SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
FIFTH THIRD BANCORP.
--------------------
(Name of issuer)
Common Stock
------------
(Title of Class of Securities)
316773100
---------
(CUSIP Number)
Donald J. Wuebbling
400 Broadway
Cincinnati, Ohio 45202
(513) 629-1469
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1999
----------------
(Date of Event which Requires filing
of this Statement)
If the filing person has previously filed a statement on Scheduled 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: See Rule 13d-7 for other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
<PAGE>
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CUSIP No. 316773100 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WASLIC COMPANY II (Waslic) IRS Employer Identification No. 52-1549279
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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 SOURCE OF FUNDS*
WC and 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Waslic is a Delaware corporation
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NUMBER OF 7 SOLE VOTING POWER
SHARES Waslic - 18,791,239.03. See item 3
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Waslic - 18,791,239.03. See item 3.
------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,136,804.50 (as a group)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.76%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
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CUSIP No. 316773100 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY (Western-Southern) IRS
Employer Identification No. 31-0487145
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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 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Western-Southern is an Ohio corporation
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES Western-Southern - 3,345,565.5. See item 3
----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING Western-Southern - 3,345,565.5 See item 3.
----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
--------------------------------------------------------------------------------
12 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,136,804.5 (as a group)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.76%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
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<PAGE>
Item 1 Security and Issuer Page 4 of 8 Pages
------ -------------------
This statement relates to the common shares with a par value of $6.66 (the
"Fifth Third Common Shares") of Fifth Third Bancorp, an Ohio corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 38
Fountain Square Plaza, Cincinnati, Ohio 4522-3102.
Item 2 Identity and Background
------ -----------------------
(a), (b) and (c)
This statement is being filed by Waslic Company II, a Delaware
corporation, ("Waslic"), with principal business and offices at 802 West
Street, Wilmington, Delaware 19801, and by The Western and Southern Life
Insurance Company, an Ohio mutual insurance company ("Western-Southern"),
with principal business and offices at 400 Broadway, Cincinnati, Ohio
45202. Waslic is a wholly owned investment subsidiary of Western-Southern.
Western-Southern operates as a life insurance company and is licensed as
such in 43 states and the District of Columbia. Funds to make new
investments are obtained from revenues. Any further references to
Western-Southern in this Schedule 13D will include Waslic unless the
context indicates otherwise.
A list of the names, including business addresses and present
principal occupation of the directors and executive officers of Waslic and
Western-Southern is attached hereto as Schedule A.
(d) During the last five years neither Waslic nor Western-Southern, and to
the best knowledge of Waslic and Western-Southern none of the persons whose
names are set forth in Schedule A, were convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years neither Waslic nor Western-Southern, and to
the best knowledge of Waslic and Western-Southern none of the persons whose
names are set forth in Schedule A, were a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws of finding any violation with
respect to such laws.
(f) To the best knowledge of Waslic and Western-Southern all persons whose
names are set forth in Schedule A are citizens of the United States of
America.
Item 3 Source and Amount of Funds or Other Consideration
------ -------------------------------------------------
Not applicable.
Item 4 Purpose of Transaction
The Fifth Third Common Shares were initially acquired in the ordinary
course of Western-Southern's business. The percentage held by Waslic and
Western-Southern declined because the Issuer issued additional securities
in connection with acquisitions.
Item 5 Interest in Securities of the Issuer
------ ------------------------------------
(a) Waslic and Western-Southern beneficially own in the aggregate
22,130,437.03 shares of Fifth Third Common Shares. This position represents
4.76% of all of the Fifth Third Common Shares outstanding.
(b) Western-Southern has the sole power to vote or to direct the vote and
sole power to dispose of or direct the disposition of an aggregate of
22,136,804.5 shares of Fifth Third Common Shares, consisting of
18,791,239.03 shares beneficially owned by Waslic, 3,109,209 shares
beneficially owned by Western-Southern and 236,356.5 shares held by
Western-Southern Enterprise Fund Inc. ("Western-Southern Fund"),
Page 5 of 8 Pages
which is controlled by Western-Southern and is organized exclusively for
charitable, religious, educational and scientific purposes, including, the
making of distribution to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code of 1986,
as amended.
(c) No shares of Fifth Third Common Shares have been purchased or otherwise
acquired by Western-Southern during the past 60 days, other than as
described herein.
(d) Not applicable.
(e) On October 31, 1999, Waslic and Western-Southern ceased to be the
beneficial owner of more than five percent of Fifth Third Common Shares.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
------ to Securities of the Issuer.
-----------------------------------------------------------------------
Waslic and Western-Southern have no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7 Material to be Filed as Exhibits
------ --------------------------------
There are no written agreements, contracts, arrangements, understandings,
plans or proposals by or between the persons named in Item 2 and any other
person relating to (1) the borrowing of funds to finance the acquisition as
disclosed in Item 3; or (2) the acquisition of control of the Issuer,
liquidation, sales of assets, merger or any change in business or corporate
structure or any other matter as disclosed in Item 6.
Signature
---------
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.
Date: August 30, 2000.
THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
/s/ William F. Ledwin
-------------------------------------
William F. Ledwin, Senior Vice President and
Chief Investment Officer
WASLIC COMPANY II
/s/ Daniel F. Lindley
------------------------------------
Daniel F. Lindley, President and Secretary
<PAGE>
Page 6 of 8 Pages
Schedule A
The following table sets forth information concerning the directors of
Western-Southern
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
<S> <C> <C>
John F. Barrett President and Chief Executive Officer *
Western-Southern
Donald A. Bliss Formerly Chief Executive Officer, 10892 E. Fanfol Lane
Northwestern Bell and Vice President, Scottsdale, Arizona 85259
U.S. West Communications
James N. Clark Secretary *
Dr. Lawrence C. Hawkins Owner, The LCH Resource 3909 Reading Road
Cincinnati, Ohio 45229
The Rev. James E. Hoff President, Xavier University 3800 Victory Parkway
Cincinnati, Ohio 45207
Dr. J. Harold Kotte Formerly President, Cardiology *
Associates of Cincinnati
Eugene P. Ruehlmann Attorney-at-Law, Vorys, Sater Suite 2100, 221 E. 4th Street
Seymour and Pease Cincinnati, Ohio 45202
George H. Walker III Chairman of the Board, 500 N. Broadway
Stifel Financial Corp. St. Louis, Illinois 63102
Thomas L. Williams President, North American Properties 212 E Third Street, Suite 300
Cincinnati, Ohio 45202
William J. Williams Chairman of the Board, Western-Southern *
*Business address is 400 Broadway, Cincinnati, Ohio 45202
</TABLE>
<PAGE>
Page 7 of 8 Pages
The following table sets forth information concerning executive officers of
Western-Southern
Name Principal Occupation Business Address
John F. Barrett President and Chief Executive Officer *
James N. Clark Secretary *
Bryan C. Dunn Senior Vice President and Chief
Marketing Officer *
Clint D. Gibler Vice President Technology *
Noreen J. Hayes Senior Vice President *
Dale P. Hennie Senior Vice President *
Carroll R. Hutchinson Senior Vice President *
William F. Ledwin Senior Vice President and Chief
Investment Officer *
Jill T. McGruder Senior Vice President *
J. J. Miller Senior Vice President *
Nora E. Moushey Senior Vice President and Chief Actuary *
James M. Teeters Senior Vice President *
Robert L. Walker Senior Vice President and Chief Financial
Officer *
William J. Williams Chairman of the Board *
Donald J. Wuebbling Senior Vice President and General Counsel *
*Business address is 400 Broadway, Cincinnati, Ohio 45202
<PAGE>
Page 8 of 8 Pages
The following table sets forth information concerning the directors of
Waslic Company II
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
<S> <C> <C>
Wilson J. C. Braun, Jr. President J.P. Morgan Trust Company 500 Stanton Christiana Road
Of Delaware Newark, Delaware 19713
William F. Ledwin Senior Vice President and Chief 400 Broadway
Investment Officer, Western-Southern Cincinnati, Ohio 45202
And President of Forth Washington
Investment Advisors, Inc.
Daniel F. Lindley Attorney-at-Law, Reed, Smith Shaw 1201 Market Street
& McClay LLP Wilmington, Delaware 19801
Donald J. Wuebbling Senior Vice President and General 400 Broadway
Counsel, Western-Southern Cincinnati, Ohio 45202
The following table sets forth information concerning the executive officers of
Waslic Company II.
Name Principal Occupation Business Address
Wilson J. C. Braun, Jr. President, J.P. Morgan Trust 500 Stanton-Christiana Road
Vice President and Treasurer Company of Delaware Newark, Delaware, 19713
Terence Connelly Client Service Specialist, Morgan 500 Stanton-Christiana Road
Vice President and Assistant Guaranty Trust Company
Secretary
Daniel F. Lindley Attorney-at-Law, Reed, Smith, Shaw 1201 Market Street
President and Secretary & McClay, LLP Wilmington, Delaware 19801
H. Christian Raymond Vice President, J.P. Morgan 500 Stanton Christiana Road
Vice President and Assistant Newark, Delaware 19713
Secretary
Norman J. Shuman President, Belfint, Lyons & Shuman 200 West Ninth Street Plaza
Vice President Wilmington, Delaware 19899
</TABLE>
