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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ---------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response... 14.90
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
Marion Cap Holdings Inc.
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
568635106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2/92) Page 1 of 5 pages
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CUSIP NO. 568635106 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
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5 SOLE VOTING POWER
NUMBER OF
SHARES 80,000
BENEFICIALLY ------- ------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------- ------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.13%
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12 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
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Marion Cap Holdings, Inc. Page 3 of 5
568635106
Item 1 (a) Name of Issuer:
Marion Cap Holdings, Inc.
Item 1 (b) Address of Issuer's Principal Executive Office:
100 West Third Street
Marion, Indiana 46952
Item 2 (a) - (c) Names, Addresses & Citizenship of Persons Filing:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Item 2 (d) Title of Class of Securities:
Common Stock, without par value
Item 2 (e) CUSIP Number:
568635106
Item 3 Fifth Third Bancorp is filing as a parent holding
company in accordance with Section 240.13 (d-1) (b)
(ii) (G) of the Exchange Act Rules.
Item 4 Ownership:
This report relates to beneficial holdings by Fifth
Third Bancorp, through several of its banking
subsidiaries, of an aggregate of 80,000 outstanding
shares of the Common Stock of Marion Cap Holdings,
Inc., no par value.
The following tabulations set forth the shares with
respect of which voting rights are held or shared and
those shares to which there is the power of disposal.
(a) Amount Beneficially Owned:
Fifth Third Bancorp, through fiduciary accounts held in its
banking subsidiaries, has neither voting power nor dispositive
power with respect to 700 shares and are not deemed to be
beneficially owned.
The following are held in fiduciary accounts in Bancorp's
banking subsidiaries and are deemed to be beneficially owned:
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Marion Cap Holdings, Inc. Page 4 of 5
568635106
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<CAPTION>
Powers: No. of Shares
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Full voting; full dispositive 0
Full voting; shared dispositive 0
Full voting; no dispositive 80,000
Shared voting; full dispositive 0
Shared voting; shared dispositive 0
Shared voting; no dispositive 0
No voting; full dispositive 0
No voting; shared dispositive 0
No voting; no dispositive 700
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(b) Percentage of Class:
Fifth Third Bancorp has aggregate beneficial ownership of
5.13%.
(c) Number of Shares as to which such Person has:
(i) Sole Power to Vote or to Direct
the Vote 80,000
(ii) Shared Power to Vote or to Direct
the Vote 0
(iii) Sole Power to Dispose or to Direct
the Disposition of 0
(iv) Shared Power to Dispose or to Direct
the disposition of 0
Item 5 Ownership of Five Percent or Less
of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary
which acquired the Security being Reported on by the
Parent Holding Company.
Fifth Third Bancorp, as parent holding company of the
banking subsidiaries listed below, has filed this schedule. The subsidiaries are
filing in accordance with Section 240.13 (d-1)(b) (ii) (G) of the Exchange Act
Rules, none of which hold more than 5% of the outstanding stock of the Issuer.
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List of Banking Subsidiaries Federal Tax ID Number Item 3 Classification
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Fifth Third Bank 31-0854433 BK
Fifth Third Bank of Columbus 31-1137357 BK
Fifth Third Bank of Northwestern Ohio 34-4208980 BK
Fifth Third Trust Co. & Savings Bank, FSB 59-3085783 BK
Fifth Third Bank of Northern Kentucky 61-0335110 BK
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Marion Cap Holdings, Inc. Page 5 of 5
568635106
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Fifth Third Bank of Central Indiana 35-0545660 BK
Fifth Third Bank of Western Ohio 31-0676865 BK
Fifth Third Bank of Kentucky, Inc. 61-0290030 BK
Fifth Third Bank of Northeastern Ohio 34-1796329 BK
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Items 8-9 Not Applicable
Item 10 Certification
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
FEBRUARY 10, 1999
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Date
THE FIFTH THIRD BANCORP
By: MICHAEL K. KEATING
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Name: Michael K. Keating
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Title: Secretary
