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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
REGISTRATION NO. 333-77293
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
OHIO 6711 31-0854434
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
_______________
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)
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PAUL L. REYNOLDS, ESQ.
FIFTH THIRD BANCORP
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OHIO 45263
(513)579-5300
(513)744-6757 (FAX)
(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
(513)621-6464
(513)651-3836 (Fax)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: The merger of Emerald Financial Corp. with and into Fifth Third
Bancorp was consummated on August 6, 1999. Fifth Third is hereby amending this
Registration Statement to deregister 330,111 shares of common stock, no par
value, which were issuable to the shareholders of Emerald in connection with the
merger of Emerald with and into Fifth Third.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. [ ]
This Post-Effective Amendment No. 2 to Registration Statement on Form
S-4 (Reg. No. 333-77293) shall hereafter become effective in accordance with the
provisions of Section 8(c) of the Securities Act of 1933.
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DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Fifth Third Bancorp set forth in
the registration statement on Form S-4 (File No. 333-77293), declared effective
on May 19, 1999, Fifth Third is filing this Post-Effective Amendment No. 2 to
deregister an aggregate of 330,111 shares of its common stock, no par value,
previously registered under the Securities Act of 1933 pursuant to the
registration statement, issuable to the shareholders of Emerald Financial Corp.
in connection with the merger of Emerald with and into Fifth Third.
Pursuant to the registration statement on Form S-4, 3,780,000 shares of
common stock were registered. These shares were registered pursuant to the
registration statement in order to be issued: (i) to the shareholders of Emerald
in connection with the merger and (ii) upon the exercise of options granted to
certain directors, officers and employees of Emerald under its 1994 Long Term
Incentive Plan and 1998 Stock Option and Incentive Plan. Upon the consummation
of the merger, Fifth Third issued a total of 3,379,539 of these shares to the
shareholders of Emerald. Fifth Third then amended the registration statement by
filing Post-Effective Amendment No.1 on Form S-8 to Form S-4 to cover 70,350 of
these shares to be issued upon the exercise of the options. Therefore, in
accordance with the undertaking mentioned above, Fifth Third hereby deregisters
the remaining 330,111 shares of Fifth Third common stock previously registered
pursuant to the registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to Registration
Statement No. 333-77293 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on October 8, 1999.
FIFTH THIRD BANCORP
By: /s/ GEORGE A. SCHAEFER, JR.
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President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement No. 333-77293 has been
signed by the following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: October 8, 1999
- -------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
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Principal Financial Officer:
/s/ NEAL E. ARNOLD
- ----------------------------------- Date: October 8, 1999
Neal E. Arnold
Chief Financial Officer, Executive
Vice President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN
- ----------------------------------- Date: October 8, 1999
Roger W. Dean
Controller
Directors of the Company:
/s/ DARRYL F. ALLEN* Date: October 8, 1999
- -----------------------------------
Darryl F. Allen
/s/ JOHN F. BARRETT* Date: October 8, 1999
- -----------------------------------
John F. Barrett
/s/ GERALD V. DIRVIN* Date: October 8, 1999
- -----------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: October 8, 1999
- -----------------------------------
Thomas B. Donnell
- ----------------------------------- Date:
Richard T. Farmer
/s/ JOSEPH H. HEAD, JR.* Date: October 8, 1999
- -----------------------------------
Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE* Date: October 8, 1999
- -----------------------------------
Joan R. Herschede
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- ----------------------------------- Date:
Allen M. Hill
- ----------------------------------- Date:
William G. Kagler
/s/ JAMES D. KIGGEN* Date: October 8, 1999
- ------------------------------
James D. Kiggen
/s/ JERRY L. KIRBY* Date: October 8, 1999
- ---------------------------------
Jerry L. Kirby
/s/ MITCHEL D. LIVINGSTON* Date: October 8, 1999
- -----------------------------------
Mitchel D. Livingston, Ph.D.
- ----------------------------------- Date:
Robert B. Morgan
/s/ DAVID E. REESE* Date: October 8, 1999
- -----------------------------------
David E. Reese
- ----------------------------------- Date:
James E. Rogers
- ----------------------------------- Date:
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR.
- ---------------------------------- Date: October 8, 1999
George A. Schaefer, Jr.
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/s/ JOHN J. SCHIFF, JR.* Date: October 8, 1999
- -----------------------------------
John J. Schiff, Jr.
/s/ DONALD B. SCHACKELFORD* Date: October 8, 1999
- -----------------------------------
Donald B. Schackelford
- ----------------------------------- Date:
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: October 8, 1999
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Dudley S. Taft
* By: /s/ GEORGE A. SCHAEFER, JR.
--------------------------------
George A. Schaefer, Jr.
as attorney-in-fact pursuant to
a power of attorney previously
filed
