-----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, O3cIDsAGVEBZENtwDUpa9PQuOXd/lkeu1h6EOL4te0ZXhNQDqVUPeQcpiAL3KV/t DBFZP443I54tSDPnR5cndA== 0000950152-01-502600.txt : 20010618 0000950152-01-502600.hdr.sgml : 20010618 ACCESSION NUMBER: 0000950152-01-502600 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010402 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010615 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/A SEC ACT: SEC FILE NUMBER: 000-08076 FILM NUMBER: 1661537 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 8-K/A 1 l88925ae8-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): April 2, 2001 ------------- 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 38 Fountain Square Plaza, 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 2. Acquisition or Disposition of Assets. As previously reported in Item 5 of Fifth Third Bancorp's Current Reports on Form 8-K filed on November 20, 2000, as amended on January 30, 2001, and March 6, March 9, and March 14, 2001, Fifth Third and Old Kent Financial Corporation entered into an Agreement and Plan of Merger on November 20, 2000, and an Amended and Restated Agreement and Plan of Merger on January 16, 2001, pursuant to which Old Kent would be merged with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third. These reports contained copies of the Agreement and Plan of Merger, Stock Option Agreement, Amended and Restated Agreement and Plan of Merger, Press Release dated November 20, 2000, Press Release dated March 8, 2001, Press Release dated March 13, 2001, Unaudited Pro Forma Condensed Combined Financial Information and Unaudited Condensed Pro Forma Financial Statement Information and Supplemental Financial Data. This transaction closed on April 2, 2001. A copy of the Press Release issued by Fifth Third on April 2, 2001 is incorporated by reference as Exhibit 99.1. Consummation of this transaction was previously reported in Item 2 of Fifth Third Bancorp's Current Report on Form 8-K filed with the SEC on April 4, 2001, as amended on April 17, 2001. This report is being filed to include unaudited pro forma financial information for this transaction through March 31, 2001. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired Previously filed in Fifth Third Bancorp's Current Report on Form 8-K filed with the SEC on April 4, 2001. (b) Pro forma financial information The Fifth Third Bancorp and Subsidiaries Unaudited Pro Forma Condensed Combined Financial Information as of and for the Period Ending March 31, 2001 and for the Period Ending December 31, 2000 are included in Exhibit 99.3 attached hereto and incorporated herein, as follows: - Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2001 - Unaudited Pro Forma Condensed Combined Statements of Income for the Three Months Ended March 31, 2001 and for the Year Ended December 31, 2000 - Notes to the Unaudited Pro Forma Condensed Combined Financial Information 3 (c) Exhibits Exhibit No. ----------- 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). Incorporated by reference to Fifth Third's Current Report on Form 8-K filed with the SEC on November 20, 2000.* 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). Incorporated by reference to the Amendment filed with the SEC on January 30, 2001 to Fifth Third's Current Report on Form 8-K originally filed with the SEC on November 20, 2000.* 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. Incorporated by reference to Fifth Third's Current Report on Form 8-K filed with the SEC on November 20, 2000.* 23.1 Consent of Arthur Andersen LLP.** 99.1 Press Release dated April 2, 2001.** 99.2 Old Kent Financial Corporation Consolidated Financial Statements for the Three Years in the Period Ended December 31, 2000.** 99.3 Fifth Third Bancorp and Subsidiaries Unaudited Pro Forma Condensed Combined Financial Information as of and for the Period Ending March 31, 2001 and for the Period Ending December 31, 2000. ----------------- * Incorporated by Reference. ** Previously filed. 4 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) June 15, 2001 /s/ Neal E. Arnold ------------------------------ Neal E. Arnold Executive Vice President and Chief Financial Officer EX-99.3 2 l88925aex99-3.txt EXHIBIT 99.3 1 EXHIBIT 99.3 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 and Old Kent, and has been prepared to illustrate the effects of the acquisition 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 merger with Old Kent 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 April 2, 2001 merger of Fifth Third and Old Kent using the pooling-of-interests method of accounting. The Unaudited Pro Forma Condensed Combined Balance Sheet assumes Fifth Third's merger with Old Kent was consummated on March 31, 2001. The Unaudited Pro Forma Condensed Combined Statements of Income for the three months ended March 31, 2001 and the year ended December 31, 2000 present the combined results of operations of Fifth Third and Old Kent as if the merger had been effective at the beginning of each period presented. The Unaudited Pro Forma Condensed Combined Financial Information should be read in conjunction with Fifth Third's Consolidated Financial Statements and notes thereto and Old Kent's Consolidated Financial Statements and notes thereto. Fifth Third expects that substantial benefits will be achieved from the merger with Old Kent 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 and Old Kent 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. 2 FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2001 ($000's)
FIFTH THIRD BANCORP OLD KENT AND FINANCIAL PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION ADJUSTMENTS COMBINED -------------- -------------- ------------- ------------- ASSETS Cash and Due from Banks $ 754,924 $ 667,119 $ -- $ 1,422,043 Securities Available for Sale 15,805,505 3,475,902 -- 19,281,407 Securities Held to Maturity 22,444 5,642 -- 28,086 Other Short-Term Investments 121,068 88,211 -- 209,279 Loans Held for Sale 893,905 2,574,676 -- 3,468,581 Loans and Leases 26,767,086 16,355,521 (15,800)(4) 43,106,807 Reserve for Credit Losses (395,693) (244,004) (42,000)(3) (681,697) ------------ ------------ --------- ------------ Net Loans and Leases 26,371,393 16,111,517 (57,800) 42,425,110 Bank Premises and Equipment 540,094 271,605 (42,000)(3) 769,699 Accrued Income Receivable 372,311 163,482 -- 535,793 Other Assets 2,133,103 1,136,317 (10,000)(3) 3,234,337 (25,083)(4) ------------ ------------ --------- ------------ Total Assets $ 47,014,747 $ 24,494,471 $(134,883) $ 71,374,335 ============ ============ ========= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Total Deposits $ 28,724,097 $ 17,199,247 $ -- $ 45,923,344 Federal Funds Borrowed 3,580,027 1,830,540 -- 5,410,567 Other Short-Term Borrowings 2,756,828 2,709,838 -- 5,466,666 Accrued Taxes, Interest and Expenses 1,481,585 406,392 141,000 (3) 2,028,977 Other Liabilities 375,315 83,741 (40,883)(4) 418,173 Long-Term Debt 4,723,442 449,802 -- 5,173,244 Guaranteed Preferred Beneficial Interests in Convertible Preferred Debentures 172,500 -- -- 172,500 ------------ ------------ --------- ------------ Total Liabilities 41,813,794 22,679,560 100,117 64,593,471 ------------ ------------ --------- ------------ SHAREHOLDERS' EQUITY Preferred Stock: Series D Perpetual -- 7,250 -- 7,250 Series E Perpetual -- 2,000 -- 2,000 Common Stock 1,046,875 140,331 90,205 (2) 1,277,411 Capital Surplus 683,429 649,542 (90,205)(2) 1,242,766 Retained Earnings 3,421,127 988,331 (235,000)(3) 4,174,458 Net Unrealized Gains on Securities Available for Sale 49,522 27,457 -- 76,979 ------------ ------------ --------- ------------ Total Shareholders' Equity 5,200,953 1,814,911 (235,000) 6,780,864 ------------ ------------ --------- ------------ Total Liabilities and Shareholder's Equity $ 47,014,747 $ 24,494,471 $(134,883) $ 71,374,335 ============ ============ ========= ============
See accompanying notes to the unaudited pro forma condensed combined financial information. 3 FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2001 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD BANCORP OLD KENT AND FINANCIAL PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION ADJUSTMENTS COMBINED --------------- --------------- -------------- ------------- Interest Income $ 817,648 $ 441,542 $ -- $ 1,259,190 Interest Expense 424,713 246,073 -- 670,786 ------------ ------------ ------------- ------------ Net Interest Income 392,935 195,469 -- 588,404 Provision for Credit Losses 30,290 35,649 -- 65,939 ------------ ------------ ------------- ------------ Net Interest Differential 362,645 159,820 -- 522,465 Other Operating Income: Service Charges on Deposits 56,168 21,661 -- 77,829 Other Operating Income 236,324 95,488 3,539 (4) 335,351 ------------ ------------ ------------- ------------ Total Other Income 292,492 117,149 3,539 413,180 Operating Expenses: Salaries, Wages and Benefits 139,063 95,510 6,515 (4) 241,088 Equipment and Occupancy Expenses 34,235 27,254 -- 61,489 Other Operating Expenses 120,360 65,418 (2,976)(4) 182,802 ------------ ------------ ------------- ------------ Total Operating Expenses 293,658 188,182 3,539 485,379 ------------ ------------ ------------- ------------ Earnings Before Income Taxes 361,479 88,787 -- 450,266 Applicable Income Taxes 117,175 26,691 -- 143,866 ------------ ------------ ------------- ------------ Net Income Before Cumulative Effect of Adopting SFAS 133 and Dividend on Preferred Stock 244,304 62,096 -- 306,400 Cumulative Effect of Adopting SFAS 133 -- 6,781 -- 6,781 Dividend on Preferred Stock -- 185 -- 185 ------------ ------------ ------------- ------------ Net Income Available to Common Shareholders $ 244,304 $ 55,130 $ -- $ 299,434 ============ ============ ============= ============ Average Shares Outstanding: Basic 467,532,082 140,067,000 571,181,662 Diluted 482,023,317 141,661,000 586,852,457 Earnings Per Share: Basic $ 0.52 $ 0.39 $ 0.52 Diluted $ 0.51 $ 0.39 $ 0.51
See accompanying notes to the unaudited pro forma condensed combined financial information. 4 FIFTH THIRD BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000 ($000'S, EXCEPT SHARES AND PER SHARE DATA)
FIFTH THIRD BANCORP OLD KENT AND FINANCIAL PRO FORMA PRO FORMA SUBSIDIARIES CORPORATION ADJUSTMENTS COMBINED ---------------- ---------------- --------------- -------------- Interest Income $ 3,263,371 $ 1,684,001 $ -- $ 4,947,372 Interest Expense 1,793,055 899,795 -- 2,692,850 ------------ ------------ ------------- ------------ Net Interest Income 1,470,316 784,206 -- 2,254,522 Provision for Credit Losses 89,037 48,624 -- 137,661 ------------ ------------ ------------- ------------ Net Interest Differential 1,381,279 735,582 -- 2,116,861 Other Operating Income: Service Charges on Deposits 216,940 81,449 -- 298,389 Other Operating Income 795,766 375,344 12,775 (4) 1,183,885 ------------ ------------ ------------- ------------ Total Other Income 1,012,706 456,793 12,775 1,482,274 Operating Expenses: Salaries, Wages and Benefits 522,374 377,917 27,654 (4) 927,945 Equipment and Occupancy Expenses 127,077 110,384 -- 237,461 Other Operating Expenses 435,822 245,514 (14,879)(4) 666,457 Merger-Related and Special Charges 33,548 53,425 -- 86,973 ------------ ------------ ------------- ------------ Total Operating Expenses 1,118,821 787,240 12,775 1,918,836 ------------ ------------ ------------- ------------ Earnings Before Income Taxes 1,275,164 405,135 -- 1,680,299 Applicable Income Taxes 412,279 126,787 -- 539,066 ------------ ------------ ------------- ------------ Net Income 862,885 278,348 -- 1,141,233 Dividend on Preferred Stock -- 740 -- 740 ------------ ------------ ------------- ------------ Net Income Available to Common Shareholders $ 862,885 $ 277,608 $ -- $ 1,140,493 ============ ============ ============= ============ Average Shares Outstanding: Basic 463,846,392 137,621,061 565,685,977 Diluted 475,978,172 139,182,639 578,973,325 Earnings Per Share: Basic $ 1.86 $ 2.02 $ 2.02 Diluted $ 1.83 $ 2.00 $ 1.98
See accompanying notes to the unaudited pro forma condensed combined financial information. 5 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 reflects Fifth Third's merger with Old Kent, which was accounted for under the pooling-of-interests method of accounting and is based on the historical consolidated financial statements of Fifth Third and Old Kent. 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 was cancelled and converted into the right to receive .74 of a share of Fifth Third common stock. Old Kent had 140.3 million shares of common stock outstanding at March 31, 2001, which were exchanged for approximately 103.8 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. 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 March 31, 2001, 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. 9 6 NOTE 4 - RECLASSIFICATION ENTRIES In connection with the merger, Fifth Third and Old Kent performed a review of their respective accounting policies. As a result of this review, it was necessary to reclassify certain amounts in the financial statements of the combined company to conform accounting policies and practices. -----END PRIVACY-ENHANCED MESSAGE-----