<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
REGISTRATION NO. 333-48049
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST EFFECTIVE AMENDMENT NO.1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
FIFTH THIRD BANCORP
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0854434
- -------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
-------------------------------
(Address of principal executive
offices including zip code)
CITFED BANCORP, INC. AMENDED
AND RESTATED 1991 STOCK
OPTION AND INCENTIVE PLAN
-----------------------
(Full title of the plan)
Copy To:
PAUL L. REYNOLDS, ESQ. RICHARD G. SCHMALZL, ESQ.
FIFTH THIRD BANCORP H. SAMUEL LIND, ESQ.
38 FOUNTAIN SQUARE PLAZA GRAYDON, HEAD & RITCHEY
CINCINNATI, OHIO 45263 511 WALNUT STREET
1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202
(513) 579-5300 (513) 621-6464
(Name, address and telephone
number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------- ------------------ ------------------------- ------------------------- ------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
- ----------------------- ------------------ ------------------------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO 360,424 SHARES N/A N/A N/A(2)
PAR VALUE PER SHARE
- ----------------------- ------------------ ------------------------- ------------------------- ------------------------
<FN>
(1) This Post Effective Amendment No. 1 on Form S-8 to Form S-4 covers 360,424 shares of Common Stock originally registered on
the Registration Statement on Form S-4 to which this Amendment relates. These 360,424 shares of Common Stock are issuable
pursuant to options granted under the CitFed Bancorp, Inc. Amended and Restated 1991 Stock Option and Incentive Plan
(the "Plan"). See "Purpose of Amendment."
(2) The Registrant previously paid $203,213.67 upon the initial filing of this Registration Statement to register 16,500,000
shares of Common Stock issuable to the Stockholders of CitFed Bancorp, Inc., including the 360,424 shares of Common Stock
which may be issued pursuant to the Plan.
</TABLE>
================================================================================
<PAGE> 2
PURPOSE OF AMENDMENT
The purpose of this Post Effective Amendment No. 1 is to
register on Form S-8 360,424 shares of common stock, no par value per share (the
"Common Stock"), of Fifth Third Bancorp (the "Registrant") previously registered
on Form S-4 (Registration No. 333-48049) for issuance pursuant to options
granted under the CitFed Bancorp, Inc. Amended and Restated 1991 Stock Option
and Incentive Plan (the "Plan") of CitFed Bancorp, Inc. ("CitFed"), pursuant to
the terms and conditions of an Affiliation Agreement dated as of January 13,
1998, between the Registrant and CitFed, which provided for the merger of CitFed
with and into the Registrant. The merger was consummated on June 26, 1998.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of
the Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, as filed with the Commission, are
incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;
(ii) the Registrant's Current Report on Form 8-K filed March
17, 1998;
(iii) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998; and
(iv) the description of the Registrant's Common Stock
contained in a registration statement filed under the
Securities and Exchange Act of 1934, including any
amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
<PAGE> 3
such securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. 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
<PAGE> 4
the court of common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of common pleas
or such other court shall deem proper, and (b) any action or suit in which the
only liability asserted against a director is pursuant to Section 1701.95 of the
Ohio Revised Code concerning unlawful loans, dividends and distribution of
assets. In addition, Section 1701.13(E) requires a corporation to pay any
expenses, including attorney's fees, of a director in defending an action, suit,
or proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (i) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the Second Amended Articles
of Incorporation or Code of Regulations of the Registrant.
The Code of Regulations of the Registrant provides that the Registrant
shall indemnify each director and each officer of the Registrant, and each
person employed by the Registrant who serves at the written request of the
President of the Registrant 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. The Registrant may indemnify assistant
officers, employees and others by action of the Board of Directors to the extent
permitted by Ohio law.
The Registrant 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 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit Description of Exhibit
- ------- ----------------------
4.1 CitFed Bancorp, Inc. Amended and Restated 1991 Stock Option and
Incentive Plan*
4.2 Second Amended and Restated Articles of Incorporation*
4.3 Code of Regulations*
5.1 Opinion of Counsel employed by Fifth Third Bancorp**
23.1 Consent of Counsel employed by Fifth Third Bancorp (included
in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
- ------------------
* Incorporated by reference. See Exhibit Index.
** Previously filed.
<PAGE> 5
Item 9. Undertakings
------------
A. INDEMNIFICATION
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 provisions referred to in Item 6, 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 Act
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 Act and will be governed by the final adjudication of
such issue.
B. SUBSEQUENT EXCHANGE OF DOCUMENTS
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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. OTHER
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the
<PAGE> 6
low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represented no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE> 7
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-8, and has duly caused this Post
Effective Amendment No. 1 to Registration Statement No. 333-48049 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio, on August 7, 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 Post
Effective Amendment No. 1 to Registration Statement No. 333-48049 has been
signed by the following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR.
- -------------------------- Date: August 7, 1998
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD
- ------------------------- Date: August 7, 1998
Neal E. Arnold
Chief Financial Officer
and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN
- ---------------------- Date: August 7, 1998
Roger W. Dean
Controller
<PAGE> 8
Directors of the Company:
/s/ DARRYL F. ALLEN* Date: August 7, 1998
- ------------------------
Darryl F. Allen
- ------------------------ Date:
John F. Barrett
- ------------------------ Date:
Milton C. Boesel, Jr.
/s/ GERALD V. DIRVIN* Date: August 7, 1998
- ------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: August 7, 1998
- ------------------------
Thomas B. Donnell
/s/ RICHARD T. FARMER* Date: August 7, 1998
- -------------------------
Richard T. Farmer
/s/ IVAN W. GORR* Date: August 7, 1998
- -------------------------
Ivan W. Gorr
/s/ JOSEPH H. HEAD, JR.* Date: August 7, 1998
- -------------------------
Joseph H. Head, Jr.
<PAGE> 9
/s/ JOAN R. HERSCHEDE* Date: August 7, 1998
- --------------------------
Joan R. Herschede
/s/ WILLIAM G. KAGLER* Date: August 7, 1998
- --------------------------
William G. Kagler
/s/ JAMES D. KIGGEN* Date: August 7, 1998
- --------------------------
James D. Kiggen
/s/ MITCHEL LIVINGSTON* Date: August 7, 1998
- --------------------------
Mitchel Livingston
/s/ ROBERT B. MORGAN* Date: August 7, 1998
- --------------------------
Robert B. Morgan
/s/ JAMES E. ROGERS* Date: August 7, 1998
- --------------------------
James E. Rogers
/s/ BRIAN H. ROWE* Date: August 7, 1998
- --------------------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR.
- --------------------------- Date: August 7, 1998
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR.* Date: August 7, 1998
- ---------------------------
John J. Schiff, Jr.
<PAGE> 10
/s/ DENNIS J. SULLIVAN, JR.* Date: August 7, 1998
- -----------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: August 7, 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
<PAGE> 11
INDEX TO EXHIBITS
-----------------
Exhibit Description of Exhibit
- ------- ----------------------
4.1 CitFed Bancorp, Inc. Amended and Restated 1991 Stock Option
and Incentive Plan (Filed as an Exhibit to CitFed Bancorp, Inc.'s
Annual Report on Form 10-K for the fiscal year ended March 31,
1996, and incorporated by reference herein)*
4.2 Second Amended and Restated Articles of Incorporation (Filed as
an Exhibit to the Registrant's Form S-4, Registration
No. 33-63966, and incorporated by reference herein)*
4.3 Code of Regulations (Filed as an Exhibit to the Registrant's
Form S-4, Registration No. 33-63966, and incorporated by
reference herein)*
5.1 Opinion of Counsel employed by Fifth Third Bancorp**
23.1 Consent of Counsel employed by Fifth Third Bancorp
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche, LLP
- -----------------
* Incorporated by reference.
** Previously filed.
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 333-48049 of Fifth Third Bancorp
on Form S-4 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.
Deloitte & Touche LLP
Cincinnati, Ohio
August 7, 1998
