-----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, FZxxNldxj2JAXncis61Tx1XhjGSyOw7H4l0ikmMErKspm8skJpT1maVQmNtCc4dA wB9kr6/aLoLyLSe6kzO1gg== 0000950152-95-000562.txt : 19950414 0000950152-95-000562.hdr.sgml : 19950411 ACCESSION NUMBER: 0000950152-95-000562 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950403 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: 033-56975 FILM NUMBER: 95526517 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 FIFTH THIRD BANCORP POS AM 1 Registration Statement No. 33-56975 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) 2 At 5:00 p.m. E.T. on December 28, 1994, a Registration Statement on Form S-4 filed by Fifth Third Bancorp ("Fifth Third"), Registration Statement No. 33-56975, became effective with the Securities and Exchange Commission. Pursuant to such Registration Statement, Fifth Third registered 50,000 shares of common stock without par value in connection with Fifth Third's acquisition of Mutual Federal Savings Bank of Miamisburg, A Stock Savings Bank ("Mutual Federal"), and the subsequent merger of Mutual Federal into The Fifth Third Bank, a wholly-owned subsidiary of Fifth Third. 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 May 9, 1994 by and between Fifth Third and Mutual Federal, and an Agreement of Merger dated as of May 9, 1994 by and between The Fifth Third Bank and Mutual Federal, as amended. Fifth Third hereby files this Post Effective Amendment No. 1 to Registration Statement No. 33-56975 to remove from registration by means of a post effective amendment 30,562 shares of the securities registered thereunder. The number of shares of Fifth Third common stock registered under Registration Statement No. 33-56975 was an estimate of the number of shares necessary to exchange all of the outstanding shares of Mutual Federal common stock into shares of Fifth Third common stock. The exact number of shares of Fifth Third common stock necessary for such exchange could not be determined at the time of the filing of the Registration Statement because the exchange ratio was based upon the market price of Fifth Third common stock for a specific number of days preceding the closing of the transaction, which could not be determined until a few days prior to the closing, and thus well after the date of the filing of the Registration Statement. Consequently, Fifth Third hereby deregisters the 30,562 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. 33-56975, 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 3, 1995 By:/S/ George A. Shaefer, 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. 3 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 3, 1995 - -------------------------------- Chief George A. Schaefer, Jr. Executive Officer Principal Financial Officer: /S/ George A. Schaefer, Jr.* Senior Vice April 3, 1995 - -------------------------------- President and P. Michael Brumm Chief Financial Officer Directors of the Company: /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- John F. Barrett /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Milton C. Boesel, Jr. /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Clement L. Buenger /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Nolan W. Carson
4 /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Thomas L. Dahl /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Gerald V. Dirvin /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Thomas B. Donnell April 3, 1995 Richard T. Farmer /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- John D. Geary /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Ivan W. Gorr April 3, 1995 H. David Hale /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Joseph H. Head, Jr. /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Joan R. Herschede /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- William G. Kagler /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- William J. Keating /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- James D. Kiggen /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Robert B. Morgan
5 /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Michael H. Norris /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Brian H. Rowe /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- George A. Schaefer, Jr. /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- John J. Schiff, Jr. /S/ George A. Schaefer, Jr.* April 3, 1995 - -------------------------------- Dennis J. Sullivan, Jr. April 3, 1995 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 -----END PRIVACY-ENHANCED MESSAGE-----