-----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, UczfA4bdMK6eTVwJYBSzYhLkpR5FWo73GV7OdBWj1WqFug8mEPNVCssDMqLkPVha ZSfDR8CAD3EN0gM4XqVKMw== 0000950152-01-500376.txt : 20010315 0000950152-01-500376.hdr.sgml : 20010315 ACCESSION NUMBER: 0000950152-01-500376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010314 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: 8-K SEC ACT: SEC FILE NUMBER: 000-08076 FILM NUMBER: 1568097 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 8-K 1 l87119ae8-k.txt FIFTH THIRD BANCORP FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2001 FIFTH THIRD BANCORP (Exact name of registrant as specified in its charter) Ohio 0-8076 31-0854434 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 579-5300 Not Applicable (Former name or address, if changed since last report) ================================================================================ 2 Item 5. Other Events and Regulation FD Disclosure On March 12, 2001, the Federal Reserve Board approved the pending merger of Fifth Third Bancorp and Old Kent Financial Corporation. Additionally, the merger was approved by Old Kent shareholders at a special meeting of shareholders held March 13, 2001. Fifth Third shareholders will vote on the proposed merger at a special meeting scheduled for March 20, 2001, with the merger expected to close in the second quarter, 2001. On March 13, 2001, the Press Release attached hereto as Exhibit 99.1 was issued regarding the Federal Reserve Board's approval. * * * * * This document contains forward-looking statements about Fifth Third Bancorp, Old Kent Financial Corporation and the combined company which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. This document contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third, Old Kent and the combined company 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. 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 and Old Kent do business, are less favorable than expected; (5) legislative or regulatory changes adversely affect the businesses in which Fifth Third and Old Kent are engaged; (6) changes in the securities markets; and (7) the possibility that the merger or the planned divestitures will not occur when or as anticipated. Further information on other factors which could affect the financial results of Fifth Third after the merger are included in Fifth Third's and Old Kent's filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov and/or from Fifth Third or Old Kent. Item 7. Financial Statements and Exhibits Exhibit 99.1 - Press Release dated March 13, 2001 3 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. FIFTH THIRD BANCORP (Registrant) March 14, 2001 /s/ Neal E. Arnold ------------------------------ Neal E. Arnold Executive Vice President and Chief Financial Officer EX-99.1 2 l87119aex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 [GRAPHIC OMITTED] News Release CONTACT: ROBERTA R. JENNINGS FOR IMMEDIATE RELEASE FIFTH THIRD BANCORP MARCH 13, 2001 513/579-4153 PEGGY JANEI OLD KENT FINANCIAL CORPORATION 616/771-5257 FIFTH THIRD BANCORP, OLD KENT FINANCIAL CORPORATION RECEIVE REGULATORY APPROVAL FOR MERGER Fifth Third Bancorp and Old Kent Financial Corporation are pleased to report that they have received regulatory approval from the Federal Reserve Board for their merger. Fifth Third Bancorp is headquartered in Cincinnati, Ohio and has $46 billion in assets. Old Kent Financial Corporation is headquartered in Grand Rapids, Michigan and has $23.8 billion in assets. The merger, subject to Fifth Third and Old Kent shareholder approval, is expected to be completed in the second quarter, 2001. Once the merger is completed, Fifth Third will have approximately $70 billion in assets and approximately 1,000 full-service Banking Centers throughout a seven-state region of Ohio, Michigan, Illinois, Indiana, Kentucky, Arizona and Florida. Old Kent Financial Corporation is a financial services holding company headquartered in Grand Rapids, Michigan. It operates approximately 300 banking offices in Michigan, Illinois and Indiana. At December 31, 2000, Old Kent had total assets of $23.8 billion. Old Kent is on the New York Stock Exchange under the symbol "OK." Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $46 billion in assets, operates 14 affiliates with 672 full-service Banking Centers, including 120 Bank Mart locations open seven days a week inside select grocery stores and 1,390 Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Florida, Arizona, Michigan and Illinois. A leader in e-commerce, Fifth Third was named #1 e-business innovator by PC Week. The financial strength of Fifth Third's affiliate banks continues to be recognized by rating agencies with deposit ratings of AA- and Aa2 from Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp continues to maintain the highest short-term ratings available at A-1+ and Prime-1, and was recently recognized by Moody's with one of the highest senior debt ratings for any U.S. bank holding company of Aa3. Fifth Third operates four main businesses: Retail, Commercial, Investment Advisors and Midwest Payment Systems, the Bank's data processing subsidiary. Investor information and press releases can be viewed at www.53.com; press releases are also available by fax at no charge by calling 800-758-5804, identification number 281775. The Company's common stock is traded in the over-the-counter market through The Nasdaq National Market under the symbol "FITB." - MORE - 2 This document contains or may contain forward-looking statements about Old Kent Financial Corporation, Fifth Third Bancorp and the combined company which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. This document contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Old Kent, Fifth Third and the combined company 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. 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 a difference include, but are not limited to: (1) competitive pressure among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan sales volumes, charge-offs and loan loss provisions; (4) general economic conditions, either natural or in the states in which Fifth Third and Old Kent do business, are less favorable than expected; (5) legislative or regulatory changes adversely affect the businesses in which Fifth Third and Fifth Third are engaged; and (6) changes in the securities markets. Further information on other factors which could affect the financial results of Fifth Third after the merger are included in Fifth Third's and Old Kent's filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov and/or from Old Kent Financial Corporation or Fifth Third Bancorp. Investors and security holders are advised to read the proxy statement/prospectus regarding the transactions referenced in this document, because it contains important information. The proxy statement/prospectus has been filed with the Commission by Fifth Third and Old Kent. Security holders may receive a free copy of the proxy statement/prospectus and other related documents filed by Fifth Third and Old Kent at the Commission's website at http://www.sec.gov or from Fifth Third or Old Kent. Old Kent and its executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Old Kent with respect to the transactions contemplated by the merger agreement. Information regarding such officers and directors is included in Old Kent's proxy statement for its 2001 Annual Meeting of shareholders filed with the Commission on February 25, 2001. This document is available free of charge at the Commission's website at http://www.sec.gov and/or from Old Kent. Fifth Third and its executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Fifth Third with respect to the transactions contemplated by the merger agreement. Information regarding such officers and directors is included in Fifth Third's proxy statement for its 2001 Annual Meeting of shareholders filed with the Commission on February 6, 2001. This document is available free of charge at the Commission's website at http://www.sec.gov and/or from Fifth Third. # # # -----END PRIVACY-ENHANCED MESSAGE-----