-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVKUv6ew5Fq5upxWsuQsGAlYwqav6lhFiGs3sHXm38zXJx/Q11HdfRbrXSWM/VGh 2RrtRPWGUduGCvXcOzDHHA== 0000950152-00-001134.txt : 20000216 0000950152-00-001134.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950152-00-001134 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-18024 FILM NUMBER: 545631 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 SC 13G/A 1 FIFTH THIRD BANCORP/FIFTH THIRD BANCORP AMD#21 1 -------------------------- OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response_14.99 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 21)* Fifth Third Bancorp --------------------------------------------- (Name of Issuer) Common Shares, Without Par Value --------------------------------------------- (Title of Class of Securities) 316773100 --------------------------------------------- (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). Page 1 of 5 pages 2 - ------------------------------------ --------------------------- CUSIP NO. 316773100 13G Page 2 of 5 Pages ---------- ----- ----- - ------------------------------------ --------------------------- - ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fifth Third Bancorp 31-0854434 - ---------- -------------------------------------------------------------------- 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 As to all matters, including election of SHARES directors 4,598,995 BENEFICIALLY As to all matters, other than election of OWNED BY directors 1,182,654 EACH REPORTING PERSON WITH ------- ---------------------------------------------------- 6 SHARED VOTING POWER As to all matters, including election of directors -0- ------- ---------------------------------------------------- 7 SOLE DISPOSITIVE POWER 6,796,155 ------- ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,464,663 - ---------- -------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,827,434 - ---------- -------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10,029,205 shares, with respect to which the reporting person has neither voting nor dispositive rights, are excluded. - ---------- -------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.86% - ---------- -------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC - ---------- -------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 pages 3 Fifth Third Bancorp Page 3 of 5 316773100 Item 1 (a) Name of Issuer: Fifth Third Bancorp Item 1 (b) Address of Issuer's Principal Executive Office: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Item 2 (a) - (c) Names, Addresses & Citizenship of Persons Filing: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 Item 2 (d) Title of Class of Securities: Common Stock, without par value Item 2 (e) CUSIP Number: 316773100 Item 3 Fifth Third Bancorp is filing as a parent holding company 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 Bancorp, through several of its banking subsidiaries, of an aggregate of 8,827,434 outstanding shares of the Common Stock of Fifth Third Bancorp, no par value. Note: Effective for shareholders of record on December 31, 1999 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. It should be noted that the Ohio statutory and case law preclude voting of Bank subsidiary-held shares for Fifth Third Bancorp directors in certain instances and accordingly, creates the difference in voting rights as to the election of directors and other matters as shown by the following tabulation: (a) Amount Beneficially Owned: Fifth Third Bancorp subsidiaries have neither voting power nor dispositive power with respect to 10,029,205 shares of Fifth Third Bancorp stock. The remaining 8,827,434 shares of the outstanding stock held by Fifth Third Bancorp subsidiaries may be deemed beneficially held. The following are held in fiduciary accounts in Bancorp's banking subsidiaries and are deemed to be beneficially owned: 4 Fifth Third Bancorp Page 4 of 5 316773100 (b) Percentage of Class: Fifth Third Bancorp has aggregate beneficial ownership of 2.86%.
(c) Number of Shares as to which such Person has: For all matters, For all matters, including elec- other than elec- tion of Directors tion of Directors (i) Sole Power to Vote or to Direct the Vote 4,598,995 1,182,654 (ii) Shared Power to Vote or to Direct the Vote 0 0 (iii) Sole Power to Dispose or to direct the disposition of 6,796,155 0 (iv) Shared Power to Dispose or to direct the disposition of 1,464,663 0
Item 5 Ownership of Five Percent or Less of a Class. Fifth Third Bancorp holds beneficial rights with respect to less than 5% of the issuing stock. 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 Parent Holding Company. Fifth Third Bancorp, as parent holding company of the banking subsidiaries listed below, has filed this schedule. The subsidiaries are filing 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 Banking Subsidiaries Federal Tax ID Number Item 3 Classification ---------------------------- --------------------- --------------------- Fifth Third Bank 31-0854433 BK Fifth Third Bank of Columbus 31-1137357 BK Fifth Third Bank of Northwestern Ohio 34-4208980 BK Fifth Third Bank of Florida 59-3085783 BK Fifth Third Bank of Northern Kentucky, Inc. 61-0335110 BK
5 Fifth Third Bancorp Page 5 of 5 316773100 Fifth Third Bank of Central Indiana 35-0545660 BK Fifth Third Bank of Western Ohio 31-0676865 BK Fifth Third Bank of Kentucky, Inc. 61-0290030 BK Fifth Third Bank of Northeastern Ohio 34-1796329 BK Fifth Third Bank of Southern Ohio 31-1005680 BK CNB Bancshares, Inc. 35-1568731 BK
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, 2000 - ----------------- Date THE FIFTH THIRD BANCORP By: MICHAEL K. KEATING ----------------------- Name: Michael K. Keating ------------------------ Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----