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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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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
--
Fifth Third Bancorp
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(Name of Issuer)
Common Shares, Without Par Value
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(Title of Class of Securities)
316773100
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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).
Page 1 of 5 pages
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CUSIP NO. 316773100 13G Page 2 of 5 Pages
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- ---------------------------- -----------------------
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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 As to all matters, including election of directors 4,049,956
SHARES As to all matters, other than election of directors 958,900
BENEFICIALLY
OWNED BY ----- -------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON As to all matters, including election of directors -0-
WITH ----- -------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
5,936,990
----- -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,209,819
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,563,823
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10,303,496 shares, with respect to which the reporting person has
neither voting nor dispositive rights, are excluded.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.83%
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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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Fifth Third Bancorp Page 3 of 5
316773100
Item 1 (a) Name of Issuer:
Fifth Third Bancorp
Item 1 (b) Address of Issuer's Principal Executive Office:
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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:
316773100
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 7,563,823
outstanding shares of the Common Stock of Fifth Third
Bancorp, no par value.
Note: Effective for shareholders of record on
December 31, 1998.
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. It should be noted that
the Ohio statutory and case law preclude voting of Bank
subsidiary-held shares for Fifth Third Bancorp directors in
certain instances and accordingly, creates the difference in
voting rights as to the election of directors and other
matters as shown by the following tabulation:
(a) Amount Beneficially Owned:
Fifth Third Bancorp subsidiaries have neither voting power nor
dispositive power with respect to 10,303,496 shares of Fifth
Third Bancorp stock. The remaining 7,563,823 shares of the
outstanding stock held by Fifth Third Bancorp subsidiaries may
be deemed beneficially held.
The following are held in fiduciary accounts in Bancorp's
banking subsidiaries and are deemed to be beneficially owned:
Page 3 of 5 pages
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Fifth Third Bancorp Page 4 of 5
316773100
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(b) Percentage of Class:
Fifth Third Bancorp has aggregate beneficial
ownership of 2.83%.
(c) Number of Shares as to which such Person has: For all matters, For all matters,
including elec- other than elec-
tion of Directors tion of Directors
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(i) Sole Power to Vote
or to Direct the Vote 4,049,956 958,900
(ii) Shared Power to Vote
or to Direct the Vote 0 0
(iii) Sole Power to Dispose
or to direct the
disposition of 5,936,990 0
(iv) Shared Power to Dispose
or to direct the
disposition of 1,209,819 0
Item 5 Ownership of Five Percent or Less
of a Class.
Fifth Third Bancorp holds beneficial rights with respect to less than 5% of the
issuing stock.
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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Fifth Third Bancorp Page 5 of 5
316773100
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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
