<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2001
REGISTRATION NO. 333-___________________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0854434
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
--------------
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)
---------------
PAUL L. REYNOLDS, ESQ.
FIFTH THIRD BANCORP
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
(513)579-5300
(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 LLP
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Phone: (513) 621-6464
Fax: (513) 651-3836
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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 the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE (3)
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<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 471,032 SHARES $55.19 $25,996,256.08 $6,499.07
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416, this registration statement covers such
additional shares as may be issued by reason of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of computing the registration fee based
upon the average of the high and low prices of the common stock, no par value of
Fifth Third as reported on The Nasdaq National Market on January 12, 2001, in
accordance with Rule 457(c) of the General Rules and Regulations under the
Securities Act of 1933, as amended.
(3) The registration fee of $6,499.07 was calculated pursuant to Rule 457(c) of
the General Rules and Regulations under the Securities Act of 1933 by
multiplying (A) .00025 by (B) the proposed maximum offering price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED JANUARY 17, 2001
PROSPECTUS
FIFTH THIRD BANCORP
471,032 SHARES OF COMMON STOCK
----------------------------------------------------
The persons identified in "Selling Shareholders" on page ____ are
offering to sell 471,032 shares of common stock of Fifth Third Bancorp. All
offers and sales will be made as described in "Plan of Distribution" beginning
on page ___.
The sale price for these shares may vary from transaction to
transaction. Any sales commissions may also vary.
Fifth Third common stock is traded on The Nasdaq National Market under
the symbol "FITB."
------------------------------------------------------------
FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION
WITH THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK
FACTORS" BEGINNING ON PAGE 2.
------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------------------------------------
THE SHARES OF FIFTH THIRD COMMON STOCK ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
------------------------------------------------------------
THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is ____________, 2001
<PAGE> 3
RISK FACTORS
In deciding whether or not to buy shares of Fifth Third common stock
offered by this document, you should consider the following factors:
FIFTH THIRD'S FUTURE ACQUISITIONS WILL DILUTE YOUR OWNERSHIP OF FIFTH THIRD AND
MAY CAUSE FIFTH THIRD TO BECOME MORE SUSCEPTIBLE TO ADVERSE ECONOMIC EVENTS.
Fifth Third's pending acquisition of Old Kent Financial Corporation is
material to Fifth Third and will dilute your ownership interest in Fifth Third.
See "Fifth Third Bancorp - Recent Developments." Other future business
acquisitions could also be material to Fifth Third. Fifth Third may issue
additional shares of common stock to pay for those acquisitions, which would
dilute your ownership interest in Fifth Third even further. Acquisitions also
could require Fifth Third to use substantial cash or other liquid assets or to
incur debt. In those events, Fifth Third could become more susceptible to
economic downturns and competitive pressures.
IF FIFTH THIRD DOES NOT ADJUST TO RAPID CHANGES IN THE FINANCIAL SERVICES
INDUSTRY, ITS FINANCIAL PERFORMANCE MAY SUFFER.
Fifth Third's ability to maintain its history of strong financial
performance and return on investment to shareholders will depend in part on
Fifth Third's ability to expand its scope of available financial services as
needed to meet the needs and demands of its customers. In addition to the
challenge of attracting and retaining customers for traditional banking
services, Fifth Third's competitors now include securities dealers, brokers,
mortgage bankers, investment advisors and finance and insurance companies who
seek to offer one-stop financial services to their customers that may include
services that banks have not been able or allowed to offer to their customers in
the past. The increasingly competitive environment is a result primarily of
changes in regulation, changes in technology and product delivery systems and
the accelerating pace of consolidation among financial services providers.
DIFFICULTIES IN COMBINING THE OPERATIONS OF ACQUIRED ENTITIES WITH FIFTH THIRD'S
OWN OPERATIONS MAY PREVENT FIFTH THIRD FROM ACHIEVING THE EXPECTED BENEFITS FROM
ITS ACQUISITIONS.
Fifth Third may not be able to achieve fully the strategic objectives
and operating efficiencies in all of its acquisitions. Inherent uncertainties
exist in integrating the operations of an acquired company into Fifth Third. In
addition, the markets and industries in which Fifth Third operates are highly
competitive. Fifth Third also may lose key personnel, either from the acquired
entities or from itself, as a result of acquisitions. These factors could
contribute to Fifth Third not achieving the expected benefits from its
acquisitions within the desired time frames, if at all.
FUTURE GOVERNMENTAL REGULATION AND LEGISLATION COULD LIMIT FIFTH THIRD'S FUTURE
GROWTH.
Fifth Third and its subsidiaries are subject to extensive state and
federal regulation, supervision, and legislation which govern almost all aspects
of the operations of Fifth Third and its subsidiaries. These laws may change
from time to time and are primarily intended for the
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<PAGE> 4
protection of consumers, depositors, and the deposit insurance funds. The impact
of any changes to these laws may negatively impact Fifth Third's ability to
expand its services and to increase the value of its business. While we cannot
predict what effect any presently contemplated or future changes in the laws or
regulations or their interpretations would have on Fifth Third, these changes
could be materially adverse to Fifth Third's shareholders.
CHANGES IN INTEREST RATES COULD REDUCE FIFTH THIRD'S INCOME AND CASH FLOWS.
Fifth Third's income and cash flows depend to a great extent on the
difference between the interest rates earned on interest-earning assets such as
loans and investment securities, and the interest rates paid on interest-bearing
liabilities such as deposits and borrowings. These rates are highly sensitive to
many factors which are beyond Fifth Third's control, including general economic
conditions and the policies of various governmental and regulatory agencies, in
particular, the Federal Reserve Board. Changes in monetary policy, including
changes in interest rates, will influence the origination of loans, the purchase
of investments, the generation of deposits, and the rates received on loans and
investment securities and paid on deposits. Fluctuations in these areas may
adversely affect Fifth Third.
FORWARD-LOOKING STATEMENTS
This document, including information incorporated by reference into
this document, contains or may contain forward-looking statements about Fifth
Third which we believe are within the meaning of the Private Securities
Litigation Reform Act of 1995. This document contains certain forward-looking
statements with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Fifth Third, including
statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates" or similar expressions. These forward-looking
statements involve certain risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, those risks discussed above.
Further information on other factors which could affect the financial results
of Fifth Third are included in the SEC filings included with or incorporated by
reference into this document. See "Where You Can Find More Information."
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<PAGE> 5
FIFTH THIRD BANCORP
DESCRIPTION OF BUSINESS
Fifth Third is an Ohio corporation organized in 1975 as a bank holding
company registered under the Bank Holding Company Act and subject to regulation
by the Federal Reserve Board. In 2000, Fifth Third elected to become a financial
holding company under that Act. Fifth Third, with its principal office located
in Cincinnati, owns all of the outstanding stock of five commercial banks and
one savings bank with 668 offices in Ohio, Kentucky, Indiana, Michigan,
Illinois, Florida and Arizona. Those institutions are: Fifth Third Bank; Fifth
Third Bank, Florida; Fifth Third Bank, Northern Kentucky, Inc.; Fifth Third
Bank, Kentucky, Inc.; Fifth Third Bank, Indiana; and Fifth Third Bank,
Southwest, F.S.B.
At September 30, 2000, Fifth Third, its affiliated banks and other
subsidiaries had consolidated total assets of approximately $44.4 billion,
consolidated total deposits of approximately $25.5 billion and consolidated
total shareholders' equity of approximately $4.4 billion.
Fifth Third, through its subsidiaries, engages primarily in commercial,
retail and trust banking, data processing services, investment services and
leasing activities and also provides credit life, accident and health
insurance, discount brokerage services and property management for its
properties. Those subsidiaries consist of The Fifth Third Company, Fifth Third
Securities, Inc., The Fifth Third Leasing Company, Fifth Third Insurance
Services, Inc., Fifth Third Mortgage Company, Midwest Payment Systems, Inc.,
Fifth Third Mortgage Insurance Reinsurance Company, Fifth Third International
Company, Fifth Third Investment Company, Fifth Third Community Development
Corporation, Fifth Third Trade Services Limited, Fifth Third Real Estate
Capital Markets Co. and Heartland Capital Management, Inc. Fifth Third's
affiliates provide a full range of financial products and services to the
retail, commercial, financial, governmental, educational and medical sectors,
including a wide variety of checking, savings and money market accounts, and
credit products such as credit cards, installment loans, mortgage loans and
leasing. Each of the banking affiliates has deposit insurance provided by the
Federal Deposit Insurance Corporation through either the Bank Insurance Fund
and the Savings Association Insurance Fund.
Fifth Third, through its subsidiaries, also participates in several
regional shared ATM networks, including "Money Station," "Honor" and "Star."
These networks include approximately 6,500, 42,000 and 70,000 ATMs,
respectively. All Fifth Third banking subsidiaries also participate in the "PLUS
System(R)" network, which is an international ATM network with approximately
490,000 ATMs.
Fifth Third is a corporate entity legally separate and distinct from
its subsidiaries. The principal source of Fifth Third's income is dividends from
its subsidiaries. There are certain regulatory restrictions as to the extent to
which the subsidiaries can pay dividends or otherwise supply funds to Fifth
Third. See "Description of Capital Stock."
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<PAGE> 6
RECENT DEVELOPMENTS
Fifth Third's strategy for growth includes strengthening its presence
in core markets, expanding into contiguous markets and broadening its product
offerings.
Fifth Third believes it has an excellent track record in integrating
acquired businesses. Since 1989, Fifth Third has completed over 30 acquisitions,
which have contributed to its growth. Consistent with this strategy, Fifth Third
recently acquired Ottawa Financial Corporation and entered into agreements to
acquire Capital Holdings, Inc. and Old Kent Financial Corporation.
OTTAWA FINANCIAL CORPORATION. On December 8, 2000, Fifth Third acquired
Ottawa Financial Corporation, a unitary savings and loan holding company based
in Holland, Michigan which owns AmeriBank. As of September 30, 2000, Ottawa had
total assets of approximately $1.1 billion, deposits of approximately $732.8
million and shareholders' equity of approximately $83.2 million. Fifth Third
issued approximately 3.7 million shares of Fifth Third common stock to
shareholders of Ottawa in that merger. Based on the fair market value per share
of Fifth Third common stock as of December 8, 2000, the closing date of this
merger, these shares had an aggregate value of approximately $207.9 million.
This merger was accounted for as a purchase.
CAPITAL HOLDINGS, INC. On October 24, 2000, Fifth Third agreed to
acquire Capital Holdings, Inc., a one bank holding company based in Sylvania,
Ohio which owns Capital Bank, N.A. As of September 30, 2000, Capital Holdings
had total assets of approximately $1.1 billion, deposits of approximately $873.9
million and shareholders' equity of approximately $94.6 million.
In connection with the acquisition of Capital Holdings, shareholders of
Capital Holdings will receive .638 of a share of Fifth Third common stock for
each outstanding share of Capital Holdings capital stock. Fifth Third expects to
issue approximately 5.07 million shares of Fifth Third common stock to
shareholders of Capital Holdings. Based on the fair market value per share of
Fifth Third common stock as of ____________, 2001, these shares would have an
aggregate value of approximately $_____ million. This merger is subject to
shareholder and regulatory approval. Fifth Third expects that its acquisition of
Capital Holdings will be accounted for as a pooling-of-interests and will be
completed in the first quarter of 2001.
OLD KENT FINANCIAL CORPORATION. On November 20, 2000, Fifth Third
agreed to acquire Old Kent Financial Corporation, a financial holding company
based in Grand Rapids, Michigan that owns Old Kent Bank and Old Kent Bank,
National Association. As of September 30, 2000, Old Kent had total assets of
approximately $22.5 billion, deposits of approximately $16.8 billion and
shareholders' equity of approximately $1.6 billion.
In connection with the acquisition of Old Kent, holders of Old Kent
common stock will receive .74 of a share of Fifth Third common stock for each
outstanding share of Old Kent common stock. Fifth Third expects to issue
approximately 102.3 million shares of Fifth Third common stock to shareholders
of Old Kent. Based on the fair market value per share of Fifth
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<PAGE> 7
Third common stock as of __________, 2001, these shares would have an aggregate
value of approximately $___ billion. Unless amended, the merger agreement for
this acquisition further states that each share of Old Kent series D perpetual
preferred stock issued and outstanding immediately prior to the effective time
of the merger would be converted into one share of perpetual preferred stock of
Fifth Third designated as Fifth Third series D perpetual preferred stock. The
terms of the Fifth Third series D perpetual preferred stock would be
substantially identical to the terms of the Old Kent series D perpetual
preferred stock, except for such changes as may be required to give effect to
the adjustment required by Section D.5.3.E. of the Old Kent certificate of
designations, preferences and rights relating thereto in respect of the merger.
Additionally, each share of Old Kent series E perpetual preferred stock issued
and outstanding immediately prior to the effective time of the merger would be
converted into one share of perpetual preferred stock of Fifth Third designated
as Fifth Third series E perpetual preferred stock. The terms of the Fifth Third
series E perpetual preferred stock would be substantially identical to the terms
of the Old Kent series E perpetual preferred stock.
This merger is subject to Old Kent and Fifth Third shareholder approval
and regulatory approval. Fifth Third expects that its acquisition of Old Kent
will be accounted for as a pooling-of-interests and will be completed in the
second quarter of 2001.
CAPITAL REQUIREMENTS
The Federal Reserve Board, the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation maintain guidelines to
implement risk-based capital requirements for bank holding companies, state
member banks, national banks and state non-member banks, respectively.
Under the guidelines, "well capitalized" bank holding companies are
required to have total capital equivalent to 10% of assets, weighted by risk.
One half of this capital must be Tier 1 capital, which consists of core capital
elements including common shareholders' equity, retained earnings and perpetual
preferred stock, to risk weighted assets. The other half of required capital
(Tier 2) can include, among other supplementary capital elements, limited-life
preferred stock and subordinated debt and loan loss reserves up to certain
limits. The banking regulatory authorities also require "well capitalized" bank
holding companies to have a Tier 1 capital to risk-based assets ratio of 6%.
"Well capitalized" state member banks are required to have a total capital to
risk-based assets ratio of 10%, a Tier 1 capital to risk-based assets ratio of
6% and a leverage ratio of 5%.
Under Federal Reserve Board policy, a holding company is expected to
act as a source of financial strength to each subsidiary bank and to commit
resources to support each of its subsidiaries. This support may be required at
times when the holding company may not find itself able to provide it.
Fifth Third and each of its subsidiary depository institutions are in
compliance with all applicable standards for well capitalized banking
organizations. As of September 30, 2000, Fifth Third had a leverage ratio of
9.99%, its Tier 1 risk-based capital ratio was 12.88% and its total risk-based
capital ratio was 14.71%.
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GENERAL REGULATION OF FIFTH THIRD
Fifth Third is extensively regulated under both federal and state law.
To the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions.
Fifth Third is registered with and subject to regulation by the Federal
Reserve Board. A bank holding company is required to file with the Federal
Reserve Board an annual report and such additional information as the Federal
Reserve Board may require pursuant to the Bank Holding Company Act. The Federal
Reserve Board also may make examinations of a holding company and each of its
subsidiaries.
The Bank Holding Company Act also restricts the types of businesses and
operations in which a bank holding company and its subsidiaries (other than bank
subsidiaries) may engage. Generally, permissible activities are limited to
banking and activities found by the Federal Reserve Board to be so closely
related to banking as to be a proper incident thereto.
The Gramm-Leach-Bliley Act, which became law on November 12, 1999,
establishes a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms and other financial service
providers by revising and expanding the Bank Holding Company Act framework to
permit a holding company system, such as Fifth Third, to engage in a full range
of financial activities through a new entity known as a financial holding
company. Fifth Third has elected to become a financial holding company.
"Financial activities" are broadly defined to include not only banking,
insurance, and securities activities, but also merchant banking and additional
activities that the Federal Reserve Board, in consultation with the Secretary of
the Treasury, determines to be financial in nature as well as activities that
the Federal Reserve Board determines are complimentary thereto. In sum, the
Gramm-Leach-Bliley Act is intended to permit bank holding companies that qualify
and elect to be treated as a financial holding company to engage in a
significantly broader range of activities described above that are not so
treated.
In order to elect to become a financial holding company and engage in
the new activities, a bank holding company must meet certain tests and file an
election form with the Federal Reserve Board. To qualify, all of a bank holding
company's subsidiary banks must be well- capitalized and well-managed, as
measured by regulatory guidelines. In addition, to engage in the new activities
each of the bank holding company's banks must have been rated "satisfactory" or
better in its most recent Federal Community Reinvestment Act evaluation.
Furthermore a bank holding company that elects to be treated as a financial
holding company may face significant consequences if its banks fail to maintain
the required capital and management ratings including entering into an agreement
with the Federal Reserve Board which imposes limitations on its operations and
may even require divestitures.
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GENERAL REGULATION OF DEPOSITORY INSTITUTIONS
The operations of the subsidiary depository institutions of Fifth Third
are subject to requirements and restrictions under federal and state law,
including requirements to maintain reserves against deposits, restrictions on
the types and amounts of loans that may be granted and the interest that may be
charged thereon, and limitations on the types of investments that may be made
and the types of services which may be offered. Various consumer laws and
regulations also affect the operations of these subsidiary depository
institutions.
National banks are subject to the supervision of and are regularly
examined by the Comptroller of the Currency. In addition, national banks may be
members of the Federal Reserve System and their deposits are insured by the
Federal Deposit Insurance Corporation and, as such, are subject to regulation
and examination by each agency. Federal savings banks are subject to the
supervision and regulation of the Office of Thrift Supervision. State-chartered
banking corporations are subject to federal and state regulation of their
business and activities, including the Federal Reserve Board and: in the case of
banks chartered in Ohio, by the Ohio Division of Financial Institutions, in the
case of banks chartered in Kentucky, by the Kentucky Department of Financial
Institutions, in the case of banks chartered in Michigan, by the Michigan Office
of Financial and Insurance Services, and in the case of banks chartered in
Florida, by the Florida Department of Banking and Finance.
ADDITIONAL INFORMATION
For more detailed information about Fifth Third, reference is made to
the Fifth Third Annual Report on Form 10-K for the year ended December 31,
1999, Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 2000, and Current Reports on Form 8-K filed with the SEC on
June 21, July 17 and November 20, 2000, which are incorporated into this
document by reference. See "Where You Can Find More Information." More
information about Fifth Third is also contained in its 1999 Annual Report to
Shareholders which is available through Fifth Third's website at
http://www.53.com/investor/annual_report/index.htm.
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SELECTED HISTORICAL FINANCIAL DATA OF FIFTH THIRD
The following table sets forth certain historical financial data
concerning Fifth Third for the five years ended December 31, 1999 and the nine
months ended September 30, 2000 and 1999. This data is based on information
contained in Fifth Third's 1999 Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as well as Fifth Third's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2000, which are incorporated by reference
into this document. Financial data for all periods has been restated to reflect
the second quarter 1998 mergers with CitFed Bancorp, Inc. and State Savings
Company and the fourth quarter 1999 mergers with CNB Bancshares, Inc. and
Peoples Bank Corporation of Indianapolis. These mergers were accounted for as
poolings-of-interest. All share and per share information has been retroactively
adjusted to reflect the 3-for-2 stock splits effected in the form of stock
dividends paid on July 14, 2000, April 15, 1998, July 15, 1997 and January 12,
1996.
<TABLE>
<CAPTION>
Nine Months Ended September 30, Years Ended December 31,
------------------------------- --------------------------------------------------------------------
2000(1) 1999 1999(2) 1998(3) 1997 1996(4) 1995
---------- ---------- ---------- ---------- ---------- ---------- ----------
SUMMARY OF OPERATIONS:
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income ............... $2,427,356 $2,012,224 $2,738,082 $2,585,927 $2,477,612 $2,272,049 $1,949,924
Interest expense .............. 1,328,198 963,521 1,333,491 1,315,947 1,304,077 1,189,309 1,045,392
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income ........... 1,099,158 1,048,703 1,404,591 1,269,980 1,173,535 1,082,740 904,532
Provision for credit losses ... 65,926 90,310 134,057 123,489 116,946 82,880 54,819
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after
provision for credit
losses ........................ 1,033,232 958,393 1,270,534 1,146,491 1,056,589 999,860 849,713
Other operating income ........ 742,602 649,865 877,686 753,544 590,428 494,024 407,160
Operating expenses ............ 846,367 777,055 1,121,956 1,066,207 849,902 833,361 675,398
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes .... 929,467 831,203 1,026,264 833,828 797,115 660,523 581,475
Applicable income taxes ....... 302,984 279,241 358,035 287,316 267,736 217,647 192,458
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income .................... $ 626,483 $ 551,962 $ 668,229 $ 546,512 $ 529,379 $ 442,876 $ 389,017
========== ========== ========== ========== ========== ========== ==========
COMMON SHARE DATA:
Earnings per share ............ $ 1.35 $ 1.21 $ 1.46 $ 1.21 $ 1.18 $ 0.99 $ 0.91
Earnings per diluted share .... 1.33 1.19 1.43 1.19 1.17 0.97 0.88
Cash dividends declared per
share ...................... 0.52 0.43 0.59 0.47 0.38 0.33 0.28
Book value at period end ...... 9.61 8.44 8.80 8.38 7.52 7.02 6.10
Average shares outstanding
(000's) .................... 464,202 457,369 459,179 452,002 446,796 448,762 428,251
Average diluted shares
outstanding (000's) ........ 475,625 471,157 471,856 463,127 454,241 458,640 442,878
</TABLE>
----------------------------
(1) Operating expenses for the first nine months of 2000 include $33.5
million of pretax merger-related and special charges ($23.1 million
after tax, or $.05 per diluted share). For comparability, excluding the
impact of these charges, net income, earnings per share and earnings
per diluted share would have been $649.5 million, $1.40 and $1.38,
respectively.
(2) Provision for credit losses and operating expenses for 1999 include
$26.2 million and $82.1 million of pretax merger-related charges ($83.8
million after tax, or $.18 per diluted share). For comparability,
excluding the impact of these charges, net income, earnings per share
and earnings per diluted share would have been $752.0 million, $1.64
and $1.61, respectively.
(3) Provision for credit losses and operating expenses for 1998 include
$16.7 million and $121.3 million of pretax merger-related charges
($98.7 million after tax, or $.21 per diluted share). For
comparability, excluding the impact of these charges, net income,
earnings per share and earnings per diluted share would have been
$645.2 million, $1.42 and $1.40, respectively.
(4) Operating expenses for 1996 include the impact of the special SAIF
assessment of $49.6 million pretax ($31.3 million after tax, or $.07
per diluted share). For comparability, excluding the impact of this
assessment, net income, earnings per share and earnings per diluted
share would have been $474.1 million, $1.05 and $1.03, respectively.
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<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
----------------------------- ---------------------------------------------------------------------
2000(1) 1999 1999(2) 1998(3) 1997 1996(4) 1995
----------- ----------- ----------- ----------- ----------- ----------- -----------
FINANCIAL CONDITION AT
PERIOD END: (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Securities ................... $14,891,722 $12,893,537 $12,816,671 $11,305,815 $10,530,928 $10,145,613 $ 7,476,140
Loans and leases ............. 25,861,725 25,250,958 24,963,620 22,356,524 21,898,954 20,207,880 18,422,675
Assets ....................... 44,395,900 41,446,488 41,589,512 37,092,266 35,180,173 33,135,051 28,301,971
Deposits ..................... 25,474,581 25,006,594 26,083,560 24,495,784 24,289,566 23,306,020 20,825,573
Short-term borrowings ........ 8,194,425 8,979,955 8,374,133 4,514,636 4,391,386 4,263,311 2,474,043
Long-term debt and convertible
subordinated notes ......... 4,894,342 2,543,739 1,976,272 3,236,090 2,305,341 1,795,069 1,781,708
Shareholders' equity ......... 4,436,129 3,907,742 4,077,031 3,795,054 3,358,540 3,135,413 2,658,637
RATIOS:
PROFITABILITY RATIOS:
Return on average assets ..... 1.87% 1.89% 1.68% 1.51% 1.57% 1.42% 1.47%
Return on average
shareholders' equity ....... 19.1% 18.9% 16.9% 15.4% 17.2% 15.3% 15.9%
Net interest margin .......... 3.77% 4.05% 3.99% 3.93% 3.86% 3.83% 3.76%
Overhead ratio(5) ............ 44.3% 44.3% 47.6% 51.1% 46.8% 51.4% 50.1%
Other operating income to
total income(6) ........... 40.3% 48.8% 38.4% 36.9% 33.2% 30.9% 30.6%
Dividend payout .............. 39.1% 35.9% 41.0% 39.8% 32.4% 33.6% 32.3%
CAPITAL RATIOS:
Average shareholders'
equity to average assets ... 9.83% 9.97% 9.95% 9.80% 9.16% 9.28% 9.24%
Tier 1 risk-adjusted
capital .................... 12.88% 13.15% 12.16% 12.47% 11.28% 11.84% 11.75%
Total risk-adjusted capital .. 14.71% 15.12% 14.00% 14.44% 13.44% 14.31% 14.67%
Tier 1 leverage .............. 9.99% 10.15% 9.81% 10.09% 9.15% 8.84% 9.28%
RATIO OF EARNINGS TO
FIXED CHARGES:(7)
Including deposit interest ... 1.70x 1.86x 1.76x 1.63x 1.61x 1.55x 1.55x
Excluding deposit interest ... 2.87x 3.38x 3.12x 3.00x 3.12x 3.23x 3.20x
CREDIT QUALITY RATIOS:
Reserve for credit losses to
nonperforming assets ....... 467.40% 385.64% 474.06% 364.44% 265.41% 228.08% 206.69%
Reserve for credit losses
to loans and leases
outstanding ................ 1.48% 1.48% 1.47% 1.48% 1.43% 1.41% 1.47%
Net charge-offs to average
loans and leases
outstanding ................ 0.26% 0.36% 0.36% 0.47% 0.43% 0.40% 0.23%
Nonperforming assets to loans,
leases and other real estate
owned ...................... 0.32% 0.38% 0.31% 0.41% 0.54% 0.62% 0.71%
</TABLE>
-----------------------------------
(1) Operating expenses for the first nine months of 2000 include
merger-related and special charges totaling $33.5 million pretax ($23.1
million after tax, or $.05 per diluted share). For comparability,
excluding the impact of these charges, return on average assets, return
on average equity and the overhead ratio were 1.94%, 19.8% and 42.6%,
respectively.
(2) Provision for credit losses and operating expenses for 1999 include
charges of $26.2 million and $82.1 million of pretax merger-related
charges ($83.8 million after tax, or $.18 per diluted share). For
comparability, excluding the impact of these charges, return on average
assets, return on average equity and the overhead ratio were 1.89%,
19.0% and 44.1%, respectively.
(3) Provision for credit losses and operating expenses for 1998 include
$16.7 million and $121.3 million of pretax merger-related charges
($98.7 million after tax, or $.21 per diluted share). For
comparability, excluding the impact of these charges, return on average
assets, return on average equity and the overhead ratio were 1.78%,
18.2% and 45.3%, respectively.
(4) Operating expenses for 1996 include the impact of the special SAIF
assessment of $49.6 million pretax ($31.3 million after tax, or $.07
per diluted share). For comparability, excluding the impact of this
assessment, return on average assets, return on average equity and the
overhead ratio were 1.52%, 16.3% and 48.3%, respectively.
(5) Operating expenses divided by the sum of taxable-equivalent net
interest income and other operating income.
(6) Other operating income excluding securities gains and losses as a
percent of net interest income and other operating income excluding
securities gains and losses.
(7) Earnings represent income before income taxes plus fixed charges. Fixed
charges include interest expense and the proportion deemed
representative of the interest factor of rental expense.
10
<PAGE> 12
USE OF PROCEEDS
Fifth Third will not receive any proceeds from the sale of the common
stock by the selling shareholders. See "Selling Shareholders."
SELLING SHAREHOLDERS
The shares of common stock offered hereby were issued to the selling
shareholders pursuant to the Agreement and Plan of Merger dated as of October 2,
2000 by and among Fifth Third, Resource Management, Inc., an Ohio corporation,
and certain of the selling shareholders. Pursuant to the merger agreement,
Resource Management merged with and into Fifth Third on January 2, 2001.
In the merger, Resource Management shareholders received an aggregate
of 471,032 shares of Fifth Third Common Stock.
Pursuant to the merger agreement, Fifth Third agreed to file with the
SEC a registration statement under the Securities Act and maintain its
effectiveness until the earlier of (1) one year after the merger, or (2) the
first date as of which all shares of common stock offered hereby have been sold
pursuant to the registration statement or otherwise cease to be registrable
shares. Under the terms of the merger agreement, Fifth Third has agreed to pay
all expenses incurred in connection with the registration of the shares of
common stock being sold by the selling shareholders; provided, however, that
Fifth Third will not pay any selling commissions, discounts, underwriting or
advisory fees, brokers' fees or fees of similar securities industry
professionals relating to the sale of the shares of common stock offered hereby.
Fifth Third has agreed to indemnify the selling shareholders against certain
liabilities, including liabilities under the Securities Act.
The following table sets forth certain information with respect to the
selling shareholders and the number of shares of common stock which may be sold
pursuant to this document. Prior to the effective time of the merger, no selling
shareholder held any positions or offices or had any other material
relationships with Fifth Third, or any of its predecessors or affiliates, during
the past three years.
11
<PAGE> 13
<TABLE>
<CAPTION>
Number of shares of common
Number of shares of common stock stock and percentage assuming
Name and address of Selling which may be sold pursuant to the sale of all shares offered
Shareholder this prospectus (1) pursuant to this prospectus
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Richard A. Barone 193,685 0%
1301 E. Ninth Street
36th Floor
Cleveland, OH 44114
Barone Legacy L.P. 7,825 0%
1301 E. Ninth Street
36th Floor
Cleveland, OH 44114
Maxus Foundation 1,956 0%
1301 E. Ninth Street
36th Floor
Cleveland, OH 44114
The Barone Family Trust 73,365 0%
2495 Manzanita Lane
Reno, NV 89509
Robert F. Pincus 19,564 0%
29870 Bolingbrook Road
Pepper Pike, OH 44124
Joshua Barone 6,847 0%
6290 Dog Hollow Court
Reno, NV 89509
Rebecca Barone Schneider 6,847 0%
236 Living Springs Place
Henderson, NV 89012
Sarah Barone Schwartz 6,847 0%
793 Delores Street
San Francisco, CA
Robert W. Curtin 2,347 0%
8480 Bridlehurst Trail
Kirtland, OH 44094
Fred D. DiSanto 50,118 0%
2921 Gatsby Lane
Willoughby Hills, OH 44092
DLJSC fbo Fred DiSanto IRA 377 0%
Box 2052
Jersey City, NJ 07303-9998
</TABLE>
12
<PAGE> 14
<TABLE>
<S> <C> <C>
Denis J. Amato 50,135 0%
3710 Cinnamon Way
Westlake, OH 44145
James G. Raimondo 15,470 0%
7785 Wilderness Drive
Mentor, OH 44060
DLJSC fbo James Raimondo IRA 1,591 0%
Box 2052
Jersey City, NJ 07303-9998
James M. Bernard 6,108 0%
19704 Winding Trail
Strongsville, OH 44149
McDonald & Co. fbo 2,544 0%
James Bernard IRA
800 Superior Avenue
Suite 2100
Cleveland, OH 44114-2603
Umberto P. Fideli 7,996 0%
P.O. Box 318003
Independence, OH 44131
Peter M. Klein 4,930 0%
1377 Lynn Park Drive
Cleveland Heights, OH 44121
Gladys Rodriguez 1,257 0%
19408 Hipple Avenue
Cleveland, OH 44135
DLJSC fbo Gladys Rodriguez IRA 382 0%
Box 2052
Jersey City, NJ 07303-9998
Key Trust of Ohio fbo Alan Schwartz IRA 1,599 0%
P.O. Box 5937
Cleveland, OH 44101-0937
DLJSC fbo Linda Schwartz IRA 1,599 0%
Box 2052
Jersey City, NJ 07303-9998
Robert J. Conrad 1,599 0%
1504 Stone Court
Westlake, OH 44145
Steven J. Varrone 967 0%
4995 Hawkins Road
Richfield, OH 44286
</TABLE>
13
<PAGE> 15
<TABLE>
<S> <C> <C>
McDonald & Co. fbo Steven Varrone IRA 510 0%
800 Superior Avenue,
Suite 2100
Cleveland, OH 44114-2603
Arthur & Carol Anton 4,567 0%
2246 Tudor Drive
Cleveland Heights, OH 44106-3210
</TABLE>
---------------
(1) The Commission has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or right to acquire
beneficial ownership of a security within 60 days. The number of shares
indicated are owned with sole voting and investment power unless otherwise
noted.
DESCRIPTION OF CAPITAL STOCK
Fifth Third is currently authorized to issue 650,000,000 shares of
Fifth Third common stock, no par value, and 500,000 shares of preferred stock,
no par value. As of January 19, 2001, Fifth Third had outstanding
________________ shares of Fifth Third common stock and no shares of Fifth
Third preferred stock. The following summary description of the capital stock
of Fifth Third does not purport to be complete and is qualified in its entirety
by reference to Fifth Third's articles of incorporation and code of
regulations.
COMMON STOCK
VOTING RIGHTS. Under Fifth Third's articles of incorporation, as
amended, the holders of common stock have no preemptive rights and the common
stock has no redemption, sinking fund, or conversion privileges. The holders of
Fifth Third common stock are entitled to one vote per share on all matters
submitted to a vote of stockholders. Fifth Third's code of regulations provides
for the division of its board of directors into three classes of approximately
equal size. Directors are elected for three-year terms, and the terms of office
of approximately one-third of the classified board of directors expire each
year. This classification of the board of Fifth Third may make it more difficult
for a shareholder to acquire immediate control of Fifth Third and remove
management by means of a hostile takeover. Since the terms of approximately
one-third of the incumbent directors expire each year, at least two annual
elections are necessary for the shareholders to replace a majority of directors,
whereas a majority of the directors of a non-classified board of directors may
be replaced in one annual meeting.
Fifth Third's articles of incorporation contain another potential
anti-takeover device. As stated above, Fifth Third is authorized to issue
500,000 shares of Fifth Third preferred stock, and its board of directors may
designate various characteristics and rights of Fifth Third preferred stock,
including conversion rights. Accordingly, as an anti-takeover measure, Fifth
Third's board of directors may authorize the conversion of shares of Fifth Third
preferred stock into any number of shares of Fifth Third common stock and thus
dilute the outstanding shares of Fifth Third common stock. Subject to the
board's fiduciary duties, Fifth Third could issue
14
<PAGE> 16
convertible preferred stock with the purpose or effect of deterring or
preventing a takeover of Fifth Third.
The holders of Fifth Third common stock have the right to vote
cumulatively in the election of directors. Under applicable Ohio law, unless a
corporation's articles of incorporation are amended to provide that no
shareholder of the corporation may cumulate his or her voting power, each
shareholder has the right to vote cumulatively in the election of directors of
the corporation if (1) written notice is given by any shareholder of the
corporation to the president, a vice president or the secretary of such
corporation, not less than forty-eight hours before the time fixed for holding
the meeting at which directors are to be elected, indicating that the
shareholder desires that voting for the election of directors be cumulative, and
(2) announcement of the giving of this notice is made upon the convening of the
meeting by the chairman or the secretary or by or on behalf of the shareholder
giving the notice. In this event, each shareholder will be entitled to cumulate
the voting power as he or she possesses and to give one nominee as many votes as
the number of directors to be elected multiplied by the number of his or her
shares, or to distribute these votes on the same principle among two or more
candidates, as each shareholder sees fit. The availability of cumulative voting
rights enhances the ability of minority shareholders to obtain representation on
the board of directors.
DIVIDENDS. Holders of Fifth Third common stock are entitled to
dividends as and when declared by the board of directors out of funds legally
available for the payment of dividends. Fifth Third has, in the past, declared
and paid dividends on a quarterly basis, and intends to continue to do so in the
immediate future in such amounts as its board of directors shall determine.
Most of the revenues of Fifth Third available for payment of dividends
derive from amounts paid to it by its subsidiaries. Under applicable banking
law, the total of all dividends declared in any calendar year by a national bank
or a state-chartered bank may not, without the approval of the Comptroller of
the Currency, the Federal Reserve Board, or the Federal Deposit Insurance
Corporation, as the case may be, exceed the aggregate of such bank's net profits
and retained net profits for the preceding two years. No affiliate of Fifth
Third has ever been prohibited from declaring dividends or restricted in paying
any dividends declared.
If, in the opinion of the applicable regulatory authority, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), the authority
may require, after notice and hearing, that the bank cease and desist from the
practice. The Federal Reserve Board has similar authority with respect to bank
holding companies. In addition, the Federal Reserve Board, the Comptroller of
the Currency and the Federal Deposit Insurance Corporation have issued policy
statements which provide that insured banks and bank holding companies should
generally only pay dividends out of current operating earnings. Finally, the
regulatory authorities have established guidelines with respect to the
maintenance of appropriate levels of capital by a bank, bank holding company or
savings association under their jurisdiction. Compliance with the standards set
forth in these guidelines could limit the amount of dividends which Fifth Third
and its affiliates may pay in the future.
15
<PAGE> 17
RIGHTS UPON LIQUIDATION. In the event of any liquidation, dissolution
or winding up of Fifth Third, so long as it has not issued preferred stock, the
holders of Fifth Third common stock would be entitled to receive, after payment
or provision for payment of all debts and liabilities of Fifth Third
(including the payment of all fees, taxes and other expenses incidental
thereto), the remaining assets of Fifth Third available for distribution. If
Fifth Third preferred stock is issued, the holders of Fifth Third preferred
stock may have priority over the holders of Fifth Third common stock in the
event of liquidation or dissolution.
PREFERRED STOCK
In connection with Fifth Third's acquisition of Old Kent Financial
Corporation, Fifth Third has agreed to issue 7,250 shares of its newly-created
series D preferred stock and 2,000 shares of its newly-created series E
preferred stock. The terms of such shares will be substantially identical to the
terms of the Old Kent's currently outstanding series D and series E preferred
stock. These series of preferred stock are described in the joint proxy
statement/prospectus relating to the special meetings of Fifth Third's and Old
Kent's shareholders in connection with that merger. Fifth Third will provide you
with a copy of the description of such series D and series E preferred stock
contained in such proxy statement upon your request delivered in accordance with
the procedures described under "Where You Can Find More Information."
Pursuant to Fifth Third's articles of incorporation the Fifth Third
board of directors may, without further action of Fifth Third's shareholders,
(a) divide into one or more new series the authorized shares of Fifth Third
preferred stock which have not previously been designated, (b) fix the number of
shares constituting any such new series, and (c) fix the dividend rates, payment
dates, whether dividend rights shall be cumulative or non-cumulative, conversion
rights, redemption rights (including sinking fund provisions) and liquidation
preferences. Except as otherwise provided by law, holders of any series of Fifth
Third preferred stock shall not be entitled to vote on any matter.
CHANGE OF CONTROL PROVISIONS
The articles of incorporation and code of regulations of Fifth Third
contain various provisions which could make more difficult a change-of-control
of Fifth Third or discourage a tender offer or other plan to restructure Fifth
Third. The ability of Fifth Third to issue shares of Fifth Third preferred stock
may have the effect of delaying, deferring or preventing a change-of-control of
Fifth Third. Fifth Third's classified board of directors may also make it more
difficult for a shareholder to acquire immediate control of Fifth Third.
Additionally, Ohio law contains provisions which would also make more difficult
a change-of-control of Fifth Third or discourage a tender offer or other plan to
restructure Fifth Third. The following discussion of some of these provisions is
qualified in its entirety by reference to those particular statutory and
regulatory provisions.
OHIO CONTROL SHARE ACQUISITION ACT. Section 1701.831 of the Ohio
Revised Code, the Ohio Control Share Acquisition Act, provides that any "control
share acquisition" of an Ohio issuing public corporation shall be made only with
the prior authorization of the shareholders of
16
<PAGE> 18
the issuing public corporation in accordance with the provisions of the Ohio
Control Share Acquisition Act. A "control share acquisition" is defined under
the Ohio Control Share Acquisition Act to mean the acquisition, directly or
indirectly, by any person of shares of an issuing public corporation that, when
added to all other shares of the issuing public corporation such person owns,
would entitle such person, directly or indirectly, to exercise voting power in
the election of directors within the following ranges: more than 20%; more than
33%; and a majority.
The Ohio Control Share Acquisition Act also requires that the acquiring
person must deliver an acquiring person statement to the Ohio issuing public
corporation. The Ohio issuing public corporation must then call a special
meeting of its shareholders to vote upon the proposed acquisition within 50 days
after receipt of such acquiring person statement, unless the acquiring person
agrees to a later date.
The Ohio Control Share Acquisition Act further specifies that the
shareholders of the Ohio issuing public corporation must approve the proposed
control share acquisition by certain percentages at a special meeting of
shareholders at which a quorum is present. In order to comply with the Ohio
Control Share Acquisition Act, the acquiring person may only acquire the shares
of the Ohio issuing public corporation upon the affirmative vote of (1) a
majority of the voting power of the shares of the Ohio issuing public
corporation common stock that is represented in person or by proxy at the
separate special meeting, and (2) a majority of the voting power of the shares
of the Ohio issuing public corporation common stock that is represented in
person or by proxy at the special meeting excluding those shares of the Ohio
issuing public corporation common stock deemed to be "interested shares" for
purposes of the Ohio Control Share Acquisition Act.
"Interested shares" are defined under the Ohio Control Share
Acquisition Act to mean shares in respect of which the voting power is
controlled by any of the following persons: (1) an acquiring person; (2) any
officer of the Ohio issuing public corporation; or (3) any employee who is also
a director of the Ohio issuing public corporation. "Interested shares" also
include shares of the Ohio issuing public corporation common stock that are
acquired by any person after the date of the first public disclosure of the
proposed merger and the date of the special meeting, if either: (a) the
aggregate consideration paid by such person, and any person acting in concert
with him for such shares of the Ohio issuing public corporation common stock
exceeds $250,000, or (b) the number of shares acquired by such person, and any
person acting in concert with him, exceeds one-half of one percent of the
outstanding shares of the Ohio issuing public corporation common stock.
OHIO MERGER MORATORIUM STATUTE. Chapter 1704 of the Ohio Revised Code
prohibits an issuing public corporation from engaging in certain transactions
with an interested shareholder for a period of three years following the date on
which the person became an interested shareholder unless, prior to such date,
the directors of the issuing public corporation approve either the transaction
or the acquisition of shares pursuant to which such person became an interested
shareholder. Fifth Third is an issuing public corporation for purposes of the
statute. An interested shareholder is any person who is the beneficial owner of
a sufficient number of shares to allow such person, directly or indirectly,
alone or with others, including affiliates and
17
<PAGE> 19
associates, to exercise or direct the exercise of 10% of the voting power of the
issuing public corporation in the election of directors.
The transactions restricted by Chapter 1704 include:
- any merger, consolidation, combination, or majority share
acquisition between or involving an issuing public corporation
and an interested shareholder or an affiliate or associate of
an interested shareholder;
- certain transfers of property, dividends, and issuance or
transfers of shares, from or by an issuing public corporation
or a subsidiary of an issuing public corporation to, with, or
for the benefit of an interested shareholder or an affiliate
or associate of an interested shareholder unless such
transaction is in the ordinary course of business of the
issuing public corporation on terms no more favorable to the
interested shareholder than those acceptable to third parties
as demonstrated by contemporaneous transactions; and
- certain transactions which (1) increase the proportionate
share ownership of an interested shareholder, (2) result in
the adoption of a plan or proposal for the dissolution,
winding up of the affairs, or liquidation of the issuing
public corporation if such plan is proposed by or on behalf of
the interested shareholder, or (3) pledge or extend the credit
or financial resources of the issuing public corporation to or
for the benefit of the interested shareholder.
After the initial three-year moratorium has expired, an issuing public
corporation may engage in a transaction subject to Chapter 1704 if: (1) the
acquisition of shares pursuant to which the person became an interested
shareholder received the prior approval of the board of directors of the issuing
public corporation, (2) the transaction subject to Chapter 1704 is approved by
the affirmative vote of the holders of shares representing at least two-thirds
of the voting power of the issuing public corporation and by the holders of
shares representing at least a majority of voting shares which are not
beneficially owned by an interested shareholder or an affiliate or associate of
an interested shareholder, or (3) the transaction subject to Chapter 1704 meets
certain statutory tests designed to ensure that it be economically fair to all
shareholders.
OHIO TENDER OFFER PROCEDURES. Ohio law also provides that an offeror
may not make a tender offer or request an invitation for tenders that would
result in the offeror beneficially owning more than 10% of any class of the
target company's equity securities unless such offeror files certain information
with the Ohio Division of Securities and provides such information to the target
company and the offerees within Ohio. The Ohio Division of Securities may
suspend the continuation of the control bid if it determines that the offeror's
filed information does not provide full disclosure to the offerees of all
material information concerning the control bid. The statute also provides that
an offeror may not acquire any equity security of a target company within two
years of the offeror's previous acquisition of any equity security of the same
target company pursuant to a control bid unless the Ohio offerees may sell such
security to the offeror on substantially the same terms as provided by the
previous control bid. The statute does not
18
<PAGE> 20
apply to a transaction if either the offeror or the target company is a savings
and loan or bank holding company and the proposed transaction requires federal
regulatory approval.
DISSENTER'S RIGHTS. Under Ohio law, shareholders have the right to
dissent from certain corporate actions and receive the fair cash value for their
shares if they follow certain procedures. Shareholders entitled to relief as
dissenting shareholders under Ohio law are:
- shareholders of an Ohio corporation dissenting from certain
amendments to the corporation's articles of incorporation;
- shareholders of an Ohio corporation that is being merged or
consolidated into a surviving or new entity;
- shareholders of a surviving Ohio corporation to a merger who
are entitled to vote on the adoption of an agreement of merger
(but only as to the shares so entitling them to vote);
- shareholders, other than the parent corporation, of an Ohio
subsidiary corporation that is being merged into its parent
corporation;
- shareholders of an acquiring corporation in a combination or a
majority share acquisition who are entitled to vote on such
transaction (but only as to the shares so entitling them to
vote); and
- shareholders of a domestic subsidiary corporation into which
one or more domestic or foreign corporations are being merged.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is Fifth Third
Bank, Cincinnati, Ohio.
19
<PAGE> 21
PLAN OF DISTRIBUTION
The selling shareholders named in this document and other persons
described below may offer these shares for sale. Additional persons may be named
or described in one or more amendments or supplements to this document. Offers
and sales of these shares may be subject to certain delay periods described
below. Under the merger agreement, Fifth Third is required to maintain the
effectiveness of the registration statement to which this document relates until
the earlier of (1) one year after the merger of Resource Management into Fifth
Third, or (2) the first date as of which all registrable shares have been sold
pursuant to the registration statement or otherwise cease to be registrable
shares.
Under the terms of the merger agreement, Fifth Third may suspend the
use of the registration statement during such period that Fifth Third's
executive officers and directors are required to refrain from making offers and
sales of Fifth Third common stock. The period of time Fifth Third is required to
maintain the effectiveness of the registration statement will be extended for a
period of time equal to all of the delay periods unless all of the shares of
common stock offered hereby have been sold pursuant to the registration
statement or otherwise cease to be registrable shares at an earlier time. Fifth
Third shall provide written notice to each selling shareholder at the beginning
and end of each delay period.
Subject in all cases to the restrictions in the merger agreement
described above, any distribution hereunder of the common stock by the selling
shareholders may be effected from time to time in one or more of the following
transactions: (1) through brokers, acting as principal or agent, in transactions
(which may involve block transactions) on the Nasdaq National Market or
otherwise, at market prices obtainable at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices, (2) to
underwriters who will acquire shares of common stock for their own account and
resell such shares in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time), (3)
directly or through brokers or agents in private sales at negotiated prices, (4)
to lenders pledged as collateral to secure loans, credit or other financing
arrangements and any subsequent foreclosure, if any, thereunder, (5) to or
through trusts created by the selling shareholders, or (6) by any other legally
available means. Also, offers to purchase the common stock may be solicited by
agents designated by the selling shareholders from time to time. Underwriters or
other agents participating in an offering made pursuant to this document (as
amended or supplemented from time to time) may receive underwriting discounts
and commissions under the Securities Act, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
In connection with distributions of the shares of common stock offered
hereby or otherwise, the selling shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of the shares of common stock offered hereby in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders may also sell short and redeliver the shares to close out such
short portions. The
20
<PAGE> 22
selling shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of the shares of common stock
offered hereby, which shares such broker-dealer or other financial institution,
may resell pursuant to this document (as supplemented or amended to reflect such
transaction). The selling shareholders may also pledge the shares of common
stock offered hereby to a broker-dealer or other financial institution and, upon
a default, such broker-dealer or other financial institution may effect sales of
the pledged common stock pursuant to this document (as supplemented or amended
to reflect such transaction).
UNDERWRITERS. Certain costs, expenses and fees in connection with the
registration of the shares of common stock offered hereby will be borne by Fifth
Third. Commissions, discounts, underwriting or advisory fees, broker's fees and
transfer taxes, if any, attributable to the sales of the shares of common stock
offered hereby will be borne by the selling shareholders. The selling
shareholders have agreed to indemnify Fifth Third, each of its directors and
officers, and each person, if any, who controls Fifth Third within the meaning
of the Securities Act, against certain liabilities in connection with the
offering of the shares of common stock offered hereby pursuant to this document,
including liabilities arising under the Securities Act. In addition, Fifth Third
has agreed to indemnify the selling shareholders against certain liabilities in
connection with the offering of the shares of common stock pursuant to this
document, including liabilities arising under the Securities Act.
Brokers, dealers and other persons who sell these shares may be deemed
to be "underwriters" for purposes of the Securities Act of 1933. However, no one
has conceded that they will be acting as an "underwriter" in selling these
shares.
This document may be amended and supplemented from time to time to
describe a specific plan of distribution. In addition, any securities covered by
this document which qualify for sale pursuant to Rule 145 may be sold under Rule
145 rather than pursuant to this document.
LEGAL MATTERS
Counsel employed by Fifth Third has rendered his opinion that the
shares of common stock offered hereby are validly authorized and legally issued.
EXPERTS
The consolidated financial statements incorporated in this document by
reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year
ended December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
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<PAGE> 23
WHERE YOU CAN FIND MORE INFORMATION
Fifth Third files annual, quarterly and special reports, proxy
statements and other information with the SEC. Shareholders may read and copy
reports, proxy statements and other information filed by Fifth Third at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549;
7 World Trade Center, 13th Floor, New York, New York 10048; or Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call the SEC at 1-800-SEC-0330 for further information about
the public reference rooms. Fifth Third's reports, proxy statements and other
information are also available from commercial document retrieval services and
at the SEC's website located at http://www.sec.gov.
Fifth Third has filed a registration statement to register with the SEC
the shares of common stock offered hereby. This document is part of that
registration statement and constitutes a prospectus of Fifth Third.
As allowed by SEC rules, this document does not contain all the
information that shareholders can find in the Fifth Third registration statement
or the exhibits to the Fifth Third registration statement.
The SEC allows Fifth Third to "incorporate by reference" information
into this document, which means that they can disclose important information to
shareholders by referring them to another document filed separately with the
SEC. The information incorporated by reference is deemed to be part of this
document, except for any information superseded by information contained
directly in the other document.
This document incorporates by reference the documents set forth below:
X Fifth Third's Annual Report on Form 10-K for the year ended December
31, 1999;
X Fifth Third's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2000;
X Fifth Third's Current Reports on Form 8-K filed with the SEC on June
21, July 17 and November 20, 2000; and
X Fifth Third's Proxy Statement dated February 9, 2000.
Additional documents that Fifth Third may file with the SEC between the
date of this Document and the date of the sale of the shares of common stock
offered hereby are also incorporated by reference. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from
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<PAGE> 24
Paul L. Reynolds, Executive Vice President and Assistant Secretary, Fifth Third
Bancorp, Fifth Third Center, Cincinnati, Ohio 45263 (telephone number: (513)
579-5300).
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF FIFTH THIRD COMMON STOCK OFFERED HEREBY. NO ONE
HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED IN THIS DOCUMENT. THIS DOCUMENT IS DATED ___________, 2001. YOU SHOULD
NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT TO NOR THE
SALE OF FIFTH THIRD COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.
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<PAGE> 25
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the fees and expenses (all
but the SEC fees are estimates) in connection with the issuance and distribution
of the shares of common stock being registered hereunder. All such fees and
expenses shall be borne by Fifth Third except for underwriting discounts and
commissions and transfer taxes, if any, with respect to any shares being sold by
the selling shareholders.
<TABLE>
<S> <C>
Commission Registration Fees...................................... $ 6,499.07
Nasdaq National Market Listing Fee................................ -0-
Blue Sky fees and expenses........................................ -0-
Printing and engraving expenses................................... 500.00
Transfer agent and registrar fee and expenses..................... -0-
Attorneys fees and expenses....................................... 10,000.00
Accounting fees and expenses...................................... 4,500.00
Miscellaneous..................................................... 516.00
----------
Total................................................... $22,015.07
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation
may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful. Section 1701.13(E)(2) further specifies that a corporation may
indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation,
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<PAGE> 26
or is or was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made in respect of (a)
any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court of common pleas or
the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets.
In addition, Section 1701.13(E) requires a corporation to pay any
expenses, including attorney's fees, of a director in defending an action, suit,
or proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (1) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (2) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Fifth Third.
The code of regulations of Fifth Third provides that Fifth Third shall
indemnify each director and each officer of Fifth Third, and each person
employed by Fifth Third who serves at the written request of the President of
Fifth Third as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, to the full extent
permitted by Ohio law. Fifth Third may indemnify assistant officers, employees
and others by action of the Board of Directors to the extent permitted by Ohio
law.
Fifth Third carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Document Exhibit
--------------------------------------------------------------------------------
Opinion of Counsel employed by Fifth Third Bancorp* 5.1
Consent of Counsel employed by Fifth Third Bancorp 23.1
(included in Exhibit 5.1)
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<PAGE> 27
Consent of Deloitte & Touche LLP 23.2
A power of attorney where various individuals authorize 24.1
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith is contained on the first page of
the signature pages following Part II of this Registration
Statement
-----------------------
*To be filed by Amendment.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of the
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to
the Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Fifth Third pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
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<PAGE> 28
(2)That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on January 17, 2001.
FIFTH THIRD BANCORP
By: /s/ GEORGE A. SCHAEFER, JR.
-------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he might or could do in person, and does
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: January 17, 2001
-------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: January 17, 2001
-------------------------------------
Neal E. Arnold
Chief Financial Officer, Executive
Vice President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: January 17, 2001
-------------------------------------
Roger W. Dean
Controller
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<PAGE> 30
Directors of the Company:
/s/ DARRYL F. ALLEN Date: January 17, 2001
-------------------------------------
Darryl F. Allen
/s/ JOHN F. BARRETT Date: January 17, 2001
-------------------------------------
John F. Barrett
/s/ GERALD V. DIRVIN Date: January 17, 2001
-------------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL Date: January 17, 2001
-------------------------------------
Thomas B. Donnell
-------------------------------------
Richard T. Farmer
-------------------------------------
Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE Date: January 17, 2001
-------------------------------------
Joan R. Herschede
/s/ ALLEN M. HILL Date: January 17, 2001
-------------------------------------
Allen M. Hill
-------------------------------------
William G. Kagler
-------------------------------------
James D. Kiggen
/s/ ROBERT L. KOCH, II Date: January 17, 2001
-------------------------------------
Robert L. Koch, II
-------------------------------------
Mitchel D. Livingston, Ph.D.
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-------------------------------------
Robert B. Morgan
-------------------------------------
David E. Reese
-------------------------------------
James E. Rogers
/s/ BRIAN H. ROWE Date: January 17, 2001
-------------------------------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: January 17, 2001
-------------------------------------
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR. Date: January 17, 2001
-------------------------------------
John J. Schiff, Jr.
-------------------------------------
Donald B. Shackelford
-------------------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT Date: January 17, 2001
-------------------------------------
Dudley S. Taft
/s/ THOMAS W. TRAYLOR Date: January 17, 2001
-------------------------------------
Thomas W. Traylor
II-7
