<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999
REGISTRATION NO. 333-_____________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
OHIO 31-0854434
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
----------
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
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
(513)579-5300
(Name, address, including Zip Code and telephone
number, including area code, of agent for service)
---------------
COPIES OF COMMUNICATIONS TO:
Richard G. Schmalzl, Esq.
H. Samuel Lind, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Phone: (513) 621-6464
Fax: (513) 651-3836
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE (1)
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<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 72,082 SHARES $64.57 $4,654,334.74 $1,293.91
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee based
upon the average of the high and low prices of the common stock, no par value of
Fifth Third as reported on the Nasdaq National Market on September 2, 1999, in
accordance with Rule 457(c) of the General Rules and Regulations under the
Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 1999
PROSPECTUS
FIFTH THIRD BANCORP
72,082 SHARES OF COMMON STOCK
----------------------------------------------------
This prospectus relates to the sale by the selling shareholders
identified in this document under the caption "Selling Shareholders" of 72,082
shares of common stock, no par value per share, of Fifth Third Bancorp, an Ohio
corporation.
The shares of common stock offered hereby may be offered for sale from
time to time during the periods specified herein by the selling shareholders, or
by certain other persons who are named in an amendment or supplement to this
prospectus in one or more transactions described herein on the Nasdaq National
Market or any securities exchange on which the common stock is listed, in the
over-the-counter market, in one or more private transactions or in a combination
of such methods of sale, at prices and on terms then prevailing, at prices
related to such prices or at negotiated prices. See "Plan of Distribution."
The price at which any of the shares of common stock offered hereby may
be sold, and the commissions, if any, paid in connection with any such sale, are
unknown and may vary from transaction to transaction.
Persons effecting resales of shares of common stock offered hereby and
dealers or brokers handling such transactions may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 and the rules and regulations
promulgated thereunder, with respect to such sales. These persons have not
conceded that they are in fact "underwriters".
Fifth Third common stock is traded on the Nasdaq National Market under
the symbol "FITB."
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FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION
WITH THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK
FACTORS" BEGINNING ON PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------------------------------------
THE SHARES OF FIFTH THIRD COMMON STOCK ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
------------------------------------------------------------
THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is September __, 1999.
<PAGE> 3
RISK FACTORS
In making your determination on whether or not to make an investment in
the shares of Fifth Third common stock offered hereby, you should consider the
following factors:
FIFTH THIRD'S ACQUISITION STRATEGY COULD POSE RISKS.
Fifth Third has grown through acquisitions in recent years and
anticipates that it will make additional acquisitions in the future. Fifth Third
frequently evaluates strategic opportunities not only in the banking industry
but also in related financial service industries. One or more future
acquisitions could be material to Fifth Third. Fifth Third may need to issue
more common stock to pay for those acquisitions, which would further dilute the
ownership interest of all Fifth Third shareholders at the time of the
acquisition. Acquisitions also could require Fifth Third to use substantial cash
or other liquid assets or to incur debt. In those events, Fifth Third could
become more susceptible to economic downturns and competitive pressures.
FIFTH THIRD FACES INTENSE COMPETITION FOR FINANCIAL SERVICES.
Fifth Third competes with hundreds of commercial banks, savings and
loans and other financial services providers. In addition to the challenge of
attracting and retaining customers for traditional banking services, Fifth
Third's competitors now include securities dealers, brokers, mortgage bankers,
investment advisors and finance and insurance companies who seek to offer
one-stop financial services to their customers that may include services that
banks have not been able or allowed to offer to their customers in the past. The
increasingly competitive environment is a result primarily of changes in
regulation, changes in technology and product delivery systems and the
accelerating pace of consolidation among financial services providers. Fifth
Third's ability to maintain its history of strong financial performance and
return on investment to shareholders will depend in part on Fifth Third's
ability to expand its scope of available financial services as needed to meet
the needs and demands of its customers.
FIFTH THIRD MAY ENCOUNTER DIFFICULTIES IN COMBINING THE OPERATIONS OF ACQUIRED
ENTITIES WITH FIFTH THIRD'S OWN OPERATIONS.
Because the markets and industries in which Fifth Third operates are
highly competitive, and because of the inherent uncertainties associated with
the integration of an acquired company, there can be no assurance that Fifth
Third will be able to realize fully the strategic objectives and operating
efficiencies in all of its acquisitions. In addition, Fifth Third may lose key
personnel, either from the acquired entities or from itself, as a result of
acquisitions. These factors could contribute to the benefits expected from
acquisitions not being achieved within expected time frames.
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<PAGE> 4
GOVERNMENTAL REGULATION AND LEGISLATION COULD LIMIT FIFTH THIRD'S FUTURE GROWTH.
Fifth Third and its subsidiaries are subject to extensive state and
federal regulation, supervision, and legislation which govern almost all aspects
of the operations of Fifth Third and its subsidiaries. These laws may change
from time to time and are primarily intended for the protection of consumers,
depositors, and the deposit insurance funds. The impact of any changes to these
laws may negatively impact Fifth Third's ability to expand its services and to
increase the value of its business. In addition, Fifth Third's earnings are
affected by the monetary policies of the Federal Reserve Board. These policies,
which include regulating the national supply of bank reserves and bank credit,
can have a major effect upon the source and cost of funds and the rates of
return earned on loans and investments. The Federal Reserve influences the size
and distribution of bank reserves through its open market operations and changes
in cash reserve requirements against member bank deposits. We cannot predict
what effect any presently contemplated or future changes in the laws or
regulations or their interpretations would have on Fifth Third, but such changes
could be materially adverse to Fifth Third's shareholders.
CHANGES IN INTEREST RATES COULD REDUCE FIFTH THIRD'S INCOME AND CASH FLOWS.
Fifth Third's income and cash flows depend to a great extent on
"interest rate differentials" and the resulting net interest margins (i.e., the
difference between the interest rates earned on interest-earning assets such as
loans and investment securities, and the interest rates paid on interest-bearing
liabilities such as deposits and borrowings). These rates are highly sensitive
to many factors which are beyond Fifth Third's control, including general
economic conditions and the policies of various governmental and regulatory
agencies, in particular, the Federal Reserve Board. Changes in monetary policy,
including changes in interest rates, will influence the origination of loans,
the purchase of investments, the generation of deposits, and the rates received
on loans and investment securities and paid on deposits. Fluctuations in these
areas may adversely affect Fifth Third.
FIFTH THIRD'S OPERATIONS MUST BE YEAR 2000 COMPLIANT.
As with other bank holding companies and other businesses generally,
Fifth Third is exposed to the risk that the year 2000 could cause system
failures which could be disruptive to Fifth Third's operations. Although Fifth
Third has undertaken significant projects to minimize the risk that the year
2000 will result in any significant problems for Fifth Third, some factors are
not within Fifth Third's direct control and could disrupt Fifth Third's
operations.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.
This document, including information incorporated by reference into
this document, contains or may contain forward-looking statements that involve
risks and uncertainties. This document contains certain forward-looking
statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Fifth Third, including
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<PAGE> 5
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. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, those risks discussed above.
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<PAGE> 6
FIFTH THIRD BANCORP
DESCRIPTION OF BUSINESS
Fifth Third is an Ohio corporation organized in 1975 as a bank holding
company registered under the Bank Holding Company Act and subject to regulation
by the Federal Reserve Board. Fifth Third, with its principal office located in
Cincinnati, is a multi-bank holding company that owns all of the outstanding
stock of nine commercial banks and one savings bank with 483 offices in Ohio,
Kentucky, Indiana, Michigan, Florida and Arizona. Those institutions are: Fifth
Third Bank; Fifth Third Bank, Central Ohio; Fifth Third Bank, Northwestern Ohio,
N.A.; Fifth Third Bank, Ohio Valley; Fifth Third Bank, Western Ohio; Fifth Third
Bank, Florida; Fifth Third Bank, Northern Kentucky, Inc.; Fifth Third Bank,
Kentucky, Inc.; Fifth Third Bank, Indiana; and Fifth Third Bank, Southwest,
F.S.B.
At June 30, 1999, Fifth Third, its affiliated banks and other
subsidiaries had consolidated total assets of $31.6 billion, consolidated total
deposits of $20.1 billion and consolidated total shareholders' equity of
approximately $3.3 billion.
Fifth Third, through its subsidiaries, engages primarily in commercial,
retail and trust banking, investment services and leasing activities and also
provides credit life, accident and health insurance, discount brokerage services
and property management for its properties. Those subsidiaries consist of The
Fifth Third Company, Fifth Third Securities, Inc., The Fifth Third Leasing
Company, Midwest Payment Systems, Inc., Fifth Third International Company and
Heartland Capital Management, Inc. Fifth Third's affiliates provide a full range
of financial products and services to the retail, commercial, financial,
governmental, educational and medical sectors, including a wide variety of
checking, savings and money market accounts, and credit products such as credit
cards, installment loans, mortgage loans and leasing. Each of the banking
affiliates has deposit insurance provided by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund and the Savings Association
Insurance Fund.
Fifth Third, through its banking subsidiaries, also participates in
several regional shared ATM networks, including "Money Station(R)," "Honor(R)"
and "Star." These networks include approximately 5,400, 42,000 and 44,000 ATMs,
respectively. All Fifth Third banking subsidiaries also participate in the "PLUS
System(R)" network, which is an international ATM network with approximately
625,000 ATMs.
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 the affiliates can pay dividends or otherwise supply funds to Fifth Third.
See "Description of Capital Stock."
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<PAGE> 7
RECENT DEVELOPMENTS
Fifth Third's strategy for growth includes strengthening its presence
in core markets, expanding into contiguous markets and broadening its product
offerings.
Fifth Third believes it has an excellent track record in integrating
acquired businesses. Since 1989, Fifth Third has completed 28 acquisitions,
which have contributed to its growth. Consistent with this strategy, Fifth Third
recently acquired Ashland Bankshares, Inc., Enterprise Federal Bancorp, Inc.,
South Florida Bank Holding Corporation and Emerald Financial Corp. and its
acquisitions of CNB Bancshares, Inc. and Peoples Bank Corporation of
Indianapolis are pending.
ASHLAND BANKSHARES, INC. On April 16, 1999, Fifth Third acquired
Ashland Bankshares, Inc., a bank holding company based in Ashland, Kentucky
which owns Bank of Ashland, Inc. As of December 31, 1998, Ashland had total
assets of $171.1 million and total deposits of $141.4 million. Fifth Third
issued approximately 1,225,000 shares of Fifth Third common stock to
shareholders of Ashland in that merger. Based on the fair market value per share
of Fifth Third common stock as of April 16, 1999, the closing date of this
merger, these shares had an aggregate value of approximately $84.5 million.
ENTERPRISE FEDERAL BANCORP, INC. On May 14, 1999, Fifth Third acquired
Enterprise Federal Bancorp, Inc., a savings and loan holding company based in
Cincinnati, Ohio which owns Enterprise Federal Savings Bank. As of December 31,
1998, Enterprise Federal Bancorp, Inc. had total assets of $544.1 million and
total deposits of $343.2 million. Fifth Third issued approximately 1,676,596
shares of Fifth Third common stock to shareholders of Enterprise in that merger.
Based on the fair market value per share of Fifth Third common stock as of May
14, 1999, the closing date of this merger, these shares had an aggregate value
of approximately $121.9 million.
SOUTH FLORIDA BANK HOLDING CORPORATION. On June 11, 1999, Fifth Third
acquired South Florida Bank Holding Corporation, a bank holding company based in
Ft. Myers, Florida which owns South Florida Bank. As of December 31, 1998, South
Florida had total assets of $90.2 million and total deposits of $77.0 million.
Fifth Third issued approximately 440,000 shares of Fifth Third common stock to
shareholders of South Florida in that merger. Based on the fair market value per
share of Fifth Third common stock as of June 11, 1999, the closing date of this
merger, these shares had an aggregate value of approximately $28.6 million.
EMERALD FINANCIAL CORP. On August 6, 1999, Fifth Third acquired Emerald
Financial Corp., a unitary savings and loan holding company based in
Strongsville, Ohio which owns The Strongsville Savings Bank. As of March 31,
1999, Emerald had total assets of $677.1 million and total deposits of $562.4
million. Fifth Third issued approximately 3,430,000 shares of Fifth Third common
stock to shareholders of Emerald in that merger. Based on the fair market value
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<PAGE> 8
per share of Fifth Third common stock as of August 6, 1999, the closing date of
this merger, these shares had an aggregate value of approximately $214.2
million.
CNB BANCSHARES, INC. On June 16, 1999, Fifth Third agreed to acquire
CNB Bancshares, Inc., a bank holding company based in Evansville, Indiana which
owns Civitas Bank. As of June 30, 1999, CNB had total assets of $7.7 billion and
total deposits of $4.9 billion.
In connection with the acquisition of CNB, shareholders of CNB will
receive .8825 shares of Fifth Third common stock for each outstanding share of
CNB capital stock. Fifth Third expects to issue approximately 35,800,000 shares
of Fifth Third common stock to shareholders of CNB. Based on the fair market
value per share of Fifth Third common stock as of September __, 1999, these
shares would have an aggregate value of approximately $_________________
billion. Fifth Third expects that its acquisition of CNB will be accounted for
as a pooling-of-interests and will be completed in the fourth quarter of 1999.
PEOPLES BANK CORPORATION OF INDIANAPOLIS. On July 12, 1999, Fifth Third
agreed to acquire Peoples Bank Corporation of Indianapolis, a bank holding
company based in Indianapolis, Indiana which owns Peoples Bank & Trust Company.
As of June 30, 1999, Peoples had total assets of $674.5 million and total
deposits of $587.3 million.
In connection with the acquisition of Peoples, shareholders of Peoples
will receive 1.09 shares of Fifth Third common stock for each outstanding share
of Peoples capital stock. Fifth Third expects to issue approximately 3,500,000
shares of Fifth Third common stock to shareholders of Peoples. Based on the fair
market value per share of Fifth Third common stock as of September __, 1999,
these shares would have an aggregate value of approximately $______ million.
Fifth Third expects that its acquisition of Peoples will be accounted for as a
pooling-of-interests and will be completed in the fourth quarter of 1999.
CAPITAL REQUIREMENTS
The Federal Reserve Board, the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation maintain guidelines to
implement risk-based capital requirements for bank holding companies, state
member banks, national banks and state non-member banks, respectively. The
guidelines provide for a systematic analytical framework that makes regulatory
capital requirements more sensitive to differences in risk profiles among
banking organizations, takes off-balance sheet exposures into explicit account
in assessing capital adequacy and minimizes disincentives to holding liquid,
low-risk assets.
Under the guidelines, banking organizations are required to have
capital equivalent to 8% of assets, weighted by risk. Banking organizations must
have at least 4% Tier 1 capital, which consists of core capital elements
including common shareholders' equity, retained earnings and perpetual preferred
stock, to risk weighted assets. The other half of required capital (Tier 2) can
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include, among other supplementary capital elements, limited-life preferred
stock and subordinated debt and loan loss reserves up to certain limits. The
banking regulatory authorities also require institutions to have a minimum
leverage ratio (Tier 1 capital to average assets) of 4%.
Under Federal Reserve Board policy, a holding company is expected to
act as a source of financial strength to each subsidiary bank and to commit
resources to support each of its subsidiaries. This support may be required at
times when the holding company may not find itself able to provide it.
Fifth Third, and each of its subsidiary depository institutions, is in
compliance with both the current leverage ratios and the final risk-based
capital standards. As of June 30, 1999, Fifth Third had a leverage ratio of
10.27%, its Tier 1 risk-based capital ratio was 12.13% and its total risk-based
capital ratio was 14.13%.
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 may make examinations of a holding
company and each of its subsidiaries. The Bank Holding Company Act requires each
bank holding company to obtain the prior approval of the Federal Reserve Board
before it may acquire substantially all of the assets of any bank, or before it
may acquire ownership or control of any voting shares of any bank if, after such
acquisition, it would own or control directly or indirectly, more than 5% of the
voting shares of such bank.
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 so closely
related to banking as to be a proper incident thereto.
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
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<PAGE> 10
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 may be
members of the Federal Reserve System and their deposits are insured by the
Federal Deposit Insurance Corporation and, as such, may be subject to regulation
and examination by each agency. 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, in the case of banks chartered in Indiana,
by the Indiana Department of Financial Institutions, and in the case of banks
chartered in Florida, by the Florida Department of Banking and Finance.
ADDITIONAL INFORMATION
For more detailed information about Fifth Third, reference is made to
the Fifth Third Annual Report on Form 10-K, as amended, for the year ended
December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March
31, and June 30, 1999, and Current Report on Form 8-K filed with the SEC on June
17, 1999, which are incorporated into this document by reference. See "Where You
Can Find More Information."
EFFECT OF GOVERNMENTAL POLICIES
The earnings of Fifth Third and its subsidiaries are affected not only
by domestic and foreign economic conditions, but also by the monetary and fiscal
policies of the United States and its agencies, particularly the Federal Reserve
Board, foreign governments and other official agencies. The Federal Reserve
Board can and does implement national monetary policy, such as the curbing of
inflation and combating of recession, by its open market operations in United
States Government securities, control of the discount rate applicable to
borrowings and the establishment of reserve requirements against deposits and
certain liabilities of depository institutions. The actions of the Federal
Reserve Board influence the growth of bank loans, investments and deposits and
affect interest rates charged on loans or paid on deposits. The nature and
impact of future changes in monetary and fiscal policies are not predictable.
From time to time various proposals are made in the United States
Congress and in state legislatures and before various regulatory authorities
that would alter the powers or the existing regulatory framework for banks, bank
holding companies, savings banks and other financial institutions. It is
impossible to predict whether any of the proposals will be adopted and the
impact, if any, of such adoption on the business of Fifth Third and its
subsidiaries.
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SELECTED HISTORICAL FINANCIAL DATA OF FIFTH THIRD
The following table sets forth certain historical financial data
concerning Fifth Third for the five years ended December 31, 1998 and for the
six months ended June 30, 1999 and 1998. This information is based on
information contained in Fifth Third's 1998 Annual Report on Form 10-K for the
fiscal year ended on December 31, 1998 as well as Fifth Third's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, which are incorporated by
reference into this document and should be read in conjunction therewith.
Financial data for all periods has been restated to reflect the second quarter
1998 mergers with CitFed Bancorp, Inc. and State Savings Company. Both mergers
were accounted for as poolings-of-interest.
<TABLE>
<CAPTION>
Six Months Ended June 30, Years Ended December 31,
-------------------------- -----------------------------------------------------------
1999 1998 1998(2) 1997 1996(1) 1995 1994
---- ---- ------- ---- ------- ---- ----
SUMMARY OF OPERATIONS: (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income ................... $1,108,079 $1,020,118 $2,018,677 $1,919,083 $1,772,410 $1,518,713 $1,195,401
Interest expense .................. 467,412 527,681 1,015,853 1,006,833 931,377 825,497 558,091
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income ............... 550,667 492,437 1,002,824 912,250 841,033 693,216 637,310
Provision for credit losses ....... 51,021 67,602 109,171 90,095 68,382 45,934 41,183
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after provision
for credit losses .............. 499,646 424,835 893,653 822,155 772,651 647,282 596,127
Other operating income ............ 362,318 288,385 636,194 501,769 418,907 345,391 284,614
Operating expenses ................ 388,194 434,344 803,577 630,508 621,654 499,564 465,723
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes ........ 473,700 278,876 726,270 693,416 569,904 493,109 415,018
Applicable income taxes ........... 161,767 96,885 250,142 232,558 187,560 162,662 139,393
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income ........................ $ 312,003 $ 181,991 $ 476,128 $ 460,858 $ 382,344 $ 330,447 $ 275,625
========== ========== ========== ========== ========== ========== ==========
COMMON SHARE DATA:
Earnings per share ................ $ 1.16 $ 0.69 $ 1.80 $ 1.76 $ 1.45 $ 1.31 $ 1.12
Diluted earnings per share ........ 1.14 0.68 1.76 1.73 1.42 1.27 1.08
Cash dividends declared per
share .......................... 0.40 0.34 0.71 .568/9 .488/9 .422/3 .355/9
Book value at period end .......... 12.29 11.49 11.91 10.52 9.56 8.23 6.97
Average shares outstanding
(000's) ........................ 268,264 263,836 265,338 262,338 263,523 251.863 246,722
Average diluted shares
outstanding (000's) ............ 273,822 268,952 270,674 266,681 269,444 260,867 255,581
</TABLE>
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(1) Operating expenses for 1996 include the special Savings Association
Insurance Fund assessment of $37.9 million pretax ($24.6 million after
tax, or $.09 per share). For comparability, excluding the impact of
this assessment, net income, earnings per share and diluted earnings
per share would have been $407.0 million, $1.54 and $1.51,
respectively.
(2) Provision for credit losses and operating expenses for 1998 include
$16.7 million and $89.7 million of merger-related charges (total $106.4
million, or $.28 per share). For comparability, excluding the impact of
these merger-related charges, net income, earnings per share and
diluted earnings per share would have been $551.7 million, $2.08 and
$2.04, respectively.
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<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------------- -----------------------------------------------------------------
1999 1998 1998(2) 1997 1996(1) 1995 1994
---- ---- ------- ---- ------- ---- ----
FINANCIAL CONDITION AT PERIOD (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
END:
<S> <C> <C> <C> <C> <C> <C> <C>
Securities..................... $ 9,561,339 $ 7,990,802 $ 8,420,638 $ 8,224,475 $ 7,826,797 $ 5,683,298 $ 4,925,105
Loans and leases............... 19,224,729 17,975,114 17,779,023 17,312,943 16,034,523 14,813,197 12,992,774
Assets......................... 31,628,421 28,292,682 28,921,782 27,710,673 26,076,597 22,110,700 19,399,912
Deposits....................... 20,128,840 18,792,343 18,780,355 19,019,896 18,161,327 16,090,989 13,931,299
Short-term borrowings.......... 5,378,133 3,935,052 3,693,927 3,650,931 3,581,173 2,064,095 2,703,054
Long-term debt and
convertible subordinated
notes....................... 1,823,295 1,637,185 2,288,151 1,508,683 1,199,101 1,364,438 665,791
Shareholders' equity........... 3,333,289 3,077,446 3,178,522 2,762,836 2,561,335 2,102,738 1,727,115
RATIOS:
PROFITABILITY RATIOS:
Return on average assets....... 2.10% 1.81% 1.93% 1.74% 1.64% 1.58% 1.54%
Return on average shareholders'
equity....................... 19.5% 18.2% 18.7% 18.4% 17.4% 17.0% 16.9%
Net interest margin............ 4.19% 3.85% 3.94% 3.84% 3.78% 3.67% 3.91%
Overhead ratio(3).............. 41.2% 42.8% 42.3% 43.3% 45.0% 46.6% 49.2%
Other operating income to
total income(4)................ 39.6% 36.6% 38.4% 35.2% 32.9% 32.9% 31.3%
Dividend payout................ 35.1% 50.0% 40.3% 32.9% 34.3% 33.6% 32.9%
CAPITAL RATIOS:
Average shareholders'
equity to average assets ... 10.78% 9.92% 10.33% 9.48% 9.46% 9.31% 9.12%
Tier 1 risk-adjusted capital .. 12.12% 11.98% 12.09% 11.19% 11.73% 11.43% 11.58%
Total risk-adjusted capital ... 14.13% 14.35% 14.22% 13.54% 14.46% 14.69% 13.70%
Tier 1 leverage ............... 10.72% 9.86% 10.39% 9.50% 9.17% 9.46% 9.51%
RATIO OF EARNINGS TO
FIXED CHARGES:(5)
Including deposit interest..... 2.00x 1.52x 1.71x 1.68x 1.61x 1.59x 1.74x
Excluding deposit interest .... 3.72x 3.03x 3.17x 3.37x 3.39x 3.22x 4.04x
CREDIT QUALITY RATIOS:
Reserve for credit losses to
nonperforming assets......... 648.89% 305.46% 517.04% 318.95% 279.94% 248.70% 345.11%
Reserve for credit losses to loans
and leases outstanding....... 1.48% 1.50% 1.50% 1.45% 1.46% 1.51% 1.55%
Net charge-offs to average loans
and leases outstanding....... 0.44% 0.49% .55% .45% .41% .23% .14%
Nonperforming assets to loans,
leases and other real estate
owned........................ 0.23% 0.49% .29% .45% .52% .61% .45%
</TABLE>
- ----------------------------------
(1) Operating expenses for 1996 exclude the impact of the special Savings
Association Insurance Fund assessment of $37.9 million pretax ($24.6
million after tax, or $.09 per share). Including the impact of this
assessment, return on average assets, return on average equity and the
overhead ratio were 1.55%, 16.3% and 47.9%, respectively.
(2) Provision for credit losses and operating expenses for 1998 exclude
$16.7 million and $89.7 million of merger-related charges (total $106.4
million, or $.28 per share). For comparability, including the impact of
these merger-related charges, return on average assets, return on
average equity and the overhead ratio were 1.67%, 16.2% and 47.6%,
respectively.
(3) Operating expenses divided by the sum of taxable-equivalent net
interest income and other operating income.
(4) Other operating income excluding securities gains and losses as a
percent of net interest income and other operating income excluding
securities gains and losses.
(5) 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.
-11-
<PAGE> 13
USE OF PROCEEDS
Fifth Third will not receive any proceeds from the sale of the common
stock by the selling shareholders. See "Selling Shareholders."
SELLING SHAREHOLDERS
The shares of common stock offered hereby were issued to the selling
shareholders pursuant to the Agreement and Plan of Merger dated as of May 21,
1999 by and among Fifth Third and Vanguard Financial Company, an Ohio
corporation, and the selling shareholders. Pursuant to the merger agreement,
Vanguard merged with and into Fifth Third on July 9, 1999.
In the merger, Vanguard shareholders received an aggregate of 72,082
shares of Fifth Third Common Stock.
Pursuant to the merger agreement, Fifth Third agreed to file with the
SEC a registration statement under the Securities Act and maintain its
effectiveness until the earlier of (1) one year after the effective time of the
merger (subject to any extensions required because of a suspension of the right
to use the registration statement as described in "Plan of Distribution"), or
(2) the first date as of which all shares of common stock offered hereby have
been sold pursuant to the registration statement or otherwise cease to be
registrable shares. Under the terms of the merger agreement, Fifth Third has
agreed to pay all expenses incurred in connection with the registration of the
shares of common stock being sold by the selling shareholders; provided,
however, that Fifth Third will not pay any selling commissions, discounts,
underwriting or advisory fees, brokers' fees or fees of similar securities
industry professionals applicable to the sale of the shares of common stock
offered hereby, all transfer taxes and related charges, and all fees and
disbursements of counsel for any selling shareholder. Fifth Third has agreed to
indemnify the selling shareholders and any underwriters against certain
liabilities, including liabilities under the Securities Act.
The following table sets forth certain information with respect to the
selling shareholders and the number of shares of common stock which may be sold
pursuant to this prospectus. Prior to the effective time of the merger, no
selling shareholder held any positions or offices or had any other material
relationships with Fifth Third, or any of its predecessors or affiliates, during
the past three years.
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<PAGE> 14
<TABLE>
<CAPTION>
Number of shares of common stock
Number of shares of common stock and percentage assuming the sale of
Name and address of which may be sold pursuant to this all shares offered pursuant to this
Selling Shareholder prospectus(1) prospectus
- ------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
Michael S. Ward 46,082 0%
1864 Arabian Court
Hebron, Kentucky 41048
Jennifer L. Angus 26,000 0%
6480 S. Clippinger Drive
Cincinnati, Ohio 45243
</TABLE>
- ---------------
(1) The Commission has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or right to acquire
beneficial ownership of a security within 60 days. The number of shares
indicated are owned with sole voting and investment power unless otherwise
noted.
DESCRIPTION OF CAPITAL STOCK
Fifth Third is authorized to issue 500,000,000 shares of Fifth Third
common stock, no par value, and 500,000 shares of preferred stock, no par value.
As of June 30, 1999, Fifth Third had outstanding 271,234,131 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 articles
of incorporation and code of regulations.
COMMON STOCK
VOTING RIGHTS. Under Fifth Third's 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. Fifth Third's code of regulations 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. This classification of the board of Fifth Third may make it more difficult
for a shareholder to acquire immediate control of Fifth Third and remove
management by means of a hostile takeover. Since the terms of approximately
one-third of the incumbent directors expire each year, at least two annual
elections are necessary for the shareholders to replace a majority of directors,
whereas a majority of the directors of a non-classified board of directors may
be replaced in one annual meeting.
-13-
<PAGE> 15
Fifth Third's articles of incorporation contain another potential
anti-takeover device. As stated above, Fifth Third is authorized to issue
500,000 shares of Fifth Third preferred stock, and its board of directors may
designate various characteristics and rights of Fifth Third preferred stock,
including conversion rights. Accordingly, as an anti-takeover measure, Fifth
Third's board of directors may authorize the conversion of shares of Fifth Third
preferred stock into any number of shares of Fifth Third common stock and thus
dilute the outstanding shares of Fifth Third common stock.
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
shareholder of the corporation may cumulate his or her voting power, each
shareholder has the right to vote cumulatively in the election of directors of
the corporation if (1) written notice is given by any shareholder of the
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 the
shareholder desires that voting for the election of directors be cumulative, and
(2) announcement of the giving of this notice is made upon the convening of the
meeting by the chairman or the secretary or by or on behalf of the shareholder
giving the notice. In this event, each shareholder will be entitled to cumulate
the 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 these votes on the same principle among two or more
candidates, as each shareholder sees fit. The availability of cumulative voting
rights enhances the ability of minority shareholders to obtain representation on
the board of directors.
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. Fifth Third has, in the past, declared
and paid dividends on a quarterly basis, and intends to continue to do so in the
immediate future in such amounts as its board of directors shall determine.
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 Federal Deposit Insurance
Corporation, 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. Under the law
applicable to federally chartered savings associations, the amount of dividends
which a savings association may make without the approval of the Office of
Thrift Supervision depends upon the amount of capital possessed by the savings
association. Savings associations which have capital immediately prior to, and
on a pro forma basis after giving effect to, a proposed dividend that is equal
to or greater than the amount of their fully phased-in capital requirements, are
generally authorized to pay dividends during a calendar year up to the greater
of 100% of their net income during the calendar year plus the amount that would
reduce by one-half their surplus capital or
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<PAGE> 16
75% of net income during the most recent four quarters (minus dividends
previously paid over that period).
The affiliates of Fifth Third include both state and nationally
chartered banks and savings banks. Under the applicable regulatory limitations,
during the year 1999, the affiliates of Fifth Third could declare aggregate
dividends limited to their 1999 eligible net profits, as defined, and their
retained 1998 and 1997 net income, without the approval of their respective
regulators. The principal regulators of these affiliates have the statutory
authority to prohibit a depository institution under their supervision from
paying dividends. 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), the authority
may require, after notice and hearing, that the 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 Federal Deposit Insurance Corporation have issued policy
statements which provide that insured banks and bank holding companies should
generally only pay dividends out of current operating earnings. Finally, the
regulatory authorities have established guidelines with respect to the
maintenance of appropriate levels of capital by a bank, bank holding company,
savings association or savings and loan holding company under their
jurisdiction. Compliance with the standards set forth in these guidelines could
limit the amount of dividends which Fifth Third and its affiliates may pay in
the future.
RIGHTS UPON 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 of Fifth
Third preferred stock may have priority over the holders of Fifth Third common
stock in the event of liquidation or dissolution.
PREFERRED STOCK
Pursuant to Fifth Third's articles of incorporation the Fifth Third
board of directors may, without further action of Fifth Third's shareholders,
(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.
-15-
<PAGE> 17
CHANGE OF CONTROL PROVISIONS
The articles of incorporation 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. The ability of Fifth Third to issue shares of Fifth Third common stock
may have the effect of delaying, deferring or preventing a change in control of
Fifth Third. Additionally, Fifth Third's classified board of directors may make
it more difficult for a shareholder to acquire immediate control of Fifth Third.
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 this
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.
-16-
<PAGE> 18
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 Fifth Third
Bank, Cincinnati, Ohio.
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<PAGE> 19
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered
for sale by the selling shareholders named herein from time to time, subject to
certain delay periods described below. Under the merger agreement, Fifth Third
is required to maintain the effectiveness of the registration statement to which
this Prospectus relates until the earlier of (1) one year after the effective
time of the merger (subject to any extensions required because of a suspension
of the right to use the registration statement as described below), or (2) the
first date as of which all registrable shares have been sold pursuant to the
registration statement or otherwise cease to be registrable shares.
Under the terms of the merger agreement, Fifth Third may in its sole
discretion, based on any valid business purpose, suspend the use of the
registration statement for reasonable periods of time; provided that the
aggregate number of days included in all of these delay periods during any
consecutive twelve months shall not exceed 90 days. The period of time that
Fifth Third is required to maintain the effectiveness of the registration
statement will be extended for a period of time equal to all of the delay
periods to allow the selling shareholders to use the registration statement for
a cumulative period of one year unless all of the shares of common stock offered
hereby have been sold pursuant to the registration statement or otherwise cease
to be registrable shares. Fifth Third shall provide advance written notice to
each selling shareholder at the beginning and end of each delay period.
Subject in all cases to the restrictions in the merger agreement
described above, any distribution hereunder of the common stock by the selling
shareholders may be effected from time to time in one or more of the following
transactions: (a) through brokers, acting as principal or agent, in transactions
(which may involve block transactions) on the Nasdaq National Market or
otherwise, at market prices obtainable at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices, (b) to
underwriters who will acquire shares of common stock for their own account and
resell such shares in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time), (c)
directly or through brokers or agents in private sales at negotiated prices, (d)
to lenders pledged as collateral to secure loans, credit or other financing
arrangements and any subsequent foreclosure, if any, thereunder, (e) to or
through trusts created by the selling shareholders, or (f) by any other legally
available means. Also, offers to purchase the common stock may be solicited by
agents designated by the selling shareholders from time to time. Underwriters or
other agents participating in an offering made pursuant to this prospectus (as
amended or supplemented from time to time) may receive underwriting discounts
and commissions under the Securities Act, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
-18-
<PAGE> 20
In connection with distributions of the shares of common stock offered
hereby or otherwise, the selling shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of the shares of common stock offered hereby in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders may also sell short and redeliver the shares to close out such
short portions. The selling shareholders may also enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to such broker-dealer or other financial institution of the shares
of common stock offered hereby, which shares such broker-dealer or other
financial institution, may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). The selling shareholders may also
pledge the shares of common stock offered hereby to a broker-dealer or other
financial institution and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged common stock pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
As a condition to the completion of the merger, Fifth Third and Michael
S. Ward entered into a letter agreement governing the sale of shares of common
stock received by Mr. Ward in the merger to certain key executives of Vanguard
Financial. Pursuant to the letter agreement, once the registration statement has
been declared effective by the SEC, Mr. Ward may sell approximately $1.25
million of shares of common stock to the key executives for approximately
$635,000. Upon this sale, Fifth Third will pay a bonus to these key executives
in the aggregate amount of approximately $310,000. The letter agreement
specifies that Fifth Third: (1) will be entitled to declare a deduction for the
amount of the excess of the fair market value of the shares sold to the key
executives over the amount paid by such key executives, (2) will be deemed to
have received a capital contribution of the shares sold to the key executives,
(3) will be deemed to have transferred the shares to the key executives (without
recognizing any gain on this deemed transfer), and (4) will be entitled to claim
a deduction in the amount of the bonus paid to the key executives. Mr. Ward has
agreed to indemnify Fifth Third against any liabilities resulting from the
failure of any of the items set forth in the preceding sentence in an amount up
to the amount of the bonus paid to the key executives.
UNDERWRITERS. Certain costs, expenses and fees in connection with the
registration of the shares of common stock offered hereby, including certain
costs of legal counsel for the selling shareholders, will be borne by Fifth
Third. Commissions, discounts and transfer taxes, if any, attributable to the
sales of the shares of common stock offered hereby will be borne by the selling
shareholders. The selling shareholders have agreed to indemnify Fifth Third,
each of its directors and officers, and each person, if any, who controls Fifth
Third within the meaning of the Securities Act, against certain liabilities in
connection with the offering of the shares of common stock offered hereby
pursuant to this prospectus, including liabilities arising under the Securities
Act. In addition, Fifth Third has agreed to indemnify the selling shareholders
against certain liabilities in connection with the offering of the shares of
common stock pursuant to this prospectus, including liabilities arising under
the Securities Act.
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<PAGE> 21
This prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 145 may be sold under
Rule 145 rather than pursuant to this Prospectus.
LEGAL MATTERS
Counsel employed by Fifth Third has rendered his opinion that the
shares of common stock offered hereby are validly authorized and legally issued.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year
ended December 31, 1998, as amended, 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.
WHERE YOU CAN FIND MORE INFORMATION
Fifth Third files annual, quarterly and special reports, proxy
statements and other information with the SEC. Shareholders may read and copy
reports, proxy statements and other information filed by Fifth Third at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549;
7 World Trade Center, 13th Floor, New York, New York 10048; or Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Please call the SEC at 1-800-SEC-0330 for further information about the
public reference rooms. Fifth Third's reports, proxy statements and other
information are also available from commercial document retrieval services and
at the SEC's website located at http://www.sec.gov.
Fifth Third has filed a registration statement to register with the SEC
the shares of common stock offered hereby. This document is part of that
registration statement and constitutes a prospectus of Fifth Third.
Fifth Third's common stock is traded on the Nasdaq National Market tier
of the Nasdaq Stock Market under the symbol "FITB.". Documents filed by Fifth
Third with the SEC also can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
As allowed by SEC rules, this document does not contain all the
information that shareholders can find in the Fifth Third registration statement
or the exhibits to the Fifth Third registration statement.
The SEC allows Fifth Third to "incorporate by reference" information
into this document, which means that they can disclose important information to
shareholders by referring them to
-20-
<PAGE> 22
another document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this document, except for any information
superseded by information contained directly in the document.
This document incorporates by reference the documents set forth below:
- - Fifth Third's Annual Report on Form 10-K for the year ended December
31, 1998, as amended;
- - Fifth Third's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 1999;
- - Fifth Third's Current Report on Form 8-K filed with the SEC on June 17,
1999; and
- - Fifth Third's Proxy Statement dated February 9, 1999.
Additional documents that Fifth Third may file with the SEC between the
date of this Document and the date of the sale of the shares of common stock
offered hereby are also incorporated by reference. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as proxy statements.
Copies of any of the documents incorporated by reference (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).
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF FIFTH THIRD COMMON STOCK OFFERED HEREBY. NO ONE
HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED IN THIS DOCUMENT. THIS DOCUMENT IS DATED ___________, 1999. YOU SHOULD
NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT TO NOR THE
SALE OF FIFTH THIRD COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.
-21-
<PAGE> 23
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 SEC fees are estimates) in connection with the issuance and distribution
of the shares of common stock being registered hereunder. All such fees and
expenses shall be borne by Fifth Third except for underwriting discounts and
commissions and transfer taxes, if any, with respect to any shares being sold by
the selling shareholders.
Commission Registration Fees........................ $ 1,293.91
Nasdaq National Market Listing Fee.................. -0-
Blue Sky fees and expenses.......................... -0-
Printing and engraving expenses..................... 500.00
Transfer agent and registrar fee and expenses....... -0-
Attorneys fees and expenses......................... 5,000.00
Accounting fees and expenses........................ 4,500.00
Miscellaneous....................................... 516.00
----------
Total..................................................$11,809.91
==========
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
II-1
<PAGE> 24
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 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 (1) 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 (2) 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 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.
II-2
<PAGE> 25
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Document Exhibit
- -------- -------
Opinion of Counsel employed by Fifth Third Bancorp 5.1
Consent of Counsel employed by Fifth Third Bancorp 23.1
(included in Exhibit 5.1)
Consent of Deloitte & Touche LLP 23.2
A power of attorney where various individuals authorize 24.1
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith is contained on the first page of
the signature pages following Part II of this Registration
Statement
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of the securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be
II-3
<PAGE> 26
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by Fifth Third pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 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.
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<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on September 7, 1999.
FIFTH THIRD BANCORP
By: /s/ GEORGE A. SCHAEFER, JR.
--------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he might or could do in person, and does
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: September 7, 1999
- ---------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: September 7, 1999
- ------------------
Neal E. Arnold
Chief Financial Officer, Executive
Vice President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: September 7, 1999
- -----------------
Roger W. Dean
Controller
II-5
<PAGE> 28
Directors of the Company:
/s/ DARRYL F. ALLEN Date: September 7, 1999
- -------------------
Darryl F. Allen
/s/ JOHN F. BARRETT Date: September 7, 1999
- -------------------
John F. Barrett
/s/ GERALD V. DIRVIN Date: September 7, 1999
- --------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL Date: September 7, 1999
- ---------------------
Thomas B. Donnell
/s/ RICHARD T. FARMER Date: September 7, 1999
- ---------------------
Richard T. Farmer
/s/ JOSEPH H. HEAD, JR. Date: September 7, 1999
- -----------------------
Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE Date: September 7, 1999
- ---------------------
Joan R. Herschede
/s/ ALLEN M. HILL Date: September 7, 1999
- -----------------
Allen M. Hill
/s/ WILLIAM G. KAGLER Date: September 7, 1999
- ---------------------
William G. Kagler
/s/ JAMES D. KIGGEN Date: September 7, 1999
- -------------------
James D. Kiggen
/s/ JERRY L. KIRBY Date: September 7, 1999
- ------------------
Jerry L. Kirby
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<PAGE> 29
/s/ MITCHEL D. LIVINGSTON Date: September 7, 1999
- ----------------------------
Mitchel D. Livingston, Ph.D.
/s/ ROBERT B. MORGAN Date: September 7, 1999
- --------------------
Robert B. Morgan
/s/ DAVID E. REESE Date: September 7, 1999
- ------------------
David E. Reese
/s/ JAMES E. ROGERS Date: September 7, 1999
- -------------------
James E. Rogers
/s/ BRIAN H. ROWE Date: September 7, 1999
- -----------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: September 7, 1999
- ---------------------------
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR. Date: September 7, 1999
- -----------------------
John J. Schiff, Jr.
/s/ DONALD B. SHACKELFORD Date: September 7, 1999
- -------------------------
Donald B. Shackelford
/s/ DENNIS J. SULLIVAN, JR. Date: September 7, 1999
- ---------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT Date: September 7, 1999
- ------------------
Dudley S. Taft
II-7
<PAGE> 1
EXHIBIT 5.1
FIFTH THIRD BANCORP
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
September 7, 1999
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
RE: Issuance of 72,082 Shares of Common Stock of Fifth Third Bancorp
Pursuant to Registration Statement on Form S-3 filed with the Securities
and Exchange Commission
Gentlemen:
I have acted as counsel to Fifth Third Bancorp, an Ohio corporation
("Company"), in connection with the issuance of 72,082 shares of the Company's
common stock, no par value ("Common Stock") pursuant to the Plan and Agreement
of Merger ("Merger Agreement") dated as of May 21, 1999 by and among the
Company, Vanguard Financial Company ("Vanguard"), and the shareholders of
Vanguard. As set forth in the Form S-3 Registration Statement filed by the
Company on the date hereof ("Registration Statement") with the Securities and
Exchange Commission, such shares were issued to the former Vanguard shareholders
on July 9, 1999, the closing of the merger.
As counsel for the Company I have made such legal and factual
examinations and inquiries as I deem advisable for the purpose of rendering this
opinion. In addition, I have examined such documents and materials, including
the Articles of Incorporation, Code of Regulations, and other corporate records
of the Company, as I have deemed necessary for the purpose of this opinion.
On the basis of the foregoing, I express the opinion that the 72,082
shares of Common Stock registered for resale pursuant to the Registration
Statement are validly authorized, legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to me in the Prospectus under the caption "Legal Matters."
Very truly yours,
FIFTH THIRD BANCORP
By: /s/ PAUL L. REYNOLDS
--------------------------
Paul L. Reynolds, Counsel
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fifth Third Bancorp on Form S-3 of our report dated January 15, 1999,
incorporated by reference in the Annual Report on Form 10-K, as amended, of
Fifth Third Bancorp for the year ended December 31, 1998 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
September 7, 1999
