<PAGE> 1
------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response... 14.90
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
Zebra Technologies Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, Without Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
989207105
- -------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (2/92) Page 1 of 5 pages
<PAGE> 2
- ----------------------------- ---------------------
CUSIP NO. 989207105 13G Page 2 of 5 Pages
---------- ----- -----
- ----------------------------- ---------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bank
31-0854433
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 778,973
BENEFICIALLY ------- -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 450
PERSON ------- -------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
773,920
------- -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
14,100
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
788,020
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.05%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
<PAGE> 3
Zebra Technologies Corporation Page 3 of 5
989207105
Item 1 (a) Name of Issuer:
Zebra Technologies Corporation
Item 1 (b) Address of Issuer's Principal Executive Office:
333 Corporate Woods Parkway
Vernon Hills, Illinois 60061
Item 2 (a) - (c) Names, Addresses & Citizenship of Persons Filing:
Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Item 2 (d) Title of Class of Securities:
Common Shares, without par value
Item 2 (e) CUSIP Number:
989207105
Item 3 Fifth Third Bank is filing in accordance with
Section 240.13 (d-1) (b) (ii) (G) of the Exchange
Act Rules.
Item 4 Ownership:
This report relates to beneficial holdings by Fifth
Third Bank, of an aggregate of 788,020 outstanding
shares of the Common Stock of Zebra Technologies
Cororation, no par value.
The following tabulations set forth the shares with
respect of which voting rights are held or shared
and those shares to which there is the power of
disposal.
(a) Amount Beneficially Owned:
Fifth Third Bank, through fiduciary accounts, has neither
voting power nor dispositive power with respect to 502,241
shares and are not deemed to be beneficially owned.
The following are held in fiduciary accounts and are deemed
to be beneficially owned:
<PAGE> 4
Zebra Technologies Corporation Page 4 of 5
989207105
Powers: No. of Shares
Full voting; full dispositive 773,920
Full voting; shared dispositive 5,053
Full voting; no dispositive 0
Shared voting; full dispositive 0
Shared voting; shared dispositive 450
Shared voting; no dispositive 0
No voting; full dispositive 0
No voting; shared dispositive 8,597
No voting; no dispositive 502,241
(b) Percentage of Class:
Fifth Third Bank has aggregate beneficial ownership of 4.05%.
(c) Number of Shares as to which such Person has:
(i) Sole Power to Vote or to Direct
the Vote 778,973
(ii) Shared Power to Vote or to Direct
the Vote 450
(iii) Sole Power to Dispose or to Direct
the Disposition of 773,920
(iv) Shared Power to Dispose or to Direct
the disposition of 14,100
Item 5 Ownership of Five Percent or Less
of a Class.
THIS STATEMENT IS BEING FILED TO REPORT THE FACT
THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS
CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE
PERCENT OF THE CLASS OF SECURITIES.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary
which acquired the Security being Reported on by
the Bank.
Fifth Third Bank is filing this schedule in
accordance with Section 240.13 (d-1)(b) (ii) (G) of the
Exchange Act Rules, none of which hold more than 5% of the outstanding stock of
the Issuer.
List of Banks Federal Tax ID Number Item 3 Classification
----------------- --------------------- ---------------------
Fifth Third Bank 31-0854433 BK
<PAGE> 5
Zebra Technologies Corporation Page 5 of 5
989207105
Items 8-9 Not Applicable
Item 10 Certification
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
FEBRUARY 10, 1999
- -----------------
Date
THE FIFTH THIRD BANK
By: MICHAEL K. KEATING
---------------------------
Name: Michael K. Keating
-------------------------
Title: Executive Vice President
