-----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, iDeze+1mIJAeGa0RUXGxvp+uBCFWrNL6OGmAfCsYOOWywtmNXJXSAC0+8oN3uNDW CUm4Hxd4NpKp9t11dUx4PA== 0000950152-95-000176.txt : 19950515 0000950152-95-000176.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950152-95-000176 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 SROS: NASD SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18024 FILM NUMBER: 95510059 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 FILED BY: 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: SC 13G/A BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 SC 13G/A 1 FIFTH THIRD BANCORP SC 13G/A 1 OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16)* Fifth Third Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, without Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 316773100 - -------------------------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 pages 2 CUSIP NO. 316773100 13G PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fifth Third Bancorp 31-0854434 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America (Ohio corporation) 5 SOLE VOTING POWER As to all matters, including election of directors 1,324,146 NUMBER OF As to all matters, other than election of directors 529,973 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY As to all matters, including election of directors 875 EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 2,177,304 8 SHARED DISPOSITIVE POWER 778,380 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,155,887 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 2,482,072 shares, with respect to which the reporting person has neither voting nor dispositive rights, are exluded 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% 12 TYPE OF REPORTING PERSON* Holding company as defined in Section 240.13d-1(b)(ii)(G) of the Exchange Act Rules *SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages 3 CUSIP NO. 316773100 13G PAGE 3 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Fifth Third Bank 3-0854433 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America (Ohio corporation) 5 SOLE VOTING POWER As to all matters, including election of directors 806,515 NUMBER OF As to all matters, other than election of directors 290,298 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY As to all matters, including election of directors 875 EACH REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER 1,917,210 8 SHARED DISPOSITIVE POWER 389,527 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,564,225 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 2,356,954 shares, with respect to which the reporting person has neither voting nor dispositive rights, are excluded 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.96% 12 TYPE OF REPORTING PERSON* Bank as defined in Section 3(a)(b) of the Act *SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 6 pages 4 FIFTH THIRD BANCORP Page 4 of 6 316773100 Item 1 (a) Name of Issuer: Fifth Third Bancorp (b) Address of Issuer's Principal Executive Office: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Item 2 (a)-(c) Names, Addresses & Citizenship of Persons Filing: Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 The Fifth Third Bank 38 Fountain Square Plaza Cincinnati, Ohio 45263 (d) Title of Class of Securities: Common Stock, without par value Item 2 (e) CUSIP Number: 316773100 Item 3 Fifth Third Bancorp is filing as a parent holding company in accordance with Section 240.13d-1 (b)(ii)(G) of the Exchange Act Rules. (As such, shares of all its subsidiaries, including the Fifth Third Bank, are included). The Fifth Third Bank is filing as a bank in accordance with Section 3(a)(6) of the Act. Item 4 Ownership This report relates to an aggregate of 3,520,630 shares of the Class A Common Stock of Fifth Third Bancorp, without par value, of which The Fifth Third Bank has 2,564,225 shares. These shares are held in a total of 821 separate fiduciary accounts maintained by the Trust Departments of the Fifth Third Bancorp subsidiaries. No one fiduciary account contains more than 5% of the outstanding shares of Fifth Third Bancorp. Page 4 of 6 pages 5 FIFTH THIRD BANCORP Page 5 of 6 316773100 The following tabulation sets forth the shares with respect to which voting rights are held or shared and those shares as to which there is the power of disposal. It should be noted that the Ohio statutory and case law preclude voting of Bank subsidiary-held shares for Fifth Third Bancorp directors in certain instances and accordingly, creates the difference in voting rights as to the election of directors and other matters as shown by the following tabulation: (a) Amount Beneficially Owned: The Fifth Third Bank and other Fifth Third Bancorp subsidiaries have neither voting power nor dispositive power with respect to 2,470,827 shares of Fifth Third Bancorp stock. The remaining 3,520,630 shares of the outstanding stock held by The Fifth Third Bank and other Fifth Third Bancorp subsidiaries may be deemed beneficially held. (b) Percentage of Class: Fifth Third Bancorp - 5.4% (including The Fifth Third Bank which currently holds 3.96%). (c) Number of Shares as to which Fifth Third Bancorp, through its subsidiaries, has:
For all matters, For all matters including elec- other than elec- tion of Directors tion of Directors ----------------- ----------------- (i) Sole power to vote or to direct the vote 1,324,146 529,973 (ii) Shared Power to vote or to direct the vote 875 -0- (iii) Sole Power to dispose or to direct the disposition of 2,177,304 -0- (iv) Shared power to dispose or to direct the disposition of 778,380 -0-
Page 5 of 6 pages 6 FIFTH THIRD BANCORP Page 6 of 6 316773100 Item 5 Ownership of Five Percent or less of a Class. Fifth Third Bank holds beneficial rights with respect to less than 5% of the issuing stock but will continue to report. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7 Identification and Classification of the Subsidiary which acquired the Security being Reported on by the Parent Holding company. This report is being jointly filed by The Fifth Third Bank which is an entity holding beneficial ownership of the class of shares being described herein and by Fifth Third Bancorp as its parent holding company. Item 8-9 Not Applicable Item 10 Certification By signing below the undersigned certified that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 6, 1995 February 6, 1995 - ---------------- ---------------- Date Date THE FIFTH THIRD BANK FIFTH THIRD BANCORP By: JAMES D. BERGHAUSEN By: MICHAEL K. KEATING ----------------------- ----------------------- Name: James D. Berghausen Name: Michael K. Keating Title: Vice President Title: Secretary Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----