-----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, PhnTiLPwEFDBwiAniz21awIesiwffzjayBuj4vUvFJzdg6rMs6fVbMM7aefqXWE5 Rm7Vs3t5JKqlx7YXaA8tfA== 0000035527-04-000144.txt : 20041221 0000035527-04-000144.hdr.sgml : 20041221 20041221163941 ACCESSION NUMBER: 0000035527-04-000144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041217 FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041221 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER MICHAEL D CENTRAL INDEX KEY: 0001195804 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 041217846 BUSINESS ADDRESS: STREET 1: FIFTH THIRD BANCORP STREET 2: 38 FOUNTAIN SQ. CITY: CINCINNATI STATE: OH ZIP: 45263 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-12-17 0000035527 FIFTH THIRD BANCORP FITB 0001195804 BAKER MICHAEL D 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 0 1 0 0 Executive Vice President Contract 2004-12-17 4 J 0 1 A Common Stock 54000 1 I by Trust On December 17, 2004 (the "Trade Date"), the reporting person's spouse, through a revocable trust (the "Trust") of which she is the grantor, entered into a variable prepaid forward contract ("VPF Agreement") with an unrelated third party (the "Buyer") relating to 54,000 shares of Common Stock. Under the VPF Agreement, the Trust has agreed to sell the shares in accordance with footnotes 2 and 3 below. The transaction will be settled in one tranche on January 18, 2008 (the number of shares of Common Stock with respect to which settlement relates being the "Base Amount"). The Trust will receive a prepayment from the Buyer in the amount of $2,029,076.58 within 3 business days of the Trade Date. Such proceeds are to be used for tax planning 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 3 below. If the "Settlement Price" (a market-based price 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). This transaction has an Upside Limit of $61.2797 and a Hedged Value of $47.1382. A revocable trust of which the reporting person's spouse is the grantor. Paul L. Reynolds, Attorney-in-Fact for Michael D. Baker 2004-12-21 -----END PRIVACY-ENHANCED MESSAGE-----