-----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, EwnVZhjOmxyQijBwnwtyL1dOs8PuC222SC7QR9eLgUfINuinqIXVafu9KKNJfOef XCy+OwbH84pk9PVQzbDwnw== 0000950152-05-006799.txt : 20050810 0000950152-05-006799.hdr.sgml : 20050810 20050810091440 ACCESSION NUMBER: 0000950152-05-006799 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 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: 1934 Act SEC FILE NUMBER: 005-18309 FILM NUMBER: 051011902 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 l15525asc13gza.txt FIFTH THIRD BANCORP SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Fifth Third Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 316773100 - -------------------------------------------------------------------------------- (CUSIP Number) July 31, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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. Fifth Third Bank is the successor to Old Kent Bank. Fifth Third Financial Corporation is the successor to Old Kent Financial Corporation. 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. Page 1 of 7 pages CUSIP No. 316773100 Schedule 13G Page 2 of 7 Pages (1) Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) FIFTH THIRD BANCORP 31-0854434 (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] (3) SEC Use Only (4) Citizenship or Place of Organization OHIO This report relates to beneficial holdings by Fifth Third Bancorp, through several of its subsidiaries, of outstanding shares of the Common Stock of the Issuer. The following tabulations set forth the shares with respect of which voting rights are held or shared and those shares to which there is dispositive power. The following are held in fiduciary accounts in Fifth Third Bancorp's subsidiaries and are deemed beneficially owned: Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 21,186,413 shares (6) Shared Voting Power 983,974 shares (7) Sole Dispositive Power 17,059,269 shares (8) Shared Dispositive Power 1,778,306 shares (9) Aggregate Amount Beneficially Owned by Each Reporting Person 27,497,535 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [X] Fifth Third Bancorp, through fiduciary accounts held in its subsidiaries, has neither voting power nor dispositive power with respect to an additional 75,628,286 shares which are not deemed to be beneficially owned. (11) Percent of Class Represented by Amount in Row 9 4.95% (12) Type of Reporting Person* HC Securities and Exchange Commission Schedule 13G Page 3 of 7 pages ITEM 1(A). NAME OF ISSUER: Fifth Third Bancorp ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 38 Fountain Square Plaza Cincinnati, OH 45263 ITEM 2(A). NAME OF PERSON FILING: Fifth Third Bancorp ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Fifth Third Center, Cincinnati, Ohio 45263 ITEM 2(C). CITIZENSHIP: Ohio ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E). CUSIP NUMBER: 316773100 Securities and Exchange Commission Schedule 13G Page 4 of 7 pages ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Securities and Exchange Commission Schedule 13G Page 5 of 7 pages ITEM 4. OWNERSHIP This report relates to beneficial holdings by Fifth Third Bancorp, through several of its subsidiaries, of outstanding shares of the Common Stock of the Issuer. The following tabulations set forth the shares with respect of which voting rights are held or shared and those shares to which there is dispositive power. The following are held in fiduciary accounts in Fifth Third Bancorp's subsidiaries and are deemed beneficially owned: (a) Amount Beneficially Owned: 27,497,535 shares (b) Percent of Class: 4.95% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 21,186,413 shares (ii) Shared power to vote or to direct the vote 983,974 shares (iii Sole power to dispose or to direct the disposition of 17,059,269 shares (iv) Shared power to dispose or to direct the disposition of 1,778,306 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If 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, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON n/a Securities and Exchange Commission Schedule 13G Page 6 of 7 pages 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 subsidiaries listed below, has filed this schedule. The subsidiaries are filing in accordance with Rule 13d-1(b)(1)(ii)(G). Subsidiary Item 3 Classification ------------------------------------------------------------------- Fifth Third Bank Bank Fifth Third Bank (Tennessee) Bank Fifth Third Bank (Michigan) Bank Fifth Third Asset Management, Inc. Investment Adviser ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable Securities and Exchange Commission Schedule 13G Page 7 of 7 pages ITEM 10. CERTIFICATIONS By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct Fifth Third Bancorp Neal E. Arnold August 10, 2005 ------------------------------------------------------------- Executive Vice President, CFO Today's Date Fifth Third Bancorp -----END PRIVACY-ENHANCED MESSAGE-----