<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998
REGISTRATION NO. 333-42379
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
OHIO 6711 31-0854434
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
----------
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.
Gwen M. Morris, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Phone: (513) 621-6464
Fax: (513) 651-3836
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------- -------------------- ------------------------- -------------------------- ---------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
UNIT PRICE
- ----------------------------- -------------------- ------------------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 351,004 SHARES(1) (1) (1) (1)
- ----------------------------- -------------------- ------------------------- -------------------------- ---------------------
<FN>
(1) The number of shares of Registrant's Common Stock has been increased solely to reflect the Registrant's three-for-two
stock split declared on March 17, 1998 and payable on April 15, 1998. The required filing fee of $5,483.66 was previously
paid upon the initial filing of this Registration Statement.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 3, 1998
PROSPECTUS
FIFTH THIRD BANCORP
351,004 SHARES OF COMMON STOCK
----------------------------------------------------
This Prospectus relates to the sale by certain individuals identified
herein (the "Selling Security Holders") of 351,004 shares of common stock, no
par value (the "Common Stock") of Fifth Third Bancorp, an Ohio corporation
("Fifth Third"). The shares of Common Stock offered hereby ("Registrable
Shares") were issued to the Selling Security Holders pursuant to the Agreement
and Plan of Merger dated as of September 17, 1997 (the "Merger Agreement") by
and among Fifth Third, Fifth Third A Corp, an Indiana corporation and
wholly-owned subsidiary of Fifth Third, and Heartland Capital Management, Inc.,
an Indiana corporation ("Heartland"), and the Selling Security Holders. Pursuant
to the Merger Agreement, Fifth Third A Corp merged with and into Heartland (the
"Merger") on November 24, 1997.
In the Merger, Heartland stockholders received an aggregate of 351,004
shares of Fifth Third Common Stock. On March 17, 1998, Fifth Third declared a
three-for-two stock split to be effected in the form of a stock dividend to be
distributed on April 15, 1998 (the "1998 Fifth Third Stock Split"). Unless
otherwise indicated, all share information in this Prospectus has been adjusted
to give effect to the 1998 Fifth Third Stock Split.
The Registrable Shares may be offered for sale from time to time during
the periods specified herein by the Selling Security Holders, or by certain
other persons who are named in an amendment or supplement to this Prospectus in
one or more transactions described herein on the Nasdaq National Market or any
securities exchange on which the Common Stock is listed, in the over-the-counter
market, in one or more private transactions or in a combination of such methods
of sale, at prices and on terms then prevailing, at prices related to such
prices or at negotiated prices. See "PLAN OF DISTRIBUTION." The price at which
any of the Registrable Shares may be sold, and the commissions, if any, paid in
connection with any such sale, are unknown and may vary from transaction to
transaction. Persons effecting resales of Registrable Shares purchased and
dealers or brokers handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities Act of
1933, as amended, (the "Securities Act") and the rules and regulations
promulgated thereunder, with respect to such sales.
Pursuant to Merger Agreement, Fifth Third has agreed to pay the
expenses incurred in connection with the registration of the Registrable Shares;
provided, however, that Fifth Third will not pay any selling commissions,
discounts, underwriting or advisory fees, brokers' fees or fees of similar
securities industry professionals relating to the sale of the Registrable Shares
or any transfer taxes and related charges or fees and disbursements of counsel
for any Selling Security Holder.
THE SHARES OF FIFTH THIRD COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE HEREBY. IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
THE DATE OF THIS PROSPECTUS IS APRIL __, 1998.
<PAGE> 3
AVAILABLE INFORMATION
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SEE "INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE." THESE DOCUMENTS (EXCLUDING EXHIBITS UNLESS SPECIFICALLY
INCORPORATED THEREIN) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST
FROM PAUL L. REYNOLDS, ASSISTANT SECRETARY, FIFTH THIRD BANCORP, FIFTH THIRD
CENTER, CINCINNATI, OHIO 45263 (TELEPHONE NUMBER: (513) 579-5300).
Fifth Third is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Fifth Third can be inspected and
copied at Room 1024 of the Offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices in New York (7
World Trade Center, 13th Floor, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511), and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Fifth Third files its reports, proxy statements
and other information with the Commission electronically, and the Commission
maintains a website located at http://www.sec.gov containing such information.
Fifth Third has filed a Registration Statement on Form S-3 together
with all amendments and exhibits thereto with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement, including any amendments, schedules and exhibits thereto, is
available for inspection and copying as set forth above. Statements contained in
this Prospectus as to the contents of any contract or other document referred to
herein include all material terms of such contracts or other documents but are
not necessarily complete, and in each instance reference is made to the copy of
any such contract or other document which may have been filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference.
Fifth Third Common Stock is traded on the Nasdaq National Market under
the symbol "FITB." Documents filed by Fifth Third with the Commission also can
be inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Fifth Third with the
Commission are hereby incorporated into this Prospectus by reference:
(a) Fifth Third's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) Fifth Third's Proxy Statement dated February 9, 1998; and
-2-
<PAGE> 4
(c) Fifth Third's Current Report on Form 8-K dated March 17, 1998.
In addition, all subsequent documents filed with the Commission by
Fifth Third pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document which also is deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
BUSINESS OF FIFTH THIRD
Fifth Third is an Ohio corporation organized in 1975 as a bank holding
company registered under the Bank Holding Company Act of 1956, as amended, and
subject to regulation by the Federal Reserve Board. Fifth Third, with its
principal office located in Cincinnati, is a multi-bank holding company that
owns all of the outstanding stock of nine commercial banks with 411 offices in
Ohio, Kentucky, Indiana and Florida. Those banks are: The Fifth Third Bank, The
Fifth Third Bank of Columbus, The Fifth Third Bank of Northwestern Ohio, N.A.,
The Fifth Third Bank of Southern Ohio, The Fifth Third Bank of Western Ohio,
Fifth Third Bank of Florida, Fifth Third Bank of Northern Kentucky, Inc., Fifth
Third Bank of Kentucky, Inc., and The Fifth Third Bank of Central Indiana.
Fifth Third, through its subsidiaries, engages primarily in commercial,
retail and trust banking, investment services and leasing activities and also
provides credit life, accident and health insurance, discount brokerage services
and property management for its properties. Those subsidiaries consist of The
Fifth Third Company, Fifth Third Securities, Inc., The Fifth Third Leasing
Company, Midwest Payment Systems, Inc. ("MPS") and Fifth Third International
Company. Fifth Third's affiliates provide a full range of financial products and
services to the retail, commercial, financial, governmental, educational and
medical sectors, including a wide variety of checking, savings and money market
accounts, and credit products such as credit cards, installment loans, mortgage
loans and leasing. On November 24, 1997, Fifth Third acquired in the Merger all
of the outstanding capital stock of Heartland, an investment advisory firm, in
exchange for 351,004 shares of Common Stock (representing $16,146,276 in market
value based on the closing price of the Common Stock as reported on the Nasdaq
National Market on November 24, 1997). Each of the banking affiliates has
deposit insurance provided by the Federal Deposit Insurance Corporation ("FDIC")
through the Bank Insurance Fund.
Fifth Third, through its banking subsidiaries, operates for itself and
other financial institutions a proprietary automated teller machine ("ATM")
network, Jeanie(R). The Jeanie system participates in a shared ATM network
called "Money Station(R)," which includes several regional bank holding
companies and over 1,000 ATM's. The "Money Station" network participates in
another shared ATM network called "PLUS System(R)," which is a nationwide
network with over 17,000 participating ATM's. The Fifth Third Bank, through its
wholly owned subsidiary, MPS, also provides electronic switch services for
several regional banks and bank holding companies in Ohio, Kentucky and
Illinois.
Fifth Third is a corporate entity legally separate and distinct from
its affiliates. The principal source of Fifth Third's income is dividends from
its affiliates. There are certain regulatory
-3-
<PAGE> 5
restrictions as to the extent to which the affiliates can pay dividends or
otherwise supply funds to Fifth Third. See "DESCRIPTION OF CAPITAL STOCK."
RECENT DEVELOPMENTS
On December 22, 1997, Fifth Third agreed to acquire The Ohio Company, a
company that provides broker/dealer services, investment banking services and
investment advisory services. A newly formed wholly owned acquisition subsidiary
of Fifth Third will merge with and into The Ohio Company such that The Ohio
Company will become a wholly owned Fifth Third subsidiary upon completion of
that merger. In connection with the acquisition of The Ohio Company, Fifth Third
will issue in exchange for all of the outstanding shares of capital stock of The
Ohio Company such number of shares of Fifth Third Common Stock having a fair
market value of $80.0 million. Based on the fair market value per share of Fifth
Third Common Stock as of April 1, 1998, approximately 1,409,690 shares of Fifth
Third Common Stock would be issued to the shareholders of The Ohio Company.
Fifth Third expects that its acquisition of The Ohio Company will be accounted
for as a purchase.
On January 2, 1998, Fifth Third agreed to acquire State Savings Company
("State Savings"), a savings and loan holding company based in Columbus, Ohio
which owns State Savings Bank, F.S.B. and certain related subsidiaries. State
Savings will merge with and into Fifth Third, and the various State Savings
subsidiaries will become wholly owned subsidiaries of Fifth Third. Subject to
adjustment as provided in the affiliation agreement between Fifth Third and
State Savings, each share of State Savings common stock will be converted into
the right to receive 2,770.89 shares of Fifth Third Common Stock. Based on the
6,000 shares of State Savings common stock outstanding as of January 2, 1998,
Fifth Third would issue approximately 16,625,340 shares of Fifth Third Common
Stock in that merger. Based on the fair market value per share of Fifth Third
Common Stock as of April 1, 1998, the value of such shares would have an
aggregate value of $943,488,045. Fifth Third expects that its acquisition of
State Savings will be accounted for as a pooling-of-interests.
On January 13, 1998, Fifth Third agreed to acquire CitFed Bancorp, Inc.
("CitFed Bancorp"), a savings and loan holding company based in Dayton, Ohio
which owns Citizens Federal Bank, F.S.B. and certain related subsidiaries.
CitFed Bancorp will merge with and into Fifth Third, and the various CitFed
Bancorp subsidiaries will become wholly owned subsidiaries of Fifth Third.
Subject to adjustment as provided in the affiliation agreement between Fifth
Third and CitFed Bancorp, each share of CitFed Bancorp common stock will be
converted into the right to receive 1.005 shares of Fifth Third Common Stock.
Based on the 13,002,811 shares of CitFed Bancorp common stock outstanding as of
January 13, 1998, Fifth Third would issue approximately 13,067,825 shares of
Fifth Third Common Stock in that merger. Based on the fair market value per
share of Fifth Third Common Stock as of April 1, 1998, the value of such shares
would have an aggregate value of $741,599,069. Fifth Third expects that its
acquisition of CitFed Bancorp will be accounted for as a pooling-of-interests.
Fifth Third expects that its acquisition of The Ohio Company will be
completed in mid-1998 and that its acquisitions of CitFed Bancorp and State
Savings will be completed in June 1998 following The Ohio Company acquisition.
There can be no assurances that these transactions will be successfully
consummated.
CAPITAL REQUIREMENTS
The federal banking regulators have issued regulations to implement
certain capital requirements on commercial banks and large bank holding
companies, such as Fifth Third. Under these regulations, commercial banks are
required to maintain a minimum Tier 1 capital ratio to adjusted total assets of
4%. Tier 1 capital generally consists of common stockholders' equity, retained
income and certain noncumulative perpetual preferred stock and related income,
except that no intangibles and certain purchased mortgage servicing rights and
purchased credit card relationships may be included in capital.
Additionally, commercial banks are required to maintain "total capital"
equal to at least 8% of total risk-weighted assets. For purposes of the
risk-based capital requirement, "total capital" means Tier 1 capital (as
described above) plus "Tier 2 capital," provided that the amount of Tier 2
capital may not exceed the amount of Tier 1 capital, less certain assets. The
components of Tier 2 capital include certain permanent and maturing capital
instruments that do not qualify as Tier 1 capital and general valuation loan and
lease loss allowances up to a maximum of 1.25% of risk-weighted assets.
The Federal Reserve Board has established capital requirements for bank
holding companies that generally parallel the capital requirements for
commercial banks.
Fifth Third, and each of its subsidiary banks, is in compliance with
current capital requirements. As of December 31, 1997, Fifth Third had a
leverage ratio of 10.16%, its Tier 1 risk-based capital ratio was 12.09% and its
total risk-based capital ratio was 14.70%.
GENERAL REGULATION OF BANK HOLDING COMPANIES
Fifth Third is extensively regulated under both federal and state law.
To the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions.
-4-
<PAGE> 6
As a bank holding company, Fifth Third is registered with and subject
to regulation by the Federal Reserve Board. A bank holding company is required
to file with the Federal Reserve Board an annual report and such additional
information as the Federal Reserve Board may require pursuant to the Bank
Holding Company Act.
The Federal Reserve Board also may make examinations of a bank holding
company. The Bank Holding Company Act requires each bank holding company to
obtain the prior approval of the Federal Reserve Board before it may acquire
substantially all of the assets of any bank, or before it may acquire ownership
or control of any voting shares of any company if, after such acquisition, it
would own or control directly or indirectly, more than 5% of the voting shares
of such bank.
The Bank Holding Company Act also restricts the types of businesses and
operations in which a bank holding company and its subsidiaries (other than bank
subsidiaries) may engage. Generally, permissible activities are limited to
banking and activities found by the Federal Reserve Board to be closely related
to banking.
GENERAL REGULATION OF COMMERCIAL BANKS
The operations of the subsidiary banks of Fifth Third are subject to
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans that may be granted and the interest that may be charged
thereon, and limitations on the types of investments that may be made and the
types of services which may be offered. Various consumer laws and regulations
also affect the operations of these banking subsidiaries.
National banks are subject to the supervision of and are regularly
examined by the Comptroller of the Currency. In addition, national banks may be
members of the Federal Reserve System and their deposits are insured by the FDIC
and, as such, may be subject to regulation and examination by each agency. State
chartered banking corporations are subject to federal and state regulation of
their business and activities, including, in the case of banks chartered in
Ohio, by the Ohio Division of Financial Institutions, in the case of banks
chartered in Kentucky, by the Kentucky Department of Financial Institutions, and
in the case of banks chartered in Indiana, by the Indiana Department of
Financial Institutions.
ADDITIONAL INFORMATION
For more detailed information about Fifth Third, reference is made to
the Fifth Third Annual Report on Form 10-K for the year ended December 31, 1997,
which is incorporated herein by reference. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
EFFECT OF GOVERNMENTAL POLICIES
The earnings of Fifth Third and its subsidiaries are affected not only
by domestic and foreign economic conditions, but also by the monetary and fiscal
policies of the United States and its agencies, particularly the Federal Reserve
Board, foreign governments and other official agencies. The Federal Reserve
Board can and does implement national monetary policy, such as the curbing of
inflation and combating of recession, by its open market operations in United
States Government securities, control of the discount rate applicable to borrows
and the establishment of reserve requirements against deposits and certain
liabilities of depository institutions. The actions of the Federal Reserve Board
influence the growth of bank loans, investments and deposits and affect interest
rates charged on loans or paid on deposits. The nature and impact of future
changes in monetary and fiscal policies are not predictable.
From time to time various proposals are made in the United
States Congress and in state legislatures and before various regulatory
authorities that would alter the powers or the existing regulatory framework for
banks, bank holding companies, savings banks and other financial institutions.
It is impossible to predict whether any of the proposals will be adopted and the
impact, if any, of such adoption on the business of Fifth Third and its
subsidiaries.
SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth certain historical financial data concerning
Fifth Third for the five years ended December 31, 1997. All information is based
on information contained in Fifth Third's 1997 Annual Report to Stockholders
which is incorporated by reference in Fifth Third's Annual Report on Form 10-K
for the year ended December 31, 1997. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Summary of Operations:
---------------------
Interest income $1,478,388 $1,385,113 $1,173,165 $922,301 $812,914
Interest expense 733,426 695,869 609,733 405,548 339,399
---------- ---------- ---------- -------- --------
Net interest income 744,962 689,244 563,432 516,753 473,515
Provision for credit losses 80,342 64,014 42,962 35,780 48,037
---------- ---------- ---------- -------- --------
Net interest income after
provision for credit losses 664,620 625,230 520,470 480,973 425,478
Other operating income 445,461 368,415 305,715 255,908 231,150
Operating expenses (1) 506,158 493,330 395,617 371,545 352,720
---------- ---------- ---------- -------- --------
Income before income taxes 603,923 500,315 430,568 365,336 303,908
Applicable income taxes 202,686 165,256 142,883 120,877 97,673
---------- ---------- ---------- -------- --------
Net income $ 401,237 $ 335,059 $ 287,685 $244,459 $206,235
========== ========== ========== ======== ========
Common Share Data: (2)
----------------------
Earnings per share $ 1.73 1.43 1.29 1.13 .97
Diluted earnings per share 1.69 1.41 1.26 1.10 .95
Cash dividends declared per share .569 .489 .427 .356 .302
Book value at period end 9.78 9.00 7.63 6.40 5.91
Average shares outstanding (000's) 232,655 233,987 222,479 217,305 211,440
Average diluted shares
outstanding (000's) 236,526 239,405 230,945 225,873 220,517
</TABLE>
(1) Operating expenses for 1996 include the impact of the special SAIF
assessment of $16.6 million pretax ($10.8 million after tax or $.04 per
share).
(2) Per share amounts and shares outstanding reflect the 1998 Fifth Third
Stock Split.
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Financial Condition
at Period End: (In thousands except per share amounts)
-------------------
<S> <C> <C> <C> <C> <C>
Securities $ 6,469,313 6,400,685 4,338,269 3,637,035 2,674,468
Loans and Leases $13,438,717 12,514,792 11,690,643 10,286,457 9,566,898
Assets $21,375,054 20,548,998 17,052,883 14,957,009 13,128,544
Deposits $14,914,132 14,374,656 12,485,780 10,630,878 9,477,306
Short-Term Borrowings $ 3,060,931 3,265,432 2,005,495 2,452,218 1,691,744
Long-Term Debt and Convertible
Subordinated Notes $ 457,878 277,661 425,396 178,713 407,864
Stockholders' Equity $ 2,277,411 2,144,125 1,724,575 1,398,774 1,277,660
Average Balances During the Period:
- -----------------------------------
Securities $ 6,355,035 5,905,341 4,280,773 3,101,320 2,365,897
Loans and Leases $12,783,555 12,304,544 10,960,757 9,902,901 8,869,432
Assets $20,460,460 19,480,238 16,166,207 13,829,341 12,041,054
Deposits $14,193,072 13,960,186 11,257,248 9,997,710 8,961,228
Short-Term Borrowings $ 3,283,835 2,780,806 2,669,477 1,967,819 1,365,070
Long Term Debt and Convertible
Subordinated Notes $ 417,823 342,187 290,824 249,612 343,617
Stockholders' Equity $ 2,052,081 1,946,435 1,586,722 1,314,341 1,157,412
Ratios:
-------
Profitability Ratios:
---------------------
Return on average assets (1) 1 .96% 1.72 1.78 1.77 1.71
Return on average stockholders'
equity (1) 19.6% 17.2 18.1 18.6 17.8
Net interest margin 4.11% 3.99 3.90 4.16 4.39
Overhead ratio (1) (2) 41.0% 45.0 43.9 46.6 48.6
Other operating income to total
income (3) 37.1% 34.6 34.8 33.1 32.2
Capital Ratios:
---------------
Average stockholders' equity to
average assets 10.03% 9.99 9.82 9.50 9.61
Tier 1 risk-adjusted capital 12.09% 11.37 11.03 11.26 11.50
Total risk adjusted capital 14.70% 14.06 14.33 13.21 13.85
Tier 1 leverage 10.16% 9.22 9.47 9.62 9.59
Ratio of Earnings to Fixed Charges (4)
--------------------------------------
Including deposit interest 1.82% 1.71 1.70 1.89 1.89
Excluding deposit interest 3.92% 3.93 3.49 4.75 5.77
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Credit Quality Ratios:
- ----------------------
Reserve for credit losses to
nonperforming assets 516.84% 531.48 436.06 570.50 362.84
Reserve for credit losses to loans
and leases outstanding 1.50% 1.50 1.52 1.52 1.51
Net charge-offs to average loans
and leases outstanding .54% .49 .27 .18 .31
Nonperforming assets to loans,
leases and other real estate owned .29% .28 .35 .27 .42
</TABLE>
(1) Operating expenses for 1996 include the impact of the special SAIF
assessment of $16.6 million pretax ($10.8 million after tax or $.04 per
share). For comparability, excluding the impact of this assessment, return
on average assets, return on average equity and the overhead ratio would
have been 1.78%, 17.8% and 43.5%, respectively.
(2) Operating expenses divided by the sum of taxable equivalent net interest
income and other operating income.
(3) Other operating income excluding securities gains and losses as a percent
of net interest income and other operating income excluding securities
gains and losses.
(4) Earnings represent income before income taxes plus fixed charges. Fixed
charges include interest expense and the proportion deemed representative
of the interest factor of rental expense.
USE OF PROCEEDS
Fifth Third will not receive any proceeds from the sale of Common Stock
by the Selling Security Holders. See "SELLING SECURITY HOLDERS."
SELLING SECURITY HOLDERS
Pursuant to the Merger Agreement, Fifth Third agreed to file with the
Commission a Registration Statement under the Securities Act and maintain its
effectiveness until the earlier of
-5-
<PAGE> 7
(i) November 24, 1998, the first anniversary of the closing date of the Merger,
or (ii) the first date as of which all Registrable Shares have been sold
pursuant to the Registration Statement or otherwise cease to be Registrable
Shares. Under the terms of the Merger Agreement, Fifth Third has agreed to pay
all expenses incurred in connection with the registration of the shares of
Common Stock being sold by the Selling Security Holders; provided, however, that
Fifth Third will not pay any selling commissions, discounts, underwriting or
advisory fees, brokers' fees or fees of similar securities industry
professionals relating to the sale of the Registrable Shares. Fifth Third has
agreed to indemnify the Selling Security Holders and any underwriters against
certain liabilities, including liabilities under the Securities Act.
The following table sets forth certain information with respect to the
Selling Security Holders and their beneficial ownership of Common Stock as of
the Effective Time of the Merger. Prior to the Effective Time of the Merger, no
Selling Security Holder held any positions or offices or had any other material
relationships with Fifth Third, or any of its predecessors or affiliates, during
the past three years.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock and
Number of Shares of Number of Shares of Percentage Assuming
Common Stock Common Stock Which the Sale of All Shares
Name and Address of Beneficially Owned as of May Be Sold Pursuant Offered Pursuant to this
Beneficial Owner the Effective Time(1)(2) to this Prospectus Prospectus
- ------------------- ------------------------ -------------------- ------------------------
<S> <C> <C> <C>
Barry F. Ebert 193,755 193,755 0%
R.R. #2
Box 195
Monrovia, Indiana 46157
Robert D. Markley 129,169 129,169 0%
12939 Brighton Avenue
Carmel, Indiana 46032
Thomas F. Maurath 28,080 28,080 0%
11670 Fall Creek Road
Indianapolis, Indiana 46256
- ---------------
<FN>
(1) The Commission has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or right to acquire
beneficial ownership of a security within 60 days. The number of shares
indicated are owned with sole voting and investment power unless otherwise
noted.
(2) The number of shares have been adjusted to reflect the 1998 Fifth Third
Stock Split.
</TABLE>
DESCRIPTION OF CAPITAL STOCK
Fifth Third is authorized to issue 300,000,000 shares of Fifth Third Common
Stock, no par value, and 500,000 shares of preferred stock, no par value ("Fifth
Third Preferred Stock"). As of December 31, 1997, Fifth Third had outstanding
155,224,561 shares of Fifth Third Common Stock (which number would increase to
232,836,841 shares upon adjustment for the 1998 Fifth Third Stock Split) and no
shares of Fifth Third Preferred Stock. The following summary description of the
capital stock of Fifth Third does not purport to be complete and is qualified in
its entirety by reference to Fifth Third's Second Amended Articles of
Incorporation, as amended.
-6-
<PAGE> 8
COMMON STOCK
Voting. Under Fifth Third's Second Amended Articles of Incorporation,
as amended, the holders of Common Stock have no preemptive rights and the Common
Stock has no redemption, sinking fund, or conversion privileges. The holders of
Fifth Third Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders. The Code of Regulations of Fifth Third
provides for the division of its Board of Directors into three classes of
approximately equal size. Directors are elected for three-year terms and the
terms of office of approximately one-third of the classified Board of Directors
expire each year. The holders of Fifth Third Common Stock have the right to vote
cumulatively in the election of directors. Under applicable Ohio law, unless a
corporation's articles of incorporation are amended to provide that no
stockholder of the corporation may cumulate his or her voting power, each
stockholder has the right to vote cumulatively in the election of directors of
such corporation if (i) written notice is given by any stockholder of such
corporation to the President, a Vice President or the Secretary of such
corporation, not less than forty-eight hours before the time fixed for holding
the meeting at which directors are to be elected, indicating that such
stockholder desires that voting for the election of directors be cumulative, and
(ii) announcement of the giving of such notice is made upon the convening of the
meeting by the Chairman or the Secretary or by or on behalf of the stockholder
giving such notice. In such event, each stockholder will be entitled to cumulate
such voting power as he or she possesses and to give one nominee as many votes
as the number of directors to be elected multiplied by the number of his or her
shares, or to distribute such votes on the same principle among two or more
candidates, as each stockholder sees fit.
Dividends. Holders of Fifth Third Common Stock are entitled to
dividends as and when declared by the Board of Directors out of funds legally
available for the payment of dividends.
Most of the revenues of Fifth Third available for payment of dividends
derive from amounts paid to it by its subsidiaries. Under applicable banking
law, the total of all dividends declared in any calendar year by a national bank
or a state-chartered bank may not, without the approval of the Comptroller of
the Currency, the Federal Reserve Board, or the FDIC, as the case may be, exceed
the aggregate of such bank's net profits (as defined) and retained net profits
for the preceding two years.
The affiliates of Fifth Third include both state and nationally
chartered banks. The Comptroller of the Currency, banking authorities of the
States of Ohio, Indiana and Kentucky, the principal regulators of such
affiliates, have the statutory authority to prohibit a depository institution
under their supervision from engaging in what, in their opinion, constitutes an
unsafe or unsound practice in conducting its banking or savings association
business. The payment of dividends could, depending upon the financial condition
of affiliates, be deemed to constitute such an unsafe or unsound practice. No
affiliate of Fifth Third has ever been prohibited from declaring dividends or
restricted in paying any dividends declared.
If, in the opinion of the applicable regulatory authority, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), such authority
may require, after notice and hearing, that such bank cease and desist from the
practice. The Federal Reserve Board has similar authority with respect to bank
holding companies. In addition, the Federal Reserve Board, the Comptroller of
the Currency and the FDIC have issued policy statements which provide that
insured banks and bank holding companies should generally only pay dividends out
of current operating earnings. Finally, the regulatory authorities have
-7-
<PAGE> 9
established guidelines with respect to the maintenance of appropriate levels of
capital by a bank, bank holding company, savings association or savings and loan
holding company under their jurisdiction. Compliance with the standards set
forth in such guidelines could limit the amount of dividends which Fifth Third
and its affiliates, may pay.
Liquidation. In the event of any liquidation, dissolution or winding up
of Fifth Third, the holders of Fifth Third Common Stock would be entitled to
receive, after payment or provision for payment of all debts and liabilities of
Fifth Third (including the payment of all fees, taxes and other expenses
incidental thereto), the remaining assets of Fifth Third available for
distribution. If Fifth Third Preferred Stock is issued, the holders thereof may
have priority over the holders of Fifth Third Common Stock in the event of
liquidation or dissolution.
PREFERRED STOCK
Pursuant to Article Fourth of Fifth Third's Second Amended Articles of
Incorporation, as amended, the Board of Directors of Fifth Third may, without
further action of the Stockholders, (a) divide into one or more new series the
authorized shares of Fifth Third Preferred Stock which have not previously been
designated, (b) fix the number of shares constituting any such new series, and
(c) fix the dividend rates, payment dates, whether dividend rights shall be
cumulative or non-cumulative, conversion rights, redemption rights (including
sinking fund provisions) and liquidation preferences. Except as otherwise
provided by law, holders of any series of Fifth Third Preferred Stock shall not
be entitled to vote on any matter.
CHANGE OF CONTROL PROVISIONS
The Second Amended Articles of Incorporation, as amended, and Code of
Regulations of Fifth Third contain various provisions which could make more
difficult a change in control of Fifth Third or discourage a tender offer or
other plan to restructure Fifth Third. Under Fifth Third's Second Amended
Articles of Incorporation, as amended, Fifth Third's Board of Directors has the
authority to issue 500,000 shares of Fifth Third Preferred Stock and to fix the
designations, powers, preferences and rights of such shares and the
qualifications, limitations or restrictions applicable thereto.
Chapter 1704 of the Ohio Revised Code prohibits an "Issuing Public
Corporation" from engaging in a "Chapter 1704 Transaction" with an "Interested
Shareholder" for a period of three years following the date on which the person
became an Interested Shareholder unless, prior to such date, the directors of
the Issuing Public Corporation approve either the Chapter 1704 Transaction or
the acquisition of shares pursuant to which such person became an Interested
Shareholder. Fifth Third is an Issuing Public Corporation for purposes of the
statute. An Interested Shareholder is any person who is the beneficial owner of
a sufficient number of shares to allow such person, directly or indirectly,
alone or with others, including affiliates and associates, to exercise or direct
the exercise of 10% of the voting power of the Issuing Public Corporation in the
election of directors.
A Chapter 1704 Transaction includes any merger, consolidation,
combination or majority share acquisition between or involving an Issuing Public
Corporation and an Interested Shareholder or an affiliate or associate of an
Interested Shareholder. A Chapter 1704 Transaction also includes certain
transfers of property, dividends and issuance or transfers of shares, from or by
an Issuing Public Corporation or a subsidiary of an Issuing Public Corporation
to, with or for the benefit of an Interested Shareholder or an affiliate or
associate of an Interested Shareholder unless such transaction is in the
ordinary course of business of the Issuing Public Corporation on terms no more
-8-
<PAGE> 10
favorable to the Interested Shareholder than those acceptable to third parties
as demonstrated by contemporaneous transactions. Finally, Chapter 1704
Transactions include certain transactions which (a) increase the proportionate
share ownership of an Interested Shareholder, (b) result in the adoption of a
plan or proposal for the dissolution, winding up of the affairs, or liquidation
of the Issuing Public Corporation if such plan is proposed by or on behalf of
the Interested Shareholder, or (c) pledge or extend the credit or financial
resources of the Issuing Public Corporation to or for the benefit of the
Interested Shareholder. After the initial three-year moratorium has expired, an
Issuing Public Corporation may engage in a Chapter 1704 Transaction if (a) the
acquisition of shares pursuant to which the person became an Interested
Shareholder received the prior approval of the board of directors of the Issuing
Public Corporation, (b) the Chapter 1704 Transaction is approved by the
affirmative vote of the holders of shares representing at least two-thirds of
the voting power of the Issuing Public Corporation and by the holders of shares
representing at least a majority of voting shares which are not beneficially
owned by an Interested Shareholder or an affiliate or associate of an Interested
Shareholder, or (c) the Chapter 1704 Transaction meets certain statutory tests
designed to ensure that it be economically fair to all shareholders.
Ohio law prevents a person, under certain circumstances, from
purchasing large amounts of shares of stock of a corporation without shareholder
approval. Under Section 1701.831 of the Ohio Revised Code, unless the articles
or regulations otherwise provide, any "control share acquisition" of an Issuing
Public Corporation can only be made with the prior approval of the corporation's
shareholders. A control share acquisition is defined as any acquisition,
directly or indirectly (by tender offer, open market purchase, private
transaction or otherwise) of shares of a corporation which, when added to all
other shares of that corporation owned by the acquiring person, would entitle
that person to exercise specified levels of voting power when electing
directors. Specifically, unless the provisions of Section 1701.831 have been
satisfied, a person may not purchase additional shares of a corporation if that
purchase would result in such person holding more than 20%, 331/3% or 50% of the
voting power. These percentages reflect the Ohio legislature's view that each
such acquisition of shares which results in a person's voting power exceeding
these levels involves an increase in the ability of a person to control a
corporation. These levels of voting power are considered so great that the
transaction involved should be considered and approved or rejected by the
shareholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is the Fifth
Third Bank, Cincinnati, Ohio.
PLAN OF DISTRIBUTION
The Registrable Shares covered by this Prospectus may be offered for
sale by the Selling Security Holders named herein (as amended from time to time)
from time to time, subject to certain delay periods described below. Under the
Merger Agreement, Fifth Third is required to maintain the effectiveness of the
registration statement to which this Prospectus relates until the earlier of (i)
November 24, 1998, the first anniversary of the closing date of the Merger, or
(ii) the first date as of which all Registrable Shares have been sold pursuant
to the Registration Statement or otherwise cease to be Registrable Shares.
Under the terms of the Merger Agreement, Fifth Third may in its sole
discretion, based on any valid business purpose, suspend the use of the
Registration Statement for reasonable periods of
-9-
<PAGE> 11
time (a "Delay Period"); provided that the aggregate number of days included in
all Delay Periods during any consecutive twelve months shall not exceed 120
days. Fifth Third shall provide written notice to each Selling Security Holder
at the beginning and end of each Delay Period.
Subject in all cases to the restrictions in the Merger Agreement
described above, any distribution hereunder of the Common Stock by the Selling
Security Holders may be effected from time to time in one or more of the
following transactions: (a) through brokers, acting as principal or agent, in
transactions (which may involve block transactions) on the Nasdaq National
Market or otherwise, at market prices obtainable at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices, (b) to underwriters who will acquire shares of Common Stock for their
own account and resell such shares in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any discount or
concessions allowed or reallowed or paid to dealers may be changed from time to
time), (c) directly or through brokers or agents in private sales at negotiated
prices, (d) to lenders pledged as collateral to secure loans, credit or other
financing arrangements and any subsequent foreclosure, if any, thereunder, or
(e) by any other legally available means. Also, offers to purchase the Common
Stock may be solicited by agents designated by the Selling Security Holders from
time to time. Underwriters or other agents participating in an offering made
pursuant to this Prospectus (as amended or supplemented from time to time) may
receive underwriting discounts and commissions under the Securities Act, and
discounts or concessions may be allowed or reallowed or paid to dealers, and
brokers or agents participating in such transactions may receive brokerage or
agent's commissions or fees.
In connection with distributions of the Registrable Shares or
otherwise, the Selling Security Holders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the Registrable Shares in the course of hedging the positions they
assume with Selling Security Holders. The Selling Security Holders may also sell
short and redeliver the shares to close out such short portions. The Selling
Security Holders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of the Registrable Shares
offered hereby, which Registrable Shares such broker-dealer or other financial
institution, may resell pursuant to this Prospectus (as supplemented or amended
to reflect such transaction). The Selling Security Holders may also pledge the
Registrable Shares registered hereunder to a broker-dealer or other financial
institution and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged Registrable Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction).
Underwriters. Certain costs, expenses and fees in connection with the
registration of the Registrable Shares, including certain costs of legal counsel
for the Selling Security Holders, will be borne by Fifth Third. Commissions,
discounts and transfer taxes, if any, attributable to the sales of the
Registrable Shares will be borne by the Selling Security Holders. The Selling
Security Holders have agreed to indemnify Fifth Third, each of its directors and
officers, and each person, if any, who controls Fifth Third within the meaning
of the Securities Act, against certain liabilities in connection with the
offering of the Registrable Shares pursuant to this Prospectus, including
liabilities arising under the Securities Act. In addition, Fifth Third has
agreed to indemnify the Selling Security Holders against certain liabilities in
connection with the offering of the Registrable Shares pursuant to this
Prospectus, including liabilities arising under the Securities Act.
-10-
<PAGE> 12
This Prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 145 may be sold under
Rule 145 rather than pursuant to this Prospectus.
LEGAL MATTERS
Counsel employed by Fifth Third has rendered his opinion that the
Registrable Shares are validly authorized and legally issued.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year
ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
-11-
<PAGE> 13
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the fees and expenses (all
but the Commission fees are estimates) in connection with the issuance and
distribution of the shares of Common Stock being registered hereunder. All such
fees and expenses shall be borne by Fifth Third except for underwriting
discounts and commissions and transfer taxes, if any, with respect to any shares
being sold by the Selling Security Holders.
<TABLE>
<CAPTION>
<S> <C>
Commission Registration Fees...................................... 5,484
Nasdaq National Market Listing Fee................................ -0-
Blue Sky fees and expenses........................................ -0-
Printing and engraving expenses................................... 500
Transfer agent and registrar fee and expenses..................... -0-
Attorneys fees and expenses....................................... 7,500
Accounting fees and expenses...................................... 4,500
Miscellaneous..................................................... 516
------
Total.................................................. 18,500
------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation
may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2)
further specifies that a corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of (a)
II-1
<PAGE> 14
any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court of common pleas or
the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets. In
addition, Section 1701.13(E) requires a corporation to pay any expenses,
including attorney's fees, of a director in defending an action, suit, or
proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (i) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the Second Amended Articles
of Incorporation or Code of Regulations of Fifth Third.
The Code of Regulations of Fifth Third provides that Fifth Third shall
indemnify each director and each officer of Fifth Third, and each person
employed by Fifth Third who serves at the written request of the President of
Fifth Third as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, to the full extent
permitted by Ohio law. Fifth Third may indemnify assistant officers, employees
and others by action of the Board of Directors to the extent permitted by Ohio
law.
Fifth Third carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Document Exhibit
- -------- -------
<S> <C>
Opinion of Counsel employed by Fifth Third Bancorp 5.1
Consent of Counsel employed by Fifth Third Bancorp 23.1
(included in Exhibit 5.1)
Consent of Deloitte & Touche LLP 23.2
A power of attorney where various individuals authorize 24.1*
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith
</TABLE>
- -----------------
*Previously filed
II-2
<PAGE> 15
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of the securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
Fifth Third pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such
II-3
<PAGE> 16
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Amendment No.
1 to Registration Statement No. 333-42379 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on April 2, 1998.
FIFTH THIRD BANCORP
/s/ George A. Schaefer, Jr.
-------------------------------------
By: George A. Schaefer, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 333-42379 has been signed by
the following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ George A. Schaefer, Jr. Date: April 2, 1998
- -------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ Neal E. Arnold Date: April 2, 1998
- -------------------------------------
Neal E. Arnold
Chief Financial Officer and Treasurer
Principal Accounting Officer:
/s/ Roger W. Dean Date: April 2, 1998
- -------------------------------------
Roger W. Dean
Controller
<PAGE> 18
Directors of the Company:
Date: April 2, 1998
- ------------------------
Darryl F. Allen
/s/ John F. Barrett* Date: April 2, 1998
- ------------------------
John F. Barrett
/s/ Milton C. Boesel, Jr.* Date: April 2, 1998
- ------------------------
Milton C. Boesel, Jr.
/s/ Gerald V. Dirvin* Date: April 2, 1998
- ------------------------
Gerald V. Dirvin
/s/ Thomas B. Donnell* Date: April 2, 1998
- ------------------------
Thomas B. Donnell
Date: April 2, 1998
- ------------------------
Richard T. Farmer
/s/ Ivan W. Gorr* Date: April 2, 1998
- ------------------------
Ivan W. Gorr
/s/ Joseph H. Head, Jr.* Date: April 2, 1998
- ------------------------
Joseph H. Head, Jr.
/s/ Joan R. Herschede* Date: April 2, 1998
- ------------------------
Joan R. Herschede
/s/ William G. Kagler* Date: April 2, 1998
- ------------------------
William G. Kagler
<PAGE> 19
/s/ James D. Kiggen Date: April 2, 1998
- ----------------------------
James D. Kiggen
/s/ Mitchel Livingston Date: April 2, 1998
- ------------------------
Mitchel Livingston
/s/ Robert B. Morgan Date: April 2, 1998
- ----------------------------
Robert B. Morgan
/s/ James E. Rogers* Date: April 2, 1998
- ----------------------------
James E. Rogers
Date: April 2, 1998
- ----------------------------
Brian H. Rowe
/s/ George A. Schaefer, Jr. Date: April 2, 1998
- ---------------------------
George A. Schaefer, Jr.
/s/ John J. Schiff, Jr.* Date: April 2, 1998
- ---------------------------
John J. Schiff, Jr.
/s/ Dennis J. Sullivan, Jr.* Date: April 2, 1998
- ---------------------------
Dennis J. Sullivan, Jr.
/s/ Dudley S. Taft* Date: April 2, 1998
- ---------------------------
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.
<PAGE> 1
EXHIBIT 5.1
FIFTH THIRD BANCORP
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
April 2, 1998
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
RE: Issuance of 351,004 Shares of Common Stock of Fifth Third
Bancorp Pursuant to Registration Statement on Form S-3 filed
with the Securities and Exchange Commission
Gentlemen:
I have acted as counsel to Fifth Third Bancorp, an Ohio corporation
("Company"), in connection with the issuance of 234,004 shares of the Company's
common stock, no par value ("Common Stock") pursuant to the Plan and Agreement
of Merger dated as of September 17, 1997 by and among the Company, Fifth Third A
Corp. ("Subsidiary"), and Heartland Capital Management, Inc. ("Heartland"). As
set forth in the Form S-3 Registration Statement, filed by the Company on the
date hereof ("Registration Statement") with the Securities and Exchange
Commission, such shares were issued to the former Heartland shareholders upon
the consummation of the merger of Subsidiary with and into Heartland on November
24, 1997. Upon consummation of the three-for-two stock split to be effected in
the form of a stock dividend and to be paid by the Company on April 15, 1998,
the number of shares eligible for resale pursuant to the Registration Statement
will be 351,004 shares.
As counsel for the Company I have made such legal and factual
examinations and inquiries as I deem advisable for the purpose of rendering
this opinion. In addition, I have examined such documents and materials,
including the Certificate of Incorporation, Bylaws, and other corporate records
of the Company, as I have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, I express the opinion that the 351,004
shares of Common Stock registered for resale pursuant to the Registration
Statement are validly authorized, legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to me in the Prospectus under the caption "Legal Matters."
Very truly yours,
FIFTH THIRD BANCORP
By /s/ Paul L. Reynolds
-----------------------------
Paul L. Reynolds, Counsel
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of Fifth Third Bancorp on Form S-3 (No. 333-42379) of our
report dated January 15, 1998, incorporated by reference in the Annual Report on
Form 10-K of Fifth Third Bancorp for the year ended December 31, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
April 2, 1998
