<PAGE> 1
Registration Statement No. 33-56975
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)
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At 5:00 p.m. E.T. on December 28, 1994, a Registration Statement on
Form S-4 filed by Fifth Third Bancorp ("Fifth Third"), Registration Statement
No. 33-56975, became effective with the Securities and Exchange Commission.
Pursuant to such Registration Statement, Fifth Third registered 50,000 shares
of common stock without par value in connection with Fifth Third's acquisition
of Mutual Federal Savings Bank of Miamisburg, A Stock Savings Bank ("Mutual
Federal"), and the subsequent merger of Mutual Federal into The Fifth Third
Bank, a wholly-owned subsidiary of Fifth Third. The exact number of shares to
be issued in connection with this transaction was to be determined in
accordance with an Affiliation Agreement dated as of May 9, 1994 by and between
Fifth Third and Mutual Federal, and an Agreement of Merger dated as of May 9,
1994 by and between The Fifth Third Bank and Mutual Federal, as amended.
Fifth Third hereby files this Post Effective Amendment No. 1 to
Registration Statement No. 33-56975 to remove from registration by means of a
post effective amendment 30,562 shares of the securities registered thereunder.
The number of shares of Fifth Third common stock registered under Registration
Statement No. 33-56975 was an estimate of the number of shares necessary to
exchange all of the outstanding shares of Mutual Federal common stock into
shares of Fifth Third common stock. The exact number of shares of Fifth Third
common stock necessary for such exchange could not be determined at the time of
the filing of the Registration Statement because the exchange ratio was based
upon the market price of Fifth Third common stock for a specific number of days
preceding the closing of the transaction, which could not be determined until a
few days prior to the closing, and thus well after the date of the filing of
the Registration Statement.
Consequently, Fifth Third hereby deregisters the 30,562 shares of
Fifth Third common stock without par value not issued in connection with the
aforementioned transaction.
SIGNATURES
In accordance with the provisions of Rule 478 and pursuant to the
terms of Registration Statement No. 33-56975, the undersigned agent and duly
appointed attorney-in-fact has signed the Post Effective Amendment No. 1 to
said Registration Statement on the date and at the place set forth below.
Cincinnati, Ohio FIFTH THIRD BANCORP
Date: April 3, 1995 By:/S/ George A. Shaefer, 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.
<PAGE> 3
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 and execute on behalf of the undersigned 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 connection with such amendments, as fully
to all intents and purposes as he might or could do in person, and does hereby
ratify and confirm all that said attorney-in-fact 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.
<TABLE>
<S> <C> <C>
Principal Executive Officer:
/S/ George A. Schaefer, Jr. President and April 3, 1995
- -------------------------------- Chief
George A. Schaefer, Jr. Executive
Officer
Principal Financial Officer:
/S/ George A. Schaefer, Jr.* Senior Vice April 3, 1995
- -------------------------------- President and
P. Michael Brumm Chief
Financial
Officer
Directors of the Company:
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
John F. Barrett
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Milton C. Boesel, Jr.
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Clement L. Buenger
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Nolan W. Carson
</TABLE>
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<TABLE>
<S> <C>
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Thomas L. Dahl
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Gerald V. Dirvin
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Thomas B. Donnell
April 3, 1995
Richard T. Farmer
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
John D. Geary
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Ivan W. Gorr
April 3, 1995
H. David Hale
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Joseph H. Head, Jr.
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Joan R. Herschede
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
William G. Kagler
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
William J. Keating
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
James D. Kiggen
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Robert B. Morgan
</TABLE>
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<TABLE>
<S> <C>
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Michael H. Norris
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Brian H. Rowe
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
George A. Schaefer, Jr.
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
John J. Schiff, Jr.
/S/ George A. Schaefer, Jr.* April 3, 1995
- --------------------------------
Dennis J. Sullivan, Jr.
April 3, 1995
Dudley S. Taft
<FN>
* 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.
</TABLE>
/S/ George A. Schaefer, Jr.
-----------------------------
George A. Schaefer, Jr.,
Attorney-In-Fact
