<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
REGISTRATION NO. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
<TABLE>
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<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
38 FOUNTAIN SQUARE PLAZA
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
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE $1,862,765 shares $59.5938 $111,009,244.80 $32,747.73
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee based
upon the average of the high and low prices of the common stock, no par value of
Fifth Third as reported on the Nasdaq National Market on June 24, 1998, in
accordance with Rule 457(c) of the General Rules and Regulations under the
Securities Act of 1933, as amended.
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 JULY 1, 1998
PROSPECTUS
FIFTH THIRD BANCORP
1,862,765 SHARES OF COMMON STOCK
----------------------------------------------------
This Prospectus relates to the sale by certain individuals identified
herein (the "Selling Security Holders") of up to 1,862,765 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 December 22, 1997 (the "Merger
Agreement") by and among The Ohio Company, an Ohio corporation, Fifth Third and
Fifth Third M Corp, an Ohio corporation and wholly-owned subsidiary of Fifth
Third. Pursuant to the Merger Agreement, Fifth Third M Corp merged with and into
The Ohio Company (the "Merger") on June 12, 1998. See "RECENT TRANSACTIONS."
In the Merger, The Ohio Company stockholders received an aggregate of
1,862,765 shares of Fifth Third Common Stock of which 158,958 shares are being
held in escrow until June 12, 1999 pursuant to an Escrow Agreement dated June
12, 1998 by and among Fifth Third, John F. Wolfe and The Fifth Third Bank (the
"Escrow Agreement"). Upon termination of the Escrow Agreement on June 12, 1999,
all or a portion of the 158,958 shares may be retained by Fifth Third to satisfy
certain claims by Fifth Third, Fifth Third M Corp. or The Ohio Company arising
out of the indemnity obligations in the Merger Agreement.
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 __________________, 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;
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<PAGE> 4
(c) Fifth Third's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998; and
(d) 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.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION
This Prospectus (including information included or incorporated by
reference herein) contains or may contain forward-looking statements with
respect to the financial condition, results of operations, plans, objectives,
future performance and business of Fifth Third, including statements preceded
by, followed by or that include the words, "believes," "expects," "anticipates"
or similar expressions. These forward-looking statements involve certain risks
and uncertainties and may relate to future operating results of Fifth Third and
the companies it is acquiring, as described herein under "RECENT TRANSACTIONS."
Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, the
following possibilities: (1) expected cost savings from the acquisitions not
being fully realized or realized within the expected time frame; (2) revenues
following the acquisitions being lower than expected; (3) a significant increase
in competitive pressures among depository and other financial institutions; (4)
costs or difficulties related to the integration of the acquired businesses
being greater than expected; (5) changes in the interest rate environment
resulting in reduced margins; (6) general economic or business conditions,
either nationally or in the states in which Fifth Third will be doing business,
being less favorable than expected, resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit; (7) legislative
or regulatory changes adversely affecting the businesses in which Fifth Third
will be engaged; (8) changes in the securities markets; and (9) changes in the
banking industry including the effects of consolidation resulting from possible
mergers of financial institutions.
BUSINESS OF FIFTH THIRD
Fifth Third is an Ohio multi-bank holding company registered under the
Bank Holding Company Act of 1956 (the "Bank Holding Company Act") and subject to
regulation by the Federal Reserve Board. Headquartered in Cincinnati, Ohio,
Fifth Third operates ten affiliate banks in Ohio, Kentucky, Indiana, Arizona and
Florida.
At March 31, 1998, Fifth Third had consolidated total assets of $22.9
billion, consolidated total deposits of $14.7 billion and consolidated total
stockholders' equity of $2.3
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<PAGE> 5
billion. Fifth Third's market capitalization as of March 31, 1998 was
approximately $13.3 billion.
Fifth Third engages primarily in four lines of business: Commercial
Banking, Retail Banking, Investment Advisory Services and Data Processing. Fifth
Third's Commercial Banking Group offers services and products to business and
government customers. These services and products include commercial loans and
leases, deposit accounts, cash management services, international letters of
credit, foreign exchange, venture capital investment, merger and acquisition
services and business banking software designed to automate financial reporting.
Fifth Third's Commercial Banking Group focuses on providing credit services to
middle market clients and is one of the top 10 banks providing lease financing
in the United States. In 1997, Fifth Third's Commercial Banking Group generated
revenues of $373.2 million and net income of $146.0 million, and its commercial
loan and lease portfolio aggregated approximately $6.6 billion at year end.
Fifth Third's Retail Banking Group provides a full range of consumer
financial services, including deposit products, residential mortgages, prime
home equity loans, credit cards, automobile loans and leases and insurance
sales. All of Fifth Third's retail banking services are provided through a
variety of delivery channels that include 410 full-service offices, over 1,000
ATMs, telephone banking and electronic payment services. Fifth Third was one of
the pioneers of supermarket banking and has 100 Bank Mart(R) locations open
seven days a week inside select grocery stores. Fifth Third believes that its
decentralized affiliate bank structure enhances its ability to originate
consumer assets, as demonstrated by a 32% increase to $920 million in the home
equity loan portfolio from 1996 to 1997. In 1997, Fifth Third's Retail Banking
Group generated revenues of $591 million and net income of $176.1 million, and
its consumer loan and lease portfolio aggregated approximately $6.9 billion at
year end.
Fifth Third Investment Advisors works to build wealth for its
individual, institutional and not-for-profit clients, including employee benefit
plans, foundations and endowments, by providing a full range of investment and
financial services. These services include investment management, trust, private
banking and brokerage. As a result of Fifth Third's continued growth in its
existing and new markets, Fifth Third managed over $13.1 billion in assets at
December 31, 1997. In addition, Fifth Third had over $117.3 billion of total
assets under care at year end. Fifth Third's proprietary family of mutual funds,
the Fountain Square(R) Funds, had $3.1 billion in assets under management at
December 31, 1997. In 1997, Fifth Third Investment Advisors generated revenues
of $106.9 million and net income of $40.5 million.
Fifth Third's Data Processing Services are delivered by Midwest Payment
Systems, Inc. ("MPS") throughout the United States. MPS has three primary
product lines: ATM processing, card products (including debit cards) and
merchant processing. MPS provides ATM processing for approximately 600 financial
institution customers and for Fifth Third's proprietary Jeanie(R) ATM network.
In merchant processing, MPS processes credit card transactions for over 45,000
retail merchant locations through point-of-sale device support, authorization
processing, local, regional and national gateway access, network management,
back-office automation support and comprehensive reporting software. In 1997,
MPS was ranked among the top three electronic funds transfer processors and
among the top 10 merchant transaction processors in the United States. MPS'
technological capabilities and processing capacity also contribute to the
efficiency
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<PAGE> 6
of Fifth Third's banking businesses. In 1997, MPS generated revenue of $120.0
million and net income of $34.6 million.
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 restrictions as to the extent to
which Fifth Third's banking affiliates can pay dividends or otherwise supply
funds to Fifth Third. See "DESCRIPTION OF CAPITAL STOCK."
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 and the Fifth Third Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, which is incorporated herein
by reference. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
RECENT TRANSACTIONS
Fifth Third's strategy for growth includes strengthening its presence
in its core markets, expanding into contiguous markets and broadening its
product offerings. Consistent with this strategy, in April 1998 Fifth Third
acquired W. Lyman Case & Company, a commercial mortgage banking firm based in
Columbus, Ohio that originated more than $800 million in financing and equity
transactions in 1997 and has a loan servicing portfolio in excess of $2 billion.
In addition, Fifth Third acquired The Ohio Company, State Savings Company and
CitFed Bancorp, Inc. in June 1998.
THE OHIO COMPANY
On June 12, 1998, Fifth Third acquired The Ohio Company, a full service
provider of broker/dealer, investment banking and investment advisory services
through 44 offices in Ohio, Michigan, Indiana, West Virginia and Florida. The
Ohio Company also manages over $1.0 billion in assets in its proprietary family
of six mutual funds, and an additional $1.0 billion in asset management accounts
through its personal, employee benefit and not-for-profit trustee relationships.
Fifth Third believes that The Ohio Company's investment banking, debt financing,
mutual fund product line and 80,000 client relationships will broaden its
product line and client reach within its key Midwestern markets. Together, Fifth
Third Investment Advisors and The Ohio Company have over $17.0 billion in assets
under management, over $4.0 billion invested in their respective families of
mutual funds and over 155,000 client relationships.
In connection with the acquisition of The Ohio Company, Fifth Third
exchanged all of the outstanding shares of capital stock of The Ohio Company for
1,862,765 shares of Fifth Third Common Stock. The shares of Common Stock issued
in connection with Fifth Third's acquisition of The Ohio Company are the
Registrable Shares to which this Prospectus relates. Prior to the acquisition,
Fifth Third announced that it would seek to repurchase up to 1,600,000 shares of
Common Stock in the open market prior to September 10, 1998, which shares would
be deemed to be the shares issued in the acquisition for pooling-of-interests
accounting treatment.
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STATE SAVINGS COMPANY
On June 19, 1998, Fifth Third acquired 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. As of March
31, 1998, State Savings had total assets of $2.8 billion and total deposits of
$2.3 billion. As a result of the acquisition, Fifth Third will operate 66 retail
banking centers in the Columbus, Ohio market and will enter the attractive
Arizona market with 10 branch offices, $497 million in total assets and $424
million in total deposits at March 31, 1998.
Fifth Third believes that this in-market merger presents significant
opportunities for cost savings through consolidation, growth and increased
competitiveness for Fifth Third's Columbus banking affiliate. Fifth Third also
anticipates that this merger will greatly enhance its ability to provide
full-service banking to more customers and to cross-sell its retail, commercial,
consumer lending, trust, investment, brokerage and data processing services to
former State Savings customers.
Fifth Third issued 16,625,271 shares of Fifth Third Common Stock in the
merger which shares had an aggregate value of approximately $918 million on June
19, 1998. Fifth Third expects that its acquisition of State Savings will be
accounted for as a pooling-of-interests.
CITFED BANCORP, INC.
On June 26, 1998, Fifth Third acquired 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. As of March 31,
1998, CitFed Bancorp had total assets of $3.5 billion and total deposits of $1.8
billion. Upon completion of the merger, Fifth Third will operate 85 banking
centers and will be the largest banking organization in the Dayton, Ohio
marketplace with combined assets of $5.6 billion and total deposits of $3.5
billion and will have approximately a 28% deposit market share. Fifth Third
believes that the acquisition of CitFed Bancorp will permit aggressive expansion
of Fifth Third's product line within the fourth largest market in Ohio,
representing a population of over one million people. In addition, the
acquisition of CitFed Bancorp will add over 110,000 new checking account
relationships and significant loan origination capacity through a network of 13
loan production offices in Fifth Third's core markets, including offices in
Dayton, Columbus and Cincinnati, Ohio, Lexington and Louisville, Kentucky and
Indianapolis, Indiana.
Fifth Third issued approximately 13,224,588 shares of Fifth Third
Common Stock in the merger which shares had an aggregate value of approximately
$803 million on June 26, 1998. Fifth Third expects that its acquisition of
CitFed Bancorp will be accounted for as a pooling-of-interests.
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."
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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 (i) June 12, 2000, the second 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.
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Number of Shares of
Number of Shares of Common Common Stock Which
Name and Address Stock Beneficially Owned as of May Be Sold Pursuant
of Beneficial Owner the Effective Time(1) to this Prospectus(2)
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<S> <C> <C>
H. Keith Allen 24,448 24,448
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
The Ohio Company Cust. 26,404 26,404
FBO H. Keith Allen
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
Pamela W. Brock 45,719 45,719
502 Nineteenth Street
Santa Monica, CA 90402
Daniel A. Fronk 488 488
4289 Birnam Court
Columbus, OH 43221
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Common Stock Which
Name and Address Stock Beneficially Owned as of May Be Sold Pursuant
of Beneficial Owner the Effective Time(1) to this Prospectus(2)
- ------------------- --------------------- ---------------------
<S> <C> <C>
Elizabeth I. Graves (Deceased) 66,012 66,012
H. Brice Graves, Executor
10000 Cedarfield Court
Richmond, VA 23233-1935
Elizabeth Lane Jarrell 63,568 63,568
c/o The Ohio Company Trust Depart.
155 East Broad Street
Columbus, OH 43215
Elizabeth B. Lane Trust One 32,517 32,517
112 Ashbourne Road
Columbus, Ohio 43209
Mary Morehead Lane 48,898 48,898
c/o The Ohio Company
155 East Broad Street
Columbus, Ohio 43215
Mary Morehead Lane 14,668 14,668
c/o The Ohio Company Trust Depart.
155 East Broad Street
Columbus, OH 43215
Mary M. Lane Trust One 32,272 32,272
112 Ashbourne Road
Columbus, OH 43209
Nancy Wolfe Lane 61,123 61,123
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
Clarence A. Peterson 24,448 24,448
6160 Olentangy Boulevard
Worthington, OH 43085
Sara W. Perrini 76,525 76,525
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
National City Bank of Columbus, Ohio, 6,845 6,845
Successor Custodian for Michael
Christopher Perrini
155 East Broad Street
Columbus, OH 43215
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Common Stock Which
Name and Address Stock Beneficially Owned as of May Be Sold Pursuant
of Beneficial Owner the Effective Time(1) to this Prospectus(2)
- ------------------- --------------------- ---------------------
<S> <C> <C>
National City Bank of Columbus, 6,845 6,845
Ohio, Successor Custodian for Abigail
Wolfe Perrini
155 East Broad Street
Columbus, OH 43215
Curtis E. Stumpf 732 732
684 Overbrook Drive
Columbus, OH 43214
Martin H. Vogtsberger 243 243
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
National City Bank, Columbus Successor 146,206 146,206
Trustee U/A/W Andrew B. Wolfe DTD.
3/13/85 - c/o National City Bank
155 East Broad Street
Columbus, OH 43251-0060
The Bank of California, N. (Note 1) 74,326 74,326
Trustee U/A Dtd. 2/23/72 for Bruce F.
Wolfe - The Bank of California
Trust Department - P.O. Box 7629
San Francisco, CA 94145
National City Bank, Columbus Trustee 197,061 197,061
Under Item 2(b) of the Last Will of
Edgar T. Wolfe, Sr. - c/o National City
Bank, Columbus-Trust Department
155 East Broad Street
Columbus, OH 43215
National City Bank, Columbus & 4,889 4,889
Elizabeth Loring Wolfe
Co-Trustees U/A/W Elizabeth Loring
Wolfe dtd. 8/14/92
155 East Broad Street, 5th Floor
Columbus, OH 43251-0050
National City Bank, Columbus & 1,466 1,466
Elizabeth W. Manning - Co-Trustees
U/A/W Elizabeth Wolfe Manning Dtd.
8/14/92
155 East Broad Street, 5th Floor
Columbus, OH 43251-0050
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Common Stock Which
Name and Address Stock Beneficially Owned as of May Be Sold Pursuant
of Beneficial Owner the Effective Time(1) to this Prospectus(2)
- ------------------- --------------------- ---------------------
<S> <C> <C>
Ann I. Wolfe 122,246 122,246
112 Ashbourne Road
Columbus, OH 43209
John Frederick Wolfe 259,407 259,407
112 Ashbourne Road
Columbus, OH 43209
Katherine I. Wolfe 76,525 76,525
c/o The Ohio Company
155 East Broad Street
Columbus, OH 45215
Katherine Isaly Wolfe Trust One 21,515 21,515
112 Ashbourne Road
Columbus, OH 43209
National City Bank, Columbus and Lucy 6,356 6,356
S. Wolfe, - Co-Trustees U/A/W Lucy S.
Wolfe dtd. 7/20/92
c/o National City Bank, Columbus
155 East Broad Street, 5th Floor
Columbus, OH 43251-0050
National City Bank, Columbus and 245,227 245,227
Richard M. Wolfe, Co-Trustees U/A dtd
1/11/67, with Richard M. Wolfe (Note 2)
c/o National City Bank, Columbus
155 East Broad Street, 5th Floor
Columbus, OH 43215
Rita Jean Wolfe 76,525 76,525
c/o The Ohio Company
155 East Broad Street
Columbus, OH 43215
Rita Jean Wolfe Trust One 21,515 21,515
112 Ashbourne Road
Columbus, OH 43209
Sara Ann Wolfe 1,222 1,222
7266 Landon Lane
Columbus, OH 43209
Sara Ann Wolfe Trust One 21,515 21,515
112 Ashbourne Road
Columbus, OH 43209
</TABLE>
-10-
<PAGE> 12
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Common Stock Which
Name and Address Stock Beneficially Owned as of May Be Sold Pursuant
of Beneficial Owner the Effective Time(1) to this Prospectus(2)
- ------------------- --------------------- ---------------------
<S> <C> <C>
William C. Wolfe, Jr. 36,673 36,673
The Dispatch Printing Company
34 South Third Street
Columbus, OH 43215
National City Bank of Columbus, Ohio, 18,336 18,336
Successor Custodian for Laura Ann Wolfe
c/o National City Bank, Columbus
155 East Broad Street
Columbus, OH 43215
</TABLE>
---------------
(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) Approximately 9.5% of each Selling Security Holder's Registrable Shares are
being held in escrow pursuant to the Escrow Agreement. Upon termination of the
Escrow Agreement on June 12, 1999, all or a portion of the shares held in escrow
may be retained by Fifth Third to satisfy certain claims by Fifth Third, Fifth
Third M Corp. or The Ohio Company arising out of the indemnity obligations in
the Merger Agreement. Accordingly, the number of shares which may be sold by
each Selling Security Holder pursuant to this Prospectus may decrease by
approximately 9.5% of the amount indicated above.
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 March 31, 1998, Fifth Third had
outstanding 233,130,522 shares of Fifth Third Common Stock 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.
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
-11-
<PAGE> 13
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
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.
-12-
<PAGE> 14
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
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
-13-
<PAGE> 15
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.
REGULATION OF FINANCIAL INSTITUTIONS
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 minimum capital ratios of: (i) Tier 1 capital to total
assets (a "leverage ratio") in the range of 3% to 5%, (ii) Tier 1 capital of at
least 4% of total risk-weighted assets and off-balance sheet exposures, and
(iii) "total" capital of at least 8% of total risk-weighted assets and
off-balance sheet items. Banks with capital ratios that equal or exceed 5%, 6%
and 10% for leverage, Tier 1 risk-based and total risk-based capital ratios,
respectively, are generally considered "well capitalized" and enjoy certain
regulatory advantages. Tier 1 capital consists principally of common
stockholders' equity, including capital-qualifying subordinated debt but
excluding unrealized gains and losses on securities available for sale, less
goodwill and certain other intangibles. "Total capital" consists of capital plus
certain debt instruments and the reserve for credit losses subject to
limitations.
-14-
<PAGE> 16
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 are in compliance with
current capital requirements. As of March 31, 1998, Fifth Third had a leverage
ratio of 9.90%, its Tier 1 risk-based capital ratio was 11.35% and its total
risk-based capital ratio was 13.71%.
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.
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 makes examinations of bank holding
companies. 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 or company.
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 are,
and state-chartered banks may be, members of the Federal Reserve System and
their deposits are insured by the FDIC. As such, banks also may be subject to
examination by those agencies. 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.
-15-
<PAGE> 17
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 restrictive 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) June 12, 2000, the second 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, upon the written request of
Fifth Third, each Selling Security Holder will cease making offers and sales of
Registrable Shares pursuant to the Registration Statement during such time
period that Fifth Third's executive officers and directors are also required to
refrain from making offers and sales of Common Stock owned by such persons.
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
-16-
<PAGE> 18
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 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.
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.
-17-
<PAGE> 19
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......................................$ 32,748
Nasdaq National Market Listing Fee................................ -0-
Blue Sky fees and expenses........................................ -0-
Printing and engraving expenses................................... 1,000
Transfer agent and registrar fee and expenses..................... -0-
Attorneys fees and expenses....................................... 10,000
Accounting fees and expenses...................................... 4,500
Miscellaneous..................................................... 652
---------
Total...................................................$ 48,900
</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
II-1
<PAGE> 20
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) 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
Document Exhibit
- -------- -------
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 is contained on the first page of
the signature pages following Part II of this Registration
Statement
II-2
<PAGE> 21
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
II-3
<PAGE> 22
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such 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> 23
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on June 30, 1998.
FIFTH THIRD BANCORP
/s/ GEORGE A. SCHAEFER
------------------------------------------
By: 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 any 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. Date: June 30, 1998
- --------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: June 30, 1998
- --------------------------------------
Neal E. Arnold
Chief Financial Officer and Treasurer
<PAGE> 24
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: June 30, 1998
- --------------------------------------
Roger W. Dean
Controller
Directors of the Company:
/s/ DARRYL F. ALLEN Date: June 30, 1998
- --------------------------------------
Darryl F. Allen
/s/ JOHN F. BARRETT Date: June 30, 1998
- --------------------------------------
John F. Barrett
/s/ MILTON C. BOESEL, JR. Date: June 30, 1998
- --------------------------------------
Milton C. Boesel, Jr.
/s/ GERALD V. DIRVIN Date: June 30, 1998
- --------------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL Date: June 30, 1998
- --------------------------------------
Thomas B. Donnell
/s/ RICHARD T. FARMER Date: June 30, 1998
- --------------------------------------
Richard T. Farmer
/s/ IVAN W. GORR Date: June 30, 1998
- --------------------------------------
Ivan W. Gorr
/s/ JOSEPH H. HEAD, JR. Date: June 30, 1998
- --------------------------------------
Joseph H. Head, Jr.
<PAGE> 25
/s/ JOAN R. HERSCHEDE Date: June 30, 1998
- --------------------------------------
Joan R. Herschede
- -------------------------------------- Date: June __, 1998
William G. Kagler
/s/ JAMES D. KIGGEN Date: June 30, 1998
- --------------------------------------
James D. Kiggen
/s/ MITCHEL LIVINGSTON Date: June 30, 1998
- --------------------------------------
Mitchel Livingston
- -------------------------------------- Date: June __, 1998
Robert B. Morgan
- -------------------------------------- Date: June __, 1998
James E. Rogers
/s/ BRIAN H. ROWE Date: June 30, 1998
- --------------------------------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: June 30, 1998
- --------------------------------------
George A. Schaefer, Jr.
- -------------------------------------- Date: June __, 1998
John J. Schiff, Jr.
/s/ DENNIS J. SULLIVAN, JR. Date: June 30, 1998
- --------------------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT Date: June 30, 1998
- --------------------------------------
Dudley S. Taft
<PAGE> 1
Exhibit 5.1
FIFTH THIRD BANCORP
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
June 30, 1998
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
RE: Issuance of up to 1,862,765 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 up to 1, 862, 765 shares of the
Company's common stock, no par value ("Common Stock") pursuant to the Agreement
and Plan of Merger dated as of December 22, 1997 by and among The Ohio Company,
the Company and Fifth Third M Corp., a wholly-owned subsidiary of the Company.
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 shareholders of The Ohio
Company upon the consummation of the merger of Fifth Third M Corp.
with and into The Ohio Company on June 12, 1998.
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, Code of Regulations 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 1,862,765
shares of Common Stock registered for resale pursuant to the Registration
Statement are validly authorized, legally issued, fully paid and nonassessable
shares of the 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 Registration Statement of
Fifth Third Bancorp on Form S-3 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
June 30, 1998
