<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
REGISTRATION NO. 333-48033
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
OHIO 6711 31-0854434
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------------
FIFTH THIRD CENTER, CINCINNATI, OHIO 45263
(513) 579-5300
(Address, including Zip Code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
PAUL L. REYNOLDS, ESQ.
FIFTH THIRD BANCORP
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
(513)579-5300
(Name, address, including Zip Code and telephone number, including area code, of
agent for service)
------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
RICHARD G. SCHMALZL, ESQ. JOHN C. VORYS, ESQ.
H. SAMUEL LIND, ESQ. VORYS, SATER, SEYMOUR AND
GRAYDON, HEAD & RITCHEY PEASE LLP
1900 FIFTH THIRD CENTER SUITE 2100, ATRIUM TWO
511 WALNUT STREET 221 E. FOURTH STREET
CINCINNATI, OHIO 45202 CINCINNATI, OHIO 45201
(513) 651-3836 (FAX) (513) 723-4056 (FAX)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective and upon the effective time of the merger ("Merger") of State Savings
Company ("State Savings") with and into the Registrant pursuant to the
Affiliation Agreement described in the enclosed Proxy Statement/Prospectus
included as Part I of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
PAGE NUMBER IN SEQUENTIAL
DOCUMENT EXHIBIT NUMBERING SYSTEM
-------- ------- -----------------------------
<S> <C> <C>
Affiliation Agreement (excluding exhibits) and related
Agreement of Merger, both dated as of January 2, 1999
by and between Fifth Third Bancorp and State Savings
Company (set forth in Annex A to the Proxy
Statement/Prospectus included in this Registration
Statement)............................................ 2.1 Included in Annex A
Affiliation Agreement (excluding exhibits) and related
Agreement of Merger, both dated as of January 13, 1998
by and between Fifth Third Bancorp and CitFed Bancorp,
Inc................................................... 2.2 Incorporated by Reference(1)
Form of Shareholder Support Agreement (set forth in
Annex B to the Proxy Statement/Prospectus included in
this Registration Statement).......................... 2.3 Included in Annex B
Seconded Amended Articles of Incorporation of Fifth
Third Bancorp, as amended............................. 3.1 Incorporated by Reference(2)
Code of Regulations of Fifth Third Bancorp, as
amended............................................... 3.2 Incorporated by Reference(2)
Stock Option Agreement (excluding exhibits) dated as
of January 13, 1998, by and between Fifth Third
Bancorp and CitFed Bancorp, Inc....................... 4 Incorporated by Reference(1)
Opinion of counsel employed by Fifth Third Bancorp as
to the legality of the securities being issued........ 5 *
Opinion of Vorys, Sater, Seymour and Pease LLP as to
tax matters........................................... 8 *
Fifth Third Bancorp 1982 Stock Option Plan............ 10.1 Incorporated by Reference(3)
Fifth Third Bancorp 1987 Stock Option Plan............ 10.2 Incorporated by Reference(4)
Fifth Third Bancorp Unfunded Deferred Compensation
Plan for Non-Employee Directors....................... 10.3 Incorporated by Reference(5)
Fifth Third Bancorp Nonqualified Deferred Compensation
Plan.................................................. 10.4 Incorporated by Reference(6)
Fifth Third Bancorp 1990 Stock Option Plan............ 10.5 Incorporated by Reference(7)
Fifth Third Bancorp Variable Compensation Plan........ 10.6 Incorporated by Reference(8)
Fifth Third Bancorp 1998 Long-Term Incentive Stock
Plan.................................................. 10.7 Incorporated by Reference(8)
Form of Employment Agreement between Fifth Third
Bancorp and David Reese............................... 10.8 *
Form of Employment Agreement between Fifth Third
Bancorp and Donald Shackelford........................ 10.9 *
Form of Employment Agreement between Fifth Third
Bancorp and Jerry L. Kirby............................ 10.10 Incorporated by Reference(1)
1997 Annual Report to Stockholders of Fifth Third
Bancorp............................................... 13 Incorporated by Reference
Subsidiaries of Fifth Third Bancorp................... 21 Incorporated by Reference(9)
Consent of Deloitte & Touche LLP (with respect to
Fifth Third Bancorp).................................. 23.1 *
Consent of Deloitte & Touche LLP (with respect to
State Savings Company................................. 23.2 *
Consent of Keefe, Bruyette & Woods, Inc............... 23.3 *
Consent of Vorys, Sater, Seymour and Pease LLP........ 23.4 Included in Exhibit 8
Consent of counsel employed by Fifth Third Bancorp.... 23.5 Included in Exhibit 5
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 *
Durable Power of Attorney for Thomas E. Szykowny as
attorney-in-fact for Donald B. Shackelford............ 24.2
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
PAGE NUMBER IN SEQUENTIAL
DOCUMENT EXHIBIT NUMBERING SYSTEM
-------- ------- -----------------------------
<S> <C> <C>
Fairness Opinion of Keefe, Bruyette & Woods, Inc. (set
forth in Annex C to the Proxy Statement/Prospectus
included in this Registration Statement).............. 99.1 Included in Annex C
Form of Proxy Card.................................... 99.2 *
Form of Letter to State Savings Shareholders.......... 99.3 *
Form of Notice of Special Meeting of State Savings
Shareholders.......................................... 99.4 *
Form of Acquiring Person Statement (set forth in Annex
E to the Proxy/ Statement/Prospectus included in this
Registration Statement)............................... 99.5 Included in Annex E
Consent of David E. Reese............................. 99.6 *
Consent of Donald B. Shackelford...................... 99.7 *
Form of Additional Materials to State Savings
Shareholders Required by Ohio Control Share
Acquisition Act....................................... 99.8 *
</TABLE>
- ---------------
* Previously filed.
(1) Filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-4, Registration No. 333-48049.
(2) Filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-4, Registration No. 33-63966.
(3) Filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-2, Registration No. 2-98550.
(4) Filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-2, Registration No. 33-13252.
(5) Incorporated by reference to the Registrant's Annual Report on Form 10-K
filed for the year ended December 31, 1985.
(6) Filed with the Securities and Exchange Commission as Exhibit 10.4 to a
Registration Statement on Form S-4, Registration No. 33-21139.
(7) Filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-34075.
(8) Incorporated by reference to the Registrant's Proxy Statement dated February
9, 1998.
(9) Incorporated by reference to the Registrant's Annual Report on Form 10-K
filed for the year ended December 31, 1997.
II-2
<PAGE> 4
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-4, and has duly caused this Amendment No. 2 to
Registration Statement No. 333-48033 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on April 6, 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. 2 to Registration Statement No. 333-48033 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 6, 1998
- -------------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: April 6, 1998
- -------------------------------------------
Neal E. Arnold
Chief Financial Officer
and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: April 6, 1998
- -------------------------------------------
Roger W. Dean
Controller
</TABLE>
II-3
<PAGE> 5
<TABLE>
<C> <S>
Directors of the Company:
/s/ DARRYL F. ALLEN* Date: April 6, 1998
- -------------------------------------------
Darryl F. Allen
Date:
- -------------------------------------------
John F. Barrett
Date:
- -------------------------------------------
Milton C. Boesel, Jr.
/s/ GERALD V. DIRVIN* Date: April 6, 1998
- -------------------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: April 6, 1998
- -------------------------------------------
Thomas B. Donnell
/s/ RICHARD T. FARMER* Date: April 6, 1998
- -------------------------------------------
Richard T. Farmer
/s/ IVAN W. GORR* Date: April 6, 1998
- -------------------------------------------
Ivan W. Gorr
/s/ JOSEPH H. HEAD, JR.* Date: April 6, 1998
- -------------------------------------------
Joseph H. Head, Jr.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<C> <S>
/s/ JOAN R. HERSCHEDE* Date: April 6, 1998
- -------------------------------------------
Joan R. Herschede
/s/ WILLIAM G. KAGLER* Date: April 6, 1998
- -------------------------------------------
William G. Kagler
/s/ JAMES D. KIGGEN* Date: April 6, 1998
- -------------------------------------------
James D. Kiggen
/s/ MITCHEL LIVINGSTON* Date: April 6, 1998
- -------------------------------------------
Mitchel Livingston
/s/ ROBERT B. MORGAN* Date: April 6, 1998
- -------------------------------------------
Robert B. Morgan
/s/ JAMES E. ROGERS* Date: April 6, 1998
- -------------------------------------------
James E. Rogers
/s/ BRIAN H. ROWE* Date: April 6, 1998
- -------------------------------------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: April 6, 1998
- -------------------------------------------
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR.* Date: April 6, 1998
- -------------------------------------------
John J. Schiff, Jr.
/s/ DENNIS J. SULLIVAN, JR.* Date: April 6, 1998
- -------------------------------------------
Dennis J. Sullivan, Jr.
</TABLE>
II-5
<PAGE> 7
<TABLE>
<C> <S>
/s/ DUDLEY S. TAFT* Date: April 6, 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 24.2
DURABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, Donald B. Shackelford, of Franklin
County, Ohio, do hereby make, constitute and appoint Thomas E. Szykowny my true
and lawful attorney in fact so that he may, in my name, place and stead, do and
perform all and every act and thing whatsoever and handle all matters which I
could or might do or handle if personally present, including, but not in
limitation thereof, to sell, exchange, mortgage, lease, convey and transfer real
estate, with or without covenants of warranty; to purchase, sell, exchange,
pledge, endorse or transfer personal property of every kind and description and
to invest the proceeds; to sign and endorse checks, promissory notes and other
instruments; to give receipts, to deposit and withdraw funds from any bank
account of mine; to open any safe deposit box of mine and to withdraw
securities and other papers therefrom; to borrow money, secured or unsecured;
to transact any and all business, directly or indirectly, with any bank,
broker, or other financial institution; to collect debts, institute and
prosecute legal proceedings; to enter into contracts; to handle all matters of
insurance; to prepare, sign on my behalf, and file any tax returns, and collect
any refunds due; and I hereby ratify and confirm all that my said attorney
shall lawfully do or cause to be done by virtue hereof. This power of attorney
shall not be affected by my disability.
IN WITNESS WHEREOF, I have hereunto set my hand this 26 day of March, 1998.
/s/ Donald B. Shackelford
-------------------------
Donald B. Shackelford
Signed and acknowledged
in the presence of
Joanne Montgomery
Notary Public
.
STATE OF OHIO .
. ss
COUNTY OF FRANKLIN .
On this 26th day of March, 1998, before me a Notary Public in and for said
State personally appeared Donald B. Shackelford, known to me to be the person
who executed the foregoing Power of Attorney, and acknowledged the execution of
said Power of Attorney to be his voluntary act and deed.
/s/ Joanne Montgomery
---------------------
Notary Public
[Seal]
