-----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, SSvNjNKrYsKX25LhHbZqwGj4mAkOyFQFYg7mRptITv1h9IlyMQVhX2/p2CF7YhGZ nwBDwvztRxT6r0ruSjMMBQ== 0000035527-04-000103.txt : 20040806 0000035527-04-000103.hdr.sgml : 20040806 20040806163041 ACCESSION NUMBER: 0000035527-04-000103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040804 FILED AS OF DATE: 20040806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIEHAUS ROBERT P CENTRAL INDEX KEY: 0001195808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 04958455 BUSINESS ADDRESS: STREET 1: FIFTH THIRD BANCORP STREET 2: 38 FOUNTAIN SQ. CITY: CINCINNATI STATE: OH ZIP: 45263 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-08-04 0000035527 FIFTH THIRD BANCORP FITB 0001195808 NIEHAUS ROBERT P 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 Executive Vice President Contract 2004-08-04 4 J 0 1 A Common Stock 150000 1 I by LP On August 4, 2004 (the "Trade Date"), the reporting person, through a family limited partnership (the "LP") of which he and his spouse are the only partners, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 150,000 shares of Common Stock. Under the VPF Agreement, the LP has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in two equal tranches on August 6, 2007 with respect to tranche 1 and February 18, 2008 with respect to tranche 2 (the number of shares of Common Stock with respect to which each settlement relates being the "Base Amount" for that tranche). The LP will receive a prepayment from the Buyer in the amount of $5,814,052.50 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning, charitable contribution, and estate planning purposes. On each settlement date, the LP, unless it has elected cash settlement as described in the following sentence, will deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount for such tranche and (B) the Settlement Ratio for such tranche, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the LP may elect cash settlement for any tranche. The Settlement Ratio for each tranche is determined as outlined in footnote 3 below. If the "Settlement Price" (a market-based price for each tranche as determined under the terms of the VPF Agreement) is less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio shall be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price is equal to or greater than the Upside Limit, the Settlement Ratio shall be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price is equal to or less the Hedged Value, the Settlement Ratio shall be one (1). Each tranche has an Upside Limit of $63.1963 and a Hedged Value of $48.6125. A family limited partnership of which the reporting person and his spouse are the only partners. Paul L. Reynolds, Attorney-in-Fact for Robert P. Niehaus 2004-08-05 -----END PRIVACY-ENHANCED MESSAGE-----