-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qU8AiXQe8QNhd7axtCLdRIWEJbyCOKS/lLJF1gLiMbmFxcQDO1T2h0L0MZLVFphS YZly1xIIKv6i58Z5DJ9NlA== 0000906318-94-000014.txt : 19941028 0000906318-94-000014.hdr.sgml : 19941028 ACCESSION NUMBER: 0000906318-94-000014 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941027 EFFECTIVENESS DATE: 19941027 SROS: NONE FILER: 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: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-53149 FILM NUMBER: 94555372 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 S-4 POS 1 Registration No. 33-53149 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH THIRD BANCORP (Exact name of Issuer as specified in its Charter) Ohio 31-0854434 (State of Incorporation) (I.R.S. Employer Identification Number) 6711 (Primary Standard Industrial Classification Code Number) Fifth Third Center Cincinnati, Ohio 45263 (513) 579-5300 (Address and Telephone Number of Principal Executive Office) S. Richard Arnold 255 E. Fifth Street 1900 Chemed Center Cincinnati, Ohio 45202 (513)-977-8200 (Name, Address, and Telephone Number, of Agent for Service) At 10:00 a.m. EDT on May 24 1994, the Registration Statement on Form S-4 of Fifth Third Bancorp ("Fifth Third"), Registration No. 33-53149, became effective with the Securities and Exchange Commission. Pursuant to such Registration Statement, Fifth Third registered up to 3,150,000 shares of common stock without par value in connection with the merger of The Cumberland Federal Bancorporation, Inc. ("The Cumberland"), into Fifth Third, with Fifth Third as the surviving corporation. The exact number of shares to be issued was to be determined in accordance with the Affiliation Agreement and the Agreement of Merger each dated as of January 10, 1994 by and between Fifth Third and The Cumberland (the "Affiliation Agreement and "Agreement of Merger"). Fifth Third hereby files this Post Effective Amendment No. 1 to Registration Statement No. 33-53149 to remove from registration by means of a post effective amendment 453,118 shares of the securities registered thereunder for the following reason. The number of shares registered under Registration Number 33-53149 contemplated the exercise of all outstanding The Cumberland stock options prior to the merger of Fifth Third and The Cumberland. Certain of The Cumberland's employees and directors who held options to purchase The Cumberland common stock, however, did not exercise their options prior to the consummation of the merger and instead were included in a new Fifth Third Stock Option Plan for former employees and directors of The Cumberland. Fifth Third hereby deregisters 453,118 shares of common stock without par value not issued. SIGNATURES In accordance with the provisions of Rule 478 and pursuant to the terms of Registration Statement No. 33-53149, the undersigned agent and duly appointed attorney-in-fact, has signed the Post Effective Amendment No. 1 to the said Registration Statement on the date and at the place set forth below. Cincinnati, Ohio FIFTH THIRD BANCORP Date: By:/S/ George A. Schaefer, Jr. George A. Schaefer, Jr. President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Principal Executive Officer: /S/ George A. Schaefer, Jr. President and October 27, 1994 George A. Schaefer, Jr. Chief Executive Officer Principal Financial Officer: /S/ George A. Schaefer, Jr.* Senior Vice October 27, 1994 P. Michael Brumm President and Chief Financial Officer Directors of the Company: /S/ George A. Schaefer, Jr.* October 27, 1994 John F. Barrett /S/ George A. Schaefer, Jr.* October 27, 1994 Milton C. Boesel, Jr. /S/ George A. Schaefer, Jr.* October 27, 1994 Clement L. Buenger /S/ George A. Schaefer, Jr.* October 27, 1994 Nolan W. Carson /S/ George A. Schaefer, Jr.* October 27, 1994 Thomas L. Dahl /S/ George A. Schaefer, Jr.* October 27, 1994 Gerald V. Dirvin /S/ George A. Schaefer, Jr.* October 27, 1994 Thomas B. Donnell _______________, 1994 Richard T. Farmer /S/ George A. Schaefer, Jr.* October 27, 1994 John D. Geary _______________, 1994 Ivan W. Gorr _______________, 1994 H. David Hale /S/ George A. Schaefer, Jr.* October 27, 1994 Joseph H. Head, Jr. /S/ George A. Schaefer, Jr.* October 27, 1994 Joan R. Herschede /S/ George A. Schaefer, Jr.* October 27, 1994 William G. Kagler /S/ George A. Schaefer, Jr.* October 27, 1994 William J. Keating /S/ George A. Schaefer, Jr.* October 27, 1994 James D. Kiggen /S/ George A. Schaefer, Jr.* October 27, 1994 Robert B. Morgan /S/ George A. Schaefer, Jr.* October 27, 1994 Michael H. Norris /S/ George A. Schaefer, Jr.* October 27, 1994 Brian H. Rowe /S/ George A. Schaefer, Jr.* October 27, 1994 George A. Schaefer, Jr. /S/ George A. Schaefer, Jr.* October 27, 1994 John J. Schiff, Jr. /S/ George A. Schaefer, Jr.* October 27, 1994 Dennis J. Sullivan, Jr. /S/ George A. Schaefer, Jr.* October 27, 1994 Dudley S. Taft * George A. Schaefer, Jr., by signing his name hereto, signs this document on behalf of himself as a director and on behalf of each person indicated above pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission. /S/ George A. Schaefer, Jr. George A. Schaefer, Jr., -----END PRIVACY-ENHANCED MESSAGE-----