entitled under the articles or regulations of the Registrant.
The Code of Regulations of Bancorp provides that
Bancorp shall indemnify each director and each officer of
Bancorp, and each person employed by Bancorp who serves at the
written request of the President of Bancorp as a director,
trustee, officer, employee or agent of another corporation,
domestic or foreign, non profit or for profit, to the full extent
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permitted by Ohio law. The Registrant may indemnify assistant
officers, employees and others by action of the Board of
Directors to the extent permitted by Ohio law.
The Registrant carries directors' and officers'
liability insurance coverage which insures its directors and
officers and the directors and officers of its subsidiaries in
certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Registrant will timely submit the Third Amendment
to the Plan (which Amendment requires the filing of this
Registration Statement) to the Internal Revenue Service ("IRS")
for a determination that the Plan, as so amended, is qualified
under Section 401 of the Internal Revenue Code and the Registrant
will make all changes required by the IRS in order to qualify the
Plan.
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
23 Independent Auditors' Consent
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
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Provided, however, that the above paragraphs (i) and
(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Where interests in a plan are registered herewith, the
undersigned Registrant and Plan hereby undertake to transmit or
cause to be transmitted promptly, without charge, to any
participant in the plan who makes a written request, a copy of
the then latest annual report of the Plan filed pursuant to
section 15(d) of the Securities Exchange Act of 1934 (Form 11-K).
If such report is filed separately on Form 11-K, such form shall
be delivered upon written request. If such report is filed as a
part of the Registrant's annual report on Form 10-K, that entire
report (excluding exhibits) shall be delivered upon written
request. If such report is filed as a part of the Registrant's
annual report to stockholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be
required.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
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Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Cincinnati, State of Ohio, on this 20th day of
September, 1994.
FIFTH THIRD BANCORP
By: /s/ George A. Schaefer, Jr.
George A. Schaefer, Jr., President
and Chief Executive Officer
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 date indicated.
September 20, 1994 /s/ George A. Schaefer, Jr.
George A. Schaefer, Jr., President,
Chief Executive Officer and Director
September 20, 1994 /s/ P. Michael Brumm
P. Michael Brumm, Senior Vice
President and Chief Financial Officer
September 20, 1994 /s/ John F. Barrett
John F. Barrett, Director
September 20, 1994 /s/ Milton C. Boesel, Jr.
Milton C. Boesel, Jr., Director
September 20, 1994 /s/ Clement L. Buenger
Clement L. Buenger, Director
September 20, 1994 /s/ Nolan W. Carson
Nolan W. Carson, Director
September 20, 1994 /s/ Thomas L. Dahl
Thomas L. Dahl, Director
September 20, 1994 /s/ Gerald V. Dirvin
Gerald V. Dirvin, Director
September 20, 1994 /s/ Thomas B. Donnell
Thomas B. Donnell, Director
September 20, 1994
Richard T. Farmer, Director
September 20, 1994 /s/ John D. Geary
John D. Geary, Director
September 20, 1994 /s/ Ivan W. Gorr
Ivan W. Gorr, Director
September 20, 1994 /s/ Joseph H. Head, Jr.
Joseph H. Head, Jr., Director
September 20, 1994 /s/ Joan R. Herschede
Joan R. Herschede, Director
September 20, 1994
William G. Kagler, Director
September 20, 1994 /s/ William J. Keating
William J. Keating, Director
September 20, 1994 /s/ James D. Kiggen
James D. Kiggen, Director
September 20, 1994 /s/ Robert B. Morgan
Robert B. Morgan, Director
September 20, 1994 /s/ Michael H. Norris
Michael H. Norris, Director
September 20, 1994 /s/ Brian H. Rowe
Brian H. Rowe, Director
September 20, 1994 /s/ John J. Schiff, Jr.
John J. Schiff, Jr., Director
September 20, 1994 /s/ Dennis J. Sullivan, Jr.
Dennis J. Sullivan, Jr., Director
September 20, 1994
Dudley S. Taft, Director
Pursuant to the requirements of the Securities Act of
1933, the Fifth Third Bank Pension and Profit Sharing Committee
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Cincinnati, State of Ohio on September 20, 1994.
THE FIFTH THIRD BANCORP MASTER
PROFIT SHARING PLAN
By: /s/Michael K. Keating
Title: Secretary, Pension and Profit
Sharing Committee
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Fifth Third Bancorp on Form S-8 of the report of
Deloitte & Touche dated January 14, 1994 (which expresses an
unqualified opinion and includes an explanatory paragraph
relating to a change in the method of accounting for debt and
equity securities), incorporated by reference in the Annual
Report on Form 10-K of Fifth Third Bancorp for the year ended
December 31, 1993.
/s/DELOITTE & TOUCHE LLP
September 20, 1994
Cincinnati, Ohio
