-----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, Mnf+BKcFR8ItM+34U28sGm1MxwrwuMeWP1j3KoKa80+987Mx5nWl89QGkZNAvr71 +YBx8js0zBinqeR4E+NiBA== /in/edgar/work/20000830/0000898080-00-000304/0000898080-00-000304.txt : 20000922 0000898080-00-000304.hdr.sgml : 20000922 ACCESSION NUMBER: 0000898080-00-000304 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000830 GROUP MEMBERS: THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY GROUP MEMBERS: WASLIC COMPANY II GROUP MEMBERS: WESTERN & SOUTHERN LIFE INSURANCE CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-18024 FILM NUMBER: 713356 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: WESTERN & SOUTHERN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000784940 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 310487145 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 BROADWAY CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136291800 MAIL ADDRESS: STREET 1: 400 BROADWAY CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D/A 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* FIFTH THIRD BANCORP. -------------------- (Name of issuer) Common Stock ------------ (Title of Class of Securities) 316773100 --------- (CUSIP Number) Donald J. Wuebbling 400 Broadway Cincinnati, Ohio 45202 (513) 629-1469 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1999 ---------------- (Date of Event which Requires filing of this Statement) If the filing person has previously filed a statement on Scheduled 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: See Rule 13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). (Continued on following pages) - -------------------------------- ------------------------------- CUSIP No. 316773100 13D Page 2 of 8 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WASLIC COMPANY II (Waslic) IRS Employer Identification No. 52-1549279 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC and 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Waslic is a Delaware corporation - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Waslic - 18,791,239.03. See item 3 ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING Waslic - 18,791,239.03. See item 3. ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,136,804.50 (as a group) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.76% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - -------------------------------- ------------------------------- CUSIP No. 316773100 13D Page 3 of 8 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY (Western-Southern) IRS Employer Identification No. 31-0487145 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Western-Southern is an Ohio corporation - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Western-Southern - 3,345,565.5. See item 3 ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING Western-Southern - 3,345,565.5 See item 3. ---------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH None - -------------------------------------------------------------------------------- 12 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,136,804.5 (as a group) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.76% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - -------------------------------------------------------------------------------- Item 1 Security and Issuer Page 4 of 8 Pages - ------ ------------------- This statement relates to the common shares with a par value of $6.66 (the "Fifth Third Common Shares") of Fifth Third Bancorp, an Ohio corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 38 Fountain Square Plaza, Cincinnati, Ohio 4522-3102. Item 2 Identity and Background - ------ ----------------------- (a), (b) and (c) This statement is being filed by Waslic Company II, a Delaware corporation, ("Waslic"), with principal business and offices at 802 West Street, Wilmington, Delaware 19801, and by The Western and Southern Life Insurance Company, an Ohio mutual insurance company ("Western-Southern"), with principal business and offices at 400 Broadway, Cincinnati, Ohio 45202. Waslic is a wholly owned investment subsidiary of Western-Southern. Western-Southern operates as a life insurance company and is licensed as such in 43 states and the District of Columbia. Funds to make new investments are obtained from revenues. Any further references to Western-Southern in this Schedule 13D will include Waslic unless the context indicates otherwise. A list of the names, including business addresses and present principal occupation of the directors and executive officers of Waslic and Western-Southern is attached hereto as Schedule A. (d) During the last five years neither Waslic nor Western-Southern, and to the best knowledge of Waslic and Western-Southern none of the persons whose names are set forth in Schedule A, were convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years neither Waslic nor Western-Southern, and to the best knowledge of Waslic and Western-Southern none of the persons whose names are set forth in Schedule A, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. (f) To the best knowledge of Waslic and Western-Southern all persons whose names are set forth in Schedule A are citizens of the United States of America. Item 3 Source and Amount of Funds or Other Consideration - ------ ------------------------------------------------- Not applicable. Item 4 Purpose of Transaction The Fifth Third Common Shares were initially acquired in the ordinary course of Western-Southern's business. The percentage held by Waslic and Western-Southern declined because the Issuer issued additional securities in connection with acquisitions. Item 5 Interest in Securities of the Issuer - ------ ------------------------------------ (a) Waslic and Western-Southern beneficially own in the aggregate 22,130,437.03 shares of Fifth Third Common Shares. This position represents 4.76% of all of the Fifth Third Common Shares outstanding. (b) Western-Southern has the sole power to vote or to direct the vote and sole power to dispose of or direct the disposition of an aggregate of 22,136,804.5 shares of Fifth Third Common Shares, consisting of 18,791,239.03 shares beneficially owned by Waslic, 3,109,209 shares beneficially owned by Western-Southern and 236,356.5 shares held by Western-Southern Enterprise Fund Inc. ("Western-Southern Fund"), Page 5 of 8 Pages which is controlled by Western-Southern and is organized exclusively for charitable, religious, educational and scientific purposes, including, the making of distribution to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. (c) No shares of Fifth Third Common Shares have been purchased or otherwise acquired by Western-Southern during the past 60 days, other than as described herein. (d) Not applicable. (e) On October 31, 1999, Waslic and Western-Southern ceased to be the beneficial owner of more than five percent of Fifth Third Common Shares. Item 6 Contracts, Arrangements, Understandings or Relationships with Respect - ------ to Securities of the Issuer. ----------------------------------------------------------------------- Waslic and Western-Southern have no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies. Item 7 Material to be Filed as Exhibits - ------ -------------------------------- There are no written agreements, contracts, arrangements, understandings, plans or proposals by or between the persons named in Item 2 and any other person relating to (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; or (2) the acquisition of control of the Issuer, liquidation, sales of assets, merger or any change in business or corporate structure or any other matter as disclosed in Item 6. 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. Date: August 30, 2000. THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY /s/ William F. Ledwin - ------------------------------------- William F. Ledwin, Senior Vice President and Chief Investment Officer WASLIC COMPANY II /s/ Daniel F. Lindley - ------------------------------------ Daniel F. Lindley, President and Secretary Page 6 of 8 Pages Schedule A The following table sets forth information concerning the directors of Western-Southern
Name Principal Occupation Business Address John F. Barrett President and Chief Executive Officer * Western-Southern Donald A. Bliss Formerly Chief Executive Officer, 10892 E. Fanfol Lane Northwestern Bell and Vice President, Scottsdale, Arizona 85259 U.S. West Communications James N. Clark Secretary * Dr. Lawrence C. Hawkins Owner, The LCH Resource 3909 Reading Road Cincinnati, Ohio 45229 The Rev. James E. Hoff President, Xavier University 3800 Victory Parkway Cincinnati, Ohio 45207 Dr. J. Harold Kotte Formerly President, Cardiology * Associates of Cincinnati Eugene P. Ruehlmann Attorney-at-Law, Vorys, Sater Suite 2100, 221 E. 4th Street Seymour and Pease Cincinnati, Ohio 45202 George H. Walker III Chairman of the Board, 500 N. Broadway Stifel Financial Corp. St. Louis, Illinois 63102 Thomas L. Williams President, North American Properties 212 E Third Street, Suite 300 Cincinnati, Ohio 45202 William J. Williams Chairman of the Board, Western-Southern * *Business address is 400 Broadway, Cincinnati, Ohio 45202
Page 7 of 8 Pages The following table sets forth information concerning executive officers of Western-Southern Name Principal Occupation Business Address John F. Barrett President and Chief Executive Officer * James N. Clark Secretary * Bryan C. Dunn Senior Vice President and Chief Marketing Officer * Clint D. Gibler Vice President Technology * Noreen J. Hayes Senior Vice President * Dale P. Hennie Senior Vice President * Carroll R. Hutchinson Senior Vice President * William F. Ledwin Senior Vice President and Chief Investment Officer * Jill T. McGruder Senior Vice President * J. J. Miller Senior Vice President * Nora E. Moushey Senior Vice President and Chief Actuary * James M. Teeters Senior Vice President * Robert L. Walker Senior Vice President and Chief Financial Officer * William J. Williams Chairman of the Board * Donald J. Wuebbling Senior Vice President and General Counsel * *Business address is 400 Broadway, Cincinnati, Ohio 45202 Page 8 of 8 Pages The following table sets forth information concerning the directors of Waslic Company II
Name Principal Occupation Business Address Wilson J. C. Braun, Jr. President J.P. Morgan Trust Company 500 Stanton Christiana Road Of Delaware Newark, Delaware 19713 William F. Ledwin Senior Vice President and Chief 400 Broadway Investment Officer, Western-Southern Cincinnati, Ohio 45202 And President of Forth Washington Investment Advisors, Inc. Daniel F. Lindley Attorney-at-Law, Reed, Smith Shaw 1201 Market Street & McClay LLP Wilmington, Delaware 19801 Donald J. Wuebbling Senior Vice President and General 400 Broadway Counsel, Western-Southern Cincinnati, Ohio 45202 The following table sets forth information concerning the executive officers of Waslic Company II. Name Principal Occupation Business Address Wilson J. C. Braun, Jr. President, J.P. Morgan Trust 500 Stanton-Christiana Road Vice President and Treasurer Company of Delaware Newark, Delaware, 19713 Terence Connelly Client Service Specialist, Morgan 500 Stanton-Christiana Road Vice President and Assistant Guaranty Trust Company Secretary Daniel F. Lindley Attorney-at-Law, Reed, Smith, Shaw 1201 Market Street President and Secretary & McClay, LLP Wilmington, Delaware 19801 H. Christian Raymond Vice President, J.P. Morgan 500 Stanton Christiana Road Vice President and Assistant Newark, Delaware 19713 Secretary Norman J. Shuman President, Belfint, Lyons & Shuman 200 West Ninth Street Plaza Vice President Wilmington, Delaware 19899
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