<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission file number 0-08076
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
38 Fountain Square Plaza, Cincinnati, Ohio 45263
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
FIFTH THIRD BANCORP
38 Fountain Square Plaza, Cincinnati, Ohio 45263
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits and financial statements are filed as part of this annual
report:
Exhibit 23 Independent Auditors' Consent
Exhibit 99 Financial Statements and Supplemental Schedules
of The Fifth Third Bancorp Master Profit Sharing
Plan for the years ended December 31, 1998 and 1997
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
The Fifth Third Bancorp Pension and Profit Sharing Committee has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Date: June 30, 1999 By: /s/ Michael K. Keating
-------------------------------------------
Michael K. Keating
Member, Pension and Profit Sharing Committee
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-55553 of Fifth Third Bancorp on Form S-8 of our report dated May 29, 1999,
appearing in this Annual Report on Form 11-K of The Fifth Third Bancorp Master
Profit Sharing Plan for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
June 29, 1999
<PAGE> 1
Exhibit 99
-----------------------------------------------
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Financial Statements and Supplemental Schedule
for the Years Ended December 31, 1998 and 1997
and Independent Auditors' Report for Inclusion
in the Annual Report Form 5500) to the Internal
Revenue Service
<PAGE> 2
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1998 and 1997 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE:
Assets Held for Investment Purposes - Item 27(a) as of December 31, 1998 10-11
SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental
schedules are omitted because of the absence of conditions under which they are required:
Assets Acquired and Disposed Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
Reportable Transactions
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Fifth Third Bancorp and the Trustees of The Fifth Third
Bancorp Master Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of The Fifth Third Bancorp Master Profit Sharing Plan (the "Plan") as of
December 31, 1998 and 1997, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1998
and 1997, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in the audit of
the basic 1998 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic 1998 financial
statements taken as whole.
Deloitte & Touche LLP
May 28, 1999
<PAGE> 4
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Common stock of Fifth Third Bancorp $ 66,323,514 $ 45,906,059
Collective Funds:
Cash equivalents 6,161,413 4,449,284
Fixed income 64,251,504 64,590,008
Equity 160,600,189 117,245,802
Mutual Funds 50,719,582 32,458,896
U.S. Government and agency securities 5,688,562 5,996,851
Participant notes receivable 817,101 491,893
------------ ------------
Total investments 354,561,865 271,138,793
ACCRUED INVESTMENT INCOME 296,168 265,610
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP 1,734,026 2,660,736
CASH 13,350 978
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $356,605,409 $274,066,117
============ ============
</TABLE>
See notes to financial statements.
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<PAGE> 5
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS:
Income from investments:
Interest $ 693,997 $ 659,602
Dividends 1,111,903 1,401,101
Net appreciation in fair value of
investments (Note 3) 58,094,738 59,438,703
------------ ------------
Total income from investments 59,900,638 61,499,406
------------ ------------
Contributions from subsidiaries of Fifth Third Bancorp (Note 1) 11,852,942 11,252,504
Contributions from participants (Note 1) 15,783,069 6,946,111
------------ ------------
Total contributions 27,636,011 18,198,615
------------ ------------
Other 91,286 115,586
Transfer of plan assets from acquired companies (Note 5) 16,604,739 2,577,473
------------ ------------
Total additions 104,232,674 82,391,080
------------ ------------
DEDUCTIONS:
Benefits paid to participants (Note 1) (21,593,405) (17,591,057)
Other disbursements (99,977) (113,369)
------------ ------------
Total deductions (21,693,382) (17,704,426)
------------ ------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 82,539,292 64,686,654
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 274,066,117 209,379,463
------------ ------------
End of year $356,605,409 $274,066,117
============ ============
See notes to financial statements.
</TABLE>
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<PAGE> 6
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of The Fifth Third Bancorp Master Profit
Sharing Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Plan is a defined contribution profit sharing plan with
separate accounts maintained for each participant. Each regular employee
of a participating Fifth Third Bancorp ("Bancorp") subsidiary, if employed
before November 1, 1996, automatically became a participant on the first
payroll date after becoming an employee. Employees whose employment
commenced on or after November 1, 1996 shall become participants after one
year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The original Plan became
effective December 31, 1954 and was last amended in its entirety effective
November 1, 1996. As a result of this amendment, modifications to vesting,
funding, and contributions became effective on January 1, 1997.
ADMINISTRATION - The Fifth Third Bank, a wholly-owned subsidiary of
Bancorp, serves as the trustee of the Plan. The investment assets of the
Plan are held in separate trust funds by Fifth Third Investment Advisors
where such assets are managed.
FUNDING AND VESTING - The Bancorp's profit sharing contribution to the
Plan is an amount determined annually by the Board of Directors of the
Bancorp.
The profit sharing contribution by the Bancorp and any nonvested balances
remaining in the accounts of participants who terminate their employment
are allocated to participants in the proportion that the compensation of
each participant bears to the compensation of all participants for the
Plan year.
Gains and losses under the Plan, including income from investments and
changes in the market value of investments, are allocated to participants
in proportion to their respective interests in the Plan as of the
preceding valuation date, reduced by any payments to retired participants
made during the period.
Bancorp profit sharing contributions, as a percentage of annual salary,
are allocated to eligible employees according to the following schedule:
0% - Less than one year of service
25% - One year of service, but less than two years of service
50% - Two years of service, but less than three years of service
75% - Three years of service, but less than four years of service
100% - Four years of service or more
Participants are 100% vested in these contributions, subject to limited
forfeiture for competition or dishonesty.
The Plan permits voluntary contributions from participants up to 8% of
their compensation. Such contributions are credited directly to the
participants' accounts and are fully vested. Contributions may be
allocated to the available investment options at the discretion of the
participant. The Bancorp matches participants' voluntary contributions up
to a maximum of 4% (6% as of January 1, 1999) of
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<PAGE> 7
eligible annual compensation. Participants are eligible for matching after
one year of service according to the following schedule:
25% match - One year of service, but less than ten years of service
50% match - Ten years of service, but less than twenty years of service
75% match - Twenty years of service or more
Participants are 100% vested in matching contributions, subject to limited
forfeiture for competition or dishonesty.
Both voluntary contributions and Bancorp matching contributions are
subject to statutory limitations.
TERMINATION - Although it has not expressed its intention to do so, Fifth
Third Bank has the right under the Plan to discontinue the contributions
of any participating Bancorp subsidiary at any time and to amend or
terminate the Plan subject to the provisions set forth in ERISA. If the
Plan were to be terminated, the value of the proportionate interest of
each participant would be determined as of the date of termination, and
this amount would be fully vested and nonforfeitable.
BENEFITS - The Plan provides for payment of normal retirement benefits of
accumulated vested amounts upon reaching age 65 and has provisions for
early withdrawals of vested benefits in instances of early retirement,
disability, death, termination of employment, and financial hardship.
Benefits are generally payable in the form of lump-sum payments or
periodic payments.
BENEFITS PAYABLE - Benefits payable, consisting of amounts owed but not
paid as of December 31 for payments to terminated employees, are not
recorded as a liability within the financial statements. Benefits payable
as of December 31, 1998 and 1997 were $6,624,243 and $2,119,798,
respectively.
TAX STATUS - The Internal Revenue Service has determined and informed the
Bancorp by a letter dated September 18, 1997, that the Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
INVESTMENT OPTIONS - The Balanced Fund is the basic investment option
which is offered to participants. The Balanced Fund contains investments
in collective funds invested in money market accounts, equity securities,
guaranteed investments contracts, mutual funds and other fixed income
securities. The Plan also allows the common stock of Fifth Third Bancorp
as an investment option within the Balanced Fund for all participants.
Participants who are age 50 and older or become permanently disabled may
elect, within specified time periods, to invest their accounts in a
Conservative Fund which contains investments in U.S. Government
Securities, and collective funds invested in money market accounts,
guaranteed investment contracts, U.S. Government Securities and other
fixed income securities. In 1990, a fund was established to hold the
assets of the merged First Ohio Bancshares Profit Sharing Plan. This Stock
Fund contains investments in money market accounts and Fifth Third Bancorp
common stock. In 1993, two new funds were established, the Fifth Third
Quality Growth Fund and the Fifth Third Mid Cap Fund. In 1994, the Fifth
Third International Equity Fund was established. The addition of these
funds was made to allow Bancorp employees to choose from six investment
options, (Balanced, Conservative, Stock, Quality Growth, Mid Cap, and
International Equity) with their contributions. The Quality Growth, Mid
Cap and International Equity funds are mutual funds. During 1996, the
Participant Loan Fund was established.
-5-
<PAGE> 8
PARTICIPANT NOTES RECEIVABLE - Effective as of November 1, 1996,
participants may borrow from certain of their fund accounts a minimum of
$1,000 up to the lesser of $50,000 or 50% of the nonforfeitable portion of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loan Fund. Each loan,
by its terms, is required to be repaid within five years. The loans are
secured by the balance in the participant's account and bear interest at a
rate equal to the rate charged by the Bank on a similar loan as determined
quarterly by the Plan administrator. Interest rates on loans originated
during 1998 and 1997 were 8.75% (prime + 1%) and 9.50% (prime + 1%),
respectively. Principal and interest is paid by the participant through
payroll deductions authorized by the participant.
WITHDRAWLS - Subject to the Plan administrator's sole and absolute
discretion, participants are allowed to withdrawl an amount not to exceed
the total amount of that participant's voluntary contributions for
financial hardship purposes.
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<PAGE> 9
The following summarizes the activity and balances of the Plan's seven funds:
<TABLE>
<CAPTION>
BALANCED CONSERVATIVE STOCK QUALITY MID CAP
FUND FUND FUND GROWTH FUND FUND
<S> <C> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1996 $174,224,959 $17,033,343 $ 7,991,619 $ 4,287,355 $4,348,561
Income from investments 48,132,674 961,374 8,979,065 1,835,994 1,477,761
Contributions 10,619,044 775,104 3,562,515 1,671,613 1,074,852
Other 115,586
Benefits paid to participants
and other disbursements (12,333,280) (3,083,323) (946,140) (669,417) (524,881)
Interfund transfers (1,003,133) (1,000,300) 701,914 1,260,416 (208,786)
Transfers of plan assets
from acquired banks 1,349,130 65,161 402,557 403,428 237,829
----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at December 31, 1997 220,989,394 14,866,945 20,691,530 8,789,389 6,405,336
Income from investments 47,273,902 1,039,811 7,579,542 3,293,289 306,261
Contributions 13,169,830 270,081 6,540,892 4,212,463 2,704,041
Other 91,286
Benefits paid to participants
and other disbursements (16,425,322) (1,332,419) (2,225,359) (857,358) (535,635)
Interfund transfers (999,633) 328,680 295,078 143,503 (894)
Transfers of plan assets
from acquired companies 16,604,739
----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at December 31, 1998 $280,704,196 $15,173,098 $32,881,683 $15,581,286 $8,879,109
============ =========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL PARTICIPANT
EQUITY FUND LOAN FUNDS TOTAL
<S> <C> <C> <C>
Net assets available for benefits
at December 31, 1996 $1,453,000 $ 40,626 $209,379,463
Income from investments 106,425 6,113 61,499,406
Contributions 495,487 18,198,615
Other 115,586
Benefits paid to participants
and other disbursements (147,385) (17,704,426)
Interfund transfers (195,265) 445,154
Transfers of plan assets
from acquired banks 119,368 2,577,473
---------- ----------- ------------
Net assets available for benefits
at December 31, 1997 1,831,630 491,893 274,066,117
Income from investments 374,033 33,800 59,900,638
Contributions 738,704 27,636,011
Other 91,286
Benefits paid to participants
and other disbursements (219,880) (97,409) (21,693,382)
Interfund transfers (155,551) 388,817
Transfers of plan assets
from acquired companies 16,604,739
---------- ----------- ------------
Net assets available for benefits
at December 31, 1998 $2,568,936 $ 817,101 $356,605,409
========== =========== ============
</TABLE>
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<PAGE> 10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Plan:
GENERAL - The accounting records of the Plan are maintained on the accrual
basis of accounting.
VALUATION OF INVESTMENTS - Quoted market prices are used to value equity
securities and mutual funds. The fair values of bonds are based on yields
currently available on comparable securities of issuers with similar
credit ratings. The fair value of collective funds is based on the fair
market value of investments in the fund.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INVESTMENTS
Investments representing more than five percent of net assets at December
31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
-----------------------------
1998 1997
<S> <C> <C>
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans $121,542,903 $87,923,276
Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 64,251,504 64,590,008
Fifth Third Bank Middle Capitalization Fund for Employee
Benefit Plans 39,057,286 29,322,527
Fifth Third International Equity Fund 26,258,785 17,264,986
Fifth Third Bancorp common stock 66,323,514 45,906,059
</TABLE>
The following table represents the net appreciation in fair value of
investments for the Plan for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net appreciation in fair value of investments:
Common stock of Fifth Third Bancorp $15,271,331 $19,910,653
Collective funds - fixed income and equity 35,965,834 28,529,553
Mutual funds 6,799,332 10,985,623
U.S. Government, agency securities and other 58,241 12,874
----------- -----------
Total $58,094,738 $59,438,703
=========== ===========
</TABLE>
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<PAGE> 11
4. TRANSACTIONS WITH RELATED PARTIES
The Fifth Third Bank provides the Plan with certain accounting and
administrative services for which no fees are charged.
At December 31, 1998 and 1997, the Plan held 930,034 and 842,313 shares of
Fifth Third Bancorp common stock, respectively, with fair values of
$66,323,514 and $45,906,059, respectively (see Note 1).
5. PLAN ASSETS FROM ACQUIRED COMPANIES
During 1998, approximately $16,605,000 was transferred to the Plan as a
result of the acquisition of The Ohio Company. During 1997, approximately
$2,577,000 was transferred to the Plan as a result of the previous
acquisition of 1st Nationwide Bank.
* * * * * *
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<PAGE> 12
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
BALANCED FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
844,593 Fifth Third Banksafe Trust $ 844,953 $ 844,953
------------ ------------
COLLECTIVE FUNDS - FIXED INCOME:
1,398,704 Fifth Third Bank Fixed Income Fund
for Employee Benefit Plans 42,219,124 59,472,894
------------ ------------
COLLECTIVE FUNDS - EQUITY:
396,810 Fifth Third Bank Common Stock Fund
for Employee Benefit Plans 41,221,392 121,542,903
493,771 Fifth Third Bank Middle Capitalization Fund
for Employee Benefit Plans 21,429,001 39,057,286
------------ ------------
Total Collective Funds - Equity 62,650,393 160,600,189
------------ ------------
475,650 COMMON STOCK - Fifth Third Bancorp 10,489,077 33,920,028
------------ ------------
1,959,458 MUTUAL FUNDS - Fifth Third International Equity Fund 20,468,097 23,689,853
------------ ------------
Total Balanced Fund 136,671,644 278,527,917
------------ ------------
</TABLE>
(Continued)
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<PAGE> 13
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1998 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
CONSERVATIVE FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
841,860 Fifth Third Banksafe Trust $ 841,860 $ 841,860
4,163,050 Fifth Third Bank Stable Value Fund for Employee Benefit Plans 4,163,050 4,163,050
----------- ------------
Total Collective Funds - Cash Equivalents 5,004,910 5,004,910
----------- ------------
COLLECTIVE FUNDS - FIXED INCOME:
112,385 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 3,119,387 4,778,610
----------- ------------
BONDS:
500,000 U.S. Treasury Note, 5.5%, due April 15, 2000 487,916 505,155
600,000 U.S. Treasury Note, 5.0%, due January 31, 1999 598,034 600,000
500,000 U.S. Treasury Note, 5.5%, due December 31, 2000 501,719 508,280
400,000 U.S. Treasury Note, 5.0%, due February 15, 1999 400,188 400,124
600,000 U.S. Treasury Note, 5.625%, due February 28, 2001 601,453 612,186
400,000 U.S. Treasury Note, 6.375%, due March 31, 2001 409,188 414,624
500,000 U.S. Treasury Note, 6.25%, due April 30, 2001 507,188 517,655
500,000 U.S. Treasury Note, 5.875%, due November 30, 2001 502,891 516,565
500,000 U.S. Treasury Note, 5.875%, due February 15, 2000 501,484 506,405
1,100,000 U.S. Treasury Note, 5.875%, due July 31, 1999 1,102,489 1,107,568
----------- ------------
Total Bonds 5,612,550 5,688,562
----------- ------------
Total Conservative Fund 13,736,847 15,472,082
----------- ------------
STOCK FUND
311,550 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 311,550 311,550
454,284 COMMON STOCK - Fifth Third Bancorp 12,686,828 32,403,486
----------- ------------
Total Stock Fund 12,998,378 32,715,036
----------- ------------
QUALITY GROWTH FUND
726,419 MUTUAL FUNDS - Fifth Third Quality Growth Fund 11,928,229 15,581,688
----------- ------------
Total Quality Growth Fund 11,928,229 15,581,688
----------- ------------
MIDDLE CAPITALIZATION FUND
569,539 MUTUAL FUNDS - Fifth Third Middle Capitalization Fund 8,083,978 8,879,109
----------- ------------
Total Middle Capitalization Fund 8,083,978 8,879,109
----------- ------------
INTERNATIONAL EQUITY FUND
212,484 MUTUAL FUNDS - Fifth Third International Equity Fund 2,300,452 2,568,932
----------- ------------
Total International Equity Fund 2,300,452 2,568,932
----------- ------------
LOAN FUND
PARTICIPANT NOTES RECEIVABLE (interest rate 8.75%) 817,101
------------
Total Loan Fund 817,101
------------
TOTAL $354,561,865
============
</TABLE>
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