Registration Statement No. 33-60545
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)
Harvey Jay Cohen (replacing 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 4:30 p.m. E.S.T. on July 10, 1995, a Registration Statement
on Form S-4 filed by Fifth Third Bancorp ("Fifth Third"),
Registration Statement No. 33-60545, became effective with the
Securities and Exchange Commission. Pursuant to such Registration
Statement, Fifth Third registered 188,000 shares of common stock
without par value in connection with Fifth Third's acquisition of
the Bank of Naples ("Naples"). The exact number of shares to be
issued in connection with this transaction was to be determined in
accordance with an Affiliation Agreement, as amended, dated as of
April 4, 1995 by and between Fifth Third and Naples and a related
Plan and Agreement of Merger, as amended and restated, dated as of
April 4, 1995.
Fifth Third hereby files this Post-Effective Amendment No. 1 to
Registration Statement No. 33-60545 to remove from registration by
means of a post-effective amendment 10,646 shares of the securities
registered thereunder. The number of shares of Fifth Third common
stock registered under Registration Statement No. 33-60545 was an
estimate of the number of shares necessary to exchange all of the
outstanding shares of Naples 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 10,646 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. 33-60545, 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: October 6, 1995 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 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.
Principal Executive Officer:
/S/ George A. Schaefer, Jr.* President and October 6, 1995
George A. Schaefer, Jr. Chief
Executive
Officer
Principal Financial Officer:
/S/ George A. Schaefer, Jr.* Senior Vice October 6, 1995
P. Michael Brumm President and
Chief
Financial
Officer
Directors of the Company:
/S/ George A. Schaefer, Jr.* October 6, 1995
John F. Barrett
/S/ George A. Schaefer, Jr.* October 6, 1995
Milton C. Boesel, Jr.
/S/ George A. Schaefer, Jr.* October 6, 1995
Clement L. Buenger
Gerald V. Dirvin
<PAGE>
Thomas B. Donnell
Richard T. Farmer
/S/ George A. Schaefer, Jr.* October 6, 1995
John D. Geary
/s/ George A. Schaefer, Jr.* October 6, 1995
Ivan W. Gorr
/S/ George A. Schaefer, Jr.* October 6, 1995
Joseph H. Head, Jr.
/S/ George A. Schaefer, Jr.* October 6, 1995
Joan R. Herschede
/S/ George A. Schaefer, Jr.* October 6, 1995
William G. Kagler
/S/ George A. Schaefer, Jr.* October 6, 1995
William J. Keating
/S/ George A. Schaefer, Jr.* October 6, 1995
James D. Kiggen
/s/ George A. Schaefer, Jr.* October 6, 1995
Robert B. Morgan
Michael H. Norris
/S/ George A. Schaefer, Jr.* October 6, 1995
Brian H. Rowe
/S/ George A. Schaefer, Jr.* October 6, 1995
George A. Schaefer, Jr.
/S/ George A. Schaefer, Jr.* October 6, 1995
John J. Schiff, Jr.
/S/ George A. Schaefer, Jr.* October 6, 1995
Dennis J. Sullivan, Jr.
October 6, 1995
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.,
Attorney-In-Fact
