<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1998
REGISTRATION NO. 333-49993
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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)
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OHIO 6711 31-0854434
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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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:
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RICHARD G. SCHMALZL, ESQ. PETER H. DARROW, ESQ.
GWEN M. MORRIS, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON
GRAYDON, HEAD & RITCHEY 1 LIBERTY PLAZA
1900 FIFTH THIRD CENTER NEW YORK, NEW YORK 10006
511 WALNUT STREET PHONE: (212) 225-2000
CINCINNATI, OHIO 45202 FAX: (212) 225-3999
PHONE: (513) 621-6464
FAX: (513) 651-3836
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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. [ ]
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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==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE(1)
- ------------------------------------------------------------------------------------------------------------------------------
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Common Stock, no par value........ 3,600,000 shares $56.0625 $201,825,000 $59,538.38(2)
==============================================================================================================================
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(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 the registrant as reported on the Nasdaq National Market on April
23, 1998, in accordance with Rule 457(c) of the General Rules and
Regulations under the Securities Act of 1933, as amended.
(2) Of this amount, $37,090.35 was paid upon the initial filing of the
Registration Statement.
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 24, 1998
PROSPECTUS
3,600,000 SHARES
FIFTH THIRD LOGO
FIFTH THIRD BANCORP
COMMON STOCK
------------------------
This Prospectus relates to the offer and sale (the "Offering") by Fifth
Third Bancorp ("Fifth Third"), an Ohio corporation, of 3,600,000 shares of its
common stock, no par value (the "Common Stock").
The Common Stock is traded on the Nasdaq National Market under the symbol
"FITB." The last reported sale price of the Common Stock on the Nasdaq National
Market on April 22, 1998 was $57 1/8 per share.
------------------------
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 SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) FIFTH THIRD(2)
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<S> <C> <C> <C>
Per Share.................. $ $ $
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Total...................... $ $ $
==================================================================================================================
</TABLE>
(1) For information regarding indemnification of the Underwriters, see
"Underwriting."
(2) Before deducting expenses estimated at $ payable by Fifth Third.
------------------------
THE SHARES OF COMMON STOCK ARE BEING OFFERED BY THE SEVERAL UNDERWRITERS
NAMED HEREIN, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY THEM AND
SUBJECT TO CERTAIN CONDITIONS. IT IS EXPECTED THAT CERTIFICATES FOR THE SHARES
OF COMMON STOCK OFFERED HEREBY WILL BE AVAILABLE FOR DELIVERY ON OR ABOUT
, 1998 AT THE OFFICE OF SMITH BARNEY INC., 333 WEST 34TH STREET,
NEW YORK, NEW YORK 10001.
------------------------
SALOMON SMITH BARNEY
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
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DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. NATIONSBANC MONTGOMERY THE OHIO COMPANY
SECURITIES CORPORATION SECURITIES LLC
</TABLE>
, 1998
<PAGE> 3
AVAILABLE INFORMATION
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
of 1933, as amended (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.
------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL
MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING."
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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
(c) Fifth Third's Current Report on Form 8-K filed 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.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. 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).
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 business 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.
3
<PAGE> 5
PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere in
this Prospectus and the documents incorporated herein by reference. This summary
is not intended to be a summary of all information relating to the Offering and
should be read in conjunction with, and is qualified in its entirety by
reference to, the more detailed information contained elsewhere in this
Prospectus, including the documents incorporated by reference in this
Prospectus.
FIFTH THIRD
Fifth Third is a multi-bank holding company which conducts its principal
activities through its banking and non-banking subsidiaries. Fifth Third's nine
affiliate banks and other subsidiaries focus on four key businesses: Commercial
Banking, Retail Banking, Investment Advisory Services and Data Processing.
Commercial Banking offers a full range of financial products and services to
business and government customers, including 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. Retail
Banking 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, through 410 banking centers
located in Ohio, Kentucky, Indiana and Florida. Fifth Third Investment Advisors,
one of the largest money managers in the Midwest, provides a full range of
investment and financial services for individual, institutional and
not-for-profit clients, including investment management, trust, private banking,
brokerage and Fifth Third's proprietary family of mutual funds, the Fountain
Square(R) Funds. Midwest Payment Systems, Inc. ("MPS"), Fifth Third's data
processing subsidiary, is one of the leading national providers of electronic
funds transfer services and merchant transaction processing. MPS also operates
the Jeanie(R) automated teller machine ("ATM") network, a growing point-of-sale
business, and provides Fifth Third's affiliate banks with leading-edge
processing capabilities. See "BUSINESS OF FIFTH THIRD."
Fifth Third's principal executive offices are located at Fifth Third
Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and its telephone
number is (513) 579-5300.
THE OFFERING
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Common Stock offered by Fifth Third............. 3,600,000 shares
Common Stock to be outstanding
immediately after this Offering............... 236,730,522 shares(1)
Use of proceeds................................. Fifth Third intends to use the net proceeds from
the Offering for general corporate purposes. See
"USE OF PROCEEDS."
Nasdaq National Market symbol................... FITB
</TABLE>
- ---------------
(1) Based on shares of Fifth Third Common Stock outstanding as of March 31,
1998. Excludes (i) 16,997,653 shares of Common Stock reserved for issuance
under Fifth Third's Amended 1990 Stock Option Plan and Fifth Third's 1998
Long-Term Incentive Stock Plan (adopted at Fifth Third's 1998 Annual Meeting
of Stockholders) under which options for 9,244,653 shares are outstanding
and (ii) approximately 31,193,165 shares of Common Stock expected to be
issued in Fifth Third's pending acquisitions as described under "RECENT
TRANSACTIONS."
4
<PAGE> 6
FIRST QUARTER RESULTS
For the first quarter of 1998, Fifth Third's net income was $109.0 million
compared to $94.5 million for the same period last year. Diluted earnings per
share, as adjusted for the three-for-two stock split declared on March 17, 1998
and paid on April 15, 1998, were $0.46 per share for the first quarter of 1998,
up 18% over the same period last year. Fifth Third had an annualized return on
average assets of 2.00%, a return on average equity of 19.9% and an overhead
ratio of 41.6%. At March 31, 1998, Fifth Third had consolidated total assets of
$22.9 billion and consolidated total stockholders' equity of $2.3 billion. Fifth
Third's net interest income for the first quarter of 1998 was $197.9 million, a
9% increase over the net interest income for the same period last year. Fifth
Third's other operating income was $126.4 million for the first quarter of 1998,
representing a 28% increase over other operating income for the same period in
1997.
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, Fifth Third entered into agreements to
acquire The Ohio Company, a provider of broker/dealer investment banking and
investment advisory services, State Savings Company, a Columbus, Ohio based
savings and loan holding company, and CitFed Bancorp, Inc., a Dayton, Ohio based
savings and loan holding company. Fifth Third believes that these acquisitions
will further strengthen its competitive position in these two major Ohio markets
and will broaden the financial services it can offer to its customers. See
"RECENT TRANSACTIONS."
Consummation of this Offering is not subject to the consummation of any
such pending acquisitions.
5
<PAGE> 7
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 nine affiliate banks in Ohio, Kentucky, Indiana and
Florida. Fifth Third has a decentralized affiliate bank structure which helps to
promote a customer-responsive and sales-oriented culture.
Fifth Third believes it has consistently delivered superior financial
performance, and it is recognized as one of the most efficient commercial
banking organizations in the United States. In 1997, Fifth Third's annual net
income increased for the 24th consecutive year. From 1992 to 1997, Fifth Third
delivered over 15% compounded annual growth in earnings per share. For the year
ended December 31, 1997, Fifth Third had a return on average assets of 1.96%, a
return on average equity of 19.6% and an industry-leading overhead ratio of 41%.
At December 31, 1997, Fifth Third had consolidated total assets of $21.4
billion, consolidated total deposits of $14.9 billion and consolidated total
stockholders' equity of $2.3 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.
Furthermore, Fifth Third effectively leverages its commercial banking presence
by cross-selling investment services. 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, 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 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 41,000 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 of Fifth Third's banking businesses.
Since 1994, MPS has generated compounded
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<PAGE> 8
annual revenue and net income growth of over 20%. In 1997, MPS generated
revenues 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."
FIRST QUARTER RESULTS
For the first quarter of 1998, Fifth Third's net income was $109.0 million
compared to $94.5 million for the same period last year. Diluted earnings per
share, as adjusted for the three-for-two stock split declared on March 17, 1998
and paid on April 15, 1998, were $0.46 per share for the first quarter of 1998,
up 18% over the same period last year. Fifth Third had an annualized return on
average assets of 2.00%, a return on average equity of 19.9% and an overhead
ratio of 41.6%. At March 31, 1998, Fifth Third had consolidated total assets of
$22.9 billion and consolidated total stockholders' equity of $2.3 billion. Fifth
Third's net interest income for the first quarter of 1998 was $197.9 million, a
9% increase over the net interest income for the same period last year. Fifth
Third's other operating income was $126.4 million for the first quarter of 1998,
representing a 28% increase over other operating income for the same period in
1997. Pro forma for the three acquisitions described under "RECENT
TRANSACTIONS," Fifth Third would have total deposits of $18.9 billion and total
assets of $29.3 billion as of March 31, 1998.
Fifth Third's Commercial Banking Group's loan and lease portfolio
aggregated approximately $6.7 billion at March 31, 1998, which represents an
increase of 8% over the same period last year. Fifth Third's Retail Banking
Group's loan and lease portfolio aggregated approximately $6.9 billion at March
31, 1998, which represents an increase of 10% over the same period last year.
Direct installment loan originations and residential mortgage originations
exceeded $313 million and $677 million, respectively, for the first quarter of
1998. Fifth Third Investment Advisors generated a 29% growth in investment
advisory income in the first quarter of 1998 compared to the first quarter of
1997 due to successful new sales efforts and continued strength in the financial
markets. Fifth Third managed over $14.4 billion in assets and had over $128.2
billion of total assets under care at March 31, 1998. In addition, the Fountain
Square(R) Funds had $3.5 billion in assets under management at March 31, 1998.
MPS's income increased 31% in the first quarter of 1998 over the same period
last year as a result of new customers and resulting increases in merchant
transaction volumes, the success of debit cards and the increased popularity of
ATMs.
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, Fifth Third has entered into
agreements to acquire The Ohio Company, State Savings Company and CitFed
Bancorp, Inc. All three of these acquisitions are expected to be completed in
the second quarter of 1998.
Fifth Third believes it has an excellent track record in integrating
acquired businesses. Since 1989, Fifth Third has completed 18 acquisitions,
which have contributed to its growth. 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. Fifth Third
continues to explore acquisition opportunities that would meet its objectives.
This Offering will be consummated prior to the closing of the pending
acquisitions described below and there can be no assurance that any or all of
these acquisitions or any future acquisitions will be closed successfully.
THE OHIO COMPANY
On December 22, 1997, Fifth Third agreed to acquire The Ohio Company, a
full service provider of broker/dealer, investment banking and investment
advisory services through 48 offices in Ohio, Michigan,
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<PAGE> 9
Indiana, West Virginia and Florida. The Ohio Company also manages over $1
billion in assets in its proprietary family of six mutual funds, and an
additional $1 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 will have over $16.0 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 will
exchange all of the outstanding shares of capital stock of The Ohio Company for
shares of Fifth Third Common Stock having a fair market value of $80.0 million.
Fifth Third anticipates that approximately 1,500,000 shares of Fifth Third
Common Stock will be issued to the shareholders of The Ohio Company pursuant to
the merger. Prior to the closing of this acquisition, Fifth Third may repurchase
up to 1,500,000 shares of Fifth Third Common Stock in the open market to be used
solely for such issuance. Fifth Third expects that its acquisition of The Ohio
Company will be accounted for as a purchase.
STATE SAVINGS COMPANY
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. As of
December 31, 1997, 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 82 retail banking centers in the Columbus, Ohio market and will enter
the attractive Arizona market with 10 branch offices, $481.1 million in total
assets and $424 million in total deposits at December 31, 1997. Pro forma for
the acquisition, Fifth Third will have approximately a 13% deposit market share
in Columbus, Ohio.
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 is expected to issue approximately 16,625,340 shares of Fifth
Third Common Stock in the merger. Based on the fair market value per share of
Fifth Third Common Stock as of April 22, 1998, such shares would have an
aggregate value of approximately $950 million. Fifth Third expects that its
acquisition of State Savings will be accounted for as a pooling-of-interests.
CITFED BANCORP, INC.
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. As of
December 31, 1997, CitFed Bancorp had total assets of $3.5 billion and total
deposits of $1.9 billion. Upon completion of the merger, Fifth Third will
operate 72 banking centers and will be the largest banking organization in the
Dayton, Ohio marketplace with combined assets of $5.3 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 15
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 is expected to issue approximately 13,067,825 shares of Fifth
Third Common Stock in the merger. Based on the fair market value per share of
Fifth Third Common Stock as of April 22 1998, such shares would have an
aggregate value of approximately $746 million. Fifth Third expects that its
acquisition of CitFed Bancorp will be accounted for as a pooling-of-interests.
8
<PAGE> 10
USE OF PROCEEDS
The net proceeds (after deducting estimated expenses and underwriting
discounts and commissions) to Fifth Third from the sale of the shares of Common
Stock offered hereby are estimated to be $ .
The net proceeds from the sale of the Common Stock will be used by Fifth
Third as working capital for general corporate purposes. The Offering will also
facilitate Fifth Third's ability to account for the acquisition of State Savings
and/or the acquisition of CitFed Bancorp as a pooling-of-interests, although the
Offering is not conditioned upon the completion of either of these acquisitions.
MARKET PRICE AND DIVIDEND INFORMATION
The following table sets forth, for the periods indicated, the high and low
sales prices of the Common Stock as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
FIFTH THIRD COMMON STOCK(1)
-----------------------------
DIVIDENDS
HIGH LOW DECLARED
------ ------ ---------
<S> <C> <C> <C>
1996
First Quarter.......................................... $26.45 $19.33 $0.116
Second Quarter......................................... 25.83 22.00 0.116
Third Quarter.......................................... 25.95 22.11 0.129
Fourth Quarter......................................... 33.00 25.55 0.129
1997
First Quarter.......................................... 39.78 27.00 0.129
Second Quarter......................................... 38.05 30.95 0.147
Third Quarter.......................................... 44.33 36.33 0.147
Fourth Quarter......................................... 55.67 41.08 0.147
1998
First Quarter.......................................... 58.83 49.50 0.170
Second Quarter (through April 22, 1998)................ 59.50 55.50 --
</TABLE>
- ---------------
(1) Per share amounts of the Common Stock reflect the three-for-two stock split
effected in the form of a stock dividend declared March 17, 1998 and
distributed on April 15, 1998.
On March 31, 1998, there were approximately 16,443 holders of record of
Common Stock.
9
<PAGE> 11
CAPITALIZATION
The following table sets forth the capitalization of Fifth Third as of
December 31, 1997, as adjusted to give effect to the sale of the shares of
Common Stock offered hereby at an assumed offering price of $57.13 per share
(based on the closing price on the Nasdaq National Market on April 22, 1998),
after deducting estimated underwriting discounts and commissions and offering
expenses payable by Fifth Third and as adjusted pro forma to give effect to the
pending acquisitions described under "RECENT TRANSACTIONS."
<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------------------------------
ACTUAL(1) AS ADJUSTED(2) PRO FORMA(3)
---------- -------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Total long-term debt................................... $ 457,878 $ 457,878 $1,320,743
Stockholders' equity:
Common stock......................................... 516,898 524,890 594,139
Capital surplus...................................... 483,054 549,528 554,280
Retained earnings.................................... 1,376,152 1,376,152 1,791,524
Unrealized gains on securities available for sale.... 90,876 90,876 94,254
Treasury stock....................................... (189,569) (63,785) --
---------- ---------- ----------
Total stockholders' equity............................. 2,277,411 2,477,661 3,034,197
---------- ---------- ----------
Total capitalization................................... 2,735,289 2,935,539 4,354,940
========== ========== ==========
CAPITAL RATIOS:
Tier 1 risk-adjusted................................... 12.09% 13.22% 13.66%
Total risk-adjusted capital............................ 14.70 15.82 16.03
Tier 1 leverage capital................................ 10.16 11.03 10.46
</TABLE>
- ---------------
(1) Stockholders' equity adjusted to reflect the three-for-two stock split
effected in the form of a stock dividend declared on March 17, 1998 and
distributed April 15, 1998.
(2) Assumes issuance of approximately 3,600,000 shares of Common Stock at an
assumed offering price of $57.13 per share, after deducting estimated
underwriting discounts and commissions and offering expenses payable by
Fifth Third.
(3) Assumes issuance of approximately 1,500,000 shares of Fifth Third Common
Stock to effect the purchase of the Ohio Company, and the issuance of
16,625,340 and 13,067,825 shares of Fifth Third Common Stock to effect the
mergers of State Savings and CitFed Bancorp, respectively, into Fifth Third,
which mergers will be accounted for as pooling-of-interests.
10
<PAGE> 12
SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth certain historical financial data concerning
Fifth Third for the five years ended December 31, 1997 and for the three months
ended March 31, 1998 and 1997. All year end 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>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
----------------------- --------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF
OPERATIONS:
Interest income...... $ 392,996 $ 362,745 $1,478,388 $1,385,113 $1,173,165 $ 922,301 $ 812,914
Interest expense..... 195,096 181,429 733,426 695,869 609,733 405,548 339,399
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest
income............. 197,900 181,316 744,962 689,244 563,432 516,753 473,515
Provision for credit
losses............. 19,825 17,446 80,342 64,014 42,962 35,780 48,037
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income
after provision for
credit losses...... 178,075 163,870 664,620 625,230 520,470 480,973 425,478
Other operating
income............. 126,381 98,560 445,461 368,415 305,715 255,908 231,150
Operating expenses
(1)................ 139,874 120,975 506,158 493,330 395,617 371,545 352,720
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 164,582 141,455 603,923 500,315 430,568 365,336 303,908
Applicable income
taxes.............. 55,601 46,959 202,686 165,256 142,883 120,877 97,673
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income........... 108,981 94,496 401,237 335,059 287,685 244,459 206,235
========== ========== ========== ========== ========== ========== ==========
COMMON SHARE DATA:
(2)
Earnings per share... $ .47 $ .41 $ 1.73 $ 1.43 $ 1.29 $ 1.13 $ .97
Diluted earnings per
share.............. .46 .39 1.69 1.41 1.26 1.10 .95
Cash dividends
declared per
share.............. .17 .129 .569 .489 .427 .356 .302
Book value at period
end................ 10.03 8.28 9.78 9.00 7.63 6.40 5.91
Average shares
outstanding
(000's)............ 232,980 234,869 232,655 233,987 222,479 217,305 211,440
Average diluted
shares outstanding
(000's)............ 237,905 238,373 236,526 239,405 230,945 225,873 220,517
</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 three-for-two stock
split effected in the form of a stock dividend declared March 17, 1998 and
distributed on April 15, 1998.
11
<PAGE> 13
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
----------------------- --------------------------------------------------------------
1998(5) 1997(5) 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL CONDITION AT
PERIOD END:
Securities................ $7,310,413 $6,553,553 $6,469,313 $6,400,685 $4,338,269 $3,637,035 $2,674,468
Loans and Leases.......... 13,548,595 12,427,977 13,438,717 12,514,792 11,690,643 10,286,457 9,566,898
Assets.................... 22,856,499 20,175,697 21,375,054 20,548,998 17,052,883 14,957,009 13,128,544
Deposits.................. 14,731,989 13,922,516 14,914,132 14,374,656 12,485,780 10,630,878 9,477,306
Short-Term Borrowings..... 4,102,971 3,402,405 3,060,931 3,265,432 2,005,495 2,452,218 1,691,744
Long-Term Debt and
Convertible Subordinated
Notes................... 947,964 457,747 457,878 277,661 425,396 178,713 407,864
Stockholders' Equity...... 2,339,447 1,914,891 2,277,411 2,144,125 1,724,575 1,398,774 1,277,660
AVERAGE BALANCES DURING
THE PERIOD:
Securities................ $7,038,228 $6,587,116 $6,355,035 $5,905,341 $4,280,773 $3,101,320 $2,365,897
Loans and Leases.......... 13,402,493 12,521,429 12,783,555 12,304,544 10,960,757 9,902,901 8,869,432
Assets.................... 22,069,719 20,425,409 20,460,460 19,480,238 16,166,207 13,829,341 12,041,054
Deposits.................. 12,195,829 12,033,502 14,193,072 13,960,186 11,257,248 9,997,710 8,961,228
Short-Term Borrowings..... 4,154,509 3,582,982 3,283,835 2,780,806 2,669,477 1,967,819 1,365,070
Long Term Debt and
Convertible Subordinated
Notes................... 645,575 295,690 417,823 342,187 290,824 249,612 343,617
Stockholders' Equity...... 2,225,678 2,049,500 2,052,081 1,946,435 1,586,722 1,314,341 1,157,412
RATIOS:
PROFITABILITY RATIOS:
Return on average assets
(1)..................... 2.00% 1.88% 1.96% 1.72% 1.78% 1.77% 1.71%
Return on average
stockholders' equity
(1)..................... 19.9 18.7 19.6 17.2 18.1 18.6 17.8
Net interest margin....... 4.11 4.07 4.11 3.99 3.90 4.16 4.39
Overhead ratio (1)(2)..... 41.6 41.6 41.0 45.0 43.9 46.6 48.6
Other operating income to
total income (3)........ 38.2 35.1 37.1 34.6 34.8 33.1 32.2
CAPITAL RATIOS:
Average stockholders'
equity to average
assets.................. 10.09% 10.04% 10.03% 9.99% 9.82% 9.50% 9.61%
Tier 1 risk-adjusted
capital................. 11.35 11.59 12.09 11.3 11.03 11.26 11.50
Total risk adjusted
capital................. 13.71 14.30 14.70 14.0 14.33 13.21 13.85
Tier 1 leverage........... 9.90 9.23 10.16 9.22 9.47 9.62 9.59
RATIO OF EARNINGS TO
FIXED CHARGES (4):
Including deposit
interest................ 1.84x 1.77x 1.82x 1.71x 1.70x 1.89x 1.89x
Excluding deposit
interest................ 3.48 3.65 3.92 3.93 3.49 4.75 5.77
CREDIT QUALITY RATIOS:
Reserve for credit losses
to nonperforming
assets.................. 450.23% 418.84% 516.84% 531.48% 436.06% 570.50% 362.84%
Reserve for credit losses
to loans and leases
outstanding ............ 1.50 1.51 1.50 1.50 1.50 1.52 1.51
Net charge-offs to average
loans and leases
outstanding............. .55 .56 .54 .49 .27 .18 .31
Nonperforming assets to
loans, leases and other
real estate owned....... .33 .36 .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.
(5) Ratios and percentages relating to the three month periods ended March 31,
1998 and 1997 have been annualized where appropriate for comparative
purposes.
12
<PAGE> 14
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,
incorporated by reference in Fifth Third's Annual Report on Form 10-K for the
year ended December 31, 1997.
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 and 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 such
banking 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, these and other regulatory authorities
have established guidelines with respect to the maintenance of appropriate
levels of capital by a bank, bank holding company or savings association under
their jurisdiction. Compliance with the standards set forth in such guidelines
could limit the amount of dividends which Fifth Third and its banking affiliates
may pay.
13
<PAGE> 15
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 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.
14
<PAGE> 16
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%, 33 1/3% 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 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.
"Total capital" means Tier 1 capital 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 are 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.
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
15
<PAGE> 17
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.
UNDERWRITING
Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated the date hereof, each of the underwriters (the "Underwriters")
named below has severally agreed to purchase, and Fifth Third has agreed to sell
to such Underwriter, the number of shares of Common Stock set forth opposite the
name of such Underwriter.
<TABLE>
<CAPTION>
NAME OF UNDERWRITER NUMBER OF SHARES
------------------- ----------------
<S> <C>
Smith Barney Inc..........................................
Goldman, Sachs & Co.......................................
J. P. Morgan Securities Inc...............................
Donaldson, Lufkin & Jenrette Securities Corporation.......
Merrill Lynch & Co, Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................
NationsBanc Montgomery Securities LLC.....................
The Ohio Company..........................................
----------
Total...........................................
==========
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all shares of Common Stock
offered hereby if any such shares are taken.
The Underwriters propose to offer part of the shares directly to the public
at the public offering price set forth on the cover page of this Prospectus and
part of the shares to certain dealers at a price which represents a concession
not in excess of $ per share under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After the initial offering of
shares to the public, the public offering price and such concessions may be
changed by the Underwriters.
Fifth Third has agreed that it will not, without the prior written consent
of Smith Barney Inc., for a period of 90 days after the date of this Prospectus,
offer, sell or contract to sell, or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual
16
<PAGE> 18
disposition or effective economic disposition due to cash settlement or
otherwise) by Fifth Third or any affiliate of Fifth Third or any person in
privity with Fifth Third or any affiliate of Fifth Third), directly or
indirectly, or announce the offering of, any other shares of Common Stock or any
securities convertible into, or exchangeable for, shares of Common Stock (except
for the issuance of shares of Common Stock pursuant to existing stock option,
purchase and compensation plans, or upon conversion of any currently outstanding
convertible securities or the issuance of shares of Common Stock as
consideration for the acquisition of one or more businesses including the
acquisitions of The Ohio Company, State Savings and CitFed Bancorp), or sell or
grant options, rights or warrants with respect to any shares of Common Stock
(other than the grant of options pursuant to existing stock option, purchase and
compensation plans), otherwise than in accordance with this Agreement or as
contemplated in the Prospectus.
Fifth Third and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.
The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position. Stabilizing
transactions permit bids for and purchase of the Common Stock so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Common Stock in the open market in order
to cover syndicate short positions. Penalty bids permit the Underwriters to
reclaim a selling concession from a syndicate member when the Common Stock
originally sold by such syndicate member is purchased in a stabilizing
transaction or syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the Common Stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.
The Underwriters have from time to time performed various investment
banking services for Fifth Third and its affiliates, and received customary
compensation therefor. In addition, Fifth Third has agreed to acquire The Ohio
Company, an entity serving as an Underwriter, as described under "RECENT
TRANSACTIONS."
LEGAL MATTERS
The authorization and the issuance of the shares of Common Stock offered
hereby will be passed upon for Fifth Third by Graydon, Head & Ritchey,
Cincinnati, Ohio. Certain legal matters in connection with this Offering will be
passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New
York, New York.
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
======================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY FIFTH THIRD OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT
RELATES IN ANY STATE OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH
OFFER IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 3
Cautionary Statement Concerning
Forward-Looking Information......... 3
Prospectus Summary.................... 4
Business of Fifth Third............... 6
First Quarter Results................. 7
Recent Transactions................... 7
Use of Proceeds....................... 9
Market Price and Dividend
Information......................... 9
Capitalization........................ 10
Selected Historical Financial Data.... 11
Description of Capital Stock.......... 13
Regulation of Financial
Institutions........................ 15
Underwriting.......................... 16
Legal Matters......................... 17
Experts............................... 17
============================================
</TABLE>
======================================================
3,600,000 SHARES
FIFTH THIRD BANCORP
COMMON STOCK
FIFTH THIRD LOGO
------------
PROSPECTUS
, 1998
------------
SALOMON SMITH BARNEY
GOLDMAN, SACHS & CO.
J. P. MORGAN & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
NATIONSBANC MONTGOMERY
SECURITIES LLC
THE OHIO COMPANY
======================================================
<PAGE> 20
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.
<TABLE>
<S> <C>
Commission registration fees................................ $ 59,538
Nasdaq National Market listing fee.......................... 17,500
Blue Sky fees and expenses.................................. 2,500
Printing and engraving expenses............................. 40,000
Transfer agent and registrar fee and expenses............... 5,000
Attorneys fees and expenses................................. 75,000
Accounting fees and expenses................................ 30,000
Miscellaneous............................................... 462
--------
Total............................................. $230,000
========
</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) 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
II-1
<PAGE> 21
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>
Form of Underwriting Agreement.............................. 1.1
Opinion of Graydon, Head & Ritchey.......................... 5.1
Consent of Graydon, Head & Ritchey (included in Exhibit
5.1)...................................................... 23.1
Consent of Deloitte & Touche LLP............................ 23.2
A power of attorney where various individuals authorize the
signing of their names to any and all amendments to this
Registration Statement and other documents submitted in
connection herewith....................................... 24.1*
Registrant's Financial Data Schedule........................ 27.1**
</TABLE>
- ---------------
* Previously filed.
** Incorporated herein by reference to Exhibit 27 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
ITEM 17. UNDERTAKINGS
(a) 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.
(b) The undersigned hereby undertakes that for purposes of determining any
liability under the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared effective.
(c) The undersigned hereby undertakes that for the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
II-2
<PAGE> 22
(d) 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 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-3
<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 Amendment No. 1 to
Registration Statement No. 333-49993 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on April 24, 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. 333-49993 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<C> <S>
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: April 24, 1998
- -----------------------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: April 24, 1998
- -----------------------------------------------------
Neal E. Arnold
Chief Financial Officer and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: April 24, 1998
- -----------------------------------------------------
Roger W. Dean
Controller
Directors of the Company:
Date: April , 1998
- -----------------------------------------------------
Darryl F. Allen
/s/ JOHN F. BARRETT* Date: April 24, 1998
- -----------------------------------------------------
John F. Barrett
Date: April , 1998
- -----------------------------------------------------
Milton C. Boesel, Jr.
</TABLE>
II-4
<PAGE> 24
<TABLE>
<C> <S>
- ------------------------------------------------------ Date: April , 1998
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: April 24, 1998
- ------------------------------------------------------
Thomas B. Donnell
/s/ RICHARD T. FARMER* Date: April 24, 1998
- ------------------------------------------------------
Richard T. Farmer
Date: April , 1998
- ------------------------------------------------------
Ivan W. Gorr
/s/ JOSEPH H. HEAD, JR.* Date: April 24, 1998
- ------------------------------------------------------
Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE* Date: April 24, 1998
- ------------------------------------------------------
Joan R. Herschede
Date: April , 1998
- ------------------------------------------------------
William G. Kagler
Date: April ,1998
- ------------------------------------------------------
James D. Kiggen
/s/ MITCHEL LIVINGSTON* Date: April 24,1998
- ------------------------------------------------------
Mitchel Livingston
/s/ ROBERT B. MORGAN* Date: April 24,1998
- ------------------------------------------------------
Robert B. Morgan
/s/ JAMES E. ROGERS* Date: April 24,1998
- ------------------------------------------------------
James E. Rogers
Date: April , 1998
- ------------------------------------------------------
Brian H. Rowe
</TABLE>
II-5
<PAGE> 25
<TABLE>
<C> <S>
/s/ GEORGE A. SCHAEFER, JR. Date: April 24, 1998
- ------------------------------------------------------
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR.* Date: April 24, 1998
- ------------------------------------------------------
John J. Schiff, Jr.
Date: April , 1998
- ------------------------------------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: April 24, 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
</TABLE>
II-6
<PAGE> 1
Exhibit 1.1
Fifth Third Bancorp
3,600,000 Shares
Common Stock
(no par value)
Underwriting Agreement
New York, New York
April __, 1998
Salomon Smith Barney
Smith Barney Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated
NationsBanc Montgomery Securities LLC
The Ohio Company
As Representatives of the several Underwriters
c/o Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Fifth Third Bancorp, an Ohio corporation (the "Company"), proposes to
sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, 3,600,000 shares of Common Stock, no par value ("Common
Stock"), of the Company (said shares to be issued and sold by the Company
being hereinafter called the "Securities"). To the extent there are no
additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as
the context requires. Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of such Preliminary
Prospectus or the Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement, or the issue date of any
Preliminary Prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference. Certain terms used herein are defined in
Section 17 hereof.
<PAGE> 2
2
1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.
(a) The Company meets the requirements for use of Form S-3
under the Act and has prepared and filed with the Commission a
registration statement (file number 333-49993) on Form S-3, including a
related preliminary prospectus, for the registration under the Act of
the offering and sale of the Securities. The Company may have filed one
or more amendments thereto, including a related preliminary prospectus,
each of which has previously been furnished to you. The Company will
next file with the Commission one of the following: either (i) prior to
the Effective Date of such registration statement, a further amendment
to such registration statement, (including the form of final
prospectus), (ii) after the Effective Date of such registration
statement, a final prospectus in accordance with Rules 430A and 424(b),
or (iii) a final prospectus in accordance with Rules 415 and 424(b). In
the case of clause (ii), the Company has included in such registration
statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules
thereunder to be included in such registration statement and the
Prospectus. As filed, such amendment and form of final prospectus, or
such final prospectus, shall contain all Rule 430A Information,
together with all other such required information, and, except to the
extent the Representatives shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you prior
to the Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and other
changes (beyond that contained in the latest Preliminary Prospectus) as
the Company has advised you, prior to the Execution Time, will be
included or made therein. If the Registration Statement contains the
undertaking specified by Regulation S-K Item 512(a), the Registration
Statement, at the Execution Time, meets the requirements set forth in
Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did or
will, and when the Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date (as defined
herein), the Prospectus (and any supplements thereto) will, comply in
all material respects with the applicable requirements of the Act and
the Exchange Act and the respective rules thereunder; on the Effective
Date and at the Execution Time, the Registration Statement did not or
will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, on the
Effective Date, the Prospectus, if not filed pursuant to Rule 424(b),
will not, and on the date of any filing pursuant to Rule 424(b) and on
the Closing Date, the Prospectus (together with any supplement thereto)
will not, include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; PROVIDED, HOWEVER, that the Company makes no
representations or warranties as to the information contained in or
omitted from the Registration Statement, or the Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished herein or in writing to the
<PAGE> 3
3
Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the
Prospectus (or any supplement thereto).
(c) Each of the Company and each of its subsidiaries (as
defined below) has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction in
which it is chartered or organized, with full corporate power and
authority to own or lease, as the case may be, and to operate its
properties and conduct its business as described in the Prospectus, and
is duly qualified to do business as a foreign corporation and is in
good standing under the laws of each jurisdiction which requires such
qualification; the Company is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended (the "BHC Act"),
and the current activities of the Company and its subsidiaries (as
defined in the rules and regulations of the Board of Governors of the
Federal Reserve System thereunder (the "BHC Rules")) (individually a
"Subsidiary" and collectively the "Subsidiaries") would be activities
permissible for a bank holding company under the BHC Act and the BHC
Rules.
(d) All the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in the
Prospectus, all outstanding shares of capital stock of the Subsidiaries
are owned by the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security interest or any
other security interests, claims, liens or encumbrances.
(e) There is no franchise, contract or other document of a
character required to be described in the Registration Statement or
Prospectus, or to be filed as an exhibit thereto, which is not
described or filed as required; and the statements in the Prospectus
under the heading "Regulation of Financial Institutions" fairly
summarize the matters therein described.
(f) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding obligation
of the Company enforceable in accordance with its terms.
(g) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940, as amended.
(h) No consent, approval, authorization, filing with or order
of any court or governmental agency or body is required in connection
with the transactions contemplated herein, except such as have been
obtained under the Act and such as may be required under the blue sky
laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Prospectus.
<PAGE> 4
4
(i) Neither the issue and sale of the Securities nor the
consummation of any other transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach
or violation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its Subsidiaries pursuant
to, (i) the charter or by-laws of the Company or any of its
Subsidiaries, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which the
Company or any of its Subsidiaries is a party or bound or to which its
or their property is subject, or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company or any
of its Subsidiaries of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or any of its Subsidiaries or any of its
or their properties.
(j) No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
(k) The Company and its Subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the
appropriate federal, state or foreign regulatory authorities necessary
to conduct their respective businesses, and neither the Company nor any
such Subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse
effect on the condition (financial or otherwise), prospects, earnings,
business or properties of the Company and its Subsidiaries, taken as a
whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto).
Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.
2. PURCHASE AND SALE. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
$___ per share, the amount of the Securities set forth opposite such
Underwriter's name in Schedule I hereto.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Securities shall be made at 10:00 AM, New York City time, on April __, 1998, or
at such time on such later date not more than three Business Days after the
foregoing date as the Representatives shall designate, which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by
<PAGE> 5
5
the several Underwriters through the Representatives of the purchase price
thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. Delivery of the Securities shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
4. OFFERING BY UNDERWRITERS. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.
5. AGREEMENTS. The Company agrees with the several
Underwriters that:
(a) The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become effective. Prior to the termination of the
offering of the Securities, the Company will not file any amendment of
the Registration Statement or supplement to the Prospectus or any Rule
462(b) Registration Statement unless the Company has furnished you a
copy for your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, if the Registration Statement has
become or becomes effective pursuant to Rule 430A, or filing of the
Prospectus is otherwise required under Rule 424(b), the Company will
cause the Prospectus, properly completed, and any supplement thereto to
be filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Company
will promptly advise the Representatives (i) when the Registration
Statement, if not effective at the Execution Time, shall have become
effective, (ii) when the Prospectus, and any supplement thereto, shall
have been filed (if required) with the Commission pursuant to Rule
424(b) or when any Rule 462(b) Registration Statement shall have been
filed with the Commission, (iii) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any request by the
Commission or its staff for any amendment of the Registration
Statement, or any Rule 462(b) Registration Statement, or for any
supplement to the Prospectus or for any additional information, (v) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (vi) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the Securities for sale in any jurisdiction or the
institution or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such
stop order or the suspension of any such qualification and, if issued,
to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would include
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall
be necessary to amend the Registration Statement or supplement the
Prospectus to comply with the Act or the
<PAGE> 6
6
Exchange Act or the respective rules thereunder, the Company promptly
will (i) notify the Representatives of such event, (ii) prepare and
file with the Commission, subject to the second sentence of paragraph
(a) of this Section 5, an amendment or supplement which will correct
such statement or omission or effect such compliance and (iii) supply
any supplemented Prospectus to you in such quantities as you may
reasonably request.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of executed
Registration Statement (including exhibits thereto) and to each other
Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of each Preliminary
Prospectus and the Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to
the offering.
(e) The Company will arrange, if necessary, for the
qualification of the Securities for sale under the laws of such
jurisdictions as the Representatives may designate, will maintain such
qualifications in effect so long as required for the distribution of
the Securities and will pay any fee of the National Association of
Securities Dealers, Inc., in connection with its review of the
offering; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of
process in suits, other than those arising out of the offering or sale
of the Securities, in any jurisdiction where it is not now so subject.
(f) The Company will not, without the prior written consent of
Salomon Smith Barney, for a period of 90 days following the Execution
Time, offer, sell or contract to sell, or otherwise dispose of (or
enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise)
by the Company or any affiliate of the Company or any person in privity
with the Company or any affiliate of the Company) directly or
indirectly, or announce the offering of, any other shares of Common
Stock or any securities convertible into, or exchangeable for, shares
of Common Stock; PROVIDED, HOWEVER, that the Company (i) may issue and
sell Common Stock pursuant to any stock option, purchase and
compensation plans of the Company in effect at the Execution Time, (ii)
the Company may issue Common Stock issuable upon the conversion of
securities or the exercise of warrants outstanding at the Execution
Time, and (iii) the Company may issue Common Stock as consideration for
the acquisition of one or more businesses including the acquisitions of
The Ohio Company, State Savings Company and CitFed Bancorp, Inc.
<PAGE> 7
7
(g) The Company will not take, directly or indirectly, any
action designed to or which has constituted or which might reasonably
be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM New York City time on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or (ii)
9:30 AM on the Business Day following the day on which the public
offering price was determined, if such determination occurred after
3:00 PM New York City time on such date; if filing of the Prospectus,
or any supplement thereto, is required pursuant to Rule 424(b), the
Prospectus, and any such supplement, will be filed in the manner and
within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have furnished to the Representatives
the opinion of Graydon, Head & Ritchey, special counsel for the
Company, dated the Closing Date and addressed to the Representatives,
to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the jurisdiction in which it is chartered or
organized, with full corporate power and authority to own or
lease, as the case may be, and to operate its properties and
conduct its business as described in the Prospectus, and is
duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which
requires such qualification;
(ii) the Company's authorized equity capitalization
is as set forth in the Prospectus; the capital stock of the
Company conforms in all material respects to the description
thereof contained in the Prospectus; the outstanding shares of
Common Stock have been duly and validly authorized and issued
and are fully paid and nonassessable; the Securities have been
duly and validly authorized, and, when issued and delivered to
and paid for by the Underwriters pursuant to this Agreement,
will be fully paid and nonassessable; the Securities are duly
listed and admitted and authorized for trading, subject to
official notice of issuance, on the
<PAGE> 8
8
Nasdaq National Market; the certificates for the Securities
are in valid and sufficient form; and the holders of
outstanding shares of capital stock of the Company are not
entitled to preemptive or other rights to subscribe for the
Securities; and, except as set forth in the Prospectus, to the
knowledge of such counsel, no options, warrants or other
rights to purchase, agreements or other obligations to issue,
or rights to convert any obligations into or exchange any
securities for, shares of capital stock of or ownership
interests in the Company are outstanding;
(iii) to the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding by or before
any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its Subsidiaries or
its or their property of a character required to be disclosed
in the Registration Statement which is not adequately
disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to be
described in the Registration Statement or Prospectus, or to
be filed as an exhibit thereto, which is not described or
filed as required;
(iv) the Registration Statement has become effective
under the Act; any required filing of the Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b);
to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued,
no proceedings for that purpose have been instituted or
threatened and the Registration Statement and the Prospectus
(other than the financial statements and other financial
information contained therein, as to which such counsel need
express no opinion) comply as to form in all material respects
with the applicable requirements of the Act and the Exchange
Act and the respective rules thereunder;
(v) this Agreement has been duly authorized, executed
and delivered by the Company;
(vi) the Company is not and, after giving effect to
the offering and sale of the Securities and the application of
the proceeds thereof as described in the Prospectus, will not
be an "investment company" as defined in the Investment
Company Act of 1940, as amended; and
(vii) no consent, approval, authorization, filing
with or order of any court or governmental agency or body is
required in connection with the transactions contemplated
herein, except such as have been obtained under the Act and
such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution
of the Securities by the Underwriters in the manner
contemplated in this Agreement and in the Prospectus and such
other approvals (specified in such opinion) as have been
obtained.
<PAGE> 9
9
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of Ohio or the Federal laws of the United States, to the extent
they deem proper and specified in such opinion, upon the opinion of
other counsel of good standing whom they believe to be reliable and who
are satisfactory to counsel for the Underwriters and (B) as to matters
of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. References to the
Prospectus in this paragraph (b) include any supplements thereto at the
Closing Date. The opinion of such counsel shall be rendered to the
Underwriters at the request of the Company and shall so state therein.
Such counsel shall additionally state that such counsel has
participated in conferences with officers and other representatives of
the Company, representatives of the Underwriters and counsel for the
Underwriters in connection with the preparation of the Registration
Statement and the Prospectus and has considered the matters and
statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such
matters and statements (except as indicated above), and on the basis of
the foregoing, such counsel advises that such counsel has no reason to
believe that on the Effective Date or at the Execution Time the
Registration Statement contains or contained any untrue statement of a
material fact or omitted or omits to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus as of its date and on the Closing
Date includes any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading (in each case, other than the financial statements and
other financial information contained therein, as to which such counsel
need express no opinion).
(c) Paul L. Reynolds, General Counsel to the Company, shall
have furnished to the Representatives his opinion, dated the Closing
Date and addressed to the Representatives, to the effect that:
(i) each of the Company's Subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and
authority to own or lease, as the case may be, and to operate
its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification; the Company is
duly registered as a bank holding company under the BHC Act
and the current activities of the Company and its Subsidiaries
would be activities permissible for a bank holding company
under the BHC Act and the BHC Rules;
(ii) except as set forth in the Prospectus, no
options, warrants or other rights to purchase, agreements or
other obligations to issue, or rights to convert any
obligations into or exchange any securities for, shares of
capital stock of or ownership interests in the Company are
outstanding;
<PAGE> 10
10
(iii) all the outstanding shares of capital stock of
each Subsidiary have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as
otherwise set forth in the Prospectus, all outstanding shares
of capital stock of the Subsidiaries are owned by the Company
either directly or through wholly owned subsidiaries free and
clear of any perfected security interest and, to the knowledge
of such counsel, after due inquiry, any other security
interest, claim, lien or encumbrance;
(iv) the statements in the Prospectus under the
heading "Regulation of Financial Institutions" fairly
summarize the matters therein described;
(v) neither the issue and sale of the Securities, nor
the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation of or
imposition of any lien, charge or encumbrance upon any
property or assets of the Company or its Subsidiaries pursuant
to, (A) the charter or by-laws of the Company or its
Subsidiaries, (B) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument
to which the Company or its Subsidiaries is a party or bound
or to which its or their property is subject, or (C) any
statute, law, rule, regulation, judgment, order or decree
applicable to the Company or its Subsidiaries of any court,
regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the
Company or its Subsidiaries or any of its or their properties;
and
(vi) no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of Ohio or the Federal laws of the United States, to the extent
he deems proper and specified in such opinion, upon the opinion of
other counsel of good standing whom he believes to be reliable and who
are satisfactory to counsel for the Underwriters and (B) as to matters
of fact, to the extent he deems proper, on certificates of responsible
officers of the Company and public officials. References to the
Prospectus in this paragraph (c) include any supplements thereto at the
Closing Date. The opinion of such counsel shall be rendered to the
Underwriters at the request of the Company and shall so state therein.
Such counsel shall additionally state that such counsel has
participated in conferences with officers and other representatives of
the Company, representatives of the Underwriters and counsel for the
Underwriters in connection with the preparation of the Registration
Statement and the Prospectus and has considered the matters and
statements contained therein, although such counsel has not
independently verified the accuracy, completeness or fairness of such
matters and statements (except as indicated above), and on the basis of
the foregoing, such counsel advises that such counsel has no reason to
believe that on the Effective Date or at the Execution Time the
Registration Statement contains or contained any untrue statement of
<PAGE> 11
11
a material fact or omitted or omits to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus as of its date and on the Closing
Date includes any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading (in each case, other than the financial statements and
other financial information contained therein, as to which such counsel
need express no opinion).
(d) The Representatives shall have received from Cleary,
Gottlieb, Steen & Hamilton, counsel for the Underwriters, such opinion
or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the
Securities, the Registration Statement, the Prospectus (together with
any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters. The opinion or
opinions of such counsel shall be rendered to the Underwriters at the
request of the Company and shall so state therein.
(e) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Prospectus, any supplements to the Prospectus and this Agreement and
that:
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as
if made on the Closing Date and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus (exclusive of any
supplement thereto), there has been no material adverse effect
on the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus (exclusive of any
supplement thereto).
(f) At the Execution Time and at the Closing Date, Deloitte &
Touche LLP shall have furnished to the Representatives letters, dated
respectively as of the Execution Time and as of the Closing Date, in
form and substance satisfactory to the Representatives, confirming that
they are independent accountants within the meaning of
<PAGE> 12
12
the Act and the Exchange Act and the respective applicable published
rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited financial statements
and financial statement schedules and pro forma financial
statements included or incorporated in the Registration
Statement and the Prospectus and reported on by them comply as
to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and
the related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the Company
and its subsidiaries; carrying out certain specified
procedures (but not an examination in accordance with
generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of
the meetings of the stockholders and directors and executive,
audit and compensation and stock option committees of the
Company and the Subsidiaries; and inquiries of certain
officials of the Company who have responsibility for financial
and accounting matters of the Company and its subsidiaries as
to transactions and events subsequent to December 31, 1997,
nothing came to their attention which caused them to believe
that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply as to form
in all material respects with applicable accounting
requirements of the Act and with the published rules
and regulations of the Commission with respect to
financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange
Act; and said unaudited financial statements are not
in conformity with generally accepted accounting
principles applied on a basis substantially
consistent with that of the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus;
(2) with respect to the period subsequent to
December 31, 1997, there were any changes, at a
specified date not more than five days prior to the
date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of the
Company or decreases in the stockholders' equity of
the Company as compared with the amounts shown on the
December 31, 1997 consolidated balance sheet included
or incorporated in the Registration Statement and the
Prospectus, or for the period from January 1, 1998 to
such specified date there were any decreases, as
compared with the corresponding period in the
preceding year in net revenues or income before
income taxes or in total or per share amounts of net
income of the Company and its subsidiaries, except in
all instances for changes or decreases set forth in
such letter, in which case the letter shall be
accompanied by an explanation by the Company as to
<PAGE> 13
13
the significance thereof unless said explanation is
not deemed necessary by the Representatives;
(3) the information included in the
Registration Statement and Prospectus in response to
Regulation S-K, Item 301 (Selected Financial Data),
Item 302 (Supplementary Financial Information), Item
402 (Executive Compensation) and Item 503(d) (Ratio
of Earnings to Fixed Charges) is not in conformity
with the applicable disclosure requirements of
Regulation S-K; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company and its subsidiaries) set forth in the Registration
Statement and the Prospectus, including the information set
forth under the captions "Selected Historical Financial Data"
in the Prospectus and the information included or incorporated
in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on
Form 10-K, incorporated in the Registration Statement and the
Prospectus, agrees with the accounting records of the Company
and its subsidiaries, excluding any questions of legal
interpretation.
References to the Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.
(g) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of
any supplement thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in paragraph
(f) of this Section 6 or (ii) any change, or any development involving
a prospective change, in or affecting the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in
or contemplated in the Prospectus (exclusive of any supplement thereto)
the effect of which, in any case referred to in clause (i) or (ii)
above, is, in the sole judgment of the Representatives, so material and
adverse as to make it impractical or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof) and the
Prospectus (exclusive of any supplement thereto).
(h) Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of the Company's debt securities
by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or any notice given
of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction
of the possible change.
<PAGE> 14
14
(i) The Securities shall have been listed and admitted and
authorized for trading on the Nasdaq National Market, and satisfactory
evidence of such actions shall have been provided to the
Representatives.
(j) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall
be delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for
the Underwriters, at One Liberty Plaza, New York, New York, on the Closing Date.
7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Salomon Smith Barney on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.
8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any such
<PAGE> 15
15
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of
its officers who signs the Registration Statement, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the Company by or
on behalf of such Underwriter through the Representatives specifically
for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges that (i) the
statements set forth in the last paragraph of the cover page regarding
delivery of the Securities, (ii) the legends in block capital letters
on page 2 related to stabilization, syndicate covering transactions and
penalty bids, and (iii) under the heading "Underwriting," (A) the
sentences related to concessions and reallowances and (B) the paragraph
related to stabilization, syndicate covering transactions and penalty
bids in any Preliminary Prospectus and the Prospectus constitute the
only information furnished in writing by or on behalf of the several
Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify
the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party's
choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indemnified party
or parties except as set forth below); PROVIDED, HOWEVER, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding
the indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the
right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present
such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of,
<PAGE> 16
16
any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to
the indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the
Underwriters severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and by the Underwriters on the other from the offering of the
Securities; PROVIDED, HOWEVER, that in no case shall any Underwriter
(except as may be provided in any agreement among underwriters relating
to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the allocation
provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Underwriters severally shall contribute in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and
of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by it, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page
of the Prospectus. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one
hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method
of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of
<PAGE> 17
17
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within the meaning
of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to
contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities and
arrangements satisfactory to such nondefaulting Underwriters and the Company are
not made within 48 hours after such default, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 9 that does not
result in the termination of this Agreement, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.
10. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (a) trading in the Company's Common Stock shall have
been suspended by the Commission or the Nasdaq National Market or trading in
securities generally on the New York Stock Exchange or the Nasdaq National
Market shall have been suspended or limited or minimum prices shall have been
established on either of such Exchange or National Market, (b) a banking
moratorium shall have been declared either by Federal, New York State or Ohio
authorities or the Board of Governors of the Federal Reserve or (c) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it, in the sole judgment
of the Representatives, impractical or
<PAGE> 18
18
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Prospectus (exclusive of any supplement thereto).
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.
12. NOTICES. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to the Salomon Smith Barney General Counsel (fax
no.: (212) 816-7912 and confirmed to the General Counsel, Salomon Smith Barney
Inc., at 388 Greenwich Street, New York, New York 10013, Attention: General
Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to
___________ and confirmed to it at _______, Attention: Paul L. Reynolds, Esq.
13. SUCCESSORS. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
14. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.
15. COUNTERPARTS. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. HEADINGS. The section headings used herein are for
convenience only and shall not affect the construction hereof.
17. DEFINITIONS. The terms which follow, when used in this
Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York
City or Ohio.
"Commission" shall mean the Securities and Exchange
Commission.
<PAGE> 19
19
"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or become
effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Preliminary Prospectus" shall mean any preliminary prospectus
referred to in paragraph 1(a) above and any preliminary prospectus
included in the Registration Statement at the Effective Date that omits
Rule 430A Information.
"Prospectus" shall mean the prospectus relating to the
Securities that is first filed pursuant to Rule 424(b) after the
Execution Time or, if no filing pursuant to Rule 424(b) is required,
shall mean the form of final prospectus relating to the Securities
included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto or any Rule
462(b) Registration Statement becomes effective prior to the Closing
Date, shall also mean such registration statement as so amended or such
Rule 462(b) Registration Statement, as the case may be. Such term shall
include any Rule 430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A.
"Rule 424", "Rule 430A" and "Rule 462" refer to such rules
under the Act.
"Rule 430A Information" shall mean information with respect to
the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A.
"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the initial registration statement.
"Salomon Smith Barney" shall mean Smith Barney Inc. or Salomon
Brothers Inc, to the extent that either such party is a signatory to
this Agreement.
For purposes of this Agreement, all references to the
Registration Statement, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement to any of the foregoing shall be deemed to
include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").
<PAGE> 20
20
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
Fifth Third Bancorp
By:
--------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
Smith Barney Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated
NationsBanc Montgomery Securities LLC
The Ohio Company
By: Smith Barney Inc.
By:
---------------------------------
Name:
Title:
For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.
<PAGE> 21
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF UNDERWRITTEN
UNDERWRITERS SECURITIES TO BE PURCHASED
- ------------ --------------------------
<S> <C>
Smith Barney Inc.........................................................
Goldman, Sachs & Co......................................................
J.P. Morgan Securities Inc...............................................
Donaldson, Lufkin & Jenrette Securities Corporation......................
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................
NationsBanc Montgomery Securities LLC....................................
The Ohio Company.........................................................
-----------------------
Total..................................................
=======================
</TABLE>
<PAGE> 1
Exhibit 5.1
[GRAYDON, HEAD & RITCHEY LETTERHEAD]
April 23, 1998
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45236
Re: Issuance of 3,600,000 Shares of Common Stock of Fifth Third Bancorp
pursuant to Registration Statement on Form S-3 (File No. 333-49993), as
amended, filed with The Securities and Exchange Commission
Gentlemen:
We have acted as counsel to Fifth Third Bancorp, an Ohio corporation,
("Company"), in connection with the issuance of 3,600,000 shares of common
stock, no par value per share (the "Common Stock"), pursuant to the public
offering of such shares, as set forth in the Registration Statement on Form S-3
(File No. 333-49993), as amended (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission.
As counsel for the Company we have made such legal and factual
examinations and inquiries as we deem advisable for the purpose of rendering
this opinion. In addition, we have examined such documents and materials,
including the Articles of Incorporation, Code of Regulations and other corporate
records of the Company, as we have deemed necessary for the purpose of this
opinion.
On the basis of the foregoing, we express the opinion that the
3,600,000 shares of Common Stock of the Company registered for issuance pursuant
to the Registration Statements have been duly authorized for issuance and sale
as contemplated by the Registration Statements, are free of preemptive rights
and, when issued and delivered by the Company as contemplated by the
Registration Statement against payment of the consideration set forth therein,
will be validly issued, fully paid and nonassessable.
<PAGE> 2
Fifth Third Bancorp
Page 2
April 23, 1998
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to our firm in the related Prospectus under the caption "Legal
Matters."
Very truly yours,
GRAYDON, HEAD & RITCHEY
By: /s/ Richard G. Schmalzl
----------------------------
Richard G. Schmalzl, Partner
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-49993 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
April 24, 1998
