-----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, AjbS/B71wCzbj6XLnJ+g5E03/aeGOnemx+CftOISjq7nmmCwvSONdHTYJsJu1BMS NSk2QVIAhy8FgAqtZ/E6tg== 0000950152-98-003591.txt : 19980427 0000950152-98-003591.hdr.sgml : 19980427 ACCESSION NUMBER: 0000950152-98-003591 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980424 SROS: NONE 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-49993 FILM NUMBER: 98600982 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 S-3/A 1 FIFTH THIRD BANCORP 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1998 REGISTRATION NO. 333-49993 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH THIRD BANCORP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 6711 31-0854434 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
------------------------ FIFTH THIRD CENTER, CINCINNATI, OHIO 45263 (513) 579-5300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ PAUL L. REYNOLDS, ESQ. FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OHIO 45263 (513) 579-5300 (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF COMMUNICATIONS TO: RICHARD G. SCHMALZL, ESQ. PETER H. DARROW, ESQ. GWEN M. MORRIS, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON GRAYDON, HEAD & RITCHEY 1 LIBERTY PLAZA 1900 FIFTH THIRD CENTER NEW YORK, NEW YORK 10006 511 WALNUT STREET PHONE: (212) 225-2000 CINCINNATI, OHIO 45202 FAX: (212) 225-3999 PHONE: (513) 621-6464 FAX: (513) 651-3836
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE(1) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value........ 3,600,000 shares $56.0625 $201,825,000 $59,538.38(2) ==============================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee based upon the average of the high and low prices of the common stock, no par value, of the registrant as reported on the Nasdaq National Market on April 23, 1998, in accordance with Rule 457(c) of the General Rules and Regulations under the Securities Act of 1933, as amended. (2) Of this amount, $37,090.35 was paid upon the initial filing of the Registration Statement. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED APRIL 24, 1998 PROSPECTUS 3,600,000 SHARES FIFTH THIRD LOGO FIFTH THIRD BANCORP COMMON STOCK ------------------------ This Prospectus relates to the offer and sale (the "Offering") by Fifth Third Bancorp ("Fifth Third"), an Ohio corporation, of 3,600,000 shares of its common stock, no par value (the "Common Stock"). The Common Stock is traded on the Nasdaq National Market under the symbol "FITB." The last reported sale price of the Common Stock on the Nasdaq National Market on April 22, 1998 was $57 1/8 per share. ------------------------ THE SHARES OF FIFTH THIRD COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================================================== UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC COMMISSIONS(1) FIFTH THIRD(2) - ------------------------------------------------------------------------------------------------------------------ Per Share.................. $ $ $ - ------------------------------------------------------------------------------------------------------------------ Total...................... $ $ $ ==================================================================================================================
(1) For information regarding indemnification of the Underwriters, see "Underwriting." (2) Before deducting expenses estimated at $ payable by Fifth Third. ------------------------ THE SHARES OF COMMON STOCK ARE BEING OFFERED BY THE SEVERAL UNDERWRITERS NAMED HEREIN, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY THEM AND SUBJECT TO CERTAIN CONDITIONS. IT IS EXPECTED THAT CERTIFICATES FOR THE SHARES OF COMMON STOCK OFFERED HEREBY WILL BE AVAILABLE FOR DELIVERY ON OR ABOUT , 1998 AT THE OFFICE OF SMITH BARNEY INC., 333 WEST 34TH STREET, NEW YORK, NEW YORK 10001. ------------------------ SALOMON SMITH BARNEY GOLDMAN, SACHS & CO. J.P. MORGAN & CO. DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. NATIONSBANC MONTGOMERY THE OHIO COMPANY SECURITIES CORPORATION SECURITIES LLC
, 1998 3 AVAILABLE INFORMATION Fifth Third is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by Fifth Third can be inspected and copied at Room 1024 of the Offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Fifth Third files its reports, proxy statements and other information with the Commission electronically, and the Commission maintains a website located at http://www.sec.gov containing such information. Fifth Third has filed a Registration Statement on Form S-3 together with all amendments and exhibits thereto with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement, including any amendments, schedules and exhibits thereto, is available for inspection and copying as set forth above. Statements contained in this Prospectus as to the contents of any contract or other document referred to herein include all material terms of such contracts or other documents but are not necessarily complete, and in each instance reference is made to the copy of any such contract or other document which may have been filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Fifth Third Common Stock is traded on the Nasdaq National Market under the symbol "FITB." Documents filed by Fifth Third with the Commission also can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. ------------------------ CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING." IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING." 2 4 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by Fifth Third with the Commission are hereby incorporated into this Prospectus by reference: (a) Fifth Third's Annual Report on Form 10-K for the year ended December 31, 1997; (b) Fifth Third's Proxy Statement dated February 9, 1998; and (c) Fifth Third's Current Report on Form 8-K filed March 17, 1998. In addition, all subsequent documents filed with the Commission by Fifth Third pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any other subsequently filed document which also is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. This Prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents (excluding exhibits unless specifically incorporated therein) are available without charge upon written or oral request from Paul L. Reynolds, Assistant Secretary, Fifth Third Bancorp, Fifth Third Center, Cincinnati, Ohio 45263 (telephone number: (513) 579-5300). CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION This Prospectus (including information included or incorporated by reference herein) contains or may contain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third, including statements preceded by, followed by or that include the words, "believes," "expects," "anticipates" or similar expressions. These forward-looking statements involve certain risks and uncertainties and may relate to future operating results of Fifth Third and the companies it is acquiring, as described herein under "RECENT TRANSACTIONS." Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) expected cost savings from the acquisitions not being fully realized or realized within the expected time frame; (2) revenues following the acquisitions being lower than expected; (3) a significant increase in competitive pressures among depository and other financial institutions; (4) costs or difficulties related to the integration of the acquired business being greater than expected; (5) changes in the interest rate environment resulting in reduced margins; (6) general economic or business conditions, either nationally or in the states in which Fifth Third will be doing business, being less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit; (7) legislative or regulatory changes adversely affecting the businesses in which Fifth Third will be engaged; (8) changes in the securities markets; and (9) changes in the banking industry including the effects of consolidation resulting from possible mergers of financial institutions. 3 5 PROSPECTUS SUMMARY The following is a summary of certain information contained elsewhere in this Prospectus and the documents incorporated herein by reference. This summary is not intended to be a summary of all information relating to the Offering and should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information contained elsewhere in this Prospectus, including the documents incorporated by reference in this Prospectus. FIFTH THIRD Fifth Third is a multi-bank holding company which conducts its principal activities through its banking and non-banking subsidiaries. Fifth Third's nine affiliate banks and other subsidiaries focus on four key businesses: Commercial Banking, Retail Banking, Investment Advisory Services and Data Processing. Commercial Banking offers a full range of financial products and services to business and government customers, including commercial loans and leases, deposit accounts, cash management services, international letters of credit, foreign exchange, venture capital investment, merger and acquisition services and business banking software designed to automate financial reporting. Retail Banking provides a full range of consumer financial services, including deposit products, residential mortgages, prime home equity loans, credit cards, automobile loans and leases and insurance sales, through 410 banking centers located in Ohio, Kentucky, Indiana and Florida. Fifth Third Investment Advisors, one of the largest money managers in the Midwest, provides a full range of investment and financial services for individual, institutional and not-for-profit clients, including investment management, trust, private banking, brokerage and Fifth Third's proprietary family of mutual funds, the Fountain Square(R) Funds. Midwest Payment Systems, Inc. ("MPS"), Fifth Third's data processing subsidiary, is one of the leading national providers of electronic funds transfer services and merchant transaction processing. MPS also operates the Jeanie(R) automated teller machine ("ATM") network, a growing point-of-sale business, and provides Fifth Third's affiliate banks with leading-edge processing capabilities. See "BUSINESS OF FIFTH THIRD." Fifth Third's principal executive offices are located at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and its telephone number is (513) 579-5300. THE OFFERING Common Stock offered by Fifth Third............. 3,600,000 shares Common Stock to be outstanding immediately after this Offering............... 236,730,522 shares(1) Use of proceeds................................. Fifth Third intends to use the net proceeds from the Offering for general corporate purposes. See "USE OF PROCEEDS." Nasdaq National Market symbol................... FITB
- --------------- (1) Based on shares of Fifth Third Common Stock outstanding as of March 31, 1998. Excludes (i) 16,997,653 shares of Common Stock reserved for issuance under Fifth Third's Amended 1990 Stock Option Plan and Fifth Third's 1998 Long-Term Incentive Stock Plan (adopted at Fifth Third's 1998 Annual Meeting of Stockholders) under which options for 9,244,653 shares are outstanding and (ii) approximately 31,193,165 shares of Common Stock expected to be issued in Fifth Third's pending acquisitions as described under "RECENT TRANSACTIONS." 4 6 FIRST QUARTER RESULTS For the first quarter of 1998, Fifth Third's net income was $109.0 million compared to $94.5 million for the same period last year. Diluted earnings per share, as adjusted for the three-for-two stock split declared on March 17, 1998 and paid on April 15, 1998, were $0.46 per share for the first quarter of 1998, up 18% over the same period last year. Fifth Third had an annualized return on average assets of 2.00%, a return on average equity of 19.9% and an overhead ratio of 41.6%. At March 31, 1998, Fifth Third had consolidated total assets of $22.9 billion and consolidated total stockholders' equity of $2.3 billion. Fifth Third's net interest income for the first quarter of 1998 was $197.9 million, a 9% increase over the net interest income for the same period last year. Fifth Third's other operating income was $126.4 million for the first quarter of 1998, representing a 28% increase over other operating income for the same period in 1997. RECENT TRANSACTIONS Fifth Third's strategy for growth includes strengthening its presence in its core markets, expanding into contiguous markets and broadening its product offerings. Consistent with this strategy, Fifth Third entered into agreements to acquire The Ohio Company, a provider of broker/dealer investment banking and investment advisory services, State Savings Company, a Columbus, Ohio based savings and loan holding company, and CitFed Bancorp, Inc., a Dayton, Ohio based savings and loan holding company. Fifth Third believes that these acquisitions will further strengthen its competitive position in these two major Ohio markets and will broaden the financial services it can offer to its customers. See "RECENT TRANSACTIONS." Consummation of this Offering is not subject to the consummation of any such pending acquisitions. 5 7 BUSINESS OF FIFTH THIRD Fifth Third is an Ohio multi-bank holding company registered under the Bank Holding Company Act of 1956 (the "Bank Holding Company Act") and subject to regulation by the Federal Reserve Board. Headquartered in Cincinnati, Ohio, Fifth Third operates nine affiliate banks in Ohio, Kentucky, Indiana and Florida. Fifth Third has a decentralized affiliate bank structure which helps to promote a customer-responsive and sales-oriented culture. Fifth Third believes it has consistently delivered superior financial performance, and it is recognized as one of the most efficient commercial banking organizations in the United States. In 1997, Fifth Third's annual net income increased for the 24th consecutive year. From 1992 to 1997, Fifth Third delivered over 15% compounded annual growth in earnings per share. For the year ended December 31, 1997, Fifth Third had a return on average assets of 1.96%, a return on average equity of 19.6% and an industry-leading overhead ratio of 41%. At December 31, 1997, Fifth Third had consolidated total assets of $21.4 billion, consolidated total deposits of $14.9 billion and consolidated total stockholders' equity of $2.3 billion. Fifth Third's market capitalization as of March 31, 1998 was approximately $13.3 billion. Fifth Third engages primarily in four lines of business: Commercial Banking, Retail Banking, Investment Advisory Services and Data Processing. Fifth Third's Commercial Banking Group offers services and products to business and government customers. These services and products include commercial loans and leases, deposit accounts, cash management services, international letters of credit, foreign exchange, venture capital investment, merger and acquisition services and business banking software designed to automate financial reporting. Furthermore, Fifth Third effectively leverages its commercial banking presence by cross-selling investment services. Fifth Third's Commercial Banking Group focuses on providing credit services to middle market clients and is one of the top 10 banks providing lease financing in the United States. In 1997, Fifth Third's Commercial Banking Group generated revenues of $373.2 million and net income of $146.0 million, and its commercial loan and lease portfolio aggregated approximately $6.6 billion at year end. Fifth Third's Retail Banking Group provides a full range of consumer financial services, including deposit products, residential mortgages, prime home equity loans, credit cards, automobile loans and leases and insurance sales. All of Fifth Third's retail banking services are provided through a variety of delivery channels that include 410 full-service offices, 1,000 ATMs, telephone banking and electronic payment services. Fifth Third was one of the pioneers of supermarket banking and has 100 Bank Mart(R) locations open seven days a week inside select grocery stores. Fifth Third believes that its decentralized affiliate bank structure enhances its ability to originate consumer assets, as demonstrated by a 32% increase to $920 million in the home equity loan portfolio from 1996 to 1997. In 1997, Fifth Third's Retail Banking Group generated revenues of $591 million and net income of $176.1 million, and its consumer loan and lease portfolio aggregated approximately $6.9 billion at year end. Fifth Third Investment Advisors works to build wealth for its individual, institutional and not-for-profit clients, including employee benefit plans, foundations and endowments, by providing a full range of investment and financial services. These services include investment management, trust, private banking and brokerage. As a result of Fifth Third's continued growth in its existing and new markets, Fifth Third managed over $13.1 billion in assets at December 31, 1997. In addition, Fifth Third had over $117.3 billion of total assets under care at year end. Fifth Third's proprietary family of mutual funds, the Fountain Square(R) Funds, had $3.1 billion in assets under management at December 31, 1997. In 1997, Fifth Third Investment Advisors generated revenues of $106.9 million and net income of $40.5 million. Fifth Third's Data Processing Services are delivered by MPS throughout the United States. MPS has three primary product lines: ATM processing, card products (including debit cards) and merchant processing. MPS provides ATM processing for approximately 600 financial institution customers and for Fifth Third's proprietary Jeanie(R) ATM network. In merchant processing, MPS processes credit card transactions for over 41,000 retail merchant locations through point-of-sale device support, authorization processing, local, regional and national gateway access, network management, back-office automation support and comprehensive reporting software. In 1997, MPS was ranked among the top three electronic funds transfer processors and among the top 10 merchant transaction processors in the United States. MPS' technological capabilities and processing capacity also contribute to the efficiency of Fifth Third's banking businesses. Since 1994, MPS has generated compounded 6 8 annual revenue and net income growth of over 20%. In 1997, MPS generated revenues of $120.0 million and net income of $34.6 million. Fifth Third is a corporate entity legally separate and distinct from its affiliates. The principal source of Fifth Third's income is dividends from its affiliates. There are certain regulatory restrictions as to the extent to which Fifth Third's banking affiliates can pay dividends or otherwise supply funds to Fifth Third. See "DESCRIPTION OF CAPITAL STOCK." FIRST QUARTER RESULTS For the first quarter of 1998, Fifth Third's net income was $109.0 million compared to $94.5 million for the same period last year. Diluted earnings per share, as adjusted for the three-for-two stock split declared on March 17, 1998 and paid on April 15, 1998, were $0.46 per share for the first quarter of 1998, up 18% over the same period last year. Fifth Third had an annualized return on average assets of 2.00%, a return on average equity of 19.9% and an overhead ratio of 41.6%. At March 31, 1998, Fifth Third had consolidated total assets of $22.9 billion and consolidated total stockholders' equity of $2.3 billion. Fifth Third's net interest income for the first quarter of 1998 was $197.9 million, a 9% increase over the net interest income for the same period last year. Fifth Third's other operating income was $126.4 million for the first quarter of 1998, representing a 28% increase over other operating income for the same period in 1997. Pro forma for the three acquisitions described under "RECENT TRANSACTIONS," Fifth Third would have total deposits of $18.9 billion and total assets of $29.3 billion as of March 31, 1998. Fifth Third's Commercial Banking Group's loan and lease portfolio aggregated approximately $6.7 billion at March 31, 1998, which represents an increase of 8% over the same period last year. Fifth Third's Retail Banking Group's loan and lease portfolio aggregated approximately $6.9 billion at March 31, 1998, which represents an increase of 10% over the same period last year. Direct installment loan originations and residential mortgage originations exceeded $313 million and $677 million, respectively, for the first quarter of 1998. Fifth Third Investment Advisors generated a 29% growth in investment advisory income in the first quarter of 1998 compared to the first quarter of 1997 due to successful new sales efforts and continued strength in the financial markets. Fifth Third managed over $14.4 billion in assets and had over $128.2 billion of total assets under care at March 31, 1998. In addition, the Fountain Square(R) Funds had $3.5 billion in assets under management at March 31, 1998. MPS's income increased 31% in the first quarter of 1998 over the same period last year as a result of new customers and resulting increases in merchant transaction volumes, the success of debit cards and the increased popularity of ATMs. RECENT TRANSACTIONS Fifth Third's strategy for growth includes strengthening its presence in its core markets, expanding into contiguous markets and broadening its product offerings. Consistent with this strategy, Fifth Third has entered into agreements to acquire The Ohio Company, State Savings Company and CitFed Bancorp, Inc. All three of these acquisitions are expected to be completed in the second quarter of 1998. Fifth Third believes it has an excellent track record in integrating acquired businesses. Since 1989, Fifth Third has completed 18 acquisitions, which have contributed to its growth. In April 1998, Fifth Third acquired W. Lyman Case & Company, a commercial mortgage banking firm based in Columbus, Ohio that originated more than $800 million in financing and equity transactions in 1997 and has a loan servicing portfolio in excess of $2 billion. Fifth Third continues to explore acquisition opportunities that would meet its objectives. This Offering will be consummated prior to the closing of the pending acquisitions described below and there can be no assurance that any or all of these acquisitions or any future acquisitions will be closed successfully. THE OHIO COMPANY On December 22, 1997, Fifth Third agreed to acquire The Ohio Company, a full service provider of broker/dealer, investment banking and investment advisory services through 48 offices in Ohio, Michigan, 7 9 Indiana, West Virginia and Florida. The Ohio Company also manages over $1 billion in assets in its proprietary family of six mutual funds, and an additional $1 billion in asset management accounts through its personal, employee benefit and not-for-profit trustee relationships. Fifth Third believes that The Ohio Company's investment banking, debt financing, mutual fund product line and 80,000 client relationships will broaden its product line and client reach within its key Midwestern markets. Together, Fifth Third Investment Advisors and The Ohio Company will have over $16.0 billion in assets under management, over $4.0 billion invested in their respective families of mutual funds and over 155,000 client relationships. In connection with the acquisition of The Ohio Company, Fifth Third will exchange all of the outstanding shares of capital stock of The Ohio Company for shares of Fifth Third Common Stock having a fair market value of $80.0 million. Fifth Third anticipates that approximately 1,500,000 shares of Fifth Third Common Stock will be issued to the shareholders of The Ohio Company pursuant to the merger. Prior to the closing of this acquisition, Fifth Third may repurchase up to 1,500,000 shares of Fifth Third Common Stock in the open market to be used solely for such issuance. Fifth Third expects that its acquisition of The Ohio Company will be accounted for as a purchase. STATE SAVINGS COMPANY On January 2, 1998, Fifth Third agreed to acquire State Savings Company ("State Savings"), a savings and loan holding company based in Columbus, Ohio, which owns State Savings Bank, F.S.B. and certain related subsidiaries. As of December 31, 1997, State Savings had total assets of $2.8 billion and total deposits of $2.3 billion. As a result of the acquisition, Fifth Third will operate 82 retail banking centers in the Columbus, Ohio market and will enter the attractive Arizona market with 10 branch offices, $481.1 million in total assets and $424 million in total deposits at December 31, 1997. Pro forma for the acquisition, Fifth Third will have approximately a 13% deposit market share in Columbus, Ohio. Fifth Third believes that this in-market merger presents significant opportunities for cost savings through consolidation, growth and increased competitiveness for Fifth Third's Columbus banking affiliate. Fifth Third also anticipates that this merger will greatly enhance its ability to provide full-service banking to more customers and to cross-sell its retail, commercial, consumer lending, trust, investment, brokerage and data processing services to former State Savings customers. Fifth Third is expected to issue approximately 16,625,340 shares of Fifth Third Common Stock in the merger. Based on the fair market value per share of Fifth Third Common Stock as of April 22, 1998, such shares would have an aggregate value of approximately $950 million. Fifth Third expects that its acquisition of State Savings will be accounted for as a pooling-of-interests. CITFED BANCORP, INC. On January 13, 1998, Fifth Third agreed to acquire CitFed Bancorp, Inc. ("CitFed Bancorp"), a savings and loan holding company based in Dayton, Ohio which owns Citizens Federal Bank, F.S.B. and certain related subsidiaries. As of December 31, 1997, CitFed Bancorp had total assets of $3.5 billion and total deposits of $1.9 billion. Upon completion of the merger, Fifth Third will operate 72 banking centers and will be the largest banking organization in the Dayton, Ohio marketplace with combined assets of $5.3 billion and total deposits of $3.5 billion and will have approximately a 28% deposit market share. Fifth Third believes that the acquisition of CitFed Bancorp will permit aggressive expansion of Fifth Third's product line within the fourth largest market in Ohio, representing a population of over one million people. In addition, the acquisition of CitFed Bancorp will add over 110,000 new checking account relationships and significant loan origination capacity through a network of 15 loan production offices in Fifth Third's core markets, including offices in Dayton, Columbus and Cincinnati, Ohio, Lexington and Louisville, Kentucky and Indianapolis, Indiana. Fifth Third is expected to issue approximately 13,067,825 shares of Fifth Third Common Stock in the merger. Based on the fair market value per share of Fifth Third Common Stock as of April 22 1998, such shares would have an aggregate value of approximately $746 million. Fifth Third expects that its acquisition of CitFed Bancorp will be accounted for as a pooling-of-interests. 8 10 USE OF PROCEEDS The net proceeds (after deducting estimated expenses and underwriting discounts and commissions) to Fifth Third from the sale of the shares of Common Stock offered hereby are estimated to be $ . The net proceeds from the sale of the Common Stock will be used by Fifth Third as working capital for general corporate purposes. The Offering will also facilitate Fifth Third's ability to account for the acquisition of State Savings and/or the acquisition of CitFed Bancorp as a pooling-of-interests, although the Offering is not conditioned upon the completion of either of these acquisitions. MARKET PRICE AND DIVIDEND INFORMATION The following table sets forth, for the periods indicated, the high and low sales prices of the Common Stock as reported on the Nasdaq National Market.
FIFTH THIRD COMMON STOCK(1) ----------------------------- DIVIDENDS HIGH LOW DECLARED ------ ------ --------- 1996 First Quarter.......................................... $26.45 $19.33 $0.116 Second Quarter......................................... 25.83 22.00 0.116 Third Quarter.......................................... 25.95 22.11 0.129 Fourth Quarter......................................... 33.00 25.55 0.129 1997 First Quarter.......................................... 39.78 27.00 0.129 Second Quarter......................................... 38.05 30.95 0.147 Third Quarter.......................................... 44.33 36.33 0.147 Fourth Quarter......................................... 55.67 41.08 0.147 1998 First Quarter.......................................... 58.83 49.50 0.170 Second Quarter (through April 22, 1998)................ 59.50 55.50 --
- --------------- (1) Per share amounts of the Common Stock reflect the three-for-two stock split effected in the form of a stock dividend declared March 17, 1998 and distributed on April 15, 1998. On March 31, 1998, there were approximately 16,443 holders of record of Common Stock. 9 11 CAPITALIZATION The following table sets forth the capitalization of Fifth Third as of December 31, 1997, as adjusted to give effect to the sale of the shares of Common Stock offered hereby at an assumed offering price of $57.13 per share (based on the closing price on the Nasdaq National Market on April 22, 1998), after deducting estimated underwriting discounts and commissions and offering expenses payable by Fifth Third and as adjusted pro forma to give effect to the pending acquisitions described under "RECENT TRANSACTIONS."
DECEMBER 31, 1997 ------------------------------------------ ACTUAL(1) AS ADJUSTED(2) PRO FORMA(3) ---------- -------------- ------------ (IN THOUSANDS) Total long-term debt................................... $ 457,878 $ 457,878 $1,320,743 Stockholders' equity: Common stock......................................... 516,898 524,890 594,139 Capital surplus...................................... 483,054 549,528 554,280 Retained earnings.................................... 1,376,152 1,376,152 1,791,524 Unrealized gains on securities available for sale.... 90,876 90,876 94,254 Treasury stock....................................... (189,569) (63,785) -- ---------- ---------- ---------- Total stockholders' equity............................. 2,277,411 2,477,661 3,034,197 ---------- ---------- ---------- Total capitalization................................... 2,735,289 2,935,539 4,354,940 ========== ========== ========== CAPITAL RATIOS: Tier 1 risk-adjusted................................... 12.09% 13.22% 13.66% Total risk-adjusted capital............................ 14.70 15.82 16.03 Tier 1 leverage capital................................ 10.16 11.03 10.46
- --------------- (1) Stockholders' equity adjusted to reflect the three-for-two stock split effected in the form of a stock dividend declared on March 17, 1998 and distributed April 15, 1998. (2) Assumes issuance of approximately 3,600,000 shares of Common Stock at an assumed offering price of $57.13 per share, after deducting estimated underwriting discounts and commissions and offering expenses payable by Fifth Third. (3) Assumes issuance of approximately 1,500,000 shares of Fifth Third Common Stock to effect the purchase of the Ohio Company, and the issuance of 16,625,340 and 13,067,825 shares of Fifth Third Common Stock to effect the mergers of State Savings and CitFed Bancorp, respectively, into Fifth Third, which mergers will be accounted for as pooling-of-interests. 10 12 SELECTED HISTORICAL FINANCIAL DATA The following table sets forth certain historical financial data concerning Fifth Third for the five years ended December 31, 1997 and for the three months ended March 31, 1998 and 1997. All year end information is based on information contained in Fifth Third's 1997 Annual Report to Stockholders which is incorporated by reference in Fifth Third's Annual Report on Form 10-K for the year ended December 31, 1997. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ----------------------- -------------------------------------------------------------- 1998 1997 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) SUMMARY OF OPERATIONS: Interest income...... $ 392,996 $ 362,745 $1,478,388 $1,385,113 $1,173,165 $ 922,301 $ 812,914 Interest expense..... 195,096 181,429 733,426 695,869 609,733 405,548 339,399 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income............. 197,900 181,316 744,962 689,244 563,432 516,753 473,515 Provision for credit losses............. 19,825 17,446 80,342 64,014 42,962 35,780 48,037 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income after provision for credit losses...... 178,075 163,870 664,620 625,230 520,470 480,973 425,478 Other operating income............. 126,381 98,560 445,461 368,415 305,715 255,908 231,150 Operating expenses (1)................ 139,874 120,975 506,158 493,330 395,617 371,545 352,720 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes.............. 164,582 141,455 603,923 500,315 430,568 365,336 303,908 Applicable income taxes.............. 55,601 46,959 202,686 165,256 142,883 120,877 97,673 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income........... 108,981 94,496 401,237 335,059 287,685 244,459 206,235 ========== ========== ========== ========== ========== ========== ========== COMMON SHARE DATA: (2) Earnings per share... $ .47 $ .41 $ 1.73 $ 1.43 $ 1.29 $ 1.13 $ .97 Diluted earnings per share.............. .46 .39 1.69 1.41 1.26 1.10 .95 Cash dividends declared per share.............. .17 .129 .569 .489 .427 .356 .302 Book value at period end................ 10.03 8.28 9.78 9.00 7.63 6.40 5.91 Average shares outstanding (000's)............ 232,980 234,869 232,655 233,987 222,479 217,305 211,440 Average diluted shares outstanding (000's)............ 237,905 238,373 236,526 239,405 230,945 225,873 220,517
- --------------- (1) Operating expenses for 1996 include the impact of the special SAIF assessment of $16.6 million pretax ($10.8 million after tax or $.04 per share). (2) Per share amounts and shares outstanding reflect the three-for-two stock split effected in the form of a stock dividend declared March 17, 1998 and distributed on April 15, 1998. 11 13
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ----------------------- -------------------------------------------------------------- 1998(5) 1997(5) 1997 1996 1995 1994 1993 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) FINANCIAL CONDITION AT PERIOD END: Securities................ $7,310,413 $6,553,553 $6,469,313 $6,400,685 $4,338,269 $3,637,035 $2,674,468 Loans and Leases.......... 13,548,595 12,427,977 13,438,717 12,514,792 11,690,643 10,286,457 9,566,898 Assets.................... 22,856,499 20,175,697 21,375,054 20,548,998 17,052,883 14,957,009 13,128,544 Deposits.................. 14,731,989 13,922,516 14,914,132 14,374,656 12,485,780 10,630,878 9,477,306 Short-Term Borrowings..... 4,102,971 3,402,405 3,060,931 3,265,432 2,005,495 2,452,218 1,691,744 Long-Term Debt and Convertible Subordinated Notes................... 947,964 457,747 457,878 277,661 425,396 178,713 407,864 Stockholders' Equity...... 2,339,447 1,914,891 2,277,411 2,144,125 1,724,575 1,398,774 1,277,660 AVERAGE BALANCES DURING THE PERIOD: Securities................ $7,038,228 $6,587,116 $6,355,035 $5,905,341 $4,280,773 $3,101,320 $2,365,897 Loans and Leases.......... 13,402,493 12,521,429 12,783,555 12,304,544 10,960,757 9,902,901 8,869,432 Assets.................... 22,069,719 20,425,409 20,460,460 19,480,238 16,166,207 13,829,341 12,041,054 Deposits.................. 12,195,829 12,033,502 14,193,072 13,960,186 11,257,248 9,997,710 8,961,228 Short-Term Borrowings..... 4,154,509 3,582,982 3,283,835 2,780,806 2,669,477 1,967,819 1,365,070 Long Term Debt and Convertible Subordinated Notes................... 645,575 295,690 417,823 342,187 290,824 249,612 343,617 Stockholders' Equity...... 2,225,678 2,049,500 2,052,081 1,946,435 1,586,722 1,314,341 1,157,412 RATIOS: PROFITABILITY RATIOS: Return on average assets (1)..................... 2.00% 1.88% 1.96% 1.72% 1.78% 1.77% 1.71% Return on average stockholders' equity (1)..................... 19.9 18.7 19.6 17.2 18.1 18.6 17.8 Net interest margin....... 4.11 4.07 4.11 3.99 3.90 4.16 4.39 Overhead ratio (1)(2)..... 41.6 41.6 41.0 45.0 43.9 46.6 48.6 Other operating income to total income (3)........ 38.2 35.1 37.1 34.6 34.8 33.1 32.2 CAPITAL RATIOS: Average stockholders' equity to average assets.................. 10.09% 10.04% 10.03% 9.99% 9.82% 9.50% 9.61% Tier 1 risk-adjusted capital................. 11.35 11.59 12.09 11.3 11.03 11.26 11.50 Total risk adjusted capital................. 13.71 14.30 14.70 14.0 14.33 13.21 13.85 Tier 1 leverage........... 9.90 9.23 10.16 9.22 9.47 9.62 9.59 RATIO OF EARNINGS TO FIXED CHARGES (4): Including deposit interest................ 1.84x 1.77x 1.82x 1.71x 1.70x 1.89x 1.89x Excluding deposit interest................ 3.48 3.65 3.92 3.93 3.49 4.75 5.77 CREDIT QUALITY RATIOS: Reserve for credit losses to nonperforming assets.................. 450.23% 418.84% 516.84% 531.48% 436.06% 570.50% 362.84% Reserve for credit losses to loans and leases outstanding ............ 1.50 1.51 1.50 1.50 1.50 1.52 1.51 Net charge-offs to average loans and leases outstanding............. .55 .56 .54 .49 .27 .18 .31 Nonperforming assets to loans, leases and other real estate owned....... .33 .36 .29 .28 .35 .27 .42
- --------------- (1) Operating expenses for 1996 include the impact of the special SAIF assessment of $16.6 million pretax ($10.8 million after tax or $.04 per share). For comparability, excluding the impact of this assessment, return on average assets, return on average equity and the overhead ratio would have been 1.78%, 17.8% and 43.5%, respectively. (2) Operating expenses divided by the sum of taxable equivalent net interest income and other operating income. (3) Other operating income excluding securities gains and losses as a percent of net interest income and other operating income excluding securities gains and losses. (4) Earnings represent income before income taxes plus fixed charges. Fixed charges include interest expense and the proportion deemed representative of the interest factor of rental expense. (5) Ratios and percentages relating to the three month periods ended March 31, 1998 and 1997 have been annualized where appropriate for comparative purposes. 12 14 DESCRIPTION OF CAPITAL STOCK Fifth Third is authorized to issue 300,000,000 shares of Fifth Third Common Stock, no par value, and 500,000 shares of preferred stock, no par value ("Fifth Third Preferred Stock"). As of March 31, 1998, Fifth Third had outstanding 233,130,522 shares of Fifth Third Common Stock and no shares of Fifth Third Preferred Stock. The following summary description of the capital stock of Fifth Third does not purport to be complete and is qualified in its entirety by reference to Fifth Third's Second Amended Articles of Incorporation, as amended, incorporated by reference in Fifth Third's Annual Report on Form 10-K for the year ended December 31, 1997. COMMON STOCK Voting. Under Fifth Third's Second Amended Articles of Incorporation, as amended, the holders of Common Stock have no preemptive rights and the Common Stock has no redemption, sinking fund, or conversion privileges. The holders of Fifth Third Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The Code of Regulations of Fifth Third provides for the division of its Board of Directors into three classes of approximately equal size. Directors are elected for three-year terms and the terms of office of approximately one-third of the classified Board of Directors expire each year. The holders of Fifth Third Common Stock have the right to vote cumulatively in the election of directors. Under applicable Ohio law, unless a corporation's articles of incorporation are amended to provide that no stockholder of the corporation may cumulate his or her voting power, each stockholder has the right to vote cumulatively in the election of directors of such corporation if (i) written notice is given by any stockholder of such corporation to the President, a Vice President or the Secretary of such corporation not less than forty-eight hours before the time fixed for holding the meeting at which directors are to be elected, indicating that such stockholder desires that voting for the election of directors be cumulative, and (ii) announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or the Secretary or by or on behalf of the stockholder giving such notice. In such event, each stockholder will be entitled to cumulate such voting power as he or she possesses and to give one nominee as many votes as the number of directors to be elected multiplied by the number of his or her shares, or to distribute such votes on the same principle among two or more candidates, as each stockholder sees fit. Dividends. Holders of Fifth Third Common Stock are entitled to dividends as and when declared by the Board of Directors out of funds legally available for the payment of dividends. Most of the revenues of Fifth Third available for payment of dividends derive from amounts paid to it by its subsidiaries. Under applicable banking law, the total of all dividends declared in any calendar year by a national bank or a state-chartered bank may not, without the approval of the Comptroller of the Currency, the Federal Reserve Board, or the FDIC, as the case may be, exceed the aggregate of such bank's net profits (as defined) and retained net profits for the preceding two years. The affiliates of Fifth Third include both state and nationally chartered banks. The Comptroller of the Currency and banking authorities of the States of Ohio, Indiana and Kentucky, the principal regulators of such affiliates, have the statutory authority to prohibit a depository institution under their supervision from engaging in what, in their opinion, constitutes an unsafe or unsound practice in conducting its banking or savings association business. The payment of dividends could, depending upon the financial condition of such banking affiliates, be deemed to constitute such an unsafe or unsound practice. No affiliate of Fifth Third has ever been prohibited from declaring dividends or restricted in paying any dividends declared. If, in the opinion of the applicable regulatory authority, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from the practice. The Federal Reserve Board has similar authority with respect to bank holding companies. In addition, the Federal Reserve Board, the Comptroller of the Currency and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Finally, these and other regulatory authorities have established guidelines with respect to the maintenance of appropriate levels of capital by a bank, bank holding company or savings association under their jurisdiction. Compliance with the standards set forth in such guidelines could limit the amount of dividends which Fifth Third and its banking affiliates may pay. 13 15 Liquidation. In the event of any liquidation, dissolution or winding up of Fifth Third, the holders of Fifth Third Common Stock would be entitled to receive, after payment or provision for payment of all debts and liabilities of Fifth Third (including the payment of all fees, taxes and other expenses incidental thereto), the remaining assets of Fifth Third available for distribution. If Fifth Third Preferred Stock is issued, the holders thereof may have priority over the holders of Fifth Third Common Stock in the event of liquidation or dissolution. PREFERRED STOCK Pursuant to Article Fourth of Fifth Third's Second Amended Articles of Incorporation, as amended, the Board of Directors of Fifth Third may, without further action of the Stockholders, (a) divide into one or more new series the authorized shares of Fifth Third Preferred Stock which have not previously been designated, (b) fix the number of shares constituting any such new series, and (c) fix the dividend rates, payment dates, whether dividend rights shall be cumulative or non-cumulative, conversion rights, redemption rights (including sinking fund provisions) and liquidation preferences. Except as otherwise provided by law, holders of any series of Fifth Third Preferred Stock shall not be entitled to vote on any matter. CHANGE OF CONTROL PROVISIONS The Second Amended Articles of Incorporation, as amended, and Code of Regulations of Fifth Third contain various provisions which could make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. Under Fifth Third's Second Amended Articles of Incorporation, as amended, Fifth Third's Board of Directors has the authority to issue 500,000 shares of Fifth Third Preferred Stock and to fix the designations, powers, preferences and rights of such shares and the qualifications, limitations or restrictions applicable thereto. Chapter 1704 of the Ohio Revised Code prohibits an "Issuing Public Corporation" from engaging in a "Chapter 1704 Transaction" with an "Interested Shareholder" for a period of three years following the date on which the person became an Interested Shareholder unless, prior to such date, the directors of the Issuing Public Corporation approve either the Chapter 1704 Transaction or the acquisition of shares pursuant to which such person became an Interested Shareholder. Fifth Third is an Issuing Public Corporation for purposes of the statute. An Interested Shareholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the Issuing Public Corporation in the election of directors. A Chapter 1704 Transaction includes any merger, consolidation, combination or majority share acquisition between or involving an Issuing Public Corporation and an Interested Shareholder or an affiliate or associate of an Interested Shareholder. A Chapter 1704 Transaction also includes certain transfers of property, dividends and issuance or transfers of shares, from or by an Issuing Public Corporation or a subsidiary of an Issuing Public Corporation to, with or for the benefit of an Interested Shareholder or an affiliate or associate of an Interested Shareholder unless such transaction is in the ordinary course of business of the Issuing Public Corporation on terms no more favorable to the Interested Shareholder than those acceptable to third parties as demonstrated by contemporaneous transactions. Finally, Chapter 1704 Transactions include certain transactions which (a) increase the proportionate share ownership of an Interested Shareholder, (b) result in the adoption of a plan or proposal for the dissolution, winding up of the affairs, or liquidation of the Issuing Public Corporation if such plan is proposed by or on behalf of the Interested Shareholder, or (c) pledge or extend the credit or financial resources of the Issuing Public Corporation to or for the benefit of the Interested Shareholder. After the initial three-year moratorium has expired, an Issuing Public Corporation may engage in a Chapter 1704 Transaction if (a) the acquisition of shares pursuant to which the person became an Interested Shareholder received the prior approval of the board of directors of the Issuing Public Corporation, (b) the Chapter 1704 Transaction is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the Issuing Public Corporation and by the holders of shares representing at least a majority of voting shares which are not beneficially owned by an Interested Shareholder or an affiliate or associate of an Interested Shareholder, or (c) the Chapter 1704 Transaction meets certain statutory tests designed to ensure that it be economically fair to all shareholders. 14 16 Ohio law prevents a person, under certain circumstances, from purchasing large amounts of shares of stock of a corporation without shareholder approval. Under Section 1701.831 of the Ohio Revised Code, unless the articles or regulations otherwise provide, any "control share acquisition" of an Issuing Public Corporation can only be made with the prior approval of the corporation's shareholders. A control share acquisition is defined as any acquisition, directly or indirectly (by tender offer, open market purchase, private transaction or otherwise) of shares of a corporation which, when added to all other shares of that corporation owned by the acquiring person, would entitle that person to exercise specified levels of voting power when electing directors. Specifically, unless the provisions of Section 1701.831 have been satisfied, a person may not purchase additional shares of a corporation if that purchase would result in such person holding more than 20%, 33 1/3% or 50% of the voting power. These percentages reflect the Ohio legislature's view that each such acquisition of shares which results in a person's voting power exceeding these levels involves an increase in the ability of a person to control a corporation. These levels of voting power are considered so great that the transaction involved should be considered and approved or rejected by the shareholders. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common Stock is the Fifth Third Bank, Cincinnati, Ohio. REGULATION OF FINANCIAL INSTITUTIONS CAPITAL REQUIREMENTS The federal banking regulators have issued regulations to implement certain capital requirements on commercial banks and large bank holding companies, such as Fifth Third. Under these regulations, commercial banks are required to maintain minimum capital ratios of: (i) Tier 1 capital to total assets (a "leverage ratio") in the range of 3% to 5%, (ii) Tier 1 capital of at least 4% of total risk-weighted assets and off-balance sheet exposures, and (iii) "total" capital of at least 8% of total risk-weighted assets and off-balance sheet items. Banks with capital ratios that equal or exceed 5%, 6% and 10% for leverage, Tier 1 risk-based and total risk-based capital ratios, respectively, are generally considered "well capitalized" and enjoy certain regulatory advantages. Tier 1 capital generally consists of common stockholders' equity, retained income and certain noncumulative perpetual preferred stock and related income, except that no intangibles and certain purchased mortgage servicing rights and purchased credit card relationships may be included in capital. "Total capital" means Tier 1 capital plus "Tier 2 capital," provided that the amount of Tier 2 capital may not exceed the amount of Tier 1 capital, less certain assets. The components of Tier 2 capital include certain permanent and maturing capital instruments that do not qualify as Tier 1 capital and general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. The Federal Reserve Board has established capital requirements for bank holding companies that generally parallel the capital requirements for commercial banks. Fifth Third and each of its subsidiary banks are in compliance with current capital requirements. As of December 31, 1997, Fifth Third had a leverage ratio of 10.16%, its Tier 1 risk-based capital ratio was 12.09% and its total risk-based capital ratio was 14.70%. GENERAL REGULATION OF BANK HOLDING COMPANIES Fifth Third is extensively regulated under both federal and state law. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. As a bank holding company, Fifth Third is registered with and subject to regulation by the Federal Reserve Board. A bank holding company is required to file with the Federal Reserve Board an annual report and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board also makes examinations of bank holding companies. The Bank Holding Company Act requires each bank holding company to obtain the prior approval of the Federal Reserve Board 15 17 before it may acquire substantially all of the assets of any bank, or before it may acquire ownership or control of any voting shares of any company if, after such acquisition, it would own or control directly or indirectly, more than 5% of the voting shares of such bank or company. The Bank Holding Company Act also restricts the types of businesses and operations in which a bank holding company and its subsidiaries (other than bank subsidiaries) may engage. Generally, permissible activities are limited to banking and activities found by the Federal Reserve Board to be closely related to banking. GENERAL REGULATION OF COMMERCIAL BANKS The operations of the subsidiary banks of Fifth Third are subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services which may be offered. Various consumer laws and regulations also affect the operations of these banking subsidiaries. National banks are subject to the supervision of and are regularly examined by the Comptroller of the Currency. In addition, national banks are, and state-chartered banks may be, members of the Federal Reserve System and their deposits are insured by the FDIC. As such, banks also may be subject to examination by those agencies. State chartered banking corporations are subject to federal and state regulation of their business and activities, including, in the case of banks chartered in Ohio, by the Ohio Division of Financial Institutions, in the case of banks chartered in Kentucky, by the Kentucky Department of Financial Institutions, and in the case of banks chartered in Indiana, by the Indiana Department of Financial Institutions. UNDERWRITING Upon the terms and subject to the conditions stated in the Underwriting Agreement dated the date hereof, each of the underwriters (the "Underwriters") named below has severally agreed to purchase, and Fifth Third has agreed to sell to such Underwriter, the number of shares of Common Stock set forth opposite the name of such Underwriter.
NAME OF UNDERWRITER NUMBER OF SHARES ------------------- ---------------- Smith Barney Inc.......................................... Goldman, Sachs & Co....................................... J. P. Morgan Securities Inc............................... Donaldson, Lufkin & Jenrette Securities Corporation....... Merrill Lynch & Co, Merrill Lynch, Pierce, Fenner & Smith Incorporated.................................. NationsBanc Montgomery Securities LLC..................... The Ohio Company.......................................... ---------- Total........................................... ==========
The Underwriting Agreement provides that the obligations of the Underwriters to pay for and accept delivery of the shares are subject to approval of certain legal matters by counsel and to certain other conditions. The Underwriters are obligated to take and pay for all shares of Common Stock offered hereby if any such shares are taken. The Underwriters propose to offer part of the shares directly to the public at the public offering price set forth on the cover page of this Prospectus and part of the shares to certain dealers at a price which represents a concession not in excess of $ per share under the public offering price. The Underwriters may allow, and such dealers may reallow, a concession not in excess of $ per share to certain other dealers. After the initial offering of shares to the public, the public offering price and such concessions may be changed by the Underwriters. Fifth Third has agreed that it will not, without the prior written consent of Smith Barney Inc., for a period of 90 days after the date of this Prospectus, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual 16 18 disposition or effective economic disposition due to cash settlement or otherwise) by Fifth Third or any affiliate of Fifth Third or any person in privity with Fifth Third or any affiliate of Fifth Third), directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock (except for the issuance of shares of Common Stock pursuant to existing stock option, purchase and compensation plans, or upon conversion of any currently outstanding convertible securities or the issuance of shares of Common Stock as consideration for the acquisition of one or more businesses including the acquisitions of The Ohio Company, State Savings and CitFed Bancorp), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to existing stock option, purchase and compensation plans), otherwise than in accordance with this Agreement or as contemplated in the Prospectus. Fifth Third and the Underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids for and purchase of the Common Stock so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the Common Stock in the open market in order to cover syndicate short positions. Penalty bids permit the Underwriters to reclaim a selling concession from a syndicate member when the Common Stock originally sold by such syndicate member is purchased in a stabilizing transaction or syndicate covering transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Common Stock to be higher than it would otherwise be in the absence of such transactions. These transactions may be effected on the Nasdaq National Market or otherwise and, if commenced, may be discontinued at any time. The Underwriters have from time to time performed various investment banking services for Fifth Third and its affiliates, and received customary compensation therefor. In addition, Fifth Third has agreed to acquire The Ohio Company, an entity serving as an Underwriter, as described under "RECENT TRANSACTIONS." LEGAL MATTERS The authorization and the issuance of the shares of Common Stock offered hereby will be passed upon for Fifth Third by Graydon, Head & Ritchey, Cincinnati, Ohio. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 17 19 ====================================================== NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FIFTH THIRD OR BY ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES IN ANY STATE OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents by Reference........................... 3 Cautionary Statement Concerning Forward-Looking Information......... 3 Prospectus Summary.................... 4 Business of Fifth Third............... 6 First Quarter Results................. 7 Recent Transactions................... 7 Use of Proceeds....................... 9 Market Price and Dividend Information......................... 9 Capitalization........................ 10 Selected Historical Financial Data.... 11 Description of Capital Stock.......... 13 Regulation of Financial Institutions........................ 15 Underwriting.......................... 16 Legal Matters......................... 17 Experts............................... 17 ============================================
====================================================== 3,600,000 SHARES FIFTH THIRD BANCORP COMMON STOCK FIFTH THIRD LOGO ------------ PROSPECTUS , 1998 ------------ SALOMON SMITH BARNEY GOLDMAN, SACHS & CO. J. P. MORGAN & CO. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH & CO. NATIONSBANC MONTGOMERY SECURITIES LLC THE OHIO COMPANY ====================================================== 20 INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of the fees and expenses (all but the Commission fees are estimates) in connection with the issuance and distribution of the shares of Common Stock being registered hereunder. All such fees and expenses shall be borne by Fifth Third. Commission registration fees................................ $ 59,538 Nasdaq National Market listing fee.......................... 17,500 Blue Sky fees and expenses.................................. 2,500 Printing and engraving expenses............................. 40,000 Transfer agent and registrar fee and expenses............... 5,000 Attorneys fees and expenses................................. 75,000 Accounting fees and expenses................................ 30,000 Miscellaneous............................................... 462 -------- Total............................................. $230,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1701.13(E) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2) further specifies that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of (a) any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent, that the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper, and (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends and distribution of assets. In addition, Section 1701.13(E) requires a corporation to pay any expenses, including attorney's fees, of a director in defending an action, suit, or proceeding referred to above as they are II-1 21 incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to both (i) repay such amount if it is proved by clear and convincing evidence that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably cooperate with the corporation concerning the action, suit, or proceeding. The indemnification provided by Section 1701.13(E) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Second Amended Articles of Incorporation or Code of Regulations of Fifth Third. The Code of Regulations of Fifth Third provides that Fifth Third shall indemnify each director and each officer of Fifth Third, and each person employed by Fifth Third who serves at the written request of the President of Fifth Third as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, to the full extent permitted by Ohio law. Fifth Third may indemnify assistant officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law. Fifth Third carries directors' and officers' liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
DOCUMENT EXHIBIT - -------- ------- Form of Underwriting Agreement.............................. 1.1 Opinion of Graydon, Head & Ritchey.......................... 5.1 Consent of Graydon, Head & Ritchey (included in Exhibit 5.1)...................................................... 23.1 Consent of Deloitte & Touche LLP............................ 23.2 A power of attorney where various individuals authorize the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith....................................... 24.1* Registrant's Financial Data Schedule........................ 27.1**
- --------------- * Previously filed. ** Incorporated herein by reference to Exhibit 27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) The undersigned hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (c) The undersigned hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 22 (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, and has duly caused this Amendment No. 1 to Registration Statement No. 333-49993 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on April 24, 1998. FIFTH THIRD BANCORP /s/ GEORGE A. SCHAEFER, JR. ------------------------------------ By: George A. Schaefer, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement No. 333-49993 has been signed by the following persons in the capacities and on the dates indicated. Principal Executive Officer: /s/ GEORGE A. SCHAEFER, JR. Date: April 24, 1998 - ----------------------------------------------------- George A. Schaefer, Jr. President and Chief Executive Officer Principal Financial Officer: /s/ NEAL E. ARNOLD Date: April 24, 1998 - ----------------------------------------------------- Neal E. Arnold Chief Financial Officer and Treasurer Principal Accounting Officer: /s/ ROGER W. DEAN Date: April 24, 1998 - ----------------------------------------------------- Roger W. Dean Controller Directors of the Company: Date: April , 1998 - ----------------------------------------------------- Darryl F. Allen /s/ JOHN F. BARRETT* Date: April 24, 1998 - ----------------------------------------------------- John F. Barrett Date: April , 1998 - ----------------------------------------------------- Milton C. Boesel, Jr.
II-4 24 - ------------------------------------------------------ Date: April , 1998 Gerald V. Dirvin /s/ THOMAS B. DONNELL* Date: April 24, 1998 - ------------------------------------------------------ Thomas B. Donnell /s/ RICHARD T. FARMER* Date: April 24, 1998 - ------------------------------------------------------ Richard T. Farmer Date: April , 1998 - ------------------------------------------------------ Ivan W. Gorr /s/ JOSEPH H. HEAD, JR.* Date: April 24, 1998 - ------------------------------------------------------ Joseph H. Head, Jr. /s/ JOAN R. HERSCHEDE* Date: April 24, 1998 - ------------------------------------------------------ Joan R. Herschede Date: April , 1998 - ------------------------------------------------------ William G. Kagler Date: April ,1998 - ------------------------------------------------------ James D. Kiggen /s/ MITCHEL LIVINGSTON* Date: April 24,1998 - ------------------------------------------------------ Mitchel Livingston /s/ ROBERT B. MORGAN* Date: April 24,1998 - ------------------------------------------------------ Robert B. Morgan /s/ JAMES E. ROGERS* Date: April 24,1998 - ------------------------------------------------------ James E. Rogers Date: April , 1998 - ------------------------------------------------------ Brian H. Rowe
II-5 25 /s/ GEORGE A. SCHAEFER, JR. Date: April 24, 1998 - ------------------------------------------------------ George A. Schaefer, Jr. /s/ JOHN J. SCHIFF, JR.* Date: April 24, 1998 - ------------------------------------------------------ John J. Schiff, Jr. Date: April , 1998 - ------------------------------------------------------ Dennis J. Sullivan, Jr. /s/ DUDLEY S. TAFT* Date: April 24, 1998 - ------------------------------------------------------ Dudley S. Taft *By: /s/ GEORGE A. SCHAEFER, JR. - ------------------------------------------------------ George A. Schaefer, Jr. as attorney-in-fact pursuant to a power of attorney previously filed
II-6 EX-1.1 2 EXHIBIT 1.1 1 Exhibit 1.1 Fifth Third Bancorp 3,600,000 Shares Common Stock (no par value) Underwriting Agreement New York, New York April __, 1998 Salomon Smith Barney Smith Barney Inc. Goldman, Sachs & Co. J.P. Morgan Securities Inc. Donaldson, Lufkin & Jenrette Securities Corporation Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated NationsBanc Montgomery Securities LLC The Ohio Company As Representatives of the several Underwriters c/o Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Fifth Third Bancorp, an Ohio corporation (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, 3,600,000 shares of Common Stock, no par value ("Common Stock"), of the Company (said shares to be issued and sold by the Company being hereinafter called the "Securities"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 17 hereof. 2 2 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (file number 333-49993) on Form S-3, including a related preliminary prospectus, for the registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: either (i) prior to the Effective Date of such registration statement, a further amendment to such registration statement, (including the form of final prospectus), (ii) after the Effective Date of such registration statement, a final prospectus in accordance with Rules 430A and 424(b), or (iii) a final prospectus in accordance with Rules 415 and 424(b). In the case of clause (ii), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in such registration statement and the Prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). (b) On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished herein or in writing to the 3 3 Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (c) Each of the Company and each of its subsidiaries (as defined below) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; the Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and the current activities of the Company and its subsidiaries (as defined in the rules and regulations of the Board of Governors of the Federal Reserve System thereunder (the "BHC Rules")) (individually a "Subsidiary" and collectively the "Subsidiaries") would be activities permissible for a bank holding company under the BHC Act and the BHC Rules. (d) All the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (e) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Prospectus under the heading "Regulation of Financial Institutions" fairly summarize the matters therein described. (f) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms. (g) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended. (h) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. 4 4 (i) Neither the issue and sale of the Securities nor the consummation of any other transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties. (j) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement. (k) The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter. 2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share, the amount of the Securities set forth opposite such Underwriter's name in Schedule I hereto. 3. DELIVERY AND PAYMENT. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on April __, 1998, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by 5 5 the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. 4. OFFERING BY UNDERWRITERS. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. 5. AGREEMENTS. The Company agrees with the several Underwriters that: (a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the 6 6 Exchange Act or the respective rules thereunder, the Company promptly will (i) notify the Representatives of such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of executed Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus and the Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (f) The Company will not, without the prior written consent of Salomon Smith Barney, for a period of 90 days following the Execution Time, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or announce the offering of, any other shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock; PROVIDED, HOWEVER, that the Company (i) may issue and sell Common Stock pursuant to any stock option, purchase and compensation plans of the Company in effect at the Execution Time, (ii) the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time, and (iii) the Company may issue Common Stock as consideration for the acquisition of one or more businesses including the acquisitions of The Ohio Company, State Savings Company and CitFed Bancorp, Inc. 7 7 (g) The Company will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the Business Day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of Graydon, Head & Ritchey, special counsel for the Company, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; (ii) the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly listed and admitted and authorized for trading, subject to official notice of issuance, on the 8 8 Nasdaq National Market; the certificates for the Securities are in valid and sufficient form; and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, to the knowledge of such counsel, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (iv) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; and (vii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained. 9 9 In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Ohio or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. The opinion of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. Such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Underwriters and counsel for the Underwriters in connection with the preparation of the Registration Statement and the Prospectus and has considered the matters and statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such matters and statements (except as indicated above), and on the basis of the foregoing, such counsel advises that such counsel has no reason to believe that on the Effective Date or at the Execution Time the Registration Statement contains or contained any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion). (c) Paul L. Reynolds, General Counsel to the Company, shall have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) each of the Company's Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; the Company is duly registered as a bank holding company under the BHC Act and the current activities of the Company and its Subsidiaries would be activities permissible for a bank holding company under the BHC Act and the BHC Rules; (ii) except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; 10 10 (iii) all the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iv) the statements in the Prospectus under the heading "Regulation of Financial Institutions" fairly summarize the matters therein described; (v) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiaries pursuant to, (A) the charter or by-laws of the Company or its Subsidiaries, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its Subsidiaries is a party or bound or to which its or their property is subject, or (C) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its Subsidiaries or any of its or their properties; and (vi) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Ohio or the Federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (c) include any supplements thereto at the Closing Date. The opinion of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. Such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the Underwriters and counsel for the Underwriters in connection with the preparation of the Registration Statement and the Prospectus and has considered the matters and statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such matters and statements (except as indicated above), and on the basis of the foregoing, such counsel advises that such counsel has no reason to believe that on the Effective Date or at the Execution Time the Registration Statement contains or contained any untrue statement of 11 11 a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date and on the Closing Date includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion). (d) The Representatives shall have received from Cleary, Gottlieb, Steen & Hamilton, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. The opinion or opinions of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (f) At the Execution Time and at the Closing Date, Deloitte & Touche LLP shall have furnished to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of 12 12 the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules and pro forma financial statements included or incorporated in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders and directors and executive, audit and compensation and stock option committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 1997, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; (2) with respect to the period subsequent to December 31, 1997, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity of the Company as compared with the amounts shown on the December 31, 1997 consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, or for the period from January 1, 1998 to such specified date there were any decreases, as compared with the corresponding period in the preceding year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to 13 13 the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "Selected Historical Financial Data" in the Prospectus and the information included or incorporated in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (f) include any supplement thereto at the date of the letter. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto). (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. 14 14 (i) The Securities shall have been listed and admitted and authorized for trading on the Nasdaq National Market, and satisfactory evidence of such actions shall have been provided to the Representatives. (j) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for the Underwriters, at One Liberty Plaza, New York, New York, on the Closing Date. 7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through Salomon Smith Barney on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such 15 15 case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that (i) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities, (ii) the legends in block capital letters on page 2 related to stabilization, syndicate covering transactions and penalty bids, and (iii) under the heading "Underwriting," (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); PROVIDED, HOWEVER, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, 16 16 any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; PROVIDED, HOWEVER, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of 17 17 fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities and arrangements satisfactory to such nondefaulting Underwriters and the Company are not made within 48 hours after such default, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9 that does not result in the termination of this Agreement, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (a) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on either of such Exchange or National Market, (b) a banking moratorium shall have been declared either by Federal, New York State or Ohio authorities or the Board of Governors of the Federal Reserve or (c) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or 18 18 inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Prospectus (exclusive of any supplement thereto). 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Salomon Smith Barney General Counsel (fax no.: (212) 816-7912 and confirmed to the General Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to ___________ and confirmed to it at _______, Attention: Paul L. Reynolds, Esq. 13. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 15. COUNTERPARTS. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 16. HEADINGS. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. DEFINITIONS. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or Ohio. "Commission" shall mean the Securities and Exchange Commission. 19 19 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or become effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the initial registration statement. "Salomon Smith Barney" shall mean Smith Barney Inc. or Salomon Brothers Inc, to the extent that either such party is a signatory to this Agreement. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). 20 20 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, Fifth Third Bancorp By: -------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Smith Barney Inc. Goldman, Sachs & Co. J.P. Morgan Securities Inc. Donaldson, Lufkin & Jenrette Securities Corporation Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated NationsBanc Montgomery Securities LLC The Ohio Company By: Smith Barney Inc. By: --------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. 21 SCHEDULE I
NUMBER OF UNDERWRITTEN UNDERWRITERS SECURITIES TO BE PURCHASED - ------------ -------------------------- Smith Barney Inc......................................................... Goldman, Sachs & Co...................................................... J.P. Morgan Securities Inc............................................... Donaldson, Lufkin & Jenrette Securities Corporation...................... Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated............................................. NationsBanc Montgomery Securities LLC.................................... The Ohio Company......................................................... ----------------------- Total.................................................. =======================
EX-5.1 3 EXHIBIT 5.1 1 Exhibit 5.1 [GRAYDON, HEAD & RITCHEY LETTERHEAD] April 23, 1998 Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45236 Re: Issuance of 3,600,000 Shares of Common Stock of Fifth Third Bancorp pursuant to Registration Statement on Form S-3 (File No. 333-49993), as amended, filed with The Securities and Exchange Commission Gentlemen: We have acted as counsel to Fifth Third Bancorp, an Ohio corporation, ("Company"), in connection with the issuance of 3,600,000 shares of common stock, no par value per share (the "Common Stock"), pursuant to the public offering of such shares, as set forth in the Registration Statement on Form S-3 (File No. 333-49993), as amended (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission. As counsel for the Company we have made such legal and factual examinations and inquiries as we deem advisable for the purpose of rendering this opinion. In addition, we have examined such documents and materials, including the Articles of Incorporation, Code of Regulations and other corporate records of the Company, as we have deemed necessary for the purpose of this opinion. On the basis of the foregoing, we express the opinion that the 3,600,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statements have been duly authorized for issuance and sale as contemplated by the Registration Statements, are free of preemptive rights and, when issued and delivered by the Company as contemplated by the Registration Statement against payment of the consideration set forth therein, will be validly issued, fully paid and nonassessable. 2 Fifth Third Bancorp Page 2 April 23, 1998 We hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to our firm in the related Prospectus under the caption "Legal Matters." Very truly yours, GRAYDON, HEAD & RITCHEY By: /s/ Richard G. Schmalzl ---------------------------- Richard G. Schmalzl, Partner EX-23.2 4 EXHIBIT 23.2 1 Exhibit 23.2 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-49993 of Fifth Third Bancorp on Form S-3 of our report dated January 15, 1998, incorporated by reference in the Annual Report on Form 10-K of Fifth Third Bancorp for the year ended December 31, 1997, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Cincinnati, Ohio April 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----