-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, J5opzKfI/M4STx4DeeK8cUcyq5B2jUPPtcLh/ir5KcXPjBsl18YcsrCTCkj0NW+1 AZSZqwOlrSkj+fIxz2hCxQ== 0000950152-94-000955.txt : 19940921 0000950152-94-000955.hdr.sgml : 19940921 ACCESSION NUMBER: 0000950152-94-000955 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940920 FILED AS OF DATE: 19940920 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 94549679 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 11-K 1 FIFTH THIRD BANCORP 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________ FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 _______________________________ THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN (Full Title of Plan) 38 Fountain Square Plaza Cincinnati, Ohio 45263 (Address of Plan) THE FIFTH THIRD BANCORP (Name of Issuer) 38 Fountain Square Plaza Cincinnati, Ohio 45263 (Address of Principal Executive Offices) 2 FINANCIAL STATEMENTS AND EXHIBITS (a) The following financial statements are filed as part of this annual report: Exhibit 1 Financial Statements and Supplemental Schedules of The Fifth Third Bancorp Master Profit Sharing Plan for the years ended December 31, 1993 and 1992. (b) Other exhibits: Exhibit 23 Independent Auditors' Consent SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Fifth Third Bank Pension and Profit Sharing Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN Date: September 20, 1994 By:/s/ Michael K. Keating --------------------------------- Title:Secretary, Pension and --------------------------- Profit Sharing Committee --------------------------- - 2 - EX-1 2 EXHIBIT 1 1 Exhibit 1 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN Financial Statements and Supplemental Schedules for the Years Ended December 31, 1993 and 1992 and Independent Auditors' Report for Inclusion in the Annual Report (Form 5500) to the Internal Revenue Service 2 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 - -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1993 and 1992 Notes to Financial Statements SCHEDULE SUPPLEMENTAL SCHEDULES: Assets Held for Investment - Item 27(a), December 31, 1993 I Reportable Transactions - Item 27(d) for the Year Ended December 31, 1993 VI SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental schedules are omitted because of the absence of conditions under which they are required: Assets Acquired and Disposed Within the Plan Year II Party-in-Interest Transactions III Obligations in Default IV Leases in Default V 3 INDEPENDENT AUDITORS' REPORT Fifth Third Bancorp and the Trustees of The Fifth Third Bancorp Master Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of The Fifth Third Bancorp Master Profit Sharing Plan (Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our report dated July 9, 1993, we disclaimed an opinion on the 1992 financial statements as permitted by Section 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA of 1974. We have subsequently performed an audit in accordance with generally accepted auditing standards and, accordingly, our present opinion on the 1992 financial statements, as expressed herein, is different from our prior report on the 1992 financial statements. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying index are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in the audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1993 financial statements taken as whole. /s/ Deloitte & Touche LLP September 15, 1994 4 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992 - --------------------------------------------------------------------------------------------------------------------------------- 1993 1992 INVESTMENTS, At fair value (Notes 2,3,4): Bonds $ 307,218 $ 835,987 Common stock of Fifth Third Bancorp 3,175,432 3,296,646 Collective Funds: Cash equivalents 8,942,198 8,631,273 Fixed income 32,497,570 38,468,736 Equity 62,061,181 52,425,259 Mutual Funds 1,400,482 ------------ ------------ Total investments 108,384,081 103,657,901 ACCRUED INVESTMENT INCOME 31,480 46,944 CONTRIBUTIONS RECEIVABLE FROM SUBSIDIARIES OF FIFTH THIRD BANCORP 12,152,768 4,043,577 CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS 98,411 85,140 CASH 88,930 345,827 ------------ ------------ NET ASSETS AVILABLE FOR BENEFITS (Note 1) $120,755,670 $108,179,389 ============ ============ See notes to financial statements.
- 2 - 5 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 - ---------------------------------------------------------------------------------------------------------------------------- 1993 1992 INCOME FROM INVESTMENTS: Interest $ 433,749 $ 248,162 Dividends 73,321 52,111 Net appreciation in fair value of investments (Note 3) 3,136,000 6,261,710 ------------ ------------ Total icome from investments 3,643,070 6,561,983 ------------ ------------ CONTRIBUTIONS FROM SUBSIDIARIES OF FIFTH THIRD BANCORP (Net of participants' elective cash payments of $2,653,124 in 1993 and $2,747,687 in 1992)(Note 1) 12,153,627 11,323,577 CONTRIBUTIONS FROM PARTICIPANTS (Note 1) 2,993,135 2,623,156 ASSETS TRANSFERRED FROM MERGED PROFIT SHARING PLAN 47,674 ------------ ------------ Total 15,146,762 13,994,407 ------------ ------------ BENEFITS PAID TO PARTICIPANTS (Note 1) (6,200,220) (4,462,496) OTHER DISBURSEMENTS (13,331) ------------ ------------ Total (6,213,551) (4,462,496) ------------ ------------ INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 12,576,281 16,093,894 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 108,179,389 92,085,495 ------------ ------------ End of year $120,755,670 $108,179,389 ============ ============ See notes to financial statements.
- 3 - 6 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following brief description of The Fifth Third Bancorp Master Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. General - The Plan is a defined contribution profit sharing plan with separate accounts maintained for each participant. Each regular employee of a participating Fifth Third Bancorp ("Bancorp") subsidiary automatically becomes a participant on the first payroll date after becoming an employee. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The original Plan became effective December 31, 1954 and was last restated in its entirety effective January 1, 1989 to comply with various amendments to ERISA. Administration - The Fifth Third Bank, a wholly-owned subsidiary of Bancorp, is responsible for the administration of the Plan and serves as the trustee. The investment assets of the Plan are held in separate trust funds in the Trust Division of The Fifth Third Bank where such assets are managed. Funding and Vesting - The Bancorp's contribution to the Plan is an amount determined annually by the Board of Directors of the Bancorp. The contribution by the Bancorp and any nonvested balances remaining in the accounts of participants who terminate their employment are allocated to participants in the proportion that the compensation of each participant bears to the compensation of all participants for the Plan year. Gains and losses under the Plan, including income from investments and changes in the market value of investments, are allocated to participants in proportion to their respective interests in the Plan as of the preceding valuation date, reduced by any payments to retired participants made during the period. Participants may elect to receive up to 50% of their allocation of Bancorp contributions in cash (elective cash payments) rather than having it credited to their account. Elective cash payments totaled $2,653,124 and $2,747,687 for the years ended December 31, 1993 and 1992, respectively, and have been excluded from contributions and benefits paid amounts in the accompanying statements of changes in net assets available for benefits. The elective portion of Bancorp contributions credited to participants accounts is vested immediately. The remaining portion of Bancorp contributions become vested 30% after three full years of participation, an additional 10% after the fourth year, and an additional 20% each year thereafter until fully vested. The Plan permits voluntary contributions from participants up to 8% of their current basic annual compensation. Such contributions are credited directly to the participants' accounts and are fully vested. - 4 - 7 Although it has not expressed its intention to do so, the Bancorp has the right under the Plan to discontinue the contributions of any participating Bancorp subsidiary at any time and to amend or terminate the Plan subject to the provisions set forth in ERISA. If the Plan were to be terminated, the value of the proportionate interest of each participant would be determined as of the date of termination, and this amount would be fully vested and nonforfeitable. Benefits - The Plan provides for payment of normal retirement benefits of accumulated vested amounts upon reaching age 65 and has provisions for early withdrawals of vested benefits in instances of early retirement, disability, death, termination of employment, and financial hardship. Benefits are payable in the form of lump-sum payments or periodic payments. Benefits Payable - Benefits payable, which consist of amounts owed but not paid as of December 31 for payments to terminated employees, are not recorded as a liability within the financial statements. Benefits payable as of December 31, 1993 and 1992 were $930,926 and $293,226, respectively. Tax Status - The Internal Revenuue Service has determined and informed the Bancorp by a letter dated November 8, 1988, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Investment Options - The Regular Fund is the basic investment option which is offered to participants. The Regular Fund contains investments in collective funds invested in money market accounts, equity securities, guaranteed investment contracts and other fixed income securities. Participants who are age 50 and older or become permanently disabled may elect, within specified time periods, to invest their accounts in a Conservative Fund which contains investments in U.S. Government Securities, and collective funds invested in money market accounts, guaranteed investment contracts, U.S. Government Securities and other fixed income securities. In 1990, a fund was established to hold the assets of the merged First Ohio Bancshares Profit Sharing Plan. This Stock Fund contains investments in money market accounts and Fifth Third Bancorp common stock. Only participants of the predecessor plan are invested in this fund. Additionally, in 1993, two new funds were established, the Fountain Square Quality Growth Fund and the Fountain Square Mid Cap Fund. The addition of these funds was made to allow Bancorp employees to choose from four investment options, (General, Conservative, Quality Growth and Mid Cap). The Quality Growth and Mid Cap funds contain mutual funds. - 5 - 8 The following summarizes the activity and balances of the Plan's five funds:
REGULAR CONSERVATIVE STOCK FUND FUND FUND Net assets available for benefits at December 31, 1991 $ 76,201,379 $ 13,113,508 $ 2,770,608 Net increase in net assets available for benefits in 1992: Income from investments 5,120,143 853,604 588,236 Contributions 12,545,396 1,401,337 Benefits paid to participants (3,222,860) (1,239,636) Assets transferred 47,674 Interfund transfers (485,611) 485,611 -------------- ------------- ------------- Net assets available for benefits at December 31, 1992 90,158,447 14,662,098 3,358,844 Income from investments 2,853,005 841,257 (77,278) Contributions 13,899,907 599,231 26,511 Benefits paid to participants (4,822,337) (1,197,915) (100,593) Interfund transfers (934,163) 914,689 --------------- ------------- ------------- Net assets available for benefits at December 31, 1993 $ 101,154,859 $ 15,819,360 $ 3,207,484 =============== ============= ============= QUALITY MID CAP GROWTH FUND FUND TOTAL Net assets available for benefits at December 31, 1991 $ $ $ 92,085,495 Net increase in net assets available for benefits in 1992: Income from investments 6,561,983 Contributions 13,946,733 Benefits paid to participants (4,462,496) Assets transferred 47,674 Interfund transfers ------------ ----------- -------------- Net assets available for benefits at December 31, 1992 108,179,389 Income from investments 2,603 23,483 3,643,070 Contributions 334,252 286,861 15,146,762 Benefits paid to participants (30,841) (61,865) (6,213,551) Assets transferred Interfund transfers 42,412 (22,938) ------------ ----------- -------------- Net assets available for benefits at December 31, 1993 $ 348,426 $ 225,541 $ 120,755,670 ============ =========== ==============
- 6 - 9 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: General - The accounting records of the Plan are maintained on the accrual basis of accounting: Valuation of Investments - If available, quoted market prices are used to value investments. Securities that have no quoted market price (none at December 31, 1993 and 1992) are recorded at estimated fair value. Many factors are considered in arriving at that fair value. Certain bonds and other investments are valued based on yields currently available on comparable securities of issuers with similar credit ratings. The fair value of collective funds is based on the fair market value of investments in the fund. 3. INVESTMENTS Investments representing more than five percent of net assets at December 31, 1993 and 1992 are as follows: FAIR VALUE -------------------------------- 1993 1992 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans $21,947,164 $22,598,865 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 12,850,621 11,504,045 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 49,210,560 40,921,214 Fifth Third Banksafe Trust 8,631,273 U.S. Government Securities Fund for Employee Benefit Plans 10,550,586 10,041,476 G.I.C. Investment Fund for Employee Benefit Plans 7,354,056 5,828,395
The following table represents the net appreciation in fair value of investments for the Plan for the years ended December 31: 1993 1992 Net appreciation (depreciation) in fair value of investments: Collective funds - fixed income and equity $3,291,850 $5,774,882 Common stock (140,796) 531,672 Bonds (28,768) (44,844) Mutual funds 13,714 ---------- ---------- Total $3,136,000 $6,261,710 ========== ==========
- 7 - 10 4. TRANSACTIONS WITH RELATED PARTIES The Fifth Third Bank provides the Plan with certain accounting and administrative services for which no fees are charged. At December 31, 1993 and 1992, the Plan held 61,361 and 61,049 shares of Fifth Third Bancorp common stock, respectively, with fair values of $3,175,432 and $3,296,646, respectively (see Note 1). * * * * * * - 8 - 11 SUPPLEMENTAL SCHEDULE I THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN ASSETS HELD FOR INVESTMENT - ITEM 27(A) DECEMBER 31, 1993 - ----------------------------------------------------------------------------------------------------------------------------------- PAR VALUE/ CARRYING CURRENT NO. OF SHARES ASSET DESCRIPTION VALUE MARKET REGULAR FUND COLLECTIVE FUNDS - CASH EQUIVALENTS: 1,003,480 Fifth Third Banksafe Trust $ 1,003,480 $ 1,003,480 3,316,906 GIC Fund for Employee Benefit Plans 3,316,906 3,316,906 ----------- ----------- Total Collective Funds - Cash Equivalents 4,320,386 $ 4,320,386 ----------- ----------- COLLECTIVE FUNDS - FIXED INCOME: 588,480 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 10,591,707 18,107,530 24,042 U.S. Government Securities Fund for Employee Benefit Plans 3,642,219 4,536,725 ----------- ----------- Total Collective Funds - Fixed Income 14,233,926 22,644,255 ----------- ----------- COLLECTIVE FUNDS - EQUITY: 488,879 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 32,745,426 49,210,560 357,956 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 7,184,700 12,850,621 ----------- ----------- Total Collective Funds - Equity 39,930,126 62,061,181 ----------- ----------- Total Regular Fund 58,484,438 89,025,822 ----------- ----------- CONSERVATIVE FUND 300,000 BONDS - U.S. Treasury Notes, dated July 6, 1987, 8.0%, due July 15, 1994 $ 301,406 $ 307,218 ----------- -----------
12 SUPPLEMENTAL SCHEDULE I THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN ASSETS HELD FOR INVESTMENT - ITEM 27(A) DECEMBER 31, 1993 - ----------------------------------------------------------------------------------------------------------------------------------- PAR VALUE/ CARRYING CURRENT NO. OF SHARES ASSET DESCRIPTION VALUE MARKET CONSERVATIVE FUND - (CONTINUED) COLLECTIVE FUNDS - CASH EQUIVALENTS: 569,919 Fifth Third Banksafe Trust $ 569,919 $ 569,919 4,037,150 GIC Fund for Employee Benefit Plans 4,037,150 4,087,150 ----------- ------------ Total Collective Funds - Cash Equivalents 4,607,069 4,637,069 ----------- ------------ COLLECTIVE FUNDS - FIXED INCOME: 124,785 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 2,919,856 3,839,635 31,869 U.S. Government Securities Fund for Employee Benefit Plans 4,714,041 6,013,680 ----------- ------------ Total Collective Funds - Fixed Income 7,633,897 9,853,315 ----------- ------------ Total Conservative Fund 12,542,372 14,767,602 ----------- ------------ STOCK FUND 14,743 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 14,743 14,743 ----------- ------------ 61,361 COMMON STOCK - Fifth Third Bancorp 187,779 3,175,432 ----------- ------------ Total Stock Fund 202,522 3,190,175 ----------- ------------ QUALITY GROWTH FUND 57,182 MUTUAL FUNDS - Fountain Square Quality Growth Fund 567,116 563,817 ----------- ------------ Total Quality Growth Fund 567,116 563,817 ----------- ------------ MIDDLE CAPITALIZATION FUND 81,626 MUTUAL FUNDS - Fountain Square Middle Capitalization Fund 819,091 836,665 ----------- ------------ Total Middle Capitalization Fund 819,091 836,665 ----------- ------------ TOTAL $72,615,539 $108,384,081 =========== ============
13 SUPPLEMENTAL SCHEDULE VI THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN REPORTABLE TRANSACTIONS* - ITEM 27(D) FOR THE YEAR ENDED DECEMBER 31, 1993 - ----------------------------------------------------------------------------------------------------------------------------------- AGGREGATE AGGREGATE AGGREGATE PURCHASE SELLING COST OF AGGREGATE DESCRIPTION OF ASSETS PRICE PRICE ASSETS SOLD GAIN/(LOSS) Series of transactions: Fifth Third Bank Common Stock Fund for Employee Benefit Plans $ 7,924,830 =========== Number of transactions 5 Fifth Third Banksafe Trust $9,851,321 $9,851,321 ========== ========== Number of transactions 28 The G.I.C. Fund For Employee Benefit Accounts $ 8,237,968 =========== Number of transactions 7 Single transactions within a series: Fifth Third Banksafe Trust $6,961,566 $6,961,566 ========== ========== Number of transactions 1 * A reportable transaction is any transaction during the plan year, with respect to any plan asset, involving an amount in excess of 5% of the fair value of net plan assets at the beginning of the plan year. This schedule includes security transactions that are a part of a series of transactions involving securities of the same issue during the plan year, where the aggregate amount involved in the transactions exceeds 5% of the current value of net plan assets at the beginning of the plan year.
EX-23 3 EXHIBIT 23 1 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement dated September 20, 1994 of Fifth Third Bancorp on Form S-8 of our report dated September 15, 1994 appearing in this Annual Report on Form 11-K of The Fifth Third Bancorp Master Profit Sharing Plan for the year ended December 31, 1993. /s/ DELOITTE & TOUCHE LLP September 20, 1994 Cincinnati, Ohio - 3 - FS20\HOME\SMZR\80249.WP -----END PRIVACY-ENHANCED MESSAGE-----