<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Union Acceptance Corporation
----------------------------
(Name of Issuer)
Class A Common Stock
--------------------
(Title of Class of Securities)
904832102
---------
(CUSIP Number)
June 9, 1998
------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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> 2
CUSIP NO. 904832102
- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
5 SOLE VOTING POWER
513,400
NUMBER OF --------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 513,400
WITH --------------------------------------------
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.73%
12 TYPE OF REPORTING PERSON*
CO
* See Instructions
2
<PAGE> 3
ITEM 1 (a) NAME OF ISSUER:
Union Acceptance Corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
250 N. Shadeland Avenue
Indianapolis, IN 46219
ITEM 2 (a) - (c) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING:
Name and Address Citizenship
---------------- -----------
Fifth Third Bancorp Ohio corporation
38 Fountain Square Plaza
Cincinnati, Ohio 45263
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2 (e) CUSIP NUMBER:
904832102
ITEM 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the filing person is a:
(a) [ ]Broker or dealer registered under section 15 of the
Act.
(b) [ ]Bank as defined in section 3 (a) (6) of the Act.
(c) [ ]Insurance company as defined in section 3 (a) (19) of
the Act.
(d) [ ]Investment company registered under section 8 of the
Investment Company Act of 1940.
(e) [ ]An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
(f) [ ]An employee benefit plan or endowment fund in
accordance with section 240.13d-1 (b) (1) (ii) (F).
(g) [ ]A parent holding company or control person in
accordance with section 240.13d-1 (b) (ii) (G).
(h) [ ]A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
3
<PAGE> 4
(i) [ ]A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(j) [ ]Group, in accordance with section 240.13d-1 (b)
(1)(ii)(J).
ITEM 4 OWNERSHIP:
(a) Amount beneficially owned: 513,400
(b) Percentage of class: 11.73%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 513,400
-------
(ii) Shared power to vote or to direct the vote 0
--------
(iii) Sole power to dispose or to direct the
disposition of 513,400
--------
(iv) Shared power to dispose or to direct
the disposition of 0
--------
ITEM 5 OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN 5 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 OR CONTROL PERSON.
Not Applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not Applicable
4
<PAGE> 5
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
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.
Date: July 31, 1998
FIFTH THIRD BANCORP
By: /S/ PAUL L. REYNOLDS
----------------------------------------
Paul L. Reynolds, Counsel and Assistant
Secretary
5
