-----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, Amc6r1q+nJfL7jOBjqOjQ564k6i6dBcr1ZhBBX3z6cZuZP7Ff9nKC7FPewZSwZaW E+k/mzqHEZiKYu2iUCnEpA== 0000035527-04-000116.txt : 20040903 0000035527-04-000116.hdr.sgml : 20040903 20040903164227 ACCESSION NUMBER: 0000035527-04-000116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040901 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KING ROBERT J JR CENTRAL INDEX KEY: 0001200124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 041017272 MAIL ADDRESS: STREET 1: FIFTH THIRD BANCORP STREET 2: 38 FOUNTAIN SQ PLZ 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 2004-09-01 0000035527 FIFTH THIRD BANCORP FITB 0001200124 KING ROBERT J JR 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 Executive Vice President Common Stock 2004-08-24 5 G 0 155505 D 0 D Common Stock 2004-08-24 5 G 0 155505 A 155505 I by Trust Common Stock 8775 I by Children Common Stock 12375 I by Spouse Contract 2004-09-01 4 J 0 1 A Common Stock 120000 1 I by Trust Transfer of shares to a trust of which the reporting person is the trustee. This transaction is a gift in which the transaction price is not required to be reported. Trust of which the reporting person is the trustee. On September 1, 2004 (the "Trade Date"), the reporting person, through a trust (the "Trust") of which he is the trustee, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 120,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the Trust has agreed to sell the shares in accordance with footnotes 5 and 6 below. The transaction will be settled on September 4, 2007. The LP will receive a prepayment from the Buyer in the amount of $4,727,136 within 3 business days of the Trade Date. Such proceeds are to be used for tax and estate planning purposes. On the settlement date, the Trust, 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 and (B) the Settlement Ratio, 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 Trust may elect cash settlement. The Settlement Ratio is determined as outlined in footnote 6 below. If the "Settlement Price" (a market-based price 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). This transaction has an Upside Limit of $63.6598 and a Hedged Value of $48.9691. Paul L. Reynolds, as Attorney-in-Fact for Robert J. King, Jr. 2004-09-03 -----END PRIVACY-ENHANCED MESSAGE-----