-----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, PkMV14ViFwwXmz3GAKuGhVtDjDQqvc45r3RIxGSCIV5h7mwlQulXh1w7UQ8a3qWS 70g0WRa09XdJwPx5aywb3A== 0000906318-96-000015.txt : 19960411 0000906318-96-000015.hdr.sgml : 19960411 ACCESSION NUMBER: 0000906318-96-000015 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960410 SROS: NASD FILER: 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 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-64871 FILM NUMBER: 96545730 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 POS AM 1 Registration Statement No. 33-64871 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) Harvey Jay Cohen 255 E. Fifth Street 1900 Chemed Center Cincinnati, Ohio 45202 (513) 977-8200 (Name, Address and Telephone Number of Agent for Service) At 2:15 p.m. E.T. on January 10, 1996, a Registration Statement on Form S-4 filed by Fifth Third Bancorp ("Fifth Third"), Registration Statement No. 33-64871, became effective with the Securities and Exchange Commission. Pursuant to such Registration Statement, Fifth Third registered 1,732,500 shares of common stock without par value in connection with Fifth Third's acquisition of Kentucky Enterprise Bancorp, Inc. ("Kentucky Enterprise"). The exact number of shares to be issued in connection with this transaction was to be determined in accordance with an Affiliation Agreement dated as of August 28, 1995 by and between Fifth Third and Kentucky Enterprise and a related Agreement of Merger, as amended and restated, dated as of August 28, 1995. Fifth Third hereby files this Post-Effective Amendment No. 1 to Registration Statement No. 33-64871 to remove from registration by means of a post-effective amendment 6,215 shares of the securities registered thereunder. The number of shares of Fifth Third common stock registered under Registration Statement No. 33-64871 was an estimate of the number of shares necessary to exchange all of the outstanding shares of Kentucky Enterprise common stock into shares of Fifth Third common stock. The exact number of shares of Fifth Third common stock necessary for such exchange, although fixed, was not certain at the time of the filing of the Registration Statement. Consequently, Fifth Third hereby deregisters the 6,215 shares of Fifth Third common stock without par value not issued in connection with the aforementioned transaction. SIGNATURES In accordance with the provisions of Rule 478 and pursuant to the terms of Registration Statement No. 33-64871, the undersigned agent and duly appointed attorney-in-fact has signed the Post-Effective Amendment No. 1 to said Registration Statement on the date and at the place set forth below. Cincinnati, Ohio FIFTH THIRD BANCORP Date: April 1, 1996 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 and execute on behalf of the undersigned 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 connection with such amendments, as fully to all intents and purposes as he might or could do in person, and does hereby ratify and confirm all that said attorney-in-fact 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 April 1, 1996 George A. Schaefer, Jr. Chief Executive Officer Principal Financial Officer: /S/ George A. Schaefer, Jr.* Senior Vice April 1, 1996 P. Michael Brumm President and Chief Financial Officer Directors of the Company: ____________________________ John F. Barrett ____________________________ Milton C. Boesel, Jr. ____________________________ Clement L. Buenger /S/ George A. Schaefer, Jr.* April 1, 1996 Gerald V. Dirvin ____________________________ Thomas B. Donnell /S/ George A. Schaefer, Jr.* April 1, 1996 Richard T. Farmer /S/ George A. Schaefer, Jr.* April 1, 1996 John D. Geary _____________________________ Ivan W. Gorr /S/ George A. Schaefer, Jr.* April 1, 1996 Joseph H. Head, Jr. /S/ George A. Schaefer, Jr.* April 1, 1996 Joan R. Herschede /S/ George A. Schaefer, Jr.* April 1, 1996 William G. Kagler /S/ George A. Schaefer, Jr.* April 1, 1996 William J. Keating /S/ George A. Schaefer, Jr.* April 1, 1996 James D. Kiggen Robert B. Morgan /S/ George A. Schaefer, Jr.* April 1, 1996 Michael H. Norris /S/ George A. Schaefer, Jr.* April 1, 1996 James E. Rogers /S/ George A. Schaefer, Jr.* April 1, 1996 Brian H. Rowe /S/ George A. Schaefer, Jr.* April 1, 1996 George A. Schaefer, Jr. /S/ George A. Schaefer, Jr.* April 1, 1996 John J. Schiff, Jr. /S/ George A. Schaefer, Jr.* April 1, 1996 Dennis J. Sullivan, Jr. ____________________________ 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., Attorney-In-Fact Harvey Jay Cohen, Partner (513) 977-8144 April 1, 1996 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Filing of Post-Effective Amendment No. 1 to Registration Statement No. 33-64871 on Form S-4 by Fifth Third Bancorp Dear Sir or Madam: Pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, on behalf of Fifth Third Bancorp, an Ohio corporation and registered bank holding company with its principal place of business in Cincinnati, Ohio, enclosed for filing please find Post-Effective Amendment No. 1 to Registration Statement No. 33-64871 on Form S-4 by Fifth Third Bancorp. The Registration Statement to which this Post-Effective Amendment pertains was filed with the Commission through the EDGAR system and became effective on January 10, 1996. Please direct any questions or comments regarding this filing to the undersigned at the address and telephone number set forth above, or in my absence to Ms. Molly M. Thompson of this office whose telephone number is (513) 977-8159. Very truly yours, /s/ Harvey Jay Cohen Harvey Jay Cohen cc: Molly M. Thompson, Esq. (w/encl) -----END PRIVACY-ENHANCED MESSAGE-----