-----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, HQfQnuxRrCj+P4QoQdYuymlTb0Pl3vqMmdRv9fQdNA7OgLvtuc6BvMZzXVG1HU7f rJMpwZ+BIs92aCKsCsh5xg== 0000950152-97-007020.txt : 19971006 0000950152-97-007020.hdr.sgml : 19971006 ACCESSION NUMBER: 0000950152-97-007020 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971003 SROS: NONE 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: POS AM SEC ACT: SEC FILE NUMBER: 333-27357 FILM NUMBER: 97690711 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 POS AM 1 FIFTH THIRD BANCORP S-4 POST EFFECTIVE AMEND #1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997 REGISTRATION NO. 333-27357 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH THIRD BANCORP (Exact name of registrant as specified in its charter) OHIO 6711 31-0854434 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) --------------- FIFTH THIRD CENTER, CINCINNATI, OHIO 45263 (513) 579-5300 (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) --------------- PAUL L. REYNOLDS, ESQ. FIFTH THIRD BANCORP FIFTH THIRD CENTER CINCINNATI, OHIO 45263 (513)579-5300 (Name, address, including Zip Code and telephone number, including area code, of agent for service) --------------- COPIES OF COMMUNICATIONS TO: Richard G. Schmalzl, Esq. H. Samuel Lind, Esq. Graydon, Head & Ritchey 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 (513) 651-3836 (Fax) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: The merger of Suburban Bancorporation, Inc. ("Suburban") with and into Fifth Third Bancorp ("Fifth Third") was consummated on July 25, 1997. Fifth Third is hereby amending this Registration Statement to deregister 94,855 shares of common stock, no par value, which were issuable to the shareholders of Suburban in connection with the merger of Suburban with and into Fifth Third. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-27357) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933. =============================================================================== 2 DEREGISTRATION OF SECURITIES In accordance with the undertaking of Fifth Third Bancorporation ("Fifth Third"), set forth in that certain registration statement on Form S-4 (File No. 333-27357), declared effective on May 30, 1997 (the "Registration Statement"), Fifth Third is filing this Post Effective Amendment No. 1 to deregister an aggregate of 94,855 shares of its common stock, no par value (the "Common Stock"), previously registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement, issuable to the shareholders of Suburban Bancorporation, Inc. ("Suburban") in connection with the merger of Suburban with and into Fifth Third (the "Merger"). Pursuant to the Registration Statement, 450,000 shares of Common Stock were registered. As previously announced and as more fully described in Fifth Third's current report on Form 8-K filed with the Commission on June 24, 1997, Fifth Third announced on June 17, 1997, that its Board of Directors had approved a common stock dividend in the form of a 3-for-2 stock split with respect to its Common Stock (the "Stock Split"). The stock dividend was paid on July 15, 1997 to shareholders of record as of June 30, 1997. By virtue of the Stock Split, which was effective prior to the consummation of the Merger, and the provisions of the Affiliation Agreement between Fifth Third and Suburban (which was included as Annex A in the Registration Statement), the exchange ratio of Suburban common stock to Fifth Third Common Stock was adjusted. Pursuant to Rule 416 promulgated under the Securities Act, the Registration Statement was deemed to cover the additional securities to be offered and issued to the shareholders of Suburban as a result of the Stock Split. Therefore, the Registration Statement was deemed to cover a total of 675,000 shares of post Stock Split Common Stock issuable to the shareholders of Suburban in connection with the Merger. Upon the consummation of the Merger, Fifth Third issued a total of 580,145 shares of post Stock Split Common Stock to the shareholders of Suburban. Therefore, in accordance with the undertaking mentioned above, Fifth Third hereby deregisters the remaining 94,855 shares of post Stock Split Common Stock previously registered pursuant to the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post Effective Amendment No. 1 to Registration Statement No. 333-27357 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on October 3, 1997. FIFTH THIRD BANCORP By: /s/ George A. Schaefer, Jr. -------------------------------------- George A. Schaefer, Jr. President and Chief Executive Officer 3 Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement No. 333-27357 has been signed by the following persons in the capacities and on the dates indicated. Principal Executive Officer: /s/ George A. Schaefer, Jr. - ------------------------------ Date: October 3, 1997 George A. Schaefer, Jr. President and Chief Executive Officer Principal Accounting Officer: /s/ P. Michael Brumm - ----------------------------- Date: October 3, 1997 P. Michael Brumm Executive Vice President and Chief Financial Officer Directors of the Company: /s/ John F. Barrett* Date: October 3, 1997 - ----------------------------- John F. Barrett /s/ Milton C. Boesel, Jr.* Date: October 3, 1997 - ----------------------------- Milton C. Boesel, Jr. - ------------------------------ Date: October , 1997 Gerald V. Dirvin - ------------------------------ Date: October , 1997 Thomas B. Donnell - ------------------------------ Date: October , 1997 Richard T. Farmer /s/ Mitchel Livingston* Date: October 3, 1997 - ----------------------------- Mitchel Livingston - ------------------------------ Date: October , 1997 Ivan W. Gorr 4 /s/ Joseph H. Head, Jr.* Date: October 3, 1997 - ----------------------------- Joseph H. Head, Jr. - ------------------------------ Date: October , 1997 Joan R. Herschede - ------------------------------ Date: October , 1997 William G. Kagler /s/ William J. Keating* Date: October 3, 1997 - ----------------------------- William J. Keating - ------------------------------ Date: October , 1997 James D. Kiggen /s/ Robert B. Morgan* Date: October 3, 1997 - ----------------------------- Robert B. Morgan - ------------------------------ Date: October , 1997 Michael H. Norris /s/ James E. Rogers* Date: October 3, 1997 - ----------------------------- James E. Rogers /s/ Brian H. Rowe* Date: October 3, 1997 - ----------------------------- Brian H. Rowe /s/ George A. Schaefer, Jr. - ------------------------------ Date: October 3, 1997 George A. Schaefer, Jr. /s/ John J. Schiff, Jr.* Date: October 3, 1997 - ----------------------------- John J. Schiff, Jr. /s/ Dennis J. Sullivan, Jr.* Date: October 3, 1997 - ----------------------------- Dennis J. Sullivan, Jr. 5 /s/ Dudley S. Taft* Date: October 3, 1997 - --------------------------------- Dudley S. Taft * By: /s/ George A. Schaefer, Jr. ---------------------------- George A. Schaefer, Jr. as attorney-in-fact, pursuant to a power of attorney previously filed -----END PRIVACY-ENHANCED MESSAGE-----