<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997
REGISTRATION NO. 333-27357
===============================================================================
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 registrant as specified in its charter)
OHIO 6711 31-0854434
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
---------------
FIFTH THIRD CENTER, CINCINNATI, OHIO 45263
(513) 579-5300
(Address, including Zip Code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
PAUL L. REYNOLDS, ESQ.
FIFTH THIRD BANCORP
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
(513)579-5300
(Name, address, including Zip Code and telephone
number, including area code, of agent for service)
---------------
COPIES OF COMMUNICATIONS TO:
Richard G. Schmalzl, Esq.
H. Samuel Lind, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 651-3836 (Fax)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: The merger of Suburban Bancorporation, Inc. ("Suburban") with and
into Fifth Third Bancorp ("Fifth Third") was consummated on July 25, 1997. Fifth
Third is hereby amending this Registration Statement to deregister 94,855 shares
of common stock, no par value, which were issuable to the shareholders of
Suburban in connection with the merger of Suburban with and into Fifth Third.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-4 (Reg. No. 333-27357) shall hereafter become effective in accordance with the
provisions of Section 8(c) of the Securities Act of 1933.
===============================================================================
<PAGE> 2
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Fifth Third Bancorporation
("Fifth Third"), set forth in that certain registration statement on Form S-4
(File No. 333-27357), declared effective on May 30, 1997 (the "Registration
Statement"), Fifth Third is filing this Post Effective Amendment No. 1 to
deregister an aggregate of 94,855 shares of its common stock, no par value (the
"Common Stock"), previously registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to the Registration Statement, issuable
to the shareholders of Suburban Bancorporation, Inc. ("Suburban") in connection
with the merger of Suburban with and into Fifth Third (the "Merger").
Pursuant to the Registration Statement, 450,000 shares of Common Stock
were registered. As previously announced and as more fully described in Fifth
Third's current report on Form 8-K filed with the Commission on June 24, 1997,
Fifth Third announced on June 17, 1997, that its Board of Directors had approved
a common stock dividend in the form of a 3-for-2 stock split with respect to its
Common Stock (the "Stock Split"). The stock dividend was paid on July 15, 1997
to shareholders of record as of June 30, 1997. By virtue of the Stock Split,
which was effective prior to the consummation of the Merger, and the provisions
of the Affiliation Agreement between Fifth Third and Suburban (which was
included as Annex A in the Registration Statement), the exchange ratio of
Suburban common stock to Fifth Third Common Stock was adjusted. Pursuant to Rule
416 promulgated under the Securities Act, the Registration Statement was deemed
to cover the additional securities to be offered and issued to the shareholders
of Suburban as a result of the Stock Split. Therefore, the Registration
Statement was deemed to cover a total of 675,000 shares of post Stock Split
Common Stock issuable to the shareholders of Suburban in connection with the
Merger.
Upon the consummation of the Merger, Fifth Third issued a total of
580,145 shares of post Stock Split Common Stock to the shareholders of Suburban.
Therefore, in accordance with the undertaking mentioned above, Fifth Third
hereby deregisters the remaining 94,855 shares of post Stock Split Common Stock
previously registered pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post Effective Amendment No. 1 to Registration
Statement No. 333-27357 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on October 3, 1997.
FIFTH THIRD BANCORP
By: /s/ George A. Schaefer, Jr.
--------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 333-27357 has been signed by the
following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ George A. Schaefer, Jr.
- ------------------------------ Date: October 3, 1997
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Accounting Officer:
/s/ P. Michael Brumm
- ----------------------------- Date: October 3, 1997
P. Michael Brumm
Executive Vice President and
Chief Financial Officer
Directors of the Company:
/s/ John F. Barrett* Date: October 3, 1997
- -----------------------------
John F. Barrett
/s/ Milton C. Boesel, Jr.* Date: October 3, 1997
- -----------------------------
Milton C. Boesel, Jr.
- ------------------------------ Date: October , 1997
Gerald V. Dirvin
- ------------------------------ Date: October , 1997
Thomas B. Donnell
- ------------------------------ Date: October , 1997
Richard T. Farmer
/s/ Mitchel Livingston* Date: October 3, 1997
- -----------------------------
Mitchel Livingston
- ------------------------------ Date: October , 1997
Ivan W. Gorr
<PAGE> 4
/s/ Joseph H. Head, Jr.* Date: October 3, 1997
- -----------------------------
Joseph H. Head, Jr.
- ------------------------------ Date: October , 1997
Joan R. Herschede
- ------------------------------ Date: October , 1997
William G. Kagler
/s/ William J. Keating* Date: October 3, 1997
- -----------------------------
William J. Keating
- ------------------------------ Date: October , 1997
James D. Kiggen
/s/ Robert B. Morgan* Date: October 3, 1997
- -----------------------------
Robert B. Morgan
- ------------------------------ Date: October , 1997
Michael H. Norris
/s/ James E. Rogers* Date: October 3, 1997
- -----------------------------
James E. Rogers
/s/ Brian H. Rowe* Date: October 3, 1997
- -----------------------------
Brian H. Rowe
/s/ George A. Schaefer, Jr.
- ------------------------------ Date: October 3, 1997
George A. Schaefer, Jr.
/s/ John J. Schiff, Jr.* Date: October 3, 1997
- -----------------------------
John J. Schiff, Jr.
/s/ Dennis J. Sullivan, Jr.* Date: October 3, 1997
- -----------------------------
Dennis J. Sullivan, Jr.
<PAGE> 5
/s/ Dudley S. Taft* Date: October 3, 1997
- ---------------------------------
Dudley S. Taft
* By: /s/ George A. Schaefer, Jr.
----------------------------
George A. Schaefer, Jr.
as attorney-in-fact, pursuant to
a power of attorney previously
filed
