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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. 16)*
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 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).
Page 1 of 6 pages
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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 /
(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 1,324,146
NUMBER OF As to all matters, other than election of directors 529,973
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY As to all matters, including election of directors 875
EACH REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
2,177,304
8 SHARED DISPOSITIVE POWER
778,380
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 exluded
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
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 2 of 6 pages
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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
3-0854433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x /
(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 806,515
NUMBER OF As to all matters, other than election of directors 290,298
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY As to all matters, including election of directors 875
EACH REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
1,917,210
8 SHARED DISPOSITIVE POWER
389,527
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,225
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
2,356,954 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
3.96%
12 TYPE OF REPORTING PERSON*
Bank as defined in Section 3(a)(b) of the Act
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
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FIFTH THIRD BANCORP Page 4 of 6
316773100
Item 1 (a) Name of Issuer:
Fifth Third Bancorp
(b) Address of Issuer's Principal Executive Office:
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Item 2 (a)-(c) Names, Addresses & 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.
Item 4 Ownership
This report relates to an aggregate of 3,520,630 shares of the
Class A Common Stock of Fifth Third Bancorp, without par value,
of which The Fifth Third Bank has 2,564,225 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.
Page 4 of 6 pages
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FIFTH THIRD BANCORP Page 5 of 6
316773100
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 Beneficially Owned:
The Fifth Third Bank and other Fifth Third Bancorp subsidiaries
have neither voting power nor dispositive power with respect to
2,470,827 shares of Fifth Third Bancorp stock. The remaining
3,520,630 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 - 5.4% (including The Fifth Third Bank which
currently holds 3.96%).
(c) Number of Shares as to which Fifth Third Bancorp, through its
subsidiaries, has:
<TABLE>
<CAPTION>
For all matters, For all matters
including elec- other than elec-
tion of Directors tion of Directors
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(i) Sole power to vote
or to direct the vote 1,324,146 529,973
(ii) Shared Power to vote
or to direct the vote 875 -0-
(iii) Sole Power to dispose
or to direct the
disposition of 2,177,304 -0-
(iv) Shared power to dispose
or to direct the
disposition of 778,380 -0-
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Page 5 of 6 pages
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FIFTH THIRD BANCORP Page 6 of 6
316773100
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
Item 10 Certification
By signing below the undersigned certified that, to the best of
its knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and 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 6, 1995 February 6, 1995
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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
Page 6 of 6 pages
