-----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, tr2cEHBjMI0W6ul8jn6OyrRnBa1M740xopvycYR3+umgDgxl7UG7uFiqRd/noVto aoh2lLPxAmzwPrPz2eR0Jg== 0000950152-95-001374.txt : 199506280000950152-95-001374.hdr.sgml : 19950628 ACCESSION NUMBER: 0000950152-95-001374 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950627 SROS: NASD 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 95549630 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER 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 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1994 ----------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from_________________to_________________ Commission file number 000-08076 --------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN 38 Fountain Square Plaza, Cincinnati, Ohio 45263 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FIFTH THIRD BANCORP 38 Fountain Square Plaza, Cincinnati, Ohio 45263 2 FINANCIAL STATEMENTS AND EXHIBITS The following exhibits and financial statements are filed as part of this annual report: Exhibit 23 Independent Auditors' Consent Exhibit 99 Financial Statements and Supplemental Schedules of The Fifth Third Bancorp Master Profit Sharing Plan for the years ended December 31, 1994 and 1993 SIGNATURES The Plan. 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 on its behalf by the undersigned hereunto duly authorized. THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN /s/ Michael K. Keating Date: June 26, 1995 By:__________________________ Michael K. Keating Member, Pension and Profit Sharing Committee EX-23 2 FIFTH THIRD BANCORP 11-K EXHIBIT 23 1 EXHIBIT 23 DELOITTE & TOUCHE LLP 250 East Fifth Street Telephone: (513) 784-7100 P.O. Box 5340 Cincinnati, Ohio 45201-5340 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55553 of the Fifth Third Bancorp on Form S-8 of our report dated June 16, 1995, appearing in this Annual Report on Form 11-K of the Fifth Third Bancorp Master Profit Sharing Plan for the year ended December 31, 1994. /s/Deloitte & Touche LLP Cincinnati, Ohio June 26, 1995 EX-99 3 FIFTH THIRD BANCORP 11-K EXHIBIT 99 1 Exhibit 99 Deloitte & Touche LLP - -------------------------------------------------------------------------------- THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN Financial Statements and Supplemental Schedules for the Years Ended December 31, 1994 and 1993 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, 1994 AND 1993 --------------------------------------------------------------------------------------------
Page INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1994 and 1993 3 Notes to Financial Statements 4 Schedule SUPPLEMENTAL SCHEDULES: Assets Held for Investment - Item 27(a) as of December 31, 1994 I Reportable Transactions - Item 27(d) for the Year Ended December 31, 1994 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 Deloitte & Touche LLP 250 East Fifth Street Telephone: (513) 784-7100 P.O. Box 5340 Cincinnati, Ohio 45201-5340 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, 1994 and 1993, 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 resonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, 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 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 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1994 financial statements taken as whole. /s/ Deloitte & Touche LLP June 16, 1995 4 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1994 AND 1993 - -------------------------------------------------------------------------------
1994 1993 INVESTMENTS, At fair value (Notes 2,3,4): Common stock of Fifth Third Bancorp $ 7,723,296 $ 3,175,432 Bonds 307,218 Collective Funds: Cash equivalents 8,159,281 8,942,198 Fixed income 33,909,955 32,497,570 Equity 54,265,016 62,061,181 Mutual Funds 11,350,815 1,400,482 ------------- ------------- Total investments 115,408,363 108,384,081 ACCRUED INVESTMENT INCOME 54,265 31,480 CONTRIBUTIONS RECEIVABLE FROM SUBSIDIARIES OF FIFTH THIRD BANCORP 4,938,242 12,152,768 CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS 126,168 98,411 CASH 8,597,813 88,930 ------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS (Note 1) $ 129,124,851 $ 120,755,670 ------------- -------------- 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, 1994 AND 1993 - -------------------------------------------------------------------------------------------------
1994 1993 INCOME FROM INVESTMENTS: Interest $ 565,267 $ 433,749 Dividends 171,567 73,321 Net appreciation (depreciation) in fair value of investments (Note 3) (586,976) 3,136,000 ------------ ------------ Total income from investments 149,858 3,643,070 ------------ ------------ CONTRIBUTIONS FROM SUBSIDIARIES OF FIFTH THIRD BANCORP (Net of participants' elective cash payments of $2,600,925 in 1994 and $2,653,124 in 1993) (Note 1) 13,323,242 12,153,627 CONTRIBUTIONS FROM PARTICIPANTS (Note 1) 3,367,871 2,993,135 ------------ ------------ Total 16,691,113 15,146,762 ------------ ------------ BENEFITS PAID TO PARTICIPANTS (Note 1) (8,461,198) (6,200,220) OTHER DISBURSEMENTS (10,592) (13,331) ------------ ------------ Total (8,471,790) (6,213,551) ------------ ------------ INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 8,369,181 12,576,281 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 120,755,670 108,179,389 ------------ ------------ End of year $129,124,851 $120,755,670 ============ ============ 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, 1992 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 and Investment 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 $2,600,925 and $2,653,124 for the years ended December 31, 1994 and 1993, 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. 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 -4- 7 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, consisting 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, 1994 and 1993 were $342,263 and $930,926, respectively. TAX STATUS - The Internal Revenue 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, mutual funds and other fixed income securities. The Plan was amended in 1994 to allow the common stock of Fifth Third Bancorp as an investment option within the Regular Fund for all participants. 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. In 1993, two new funds were established, the Fountain Square Quality Growth Fund and the Fountain Square Mid Cap Fund. In 1994, the Fountain Square International Equity Fund was established. The addition of these funds was made to allow Bancorp employees to choose from five investment options, (Regular, Conservative, Quality Growth, Mid Cap and International Equity). The Quality Growth, Mid-Cap and International Equity funds contain mutual funds. -5- 8
The following summarizes the activity and balances of the Plan's six funds: Regular Conservative Stock Quality Mid Cap International Fund Fund Fund Growth Fund Fund Equity Fund Total Net assets available for benefits at December 31, 1992 $ 90,158,447 $14,662,098 $ 3,358,844 $ 108,179,389 Income from investments 2,853,005 841,257 (77,278) $ 2,603 $ 23,483 3,643,070 Contributions 13,899,907 599,231 26,511 334,252 286,861 15,146,762 Benefits paid to participants and other disbursements (4,822,337) (1,197,915) (100,593) (30,841) (61,865) (6,213,551) Interfund transfers (934,163) 914,689 42,412 (22,938) ---------- ---------- ---------- ---------- ---------- ---------- ----------- Net assets available for benefits at December 31, 1993 101,154,859 15,819,360 3,207,484 348,426 225,541 120,755,670 Income from investments 114,725 194,393 (181,903) 6,353 25,283 $ (8,993) 149,858 Contributions 15,111,411 704,100 53,296 290,084 444,721 87,501 16,691,113 Benefits paid to participants and other disbursements (6,573,676) (1,446,132) (298,986) (50,301) (99,065) (3,630) (8,471,790) Interfund transfers (2,386,436) 193,280 371,779 438,148 894,228 489,001 ------------ ----------- ---------- ---------- ---------- ---------- ----------- Net assets available for benefits at December 31, 1994 $107,420,883 $15,465,001 $3,151,670 $1,032,710 $1,490,708 $ 563,879 $129,124,851 ============ =========== ========== ========== ========== ========== ============
-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 - Quoted market prices are used to value equity securities and mutual funds. The fair values of bonds are 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, 1994 and 1993 are as follows: Fair Value ------------------------------ 1994 1993 Fifth Third Bank Common Stock Fund for Employee Benefit Plans $40,116,407 $49,210,560 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 22,911,549 21,947,164 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 14,148,609 12,850,621 U. S. Government Securities Fund for Employee Benefit Plans 10,998,406 10,550,586 Fountain Square International Equity Fund 9,067,473 Fifth Third Bancorp common stock 7,723,296 G.I.C. Investment Fund for Employee Benefit Plans 7,601,056 7,354,056
The following table represents the net appreciation (depreciation) in fair value of investments for the Plan for the years ended December 31:
1994 1993 Net appreciation (depreciation) in fair value of investments: Common stock of Fifth Third Bancorp $ (449,087) $ (140,796) Bonds (7,218) (28,768) Collective funds - fixed income and equity 191,207 3,291,850 Mutual funds (321,878) 13,714 ----------- ---------- Total $ (586,976) $3,136,000 =========== ==========
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, 1994 and 1993, the Plan held 160,902 and 61,361 shares of Fifth Third Bancorp common stock, respectively, with fair values of $7,723,296 and $3,175,432, respectively (see Note 1). * * * * * * -7- 10 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL ASSETS HELD FOR INVESTMENT - ITEM 27(a) SCHEDULE I AS DECEMBER 31, 1994 - ------------------------------------------------------------------------------------------------------------------------------------
NO. OF ASSET DESCRIPTION COST CURRENT SHARES MARKET REGULAR FUND COLLECTIVE FUNDS - CASH EQUIVALENTS: 314,934 Fifth Third Banksafe Trust $ 314,934 $ 314,934 3,633,906 GIC Fund for Employee Benefit Plans 3,633,906 3,633,906 ------------- ------------- Total Collective Funds - Cash Equivalents 3,948,840 3,948,840 ------------- ------------- COLLECTIVE FUNDS - FIXED INCOME: 608,608 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 11,404,283 18,130,433 24,140 U.S. Government Securities Fund for Employee Benefit Plans 3,695,821 4,617,016 ------------- ------------- Total Collective Funds - Fixed Income 15,100,104 22,747,449 ------------- ------------- COLLECTIVE FUNDS - EQUITY: 393,491 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 26,784,541 40,116,407 386,152 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 8,174,673 14,148,609 ------------- ------------- Total Collective Funds - Equity 34,959,214 54,265,016 ------------- ------------- 96,600 COMMON STOCK - Fifth Third Bancorp 4,830,966 4,636,800 ------------- ------------- 911,833 MUTUAL FUNDS - Fountain Square International Equity Fund 8,890,000 8,562,113 ------------- ------------- Total Regular Fund 67,729,124 94,160,218 ------------- -------------
11 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL SCHEDULE I ASSETS HELD FOR INVESTMENT - ITEM 27(a) AS OF DECEMBER 31, 1994 - ------------------------------------------------------------------------------------------------------------------------------------ NO. OF CURRENT SHARES ASSET DESCRIPTION COST MARKET CONSERVATIVE FUND COLLECTIVE FUNDS - CASH EQUIVALENTS: 206,623 Fifth Third Banksafe Trust $ 206,623 $ 206,623 3,967,150 G.I.C. Fund for Employee Benefit Plans 3,967,150 3,967,150 --------------- --------------- Total Collective Funds - Cash Equivalents 4,173,773 4,173,773 --------------- --------------- COLLECTIVE FUNDS - FIXED INCOME: 160,494 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 4,059,850 4,781,116 33,365 U.S. Government Securities Fund for Employee Benefit Plans 5,153,271 6,381,390 --------------- --------------- Total Collective Funds - Fixed Income 9,213,121 11,162,506 --------------- --------------- Total Conservative Fund 13,386,894 15,336,279 --------------- --------------- STOCK FUND 36,668 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 36,668 36,668 64,302 COMMON STOCK - Fifth Third Bancorp 591,545 3,086,496 --------------- --------------- Total Stock Fund 628,213 3,123,164 --------------- --------------- QUALITY GROWTH FUND 99,756 MUTUAL FUNDS - Fountain Square Quality Growth Fund 975,296 970,624 --------------- --------------- Total Quality Growth Fund 975,296 970,624 --------------- --------------- MIDDLE CAPITALIZATION FUND 126,833 MUTUAL FUNDS - Fountain Square Middle Capitalization Fund 1,277,619 1,312,718 --------------- --------------- Total Middle Capitalization Fund 1,277,619 1,312,718 --------------- --------------- INTERNATIONAL EQUITY FUND 53,819 MUTUAL FUNDS - Fountain Square International Equity Fund 514,353 505,360 --------------- --------------- Total International Equity Fund 514,353 505,360 --------------- --------------- TOTAL $84,511,499 $115,408,363 ================ ================
12 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL SCHEDULE VI REPORTABLE TRANSACTIONS* - ITEM 27(d) FOR THE YEAR ENDED DECEMBER 31, 1994 - ------------------------------------------------------------------------------------------------------------------------------------ AGGREGATE AGGREGATE AGGREGATE PURCHASE SELLING COST OF AGGREGATE DESCRIPTION OF ASSETS PRICE PRICE ASSETS SOLD GAIN(LOSS) SERIES OF TRANSACTIONS: Fifth Third Banksafe Trust $10,307,931 $11,337,848 $11,337,848 Number of transactions 16 20 Fountain Square International Equity Fund 9,404,353 Number of transactions 11 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 11,180,431 11,179,063 $ (1,368) Number of transactions 9 SINGLE TRANSACTION WITHIN A SERIES: Fifth Third Banksafe Trust 7,575,575 7,503,601 7,503,601 Number of transactions 1 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 begining 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 the net plan assets at the beginning of the plan year.
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