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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. 18 )*
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Fifth Third Bancorp
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(Name of Issuer)
Common Stock, without Par Value
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(Title of Class of Securities)
316773-10-0
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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 5 pages
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SCHEDULE 13G
CUSIP NO. 316773100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America (Ohio corporation)
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5 SOLE VOTING POWER
As to all matters, including election
of directors 2,378,764
NUMBER OF As to all matters, other than election
SHARES of directors 538,570
BENEFICIALLY -----------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH As to all matters, including election
REPORTING of directors 1,312
PERSON -----------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
3,605,644
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8 SHARED DISPOSITIVE POWER
773,967
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,758,165
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
3,667,600 shares, with respect to which the reporting person has
neither voting nor dispositive rights, are excluded
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.49%
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12 TYPE OF REPORTING PERSON*
Holding company as defined in Section 240.13d-1(b) (ii) (G) of the
Exchange Act Rules
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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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
(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).
ITEM 4 OWNERSHIP:
This report relates to an aggregate of 4,758,165 shares of the Class
A Common Stock of Fifth Third Bancorp, without par value. These
shares are held in a total of 939 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.
Note: Effective for shareholders of record on December 31, 1996.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 5 pages
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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:
Fifth Third Bancorp subsidiaries have neither voting power nor dispositive
power with respect to 3,667,600 shares of Fifth Third Bancorp stock. The
remaining 4,758,165 shares of the outstanding stock held by Fifth Third
Bancorp subsidiaries may be deemed beneficially held.
(b) Percentage of Class:
Fifth Third Bancorp - 4.49%
(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
----------------- -----------------
<S> <C> <C>
(i) Sole power to vote
or to direct the vote 2,378,764 538,570
(ii) Shared Power to vote
or to direct the vote 1,312 -0-
(iii) Sole Power to dispose
or to direct the
disposition of 3,605,644 -0-
(iv) Shared power to dispose
or to direct the
disposition of 773,967 -0-
</TABLE>
Page 4 of 5 pages
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.:
Fifth Third Bancorp holds beneficial rights with respect to less than
5% of the issuing stock.
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 filed by Fifth Third Bancorp, the parent holding
company of ten (10) entities holding beneficial ownership of the class
of shares being described herein.
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 13, 1997
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Date
FIFTH THIRD BANCORP
By: /s/ Michael K. Keating
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Name: Michael K. Keating
Title: Secretary
Page 5 of 5 pages
