Registration Statement No. 33-64871
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
255 E. Fifth Street
1900 Chemed Center
Cincinnati, Ohio 45202
(513) 977-8200
(Name, Address and Telephone Number of Agent for Service)
<PAGE>
At 2:15 p.m. E.T. on January 10, 1996, a Registration Statement
on Form S-4 filed by Fifth Third Bancorp ("Fifth Third"),
Registration Statement No. 33-64871, became effective with the
Securities and Exchange Commission. Pursuant to such Registration
Statement, Fifth Third registered 1,732,500 shares of common stock
without par value in connection with Fifth Third's acquisition of
Kentucky Enterprise Bancorp, Inc. ("Kentucky Enterprise"). 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 August 28, 1995 by and between Fifth Third and
Kentucky Enterprise and a related Agreement of Merger, as amended
and restated, dated as of August 28, 1995.
Fifth Third hereby files this Post-Effective Amendment No. 1 to
Registration Statement No. 33-64871 to remove from registration by
means of a post-effective amendment 6,215 shares of the securities
registered thereunder. The number of shares of Fifth Third common
stock registered under Registration Statement No. 33-64871 was an
estimate of the number of shares necessary to exchange all of the
outstanding shares of Kentucky Enterprise common stock into shares
of Fifth Third common stock. The exact number of shares of Fifth
Third common stock necessary for such exchange, although fixed, was
not certain at the time of the filing of the Registration Statement.
Consequently, Fifth Third hereby deregisters the 6,215 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. 33-64871, 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 1, 1996 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 April 1, 1996
George A. Schaefer, Jr. Chief
Executive
Officer
Principal Financial Officer:
/S/ George A. Schaefer, Jr.* Senior Vice April 1, 1996
P. Michael Brumm President and
Chief
Financial
Officer
Directors of the Company:
____________________________
John F. Barrett
____________________________
Milton C. Boesel, Jr.
____________________________
Clement L. Buenger
/S/ George A. Schaefer, Jr.* April 1, 1996
Gerald V. Dirvin
____________________________
Thomas B. Donnell
/S/ George A. Schaefer, Jr.* April 1, 1996
Richard T. Farmer
/S/ George A. Schaefer, Jr.* April 1, 1996
John D. Geary
_____________________________
Ivan W. Gorr
/S/ George A. Schaefer, Jr.* April 1, 1996
Joseph H. Head, Jr.
/S/ George A. Schaefer, Jr.* April 1, 1996
Joan R. Herschede
/S/ George A. Schaefer, Jr.* April 1, 1996
William G. Kagler
/S/ George A. Schaefer, Jr.* April 1, 1996
William J. Keating
/S/ George A. Schaefer, Jr.* April 1, 1996
James D. Kiggen
Robert B. Morgan
/S/ George A. Schaefer, Jr.* April 1, 1996
Michael H. Norris
/S/ George A. Schaefer, Jr.* April 1, 1996
James E. Rogers
/S/ George A. Schaefer, Jr.* April 1, 1996
Brian H. Rowe
/S/ George A. Schaefer, Jr.* April 1, 1996
George A. Schaefer, Jr.
/S/ George A. Schaefer, Jr.* April 1, 1996
John J. Schiff, Jr.
/S/ George A. Schaefer, Jr.* April 1, 1996
Dennis J. Sullivan, Jr.
____________________________
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<PAGE>
Harvey Jay Cohen, Partner
(513) 977-8144
April 1, 1996
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Filing of Post-Effective Amendment No. 1 to Registration
Statement No. 33-64871 on Form S-4 by Fifth Third Bancorp
Dear Sir or Madam:
Pursuant to the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, on behalf of Fifth Third
Bancorp, an Ohio corporation and registered bank holding company
with its principal place of business in Cincinnati, Ohio, enclosed
for filing please find Post-Effective Amendment No. 1 to
Registration Statement No. 33-64871 on Form S-4 by Fifth Third
Bancorp. The Registration Statement to which this Post-Effective
Amendment pertains was filed with the Commission through the EDGAR
system and became effective on January 10, 1996.
Please direct any questions or comments regarding this filing to the
undersigned at the address and telephone number set forth above, or
in my absence to Ms. Molly M. Thompson of this office whose
telephone number is (513) 977-8159.
Very truly yours,
/s/ Harvey Jay Cohen
Harvey Jay Cohen
cc: Molly M. Thompson, Esq. (w/encl)
