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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) -- March 17, 1998
FIFTH THIRD BANCORP
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
0-8076
(Commission File Number)
31-0854434
(IRS Employer Identification No.)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code -- (513) 579-5300
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Item 5. Other Events
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On March 17, 1998, Fifth Third Bancorp (Fifth Third) announced that its
Board of Directors declared a 3-for-2 stock split in the form of a common stock
dividend with respect to its common stock, no par value, and an increase in its
quarterly cash dividend to $.25 1/2 per share of common stock ($.17 per share
on a post-split basis). The stock dividend and the cash dividend will be paid
on April 15, 1998 to stockholders of record as of March 31, 1998. Any
fractional shares created by the stock split will be paid in cash based on the
closing price on the March 31, 1998 record date.
As previously announced and as more fully described in Fifth Third's
registration statement on Form S-4 (File No. 333-48033), Fifth Third has agreed
to acquire State Savings Company (State) pursuant to a merger whereby each share
of State common stock was to be converted into 1,847.26 shares of Fifth Third
common stock. By virtue of Fifth Third's announced 3-for-2 stock split, which
split will be effective prior to consummation of the merger, the exchange ratio
will be adjusted such that each share of State common stock will be converted
into 2,770.89 Fifth Third shares, subject to further adjustment in certain
circumstances as specified in the applicable transaction documents.
As previously announced and as more fully described in Fifth Third's
registration statement on Form S-4 (File No. 333-48049), Fifth Third has agreed
to acquire CitFed Bancorp, Inc. (CitFed) pursuant to a merger whereby each share
of CitFed common stock was to be converted into .67 of a share of Fifth Third
common stock. By virtue of Fifth Third's announced 3-for-2 stock split, which
split will be effective prior to consummation of the merger, the exchange ratio
will be adjusted such that each share of CitFed common stock will be
converted into 1.005 Fifth Third shares, subject to further adjustment in
certain circumstances as specified in the applicable transaction documents.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 - Press Release Dated March 17, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIFTH THIRD BANCORP
(Registrant)
Date: March 17, 1998 By: /s/Neal E. Arnold
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Neal E. Arnold
Chief Financial Officer and
Treasurer
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EXHIBIT 99.1
FIFTH THIRD BANCORP LETTERHEAD NEWS RELEASE
CONTACT: ROBERTA R. JENNINGS FOR IMMEDIATE RELEASE
(513) 579-4153 MARCH 17, 1998
FIFTH THIRD BANCORP DECLARES 3-FOR-2 STOCK SPLIT,
BOOSTS CASH DIVIDEND AT ANNUAL MEETING
Fifth Third Bancorp, headquartered in Cincinnati, Ohio, held its 1998
Annual Stockholders' Meeting today. Following the meeting, the Board of
Directors announced a 3-for-2 stock split in the form of a stock dividend. The
Board of Directors also increased the first quarter cash dividend to $.25 1/2
per share ($.17 on a post-split basis). The increased dividend is 32 percent
higher than the $.19 1/3 declared in March 1997 and 16 percent greater than the
$.22 declared last quarter.
Both dividends will be paid on April 15, 1998 to shareholders of record
as of March 31, 1998. Any fractional shares created by the stock split will be
paid in cash based on the closing price on March 31, 1998.
"We are pleased to again raise our cash dividend after only nine
months, a pattern we have consistently followed for over 11 years," said George
A. Schaefer, Jr., President and CEO, Fifth Third Bancorp.
Fifth Third has reported 31 dividend increases in 25 years and for more
than ten years, the annual compound growth rate of the Bancorp's cash dividends
has exceeded 16 percent.
Schaefer continues, "The stock split is the fifth in the past ten years
and the second in just nine months. A single share of Fifth Third stock in 1988
equates to nearly eight shares today, and today's split further improves the
attractiveness and liquidity of Fifth Third shares for each of our
stockholders."
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"Fifth Third provided our stockholders with another year of strong
earnings growth and stock price appreciation in 1997 with a total return for the
year of 97 percent, but we are also proud of our consistency. Fifth Third's
10-year and 20-year average annual total returns are each more than 29 percent,"
stated Schaefer, who presided over Fifth Third Bancorp's Annual Stockholders'
Meeting. He reported the following directors were re-elected for three-year
terms: Darryl F. Allen, President & CEO, Aeroquip-Vickers, Inc.; Gerald V.
Dirvin, Former Executive Vice President, The Procter & Gamble Company; Ivan W.
Gorr, Former Chairman & CEO, Cooper Tire & Rubber Company; Joseph H. Head, Jr.,
Chairman & Director, Atkins & Pearce, Inc.; Mitchel D. Livingston, Ph.D., Vice
President for Student Affairs & Human Resources, University of Cincinnati; and
James E. Rogers, Vice Chairman, President & CEO, Cinergy Corporation.
Fifth Third Bancorp currently has three pending acquisitions: The Ohio
Company, a full-service broker-dealer headquartered in Columbus; State Savings
Company, a privately-held thrift with $2.8 billion in assets which is also
headquartered in Columbus, and CitFed Bancorp, Inc., a $3.3 billion thrift
headquartered in Dayton, Ohio. The acquisitions are expected to be completed in
mid-1998 and will grow Fifth Third's Ohio market presence to fourth.
Founded in 1858, Fifth Third Bank is headquartered in Cincinnati, Ohio.
The Bank is one of 11 affiliate banks of Fifth Third Bancorp, which has $21.4
billion in assets, 410 full-service Banking Centers, including 100 Bank Mart(R)
locations open seven days a week inside select grocery stores and 979 Jeanie(R)
ATMs in Ohio, Kentucky, Indiana and Florida. Fifth Third's financial strength
continues to be recognized by rating agencies with deposit ratings of AA- and
Aa2 and commercial paper ratings of A1+ and P1 from Standard & Poor's and
Moody's, respectively. Fifth Third operates four main businesses: Retail,
Commercial, Fifth Third Investment Advisors and Midwest Payment Systems, the
Bank's data processing subsidiary. Bancorp investor information can be accessed
on the Internet at http://www.53.com. Press releases are available by fax at no
charge by calling 800-758-5804, extension 281775. The company's common stock
trades on The Nasdaq Stock Market under the symbol: FITB.
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