8-K/A 1 l86046ae8-ka.txt FIFTH THIRD BANCORP FORM 8-K/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2000 ----------------- Fifth Third Bancorp ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 000-08076 31-0854434 ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Fifth Third Center, Cincinnati, Ohio 45263 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 579-5300 -------------- N/A ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) ================================================================================ 2 Item 5. Other Events. As previously reported in Fifth Third Bancorp's Current Report on Form 8-K filed on November 20, 2000, Fifth Third and Old Kent Financial Corporation entered into an Agreement and Plan of Merger on November 20, 2000, pursuant to which Old Kent would be merged with and into Fifth Third. A copy of that Agreement and Plan of Merger was included as an exhibit to that report. Subsequently, in order to structure the merger as a merger of Old Kent with and into Fifth Third Financial Corporation, a newly-formed, wholly-owned subsidiary of Fifth Third, Fifth Third and Old Kent prepared an Amended and Restated Agreement and Plan of Merger. This Amended and Restated Agreement and Plan of Merger was approved by the Old Kent board of directors on January 15, 2001 and was approved by the Fifth Third and Fifth Third Financial Corporation boards of directors on January 16, 2001. The Amended and Restated Agreement and Plan of Merger was then executed by Fifth Third, Fifth Third Financial Corporation and Old Kent on January 16, 2001. This amendment is being filed to include a copy of the Amended and Restated Agreement and Plan of Merger as well as unaudited pro forma condensed combined financial information of Fifth Third giving effect to Fifth Third's pending acquisitions of both Old Kent Financial Corporation and Capital Holdings, Inc. so that such information may be incorporated into Fifth Third's other filings with the Securities and Exchange Commission. As a result of the merger, each issued and outstanding share of Old Kent common stock (excluding treasury and certain other shares), together with the preferred stock purchase rights attached thereto, will be converted into 0.74 of a share of Fifth Third common stock. Cash will be paid for any fractional share of Fifth Third common stock to which any holder of Old Kent common stock would be entitled pursuant to the merger in lieu of such fractional share. This exchange ratio is subject to change if, prior to the effective time of the merger the outstanding shares of Fifth Third common stock or Old Kent common stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization. In this case, an appropriate and proportionate adjustment shall be made to the exchange ratio. Each share of Old Kent series D perpetual preferred stock issued and outstanding immediately prior to the effective time of the merger shall be converted into one share of perpetual preferred stock of Fifth Third designated as Fifth Third series D perpetual preferred stock. The terms of the Fifth Third series D perpetual preferred stock shall be substantially identical to the terms of the Old Kent series D perpetual preferred stock, except for such changes as may be required to give effect to the adjustment required by Section D.5.3.E. of the certificate of designations, preferences and rights relating thereto in respect of the merger. Each share of Old Kent series E perpetual preferred stock issued and outstanding immediately prior to the effective time of the merger shall be converted into one share of perpetual preferred stock of Fifth Third designated as Fifth Third series E perpetual preferred stock. The terms of the Fifth Third series E perpetual preferred stock shall be substantially identical to the terms of the Old Kent series E perpetual preferred stock. Consummation of the merger will result in the Old Kent common stock ceasing to be listed on the New York Stock Exchange and the termination of the registration of such securities pursuant to the Securities Exchange Act of 1934. The merger is expected to qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code and to be accounted for as a pooling-of-interests. The merger is subject to approval by the shareholders of Old Kent, approval by the shareholders of Fifth Third, receipt of certain regulatory approvals and other customary conditions set forth in the Amended and Restated Agreement and Plan of Merger. As a condition and inducement to Fifth Third's entering into the Agreement and Plan of Merger, Old Kent entered into a Stock Option Agreement with Fifth Third. Pursuant to the Stock Option Agreement, Old Kent has granted to Fifth Third an option to purchase up to 19.9% of Old Kent's outstanding common stock at a price of $25.00 per share, exercisable only upon the occurrence of certain events. Both the number of shares subject to the option and the exercise price therefor are subject to adjustment as provided in the Stock Option Agreement. The Stock Option Agreement was included as Exhibit 4.1 to this Current Report on Form 8-K as originally filed on November 20, 2000, and is hereby incorporated herein by reference. Pursuant to the Amended and Restated Agreement and Plan of Merger, upon consummation of the merger, the articles of incorporation of Fifth Third Financial Corporation shall be the articles of incorporation of the surviving corporation, and the code of regulations of Fifth Third Financial Corporation shall be the code of regulations of the surviving corporation, until each is amended in accordance with law. Additionally, in the Amended and Restated Agreement and Plan of Merger, Fifth Third has agreed: (1) to take all steps reasonably required to appoint three Directors of Old Kent as Directors of Fifth Third, and (2) to extend offers to all individuals who are members of the Board of Directors of Old Kent immediately prior to the effective time of the merger to become members of the Board of Directors of Fifth Third's principal bank located in Michigan (or any successor thereto) immediately after the effective time of the merger. The Amended and Restated Agreement and Plan of Merger may be terminated by either Fifth Third or Old Kent if the merger has not been consummated by November 20, 2001, unless the failure of the consummation to occur by such date shall be due to the failure of the party seeking to terminate the Amended and Restated Agreement and Plan of Merger to perform or observe the covenants and agreements of such party set forth therein. The preceding summary of certain provisions of the Amended and Restated Agreement and Plan of Merger, a copy of which is filed as an exhibit hereto and is incorporated by reference herein, and the Stock Option Agreement, a copy of which was filed as an exhibit to this Current Report on Form 8-K as originally filed on November 20, 2000, is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements. FORWARD-LOOKING STATEMENT DISCLOSURE This report contains or may contain forward- looking statements about Fifth Third Bancorp, Capital Holdings, Inc., Old Kent Financial Corporation and the combined company which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements are made in connection to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third and/or the combined company. These forward- looking statements involve certain risks and uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance and these forward- looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the states in which Fifth Third, Capital Holdings and/or Old Kent do business, are less favorable than expected; (5) legislative or regulatory changes adversely affect the businesses in which Fifth Third, Capital Holdings and/or Old Kent are engaged; and (6) changes in the securities markets. Further information on other factors which could effect the financial results of Fifth Third after the mergers are included in Fifth Third's, Capital Holdings' and Old Kent's filings with the SEC. These documents are available 3 free of charge at the SEC's website at http://www.sec.gov and/or from Fifth Third, Capital Holdings or Old Kent. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired. N/A (b) Pro forma financial information. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following Unaudited Pro Forma Condensed Combined Financial Information is based on the historical financial statements of Fifth Third, Old Kent and Capital Holdings and has been prepared to illustrate the effects of the acquisitions described below. The Unaudited Pro Forma Condensed Combined Financial Information is presented for illustration purposes only in accordance with the assumptions set forth below, and is not necessarily indicative of the operating results or financial position that would have occurred if Fifth Third's mergers with Old Kent and Capital Holdings had been consummated nor is it necessarily indicative of future operating results or financial position of the combined company. The Unaudited Pro Forma Condensed Combined Financial Information reflects the following transactions using the pooling-of-interests method of accounting: (1) pending merger of Fifth Third and Old Kent; and (2) pending merger of Fifth Third and Capital Holdings. The Unaudited Pro Forma Condensed Combined Balance Sheet assumes Fifth Third's mergers with Old Kent and Capital Holdings were consummated on September 30, 2000. The Unaudited Pro Forma Condensed Combined Statements of Income for the nine months ended September 30, 2000 and the years ended December 31, 1999, 1998 and 1997 present the combined results of operations of Fifth Third, Old Kent and Capital Holdings as if the mergers had been effective at the beginning of each period presented. Fifth Third expects that substantial benefits will be achieved from the mergers with Old Kent and Capital Holdings including operating cost savings and revenue enhancements. The pro forma earnings do not reflect any potential savings or revenue enhancements which are expected to result from the consolidation of operations of Fifth Third, Old Kent and Capital Holdings and are not necessarily indicative of the results of future operations. No assurances can be given with respect to the ultimate level of expense savings and revenue enhancements to be realized. FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2000 ($000'S)
FIFTH THIRD OLD KENT CAPITAL BANCORP AND FINANCIAL HOLDINGS, PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION INC. ADJUSTMENTS COMBINED ------------ ----------- ---------- ----------- ----------- ASSETS Cash and Due From Banks.......... $ 779,589 $ 654,298 $ 20,296 $ -- $ 1,454,183 Securities Available for Sale.... 14,847,612 3,391,554 227,928 -- 18,467,094 Securities Held to Maturity...... 44,110 562,762 -- -- 606,872 Other Short-Term Investments..... 200,381 44,624 -- -- 245,005 Loans Held for Sale.............. 437,466 934,793 -- -- 1,372,259 Loans and Leases................. 25,861,725 15,617,327 823,989 -- 42,303,041 Reserve for Credit Losses........ (383,923) (223,913) (11,846) (42,000)(3) (661,682) ----------- ----------- ---------- --------- ----------- Net Loans and Leases...... 25,477,802 15,393,414 812,143 (42,000) 41,641,359 Bank Premises and Equipment...... 498,990 277,808 10,188 (42,000)(3) 744,986 Accrued Income Receivable........ 348,414 170,133 7,609 -- 526,156 Other Assets..................... 1,761,536 1,089,214 6,503 (10,000)(3) 2,847,253 ----------- ----------- ---------- --------- ----------- Total Assets.............. $44,395,900 $22,518,600 $1,084,667 $ (94,000) $67,905,167 =========== =========== ========== ========= =========== LIABILITIES AND SHAREHOLDERS' EQUITY Total Deposits................... $25,474,581 $16,758,128 $ 873,886 $ -- $43,106,595 Federal Funds Borrowed........... 3,598,709 782,550 13,660 -- 4,394,919 Short-Term Bank Notes............ 2,900,536 -- -- -- 2,900,536 Other Short-Term Borrowings...... 1,695,180 2,567,202 39,206 -- 4,301,588 Accrued Taxes, Interest and Expenses....................... 1,157,945 304,001 10,280 141,000(3) 1,613,226 Other Liabilities................ 238,478 55,394 4,111 -- 297,983 Long-Term Debt................... 4,721,842 349,779 48,900 -- 5,120,521 Guaranteed Preferred Beneficial Interests in Convertible Preferred Debentures........... 172,500 100,000 -- -- 272,500 ----------- ----------- ---------- --------- ----------- Total Liabilities......... 39,959,771 20,917,054 990,043 141,000 62,007,868 ----------- ----------- ---------- --------- ----------- SHAREHOLDERS' EQUITY Preferred Stock: Series D Perpetual............. -- 7,250 -- -- 7,250 Series E Perpetual............. -- 2,000 -- -- 2,000 Common Stock..................... 1,033,188 137,029 1,178 96,885(2) 1,268,280 Capital Surplus.................. 620,893 562,127 60,513 (96,993)(2) 1,146,540 Retained Earnings................ 3,102,851 935,640 35,468 (235,000)(3) 3,838,959 Net Unrealized Losses on Securities Available for Sale........................... (156,031) (42,500) (2,427) -- (200,958) Treasury Stock................... (164,772) -- (108) 108(2) (164,772) ----------- ----------- ---------- --------- ----------- Total Shareholders' Equity.................. 4,436,129 1,601,546 94,624 (235,000) 5,897,299 ----------- ----------- ---------- --------- ----------- Total Liabilities and Shareholders' Equity.... $44,395,900 $22,518,600 $1,084,667 $ (94,000) $67,905,167 =========== =========== ========== ========= ===========
See accompanying notes to the unaudited pro forma condensed combined financial information. FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 2000 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD OLD KENT CAPITAL BANCORP AND FINANCIAL HOLDINGS, PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION INC. ADJUSTMENTS COMBINED ------------- ------------ ---------- ----------- ------------ Interest Income................. $ 2,427,356 $ 1,227,978 $ 60,512 $ -- $ 3,715,846 Interest Expense................ 1,328,198 644,423 35,658 -- 2,008,279 ------------ ------------ ---------- ---------- ------------ Net Interest Income............. 1,099,158 583,555 24,854 -- 1,707,567 Provision for Credit Losses..... 65,926 40,201 1,375 -- 107,502 ------------ ------------ ---------- ---------- ------------ Net Interest Differential....... 1,033,232 543,354 23,479 -- 1,600,065 ------------ ------------ ---------- ---------- ------------ Other Operating Income: Service Charges on Deposits... 160,631 61,119 488 -- 222,238 Other Operating Income........ 581,971 269,159 1,240 -- 852,370 ------------ ------------ ---------- ---------- ------------ Total Other Income.............. 742,602 330,278 1,728 -- 1,074,608 ------------ ------------ ---------- ---------- ------------ Operating Expenses: Salaries, Wages and Benefits.................... 395,097 283,406 6,607 -- 685,110 Equipment and Occupancy Expenses.................... 94,836 81,554 1,246 -- 177,636 Other Operating Expenses...... 356,434 223,678 4,251 -- 584,363 ------------ ------------ ---------- ---------- ------------ Total Operating Expenses........ 846,367 588,638 12,104 -- 1,447,109 ------------ ------------ ---------- ---------- ------------ Earnings Before Income Taxes.... 929,467 284,994 13,103 -- 1,227,564 Applicable Income Taxes......... 302,984 89,554 4,333 -- 396,871 ------------ ------------ ---------- ---------- ------------ Net Income...................... 626,483 195,440 8,770 -- 830,693 Dividend on Preferred Stock..... -- (555) -- -- (555) ------------ ------------ ---------- ---------- ------------ Net Income Available to Common Shareholders.................. $ 626,483 $ 194,885 $ 8,770 $ -- $ 830,138 ============ ============ ========== ========== ============ Average Shares Outstanding: Basic......................... 464,201,545 137,333,000 7,048,190 570,324,710 Diluted....................... 475,624,871 138,620,000 7,283,791 582,850,730 Earnings Per Share: Basic......................... $ 1.35 $ 1.42 $ 1.24 $ 1.46 Diluted....................... $ 1.33 $ 1.41 $ 1.20 $ 1.43
See accompanying notes to the unaudited pro forma condensed combined financial information. FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD OLD KENT CAPITAL BANCORP AND FINANCIAL HOLDINGS, PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION INC. ADJUSTMENTS COMBINED -------------- ------------ ---------- ----------- ------------ Interest Income.................. $ 2,738,082 $ 1,461,363 $ 65,786 $ -- $ 4,265,231 Interest Expense................. 1,333,491 688,245 36,818 -- 2,058,554 ----------- ------------ ---------- ---------- ------------ Net Interest Income.............. 1,404,591 773,118 28,968 -- 2,206,677 Provision for Credit Losses...... 134,057 35,388 2,310 -- 171,755 ----------- ------------ ---------- ---------- ------------ Net Interest Differential........ 1,270,534 737,730 26,658 -- 2,034,922 ----------- ------------ ---------- ---------- ------------ Other Operating Income: Service Charges on Deposits................... 174,257 78,153 569 -- 252,979 Other Operating Income....... 703,429 378,577 1,663 -- 1,083,669 ----------- ------------ ---------- ---------- ------------ Total Other Income............... 877,686 456,730 2,232 -- 1,336,648 ----------- ------------ ---------- ---------- ------------ Operating Expenses: Salaries, Wages and Benefits................... 505,075 381,224 7,888 -- 894,187 Equipment and Occupancy Expenses................... 122,072 107,345 1,529 -- 230,946 Other Operating Expenses..... 494,809 277,310 5,370 -- 777,489 ----------- ------------ ---------- ---------- ------------ Total Operating Expenses......... 1,121,956 765,879 14,787 -- 1,902,622 ----------- ------------ ---------- ---------- ------------ Earnings Before Income Taxes..... 1,026,264 428,581 14,103 -- 1,468,948 Applicable Income Taxes.......... 358,035 149,463 4,608 -- 512,106 ----------- ------------ ---------- ---------- ------------ Net Income....................... 668,229 279,118 9,495 -- 956,842 Dividend on Preferred Stock...... -- (740) -- -- (740) ----------- ------------ ---------- ---------- ------------ Net Income Available to Common Shareholders................... $ 668,229 $ 278,378 $ 9,495 $ -- $ 956,102 =========== ============ ========== ========== ============ Average Shares Outstanding: Basic........................ 459,178,812 139,003,000 6,135,009 565,955,168 Diluted...................... 471,855,758 140,594,000 6,324,889 579,930,597 Earnings Per Share: Basic........................ $ 1.46 $ 2.00 $ 1.55 $ 1.69 Diluted...................... $ 1.43 $ 1.98 $ 1.50 $ 1.66
See accompanying notes to the unaudited pro forma condensed combined financial information. FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR YEAR ENDED DECEMBER 31, 1998 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD OLD KENT CAPITAL BANCORP AND FINANCIAL HOLDINGS, PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION INC. ADJUSTMENTS COMBINED -------------- ------------ ---------- ----------- ------------ Interest Income.................. $ 2,585,927 $ 1,466,230 $ 55,568 $ -- $ 4,107,725 Interest Expense................. 1,315,947 726,027 31,751 -- 2,073,725 ----------- ------------ ---------- ---------- ------------ Net Interest Income.............. 1,269,980 740,203 23,817 -- 2,034,000 Provision for Credit Losses...... 123,489 52,930 1,230 -- 177,649 ----------- ------------ ---------- ---------- ------------ Net Interest Differential........ 1,146,491 687,273 22,587 -- 1,856,351 ----------- ------------ ---------- ---------- ------------ Other Operating Income: Service Charges on Deposits.... 155,786 74,401 395 -- 230,582 Other Operating Income......... 597,758 339,219 1,286 -- 938,263 ----------- ------------ ---------- ---------- ------------ Total Other Income............... 753,544 413,620 1,681 -- 1,168,845 ----------- ------------ ---------- ---------- ------------ Operating Expenses: Salaries, Wages and Benefits... 454,373 361,551 6,611 -- 822,535 Equipment and Occupancy Expenses..................... 112,108 99,453 1,192 -- 212,753 Other Operating Expenses....... 499,726 242,599 4,731 -- 747,056 ----------- ------------ ---------- ---------- ------------ Total Operating Expenses......... 1,066,207 703,603 12,534 -- 1,782,344 ----------- ------------ ---------- ---------- ------------ Earnings Before Income Taxes..... 833,828 397,290 11,734 -- 1,242,852 Applicable Income Taxes.......... 287,316 136,152 3,805 -- 427,273 ----------- ------------ ---------- ---------- ------------ Net Income....................... 546,512 261,138 7,929 -- 815,579 Dividend on Preferred Stock...... -- (740) -- -- (740) ----------- ------------ ---------- ---------- ------------ Net Income Available to Common Shareholders................... $ 546,512 $ 260,398 $ 7,929 $ -- $ 814,839 =========== ============ ========== ========== ============ Average Shares Outstanding: Basic.......................... 452,002,289 143,962,000 6,007,458 562,366,927 Diluted........................ 463,127,454 145,888,000 6,110,595 574,983,134 Earnings Per Share: Basic.......................... $ 1.21 $ 1.81 $ 1.32 $ 1.45 Diluted........................ $ 1.19 $ 1.79 $ 1.30 $ 1.42
See accompanying notes to the unaudited pro forma condensed combined financial information. FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD BANCORP OLD KENT CAPITAL AND FINANCIAL HOLDINGS, PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION INC. ADJUSTMENTS COMBINED ------------ ----------- --------- ----------- ----------- Interest Income..................... $ 2,477,612 $ 1,455,829 $ 47,593 $ -- $ 3,981,034 Interest Expense.................... 1,304,077 722,055 27,026 -- 2,053,158 ----------- ----------- --------- ---------- ----------- Net Interest Income................. 1,173,535 733,774 20,567 -- 1,927,876 Provision for Credit Losses......... 116,946 59,673 1,005 -- 177,624 ----------- ----------- --------- ---------- ----------- Net Interest Differential........... 1,056,589 674,101 19,562 -- 1,750,252 ----------- ----------- --------- ---------- ----------- Other Operating Income: Service Charges on Deposits....... 132,340 66,544 313 -- 199,197 Other Operating Income............ 458,088 247,798 892 -- 706,778 ----------- ----------- --------- ---------- ----------- Total Other Income.................. 590,428 314,342 1,205 -- 905,975 ----------- ----------- --------- ---------- ----------- Operating Expenses: Salaries, Wages and Benefits...... 402,338 333,765 5,669 -- 741,772 Equipment and Occupancy Expenses........................ 103,886 91,402 903 -- 196,191 Other Operating Expenses.......... 343,678 188,565 4,179 -- 536,422 ----------- ----------- --------- ---------- ----------- Total Operating Expenses............ 849,902 613,732 10,751 -- 1,474,385 ----------- ----------- --------- ---------- ----------- Earnings Before Income Taxes........ 797,115 374,711 10,016 -- 1,181,842 Applicable Income Taxes............. 267,736 126,880 3,234 -- 397,850 ----------- ----------- --------- ---------- ----------- Net Income.......................... 529,379 247,831 6,782 -- 783,992 Dividend on Preferred Stock......... -- (740) -- -- (740) ----------- ----------- --------- ---------- ----------- Net Income Available to Common Shareholders...................... $ 529,379 $ 247,091 $ 6,782 $ -- $ 783,252 =========== =========== ========= ========== =========== Average Shares Outstanding: Basic............................. 446,796,159 150,116,000 5,699,712 561,518,415 Diluted........................... 454,240,608 151,803,000 5,927,454 570,356,544 Earnings Per Share: Basic............................. $ 1.18 $ 1.65 $ 1.19 $ 1.39 Diluted........................... $ 1.17 $ 1.63 $ 1.14 $ 1.37
See accompanying notes to the unaudited pro forma condensed combined financial information. FIFTH THIRD BANCORP AND SUBSIDIARIES NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION NOTE 1 -- BASIS OF PRESENTATION The Unaudited Pro Forma Condensed Combined Financial Information has been prepared assuming Fifth Third's mergers with both Old Kent and Capital Holdings will be accounted for under the pooling-of-interests method and is based on the historical consolidated financial statements of Fifth Third, Old Kent and Capital Holdings. NOTE 2 -- SHAREHOLDERS' EQUITY For the merger of Fifth Third and Old Kent, each share of Old Kent common stock outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive .74 of a share of Fifth Third common stock. Old Kent had 137.0 million shares of common stock outstanding at September 30, 2000, which will be exchanged for approximately 101.4 million shares of Fifth Third common stock. The common stock in the Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect the par value amount of the Fifth Third shares issued. For the merger of Fifth Third and Capital Holdings, each share of Capital Holdings common stock outstanding immediately prior to the effective time of the merger will be cancelled and converted in to the right to receive .638 of a share of Fifth Third common stock. Capital Holdings had 7.0 million shares of common stock outstanding at September 30, 2000, which will be exchanged for approximately 4.5 million shares of Fifth Third common stock. The common stock in the Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect the par value amount of the Fifth Third shares issued. Pro forma retained earnings reflects an adjustment for estimated merger-related charges as described in Note 3 below. Fifth Third's treasury stock at September 30, 2000 represents shares purchased in anticipation of reissuance in connection with the purchase of Ottawa Financial Corporation. The treasury shares were reissued upon the December 8, 2000 consummation of the transaction, the pro forma effects of which are immaterial. Pro forma treasury stock reflects the elimination of Capital Holdings treasury stock. On December 19, 2000, Fifth Third rescinded the board of directors' authorization dated June 20, 2000 to purchase up to five percent of Fifth Third's outstanding shares of common stock on the open market. NOTE 3 -- MERGER-RELATED CHARGES In connection with the merger of Fifth Third and Old Kent, the combined company expects to incur pretax merger-related charges of approximately $304 million. These charges are expected to include approximately $42 million for conforming Old Kent's loan quality measurements to those of Fifth Third and for the change in intent in the management of certain commercial loans; $42 million in occupancy and equipment charges (including lease termination costs, elimination of duplicate facilities and write-off of equipment); $10 million in the write-off of capitalized software and other assets; $77 million in employee- related costs (including change-in-control and severance payments); $50 million in conversion costs and contract terminations; $47 million in balance sheet restructuring charges to comply with Fifth Third's asset liability management policies; and $36 million in other merger-related costs (including investment banker and other professional fees). The merger-related charges and the related tax effect have been reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2000, and have not been reflected in the Unaudited Pro Forma Condensed Combined Statements of Income as they are not expected to have a continuing impact on the operations of the combined company. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of November 20, 2000 by and between Fifth Third Bancorp and Old Kent Financial Corporation (omitting schedules and exhibits).* 2.2 Amended and Restated Agreement and Plan of Merger dated as of January 16, 2001 by and among Old Kent Financial Corporation, Fifth Third Bancorp and Fifth Third Financial Corporation (omitting schedules and exhibits). 4.1 Stock Option Agreement dated as of November 20, 2000 by and between Old Kent Financial Corporation, as Issuer, and Fifth Third Bancorp, as Grantee.* 99.1 Press Release dated November 20, 2000* ---------------------------- * Previously filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 30, 2001 FIFTH THIRD BANCORP ------------------- By: /s/ Paul L. Reynolds ------------------------------------------ Paul L. Reynolds, Executive Vice President and Assistant Secretary