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EXHIBIT 99.3
CAPITAL HOLDINGS, INC.
5520 Monroe Street
Sylvania, Ohio 43560
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NOTICE OF SPECIAL MEETING
TO BE HELD ON , 2001
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NOTICE IS HEREBY GIVEN that Capital Holdings, Inc. will hold a special
meeting of its shareholders, on , 2001 at 10:00 a.m.,
local time, at the , , , Ohio. The
purpose of the meeting is:
1. to consider and vote on a proposal to adopt the affiliation agreement,
dated as of October 24, 2000, by and between Fifth Third Bancorp and
Capital Holdings, Inc. relating to, among other matters, the merger of
Capital Holdings with and into Fifth Third and approval of the control
share acquisition by Fifth Third of more than a majority of the voting
power of Capital Holdings pursuant to and in accordance with Section
1701.831 of the Ohio Revised Code. A copy of the affiliation agreement
is attached as Annex A to the proxy statement/prospectus accompanying
this notice; and
2. to consider and vote upon such other matters as may properly come before
the meeting.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AFFILIATION AGREEMENT
AND THE CONTROL SHARE ACQUISITION AND RECOMMENDS YOU VOTE "FOR" THE PROPOSAL.
Only shareholders of record at the close of business on
, 2001 are entitled to notice of and to vote at the special meeting
or any adjournments or postponements of that meeting. A list of Capital Holdings
shareholders entitled to vote at the special meeting will be available for
examination by any shareholder at the main office of Capital Holdings during
ordinary business hours for at least ten days prior to the special meeting, as
well as at the special meeting.
YOUR VOTE IS VERY IMPORTANT! THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL HOLDINGS COMMON STOCK ENTITLED TO
VOTE IS REQUIRED TO ADOPT THE AFFILIATION AGREEMENT AND A MAJORITY OF THE VOTING
POWER OF SHARES REPRESENTED AT THE SPECIAL MEETING, EXCLUDING CERTAIN
"INTERESTED SHARES", IS REQUIRED TO APPROVE THE CONTROL SHARE ACQUISITION BY
FIFTH THIRD. A vote for adoption of the affiliation agreement will also
constitute a vote for approval of the control share acquisition. To ensure that
your shares are voted at the special meeting, please sign, date and promptly
mail the accompanying proxy card in the enclosed envelope. If you hold shares of
Capital Holdings common stock directly in your name, you may also vote over the
Internet or by telephone. If Internet or telephone voting is available to you,
voting instructions are printed on the proxy card sent to you. Any shareholder
of record present at this meeting or at any adjournments or postponements of the
meeting may revoke his or her proxy and vote personally on each matter brought
before the meeting. You may revoke your proxy by following the instructions
contained in the accompanying proxy statement/prospectus at any time before it
is voted.
Remember, if your shares are held in the name of a broker, only your broker
can vote your shares and only after receiving your instructions. Please contact
the person responsible for your account and instruct him/her to execute a proxy
card on your behalf. You should also sign, date and mail your proxy at your
earliest convenience.
Please review the proxy statement/prospectus accompanying this notice for
more complete information regarding the matter proposed for your consideration
at the special meeting. Should you have any questions or require assistance,
please call , who is assisting us, at .
By Order of the Board of Directors
/s/ JOHN S. SZUCH
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John S. Szuch
Chairman and Chief Executive Officer
, 2001
THE BOARD OF DIRECTORS OF CAPITAL HOLDINGS, INC. UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" THE ADOPTION OF THE AFFILIATION AGREEMENT AND THE CONTROL
SHARE ACQUISITION BY FIFTH THIRD OF MORE THAN A MAJORITY OF THE VOTING POWER OF
CAPITAL HOLDINGS. YOUR SUPPORT IS APPRECIATED.
