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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 24, 2000
CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Ohio 000-21680 34-1588902
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5520 Monroe Street, Sylvania, Ohio 43560
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 885-7379
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Not Applicable
(Former name or address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Capital Holdings, Inc. ("Company") executed an Affiliation Agreement
("Agreement") with Fifth Third Bancorp ("Fifth Third") dated October 24, 2000.
Under the terms of the Agreement, shareholders of the Company will receive .638
shares of Fifth Third common stock for each share of the Company on the
effective date of the merger of the Company with and into Fifth Third (the
"Merger").
The Company is a one bank holding company headquartered in Sylvania, Ohio. Fifth
Third is a financial holding company headquartered in Cincinnati, Ohio.
The Merger is intended to qualify as a tax free reorganization within the
meaning of Section 368 (a)(1)(A) of the Internal Revenue Code and will be
accounted for under the purchase method of accounting. The Merger is subject to
approval by the shareholders of the Company and is subject to certain regulatory
approvals. Following the Merger, and upon the receipt of all necessary
regulatory approvals, the Company's sole operating subsidiary, Capital Bank,
N.A. will be merged with and into Fifth Third's banking subsidiary, Fifth Third
Bank, Western Ohio.
Exhibits.
2 Affiliation Agreement (excluding exhibits) dated October 24, 2000.
99.1 Text of Press Release, dated October 25, 2000, issued by Fifth Third
and the Company.
99.2 Text of Shareholder letter mailed to the Company's shareholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Capital Holdings, Inc.
Dated: 11/7/00 /s/ David L. Mead
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David L. Mead
Senior Vice President and Chief Financial Officer
