-----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, CEUzMikP05MHgv4/mxQDIWLU/RSPdAW87wTTkKa0vLDB1OLrdEQfefjADN8JfUSF Ifwoc/tCo6Gh4At3KLcJcw== 0000950152-98-002999.txt : 19980406 0000950152-98-002999.hdr.sgml : 19980406 ACCESSION NUMBER: 0000950152-98-002999 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980403 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-42379 FILM NUMBER: 98586751 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 S-3/A 1 FIFITH THIRD BANCORP--S-3/PRE-EFFECTIVE AMEND. #1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998 REGISTRATION NO. 333-42379 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 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. Gwen M. Morris, Esq. Graydon, Head & Ritchey 1900 Fifth Third Center 511 Walnut Street Cincinnati, Ohio 45202 Phone: (513) 621-6464 Fax: (513) 651-3836 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ----------------------------- -------------------- ------------------------- -------------------------- --------------------- TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE UNIT PRICE - ----------------------------- -------------------- ------------------------- -------------------------- --------------------- COMMON STOCK, NO PAR VALUE 351,004 SHARES(1) (1) (1) (1) - ----------------------------- -------------------- ------------------------- -------------------------- --------------------- (1) The number of shares of Registrant's Common Stock has been increased solely to reflect the Registrant's three-for-two stock split declared on March 17, 1998 and payable on April 15, 1998. The required filing fee of $5,483.66 was previously paid upon the initial filing of this Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED APRIL 3, 1998 PROSPECTUS FIFTH THIRD BANCORP 351,004 SHARES OF COMMON STOCK ---------------------------------------------------- This Prospectus relates to the sale by certain individuals identified herein (the "Selling Security Holders") of 351,004 shares of common stock, no par value (the "Common Stock") of Fifth Third Bancorp, an Ohio corporation ("Fifth Third"). The shares of Common Stock offered hereby ("Registrable Shares") were issued to the Selling Security Holders pursuant to the Agreement and Plan of Merger dated as of September 17, 1997 (the "Merger Agreement") by and among Fifth Third, Fifth Third A Corp, an Indiana corporation and wholly-owned subsidiary of Fifth Third, and Heartland Capital Management, Inc., an Indiana corporation ("Heartland"), and the Selling Security Holders. Pursuant to the Merger Agreement, Fifth Third A Corp merged with and into Heartland (the "Merger") on November 24, 1997. In the Merger, Heartland stockholders received an aggregate of 351,004 shares of Fifth Third Common Stock. On March 17, 1998, Fifth Third declared a three-for-two stock split to be effected in the form of a stock dividend to be distributed on April 15, 1998 (the "1998 Fifth Third Stock Split"). Unless otherwise indicated, all share information in this Prospectus has been adjusted to give effect to the 1998 Fifth Third Stock Split. The Registrable Shares may be offered for sale from time to time during the periods specified herein by the Selling Security Holders, or by certain other persons who are named in an amendment or supplement to this Prospectus in one or more transactions described herein on the Nasdaq National Market or any securities exchange on which the Common Stock is listed, in the over-the-counter market, in one or more private transactions or in a combination of such methods of sale, at prices and on terms then prevailing, at prices related to such prices or at negotiated prices. See "PLAN OF DISTRIBUTION." The price at which any of the Registrable Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. Persons effecting resales of Registrable Shares purchased and dealers or brokers handling such transactions may be deemed (such persons not so conceding) to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act") and the rules and regulations promulgated thereunder, with respect to such sales. Pursuant to Merger Agreement, Fifth Third has agreed to pay the expenses incurred in connection with the registration of the Registrable Shares; provided, however, that Fifth Third will not pay any selling commissions, discounts, underwriting or advisory fees, brokers' fees or fees of similar securities industry professionals relating to the sale of the Registrable Shares or any transfer taxes and related charges or fees and disbursements of counsel for any Selling Security Holder. THE SHARES OF FIFTH THIRD COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DATE OF THIS PROSPECTUS IS APRIL __, 1998. 3 AVAILABLE INFORMATION THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SEE "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." THESE DOCUMENTS (EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST FROM PAUL L. REYNOLDS, ASSISTANT SECRETARY, FIFTH THIRD BANCORP, FIFTH THIRD CENTER, CINCINNATI, OHIO 45263 (TELEPHONE NUMBER: (513) 579-5300). Fifth Third is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by Fifth Third can be inspected and copied at Room 1024 of the Offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Fifth Third files its reports, proxy statements and other information with the Commission electronically, and the Commission maintains a website located at http://www.sec.gov containing such information. Fifth Third has filed a Registration Statement on Form S-3 together with all amendments and exhibits thereto with the Commission under the Securities Act. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement, including any amendments, schedules and exhibits thereto, is available for inspection and copying as set forth above. Statements contained in this Prospectus as to the contents of any contract or other document referred to herein include all material terms of such contracts or other documents but are not necessarily complete, and in each instance reference is made to the copy of any such contract or other document which may have been filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Fifth Third Common Stock is traded on the Nasdaq National Market under the symbol "FITB." Documents filed by Fifth Third with the Commission also can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by Fifth Third with the Commission are hereby incorporated into this Prospectus by reference: (a) Fifth Third's Annual Report on Form 10-K for the year ended December 31, 1997; (b) Fifth Third's Proxy Statement dated February 9, 1998; and -2- 4 (c) Fifth Third's Current Report on Form 8-K dated March 17, 1998. In addition, all subsequent documents filed with the Commission by Fifth Third pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any other subsequently filed document which also is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. BUSINESS OF FIFTH THIRD Fifth Third is an Ohio corporation organized in 1975 as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and subject to regulation by the Federal Reserve Board. Fifth Third, with its principal office located in Cincinnati, is a multi-bank holding company that owns all of the outstanding stock of nine commercial banks with 411 offices in Ohio, Kentucky, Indiana and Florida. Those banks are: The Fifth Third Bank, The Fifth Third Bank of Columbus, The Fifth Third Bank of Northwestern Ohio, N.A., The Fifth Third Bank of Southern Ohio, The Fifth Third Bank of Western Ohio, Fifth Third Bank of Florida, Fifth Third Bank of Northern Kentucky, Inc., Fifth Third Bank of Kentucky, Inc., and The Fifth Third Bank of Central Indiana. Fifth Third, through its subsidiaries, engages primarily in commercial, retail and trust banking, investment services and leasing activities and also provides credit life, accident and health insurance, discount brokerage services and property management for its properties. Those subsidiaries consist of The Fifth Third Company, Fifth Third Securities, Inc., The Fifth Third Leasing Company, Midwest Payment Systems, Inc. ("MPS") and Fifth Third International Company. Fifth Third's affiliates provide a full range of financial products and services to the retail, commercial, financial, governmental, educational and medical sectors, including a wide variety of checking, savings and money market accounts, and credit products such as credit cards, installment loans, mortgage loans and leasing. On November 24, 1997, Fifth Third acquired in the Merger all of the outstanding capital stock of Heartland, an investment advisory firm, in exchange for 351,004 shares of Common Stock (representing $16,146,276 in market value based on the closing price of the Common Stock as reported on the Nasdaq National Market on November 24, 1997). Each of the banking affiliates has deposit insurance provided by the Federal Deposit Insurance Corporation ("FDIC") through the Bank Insurance Fund. Fifth Third, through its banking subsidiaries, operates for itself and other financial institutions a proprietary automated teller machine ("ATM") network, Jeanie(R). The Jeanie system participates in a shared ATM network called "Money Station(R)," which includes several regional bank holding companies and over 1,000 ATM's. The "Money Station" network participates in another shared ATM network called "PLUS System(R)," which is a nationwide network with over 17,000 participating ATM's. The Fifth Third Bank, through its wholly owned subsidiary, MPS, also provides electronic switch services for several regional banks and bank holding companies in Ohio, Kentucky and Illinois. Fifth Third is a corporate entity legally separate and distinct from its affiliates. The principal source of Fifth Third's income is dividends from its affiliates. There are certain regulatory -3- 5 restrictions as to the extent to which the affiliates can pay dividends or otherwise supply funds to Fifth Third. See "DESCRIPTION OF CAPITAL STOCK." RECENT DEVELOPMENTS On December 22, 1997, Fifth Third agreed to acquire The Ohio Company, a company that provides broker/dealer services, investment banking services and investment advisory services. A newly formed wholly owned acquisition subsidiary of Fifth Third will merge with and into The Ohio Company such that The Ohio Company will become a wholly owned Fifth Third subsidiary upon completion of that merger. In connection with the acquisition of The Ohio Company, Fifth Third will issue in exchange for all of the outstanding shares of capital stock of The Ohio Company such number of shares of Fifth Third Common Stock having a fair market value of $80.0 million. Based on the fair market value per share of Fifth Third Common Stock as of April 1, 1998, approximately 1,409,690 shares of Fifth Third Common Stock would be issued to the shareholders of The Ohio Company. Fifth Third expects that its acquisition of The Ohio Company will be accounted for as a purchase. On January 2, 1998, Fifth Third agreed to acquire State Savings Company ("State Savings"), a savings and loan holding company based in Columbus, Ohio which owns State Savings Bank, F.S.B. and certain related subsidiaries. State Savings will merge with and into Fifth Third, and the various State Savings subsidiaries will become wholly owned subsidiaries of Fifth Third. Subject to adjustment as provided in the affiliation agreement between Fifth Third and State Savings, each share of State Savings common stock will be converted into the right to receive 2,770.89 shares of Fifth Third Common Stock. Based on the 6,000 shares of State Savings common stock outstanding as of January 2, 1998, Fifth Third would issue approximately 16,625,340 shares of Fifth Third Common Stock in that merger. Based on the fair market value per share of Fifth Third Common Stock as of April 1, 1998, the value of such shares would have an aggregate value of $943,488,045. Fifth Third expects that its acquisition of State Savings will be accounted for as a pooling-of-interests. On January 13, 1998, Fifth Third agreed to acquire CitFed Bancorp, Inc. ("CitFed Bancorp"), a savings and loan holding company based in Dayton, Ohio which owns Citizens Federal Bank, F.S.B. and certain related subsidiaries. CitFed Bancorp will merge with and into Fifth Third, and the various CitFed Bancorp subsidiaries will become wholly owned subsidiaries of Fifth Third. Subject to adjustment as provided in the affiliation agreement between Fifth Third and CitFed Bancorp, each share of CitFed Bancorp common stock will be converted into the right to receive 1.005 shares of Fifth Third Common Stock. Based on the 13,002,811 shares of CitFed Bancorp common stock outstanding as of January 13, 1998, Fifth Third would issue approximately 13,067,825 shares of Fifth Third Common Stock in that merger. Based on the fair market value per share of Fifth Third Common Stock as of April 1, 1998, the value of such shares would have an aggregate value of $741,599,069. Fifth Third expects that its acquisition of CitFed Bancorp will be accounted for as a pooling-of-interests. Fifth Third expects that its acquisition of The Ohio Company will be completed in mid-1998 and that its acquisitions of CitFed Bancorp and State Savings will be completed in June 1998 following The Ohio Company acquisition. There can be no assurances that these transactions will be successfully consummated. CAPITAL REQUIREMENTS The federal banking regulators have issued regulations to implement certain capital requirements on commercial banks and large bank holding companies, such as Fifth Third. Under these regulations, commercial banks are required to maintain a minimum Tier 1 capital ratio to adjusted total assets of 4%. Tier 1 capital generally consists of common stockholders' equity, retained income and certain noncumulative perpetual preferred stock and related income, except that no intangibles and certain purchased mortgage servicing rights and purchased credit card relationships may be included in capital. Additionally, commercial banks are required to maintain "total capital" equal to at least 8% of total risk-weighted assets. For purposes of the risk-based capital requirement, "total capital" means Tier 1 capital (as described above) plus "Tier 2 capital," provided that the amount of Tier 2 capital may not exceed the amount of Tier 1 capital, less certain assets. The components of Tier 2 capital include certain permanent and maturing capital instruments that do not qualify as Tier 1 capital and general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. The Federal Reserve Board has established capital requirements for bank holding companies that generally parallel the capital requirements for commercial banks. Fifth Third, and each of its subsidiary banks, is in compliance with current capital requirements. As of December 31, 1997, Fifth Third had a leverage ratio of 10.16%, its Tier 1 risk-based capital ratio was 12.09% and its total risk-based capital ratio was 14.70%. GENERAL REGULATION OF BANK HOLDING COMPANIES Fifth Third is extensively regulated under both federal and state law. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. -4- 6 As a bank holding company, Fifth Third is registered with and subject to regulation by the Federal Reserve Board. A bank holding company is required to file with the Federal Reserve Board an annual report and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board also may make examinations of a bank holding company. The Bank Holding Company Act requires each bank holding company to obtain the prior approval of the Federal Reserve Board before it may acquire substantially all of the assets of any bank, or before it may acquire ownership or control of any voting shares of any company if, after such acquisition, it would own or control directly or indirectly, more than 5% of the voting shares of such bank. The Bank Holding Company Act also restricts the types of businesses and operations in which a bank holding company and its subsidiaries (other than bank subsidiaries) may engage. Generally, permissible activities are limited to banking and activities found by the Federal Reserve Board to be closely related to banking. GENERAL REGULATION OF COMMERCIAL BANKS The operations of the subsidiary banks of Fifth Third are subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services which may be offered. Various consumer laws and regulations also affect the operations of these banking subsidiaries. National banks are subject to the supervision of and are regularly examined by the Comptroller of the Currency. In addition, national banks may be members of the Federal Reserve System and their deposits are insured by the FDIC and, as such, may be subject to regulation and examination by each agency. State chartered banking corporations are subject to federal and state regulation of their business and activities, including, in the case of banks chartered in Ohio, by the Ohio Division of Financial Institutions, in the case of banks chartered in Kentucky, by the Kentucky Department of Financial Institutions, and in the case of banks chartered in Indiana, by the Indiana Department of Financial Institutions. ADDITIONAL INFORMATION For more detailed information about Fifth Third, reference is made to the Fifth Third Annual Report on Form 10-K for the year ended December 31, 1997, which is incorporated herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." EFFECT OF GOVERNMENTAL POLICIES The earnings of Fifth Third and its subsidiaries are affected not only by domestic and foreign economic conditions, but also by the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve Board, foreign governments and other official agencies. The Federal Reserve Board can and does implement national monetary policy, such as the curbing of inflation and combating of recession, by its open market operations in United States Government securities, control of the discount rate applicable to borrows and the establishment of reserve requirements against deposits and certain liabilities of depository institutions. The actions of the Federal Reserve Board influence the growth of bank loans, investments and deposits and affect interest rates charged on loans or paid on deposits. The nature and impact of future changes in monetary and fiscal policies are not predictable. From time to time various proposals are made in the United States Congress and in state legislatures and before various regulatory authorities that would alter the powers or the existing regulatory framework for banks, bank holding companies, savings banks and other financial institutions. It is impossible to predict whether any of the proposals will be adopted and the impact, if any, of such adoption on the business of Fifth Third and its subsidiaries. SELECTED HISTORICAL FINANCIAL DATA The following table sets forth certain historical financial data concerning Fifth Third for the five years ended December 31, 1997. All information is based on information contained in Fifth Third's 1997 Annual Report to Stockholders which is incorporated by reference in Fifth Third's Annual Report on Form 10-K for the year ended December 31, 1997. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
Years Ended December 31, ------------------------------------------------------------------ 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- (In thousands except per share amounts) Summary of Operations: --------------------- Interest income $1,478,388 $1,385,113 $1,173,165 $922,301 $812,914 Interest expense 733,426 695,869 609,733 405,548 339,399 ---------- ---------- ---------- -------- -------- Net interest income 744,962 689,244 563,432 516,753 473,515 Provision for credit losses 80,342 64,014 42,962 35,780 48,037 ---------- ---------- ---------- -------- -------- Net interest income after provision for credit losses 664,620 625,230 520,470 480,973 425,478 Other operating income 445,461 368,415 305,715 255,908 231,150 Operating expenses (1) 506,158 493,330 395,617 371,545 352,720 ---------- ---------- ---------- -------- -------- Income before income taxes 603,923 500,315 430,568 365,336 303,908 Applicable income taxes 202,686 165,256 142,883 120,877 97,673 ---------- ---------- ---------- -------- -------- Net income $ 401,237 $ 335,059 $ 287,685 $244,459 $206,235 ========== ========== ========== ======== ======== Common Share Data: (2) ---------------------- Earnings per share $ 1.73 1.43 1.29 1.13 .97 Diluted earnings per share 1.69 1.41 1.26 1.10 .95 Cash dividends declared per share .569 .489 .427 .356 .302 Book value at period end 9.78 9.00 7.63 6.40 5.91 Average shares outstanding (000's) 232,655 233,987 222,479 217,305 211,440 Average diluted shares outstanding (000's) 236,526 239,405 230,945 225,873 220,517
(1) Operating expenses for 1996 include the impact of the special SAIF assessment of $16.6 million pretax ($10.8 million after tax or $.04 per share). (2) Per share amounts and shares outstanding reflect the 1998 Fifth Third Stock Split.
Years Ended December 31, ------------------------------------------------------------------------ 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Financial Condition at Period End: (In thousands except per share amounts) ------------------- Securities $ 6,469,313 6,400,685 4,338,269 3,637,035 2,674,468 Loans and Leases $13,438,717 12,514,792 11,690,643 10,286,457 9,566,898 Assets $21,375,054 20,548,998 17,052,883 14,957,009 13,128,544 Deposits $14,914,132 14,374,656 12,485,780 10,630,878 9,477,306 Short-Term Borrowings $ 3,060,931 3,265,432 2,005,495 2,452,218 1,691,744 Long-Term Debt and Convertible Subordinated Notes $ 457,878 277,661 425,396 178,713 407,864 Stockholders' Equity $ 2,277,411 2,144,125 1,724,575 1,398,774 1,277,660 Average Balances During the Period: - ----------------------------------- Securities $ 6,355,035 5,905,341 4,280,773 3,101,320 2,365,897 Loans and Leases $12,783,555 12,304,544 10,960,757 9,902,901 8,869,432 Assets $20,460,460 19,480,238 16,166,207 13,829,341 12,041,054 Deposits $14,193,072 13,960,186 11,257,248 9,997,710 8,961,228 Short-Term Borrowings $ 3,283,835 2,780,806 2,669,477 1,967,819 1,365,070 Long Term Debt and Convertible Subordinated Notes $ 417,823 342,187 290,824 249,612 343,617 Stockholders' Equity $ 2,052,081 1,946,435 1,586,722 1,314,341 1,157,412 Ratios: ------- Profitability Ratios: --------------------- Return on average assets (1) 1 .96% 1.72 1.78 1.77 1.71 Return on average stockholders' equity (1) 19.6% 17.2 18.1 18.6 17.8 Net interest margin 4.11% 3.99 3.90 4.16 4.39 Overhead ratio (1) (2) 41.0% 45.0 43.9 46.6 48.6 Other operating income to total income (3) 37.1% 34.6 34.8 33.1 32.2 Capital Ratios: --------------- Average stockholders' equity to average assets 10.03% 9.99 9.82 9.50 9.61 Tier 1 risk-adjusted capital 12.09% 11.37 11.03 11.26 11.50 Total risk adjusted capital 14.70% 14.06 14.33 13.21 13.85 Tier 1 leverage 10.16% 9.22 9.47 9.62 9.59 Ratio of Earnings to Fixed Charges (4) -------------------------------------- Including deposit interest 1.82% 1.71 1.70 1.89 1.89 Excluding deposit interest 3.92% 3.93 3.49 4.75 5.77
Years Ended December 31, --------------------------------------------------- 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Credit Quality Ratios: - ---------------------- Reserve for credit losses to nonperforming assets 516.84% 531.48 436.06 570.50 362.84 Reserve for credit losses to loans and leases outstanding 1.50% 1.50 1.52 1.52 1.51 Net charge-offs to average loans and leases outstanding .54% .49 .27 .18 .31 Nonperforming assets to loans, leases and other real estate owned .29% .28 .35 .27 .42
(1) Operating expenses for 1996 include the impact of the special SAIF assessment of $16.6 million pretax ($10.8 million after tax or $.04 per share). For comparability, excluding the impact of this assessment, return on average assets, return on average equity and the overhead ratio would have been 1.78%, 17.8% and 43.5%, respectively. (2) Operating expenses divided by the sum of taxable equivalent net interest income and other operating income. (3) Other operating income excluding securities gains and losses as a percent of net interest income and other operating income excluding securities gains and losses. (4) Earnings represent income before income taxes plus fixed charges. Fixed charges include interest expense and the proportion deemed representative of the interest factor of rental expense. USE OF PROCEEDS Fifth Third will not receive any proceeds from the sale of Common Stock by the Selling Security Holders. See "SELLING SECURITY HOLDERS." SELLING SECURITY HOLDERS Pursuant to the Merger Agreement, Fifth Third agreed to file with the Commission a Registration Statement under the Securities Act and maintain its effectiveness until the earlier of -5- 7 (i) November 24, 1998, the first anniversary of the closing date of the Merger, or (ii) the first date as of which all Registrable Shares have been sold pursuant to the Registration Statement or otherwise cease to be Registrable Shares. Under the terms of the Merger Agreement, Fifth Third has agreed to pay all expenses incurred in connection with the registration of the shares of Common Stock being sold by the Selling Security Holders; provided, however, that Fifth Third will not pay any selling commissions, discounts, underwriting or advisory fees, brokers' fees or fees of similar securities industry professionals relating to the sale of the Registrable Shares. Fifth Third has agreed to indemnify the Selling Security Holders and any underwriters against certain liabilities, including liabilities under the Securities Act. The following table sets forth certain information with respect to the Selling Security Holders and their beneficial ownership of Common Stock as of the Effective Time of the Merger. Prior to the Effective Time of the Merger, no Selling Security Holder held any positions or offices or had any other material relationships with Fifth Third, or any of its predecessors or affiliates, during the past three years.
Number of Shares of Common Stock and Number of Shares of Number of Shares of Percentage Assuming Common Stock Common Stock Which the Sale of All Shares Name and Address of Beneficially Owned as of May Be Sold Pursuant Offered Pursuant to this Beneficial Owner the Effective Time(1)(2) to this Prospectus Prospectus - ------------------- ------------------------ -------------------- ------------------------ Barry F. Ebert 193,755 193,755 0% R.R. #2 Box 195 Monrovia, Indiana 46157 Robert D. Markley 129,169 129,169 0% 12939 Brighton Avenue Carmel, Indiana 46032 Thomas F. Maurath 28,080 28,080 0% 11670 Fall Creek Road Indianapolis, Indiana 46256 - --------------- (1) The Commission has defined beneficial ownership to include sole or shared voting or investment power with respect to a security or right to acquire beneficial ownership of a security within 60 days. The number of shares indicated are owned with sole voting and investment power unless otherwise noted. (2) The number of shares have been adjusted to reflect the 1998 Fifth Third Stock Split.
DESCRIPTION OF CAPITAL STOCK Fifth Third is authorized to issue 300,000,000 shares of Fifth Third Common Stock, no par value, and 500,000 shares of preferred stock, no par value ("Fifth Third Preferred Stock"). As of December 31, 1997, Fifth Third had outstanding 155,224,561 shares of Fifth Third Common Stock (which number would increase to 232,836,841 shares upon adjustment for the 1998 Fifth Third Stock Split) and no shares of Fifth Third Preferred Stock. The following summary description of the capital stock of Fifth Third does not purport to be complete and is qualified in its entirety by reference to Fifth Third's Second Amended Articles of Incorporation, as amended. -6- 8 COMMON STOCK Voting. Under Fifth Third's Second Amended Articles of Incorporation, as amended, the holders of Common Stock have no preemptive rights and the Common Stock has no redemption, sinking fund, or conversion privileges. The holders of Fifth Third Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The Code of Regulations of Fifth Third provides for the division of its Board of Directors into three classes of approximately equal size. Directors are elected for three-year terms and the terms of office of approximately one-third of the classified Board of Directors expire each year. The holders of Fifth Third Common Stock have the right to vote cumulatively in the election of directors. Under applicable Ohio law, unless a corporation's articles of incorporation are amended to provide that no stockholder of the corporation may cumulate his or her voting power, each stockholder has the right to vote cumulatively in the election of directors of such corporation if (i) written notice is given by any stockholder of such corporation to the President, a Vice President or the Secretary of such corporation, not less than forty-eight hours before the time fixed for holding the meeting at which directors are to be elected, indicating that such stockholder desires that voting for the election of directors be cumulative, and (ii) announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or the Secretary or by or on behalf of the stockholder giving such notice. In such event, each stockholder will be entitled to cumulate such voting power as he or she possesses and to give one nominee as many votes as the number of directors to be elected multiplied by the number of his or her shares, or to distribute such votes on the same principle among two or more candidates, as each stockholder sees fit. Dividends. Holders of Fifth Third Common Stock are entitled to dividends as and when declared by the Board of Directors out of funds legally available for the payment of dividends. Most of the revenues of Fifth Third available for payment of dividends derive from amounts paid to it by its subsidiaries. Under applicable banking law, the total of all dividends declared in any calendar year by a national bank or a state-chartered bank may not, without the approval of the Comptroller of the Currency, the Federal Reserve Board, or the FDIC, as the case may be, exceed the aggregate of such bank's net profits (as defined) and retained net profits for the preceding two years. The affiliates of Fifth Third include both state and nationally chartered banks. The Comptroller of the Currency, banking authorities of the States of Ohio, Indiana and Kentucky, the principal regulators of such affiliates, have the statutory authority to prohibit a depository institution under their supervision from engaging in what, in their opinion, constitutes an unsafe or unsound practice in conducting its banking or savings association business. The payment of dividends could, depending upon the financial condition of affiliates, be deemed to constitute such an unsafe or unsound practice. No affiliate of Fifth Third has ever been prohibited from declaring dividends or restricted in paying any dividends declared. If, in the opinion of the applicable regulatory authority, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from the practice. The Federal Reserve Board has similar authority with respect to bank holding companies. In addition, the Federal Reserve Board, the Comptroller of the Currency and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Finally, the regulatory authorities have -7- 9 established guidelines with respect to the maintenance of appropriate levels of capital by a bank, bank holding company, savings association or savings and loan holding company under their jurisdiction. Compliance with the standards set forth in such guidelines could limit the amount of dividends which Fifth Third and its affiliates, may pay. Liquidation. In the event of any liquidation, dissolution or winding up of Fifth Third, the holders of Fifth Third Common Stock would be entitled to receive, after payment or provision for payment of all debts and liabilities of Fifth Third (including the payment of all fees, taxes and other expenses incidental thereto), the remaining assets of Fifth Third available for distribution. If Fifth Third Preferred Stock is issued, the holders thereof may have priority over the holders of Fifth Third Common Stock in the event of liquidation or dissolution. PREFERRED STOCK Pursuant to Article Fourth of Fifth Third's Second Amended Articles of Incorporation, as amended, the Board of Directors of Fifth Third may, without further action of the Stockholders, (a) divide into one or more new series the authorized shares of Fifth Third Preferred Stock which have not previously been designated, (b) fix the number of shares constituting any such new series, and (c) fix the dividend rates, payment dates, whether dividend rights shall be cumulative or non-cumulative, conversion rights, redemption rights (including sinking fund provisions) and liquidation preferences. Except as otherwise provided by law, holders of any series of Fifth Third Preferred Stock shall not be entitled to vote on any matter. CHANGE OF CONTROL PROVISIONS The Second Amended Articles of Incorporation, as amended, and Code of Regulations of Fifth Third contain various provisions which could make more difficult a change in control of Fifth Third or discourage a tender offer or other plan to restructure Fifth Third. Under Fifth Third's Second Amended Articles of Incorporation, as amended, Fifth Third's Board of Directors has the authority to issue 500,000 shares of Fifth Third Preferred Stock and to fix the designations, powers, preferences and rights of such shares and the qualifications, limitations or restrictions applicable thereto. Chapter 1704 of the Ohio Revised Code prohibits an "Issuing Public Corporation" from engaging in a "Chapter 1704 Transaction" with an "Interested Shareholder" for a period of three years following the date on which the person became an Interested Shareholder unless, prior to such date, the directors of the Issuing Public Corporation approve either the Chapter 1704 Transaction or the acquisition of shares pursuant to which such person became an Interested Shareholder. Fifth Third is an Issuing Public Corporation for purposes of the statute. An Interested Shareholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the Issuing Public Corporation in the election of directors. A Chapter 1704 Transaction includes any merger, consolidation, combination or majority share acquisition between or involving an Issuing Public Corporation and an Interested Shareholder or an affiliate or associate of an Interested Shareholder. A Chapter 1704 Transaction also includes certain transfers of property, dividends and issuance or transfers of shares, from or by an Issuing Public Corporation or a subsidiary of an Issuing Public Corporation to, with or for the benefit of an Interested Shareholder or an affiliate or associate of an Interested Shareholder unless such transaction is in the ordinary course of business of the Issuing Public Corporation on terms no more -8- 10 favorable to the Interested Shareholder than those acceptable to third parties as demonstrated by contemporaneous transactions. Finally, Chapter 1704 Transactions include certain transactions which (a) increase the proportionate share ownership of an Interested Shareholder, (b) result in the adoption of a plan or proposal for the dissolution, winding up of the affairs, or liquidation of the Issuing Public Corporation if such plan is proposed by or on behalf of the Interested Shareholder, or (c) pledge or extend the credit or financial resources of the Issuing Public Corporation to or for the benefit of the Interested Shareholder. After the initial three-year moratorium has expired, an Issuing Public Corporation may engage in a Chapter 1704 Transaction if (a) the acquisition of shares pursuant to which the person became an Interested Shareholder received the prior approval of the board of directors of the Issuing Public Corporation, (b) the Chapter 1704 Transaction is approved by the affirmative vote of the holders of shares representing at least two-thirds of the voting power of the Issuing Public Corporation and by the holders of shares representing at least a majority of voting shares which are not beneficially owned by an Interested Shareholder or an affiliate or associate of an Interested Shareholder, or (c) the Chapter 1704 Transaction meets certain statutory tests designed to ensure that it be economically fair to all shareholders. Ohio law prevents a person, under certain circumstances, from purchasing large amounts of shares of stock of a corporation without shareholder approval. Under Section 1701.831 of the Ohio Revised Code, unless the articles or regulations otherwise provide, any "control share acquisition" of an Issuing Public Corporation can only be made with the prior approval of the corporation's shareholders. A control share acquisition is defined as any acquisition, directly or indirectly (by tender offer, open market purchase, private transaction or otherwise) of shares of a corporation which, when added to all other shares of that corporation owned by the acquiring person, would entitle that person to exercise specified levels of voting power when electing directors. Specifically, unless the provisions of Section 1701.831 have been satisfied, a person may not purchase additional shares of a corporation if that purchase would result in such person holding more than 20%, 331/3% or 50% of the voting power. These percentages reflect the Ohio legislature's view that each such acquisition of shares which results in a person's voting power exceeding these levels involves an increase in the ability of a person to control a corporation. These levels of voting power are considered so great that the transaction involved should be considered and approved or rejected by the shareholders. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common Stock is the Fifth Third Bank, Cincinnati, Ohio. PLAN OF DISTRIBUTION The Registrable Shares covered by this Prospectus may be offered for sale by the Selling Security Holders named herein (as amended from time to time) from time to time, subject to certain delay periods described below. Under the Merger Agreement, Fifth Third is required to maintain the effectiveness of the registration statement to which this Prospectus relates until the earlier of (i) November 24, 1998, the first anniversary of the closing date of the Merger, or (ii) the first date as of which all Registrable Shares have been sold pursuant to the Registration Statement or otherwise cease to be Registrable Shares. Under the terms of the Merger Agreement, Fifth Third may in its sole discretion, based on any valid business purpose, suspend the use of the Registration Statement for reasonable periods of -9- 11 time (a "Delay Period"); provided that the aggregate number of days included in all Delay Periods during any consecutive twelve months shall not exceed 120 days. Fifth Third shall provide written notice to each Selling Security Holder at the beginning and end of each Delay Period. Subject in all cases to the restrictions in the Merger Agreement described above, any distribution hereunder of the Common Stock by the Selling Security Holders may be effected from time to time in one or more of the following transactions: (a) through brokers, acting as principal or agent, in transactions (which may involve block transactions) on the Nasdaq National Market or otherwise, at market prices obtainable at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, (b) to underwriters who will acquire shares of Common Stock for their own account and resell such shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time), (c) directly or through brokers or agents in private sales at negotiated prices, (d) to lenders pledged as collateral to secure loans, credit or other financing arrangements and any subsequent foreclosure, if any, thereunder, or (e) by any other legally available means. Also, offers to purchase the Common Stock may be solicited by agents designated by the Selling Security Holders from time to time. Underwriters or other agents participating in an offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transactions may receive brokerage or agent's commissions or fees. In connection with distributions of the Registrable Shares or otherwise, the Selling Security Holders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the Registrable Shares in the course of hedging the positions they assume with Selling Security Holders. The Selling Security Holders may also sell short and redeliver the shares to close out such short portions. The Selling Security Holders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the Registrable Shares offered hereby, which Registrable Shares such broker-dealer or other financial institution, may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction). The Selling Security Holders may also pledge the Registrable Shares registered hereunder to a broker-dealer or other financial institution and, upon a default, such broker-dealer or other financial institution may effect sales of the pledged Registrable Shares pursuant to this Prospectus (as supplemented or amended to reflect such transaction). Underwriters. Certain costs, expenses and fees in connection with the registration of the Registrable Shares, including certain costs of legal counsel for the Selling Security Holders, will be borne by Fifth Third. Commissions, discounts and transfer taxes, if any, attributable to the sales of the Registrable Shares will be borne by the Selling Security Holders. The Selling Security Holders have agreed to indemnify Fifth Third, each of its directors and officers, and each person, if any, who controls Fifth Third within the meaning of the Securities Act, against certain liabilities in connection with the offering of the Registrable Shares pursuant to this Prospectus, including liabilities arising under the Securities Act. In addition, Fifth Third has agreed to indemnify the Selling Security Holders against certain liabilities in connection with the offering of the Registrable Shares pursuant to this Prospectus, including liabilities arising under the Securities Act. -10- 12 This Prospectus may be amended and supplemented from time to time to describe a specific plan of distribution. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 145 may be sold under Rule 145 rather than pursuant to this Prospectus. LEGAL MATTERS Counsel employed by Fifth Third has rendered his opinion that the Registrable Shares are validly authorized and legally issued. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. -11- 13 INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of the fees and expenses (all but the Commission fees are estimates) in connection with the issuance and distribution of the shares of Common Stock being registered hereunder. All such fees and expenses shall be borne by Fifth Third except for underwriting discounts and commissions and transfer taxes, if any, with respect to any shares being sold by the Selling Security Holders.
Commission Registration Fees...................................... 5,484 Nasdaq National Market Listing Fee................................ -0- Blue Sky fees and expenses........................................ -0- Printing and engraving expenses................................... 500 Transfer agent and registrar fee and expenses..................... -0- Attorneys fees and expenses....................................... 7,500 Accounting fees and expenses...................................... 4,500 Miscellaneous..................................................... 516 ------ Total.................................................. 18,500 ------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1701.13(E) of the Ohio Revised Code provides that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2) further specifies that a corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of (a) II-1 14 any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent, that the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper, and (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends and distribution of assets. In addition, Section 1701.13(E) requires a corporation to pay any expenses, including attorney's fees, of a director in defending an action, suit, or proceeding referred to above as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to both (i) repay such amount if it is proved by clear and convincing evidence that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation and (ii) reasonably cooperate with the corporation concerning the action, suit, or proceeding. The indemnification provided by Section 1701.13(E) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Second Amended Articles of Incorporation or Code of Regulations of Fifth Third. The Code of Regulations of Fifth Third provides that Fifth Third shall indemnify each director and each officer of Fifth Third, and each person employed by Fifth Third who serves at the written request of the President of Fifth Third as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, to the full extent permitted by Ohio law. Fifth Third may indemnify assistant officers, employees and others by action of the Board of Directors to the extent permitted by Ohio law. Fifth Third carries directors' and officers' liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Document Exhibit - -------- ------- Opinion of Counsel employed by Fifth Third Bancorp 5.1 Consent of Counsel employed by Fifth Third Bancorp 23.1 (included in Exhibit 5.1) Consent of Deloitte & Touche LLP 23.2 A power of attorney where various individuals authorize 24.1* the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith
- ----------------- *Previously filed II-2 15 ITEM 17. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act. (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of the securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Fifth Third pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such II-3 16 liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3, and has duly caused this Amendment No. 1 to Registration Statement No. 333-42379 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on April 2, 1998. FIFTH THIRD BANCORP /s/ George A. Schaefer, Jr. ------------------------------------- By: George A. Schaefer, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement No. 333-42379 has been signed by the following persons in the capacities and on the dates indicated. Principal Executive Officer: /s/ George A. Schaefer, Jr. Date: April 2, 1998 - ------------------------------------- George A. Schaefer, Jr. President and Chief Executive Officer Principal Financial Officer: /s/ Neal E. Arnold Date: April 2, 1998 - ------------------------------------- Neal E. Arnold Chief Financial Officer and Treasurer Principal Accounting Officer: /s/ Roger W. Dean Date: April 2, 1998 - ------------------------------------- Roger W. Dean Controller 18 Directors of the Company: Date: April 2, 1998 - ------------------------ Darryl F. Allen /s/ John F. Barrett* Date: April 2, 1998 - ------------------------ John F. Barrett /s/ Milton C. Boesel, Jr.* Date: April 2, 1998 - ------------------------ Milton C. Boesel, Jr. /s/ Gerald V. Dirvin* Date: April 2, 1998 - ------------------------ Gerald V. Dirvin /s/ Thomas B. Donnell* Date: April 2, 1998 - ------------------------ Thomas B. Donnell Date: April 2, 1998 - ------------------------ Richard T. Farmer /s/ Ivan W. Gorr* Date: April 2, 1998 - ------------------------ Ivan W. Gorr /s/ Joseph H. Head, Jr.* Date: April 2, 1998 - ------------------------ Joseph H. Head, Jr. /s/ Joan R. Herschede* Date: April 2, 1998 - ------------------------ Joan R. Herschede /s/ William G. Kagler* Date: April 2, 1998 - ------------------------ William G. Kagler 19 /s/ James D. Kiggen Date: April 2, 1998 - ---------------------------- James D. Kiggen /s/ Mitchel Livingston Date: April 2, 1998 - ------------------------ Mitchel Livingston /s/ Robert B. Morgan Date: April 2, 1998 - ---------------------------- Robert B. Morgan /s/ James E. Rogers* Date: April 2, 1998 - ---------------------------- James E. Rogers Date: April 2, 1998 - ---------------------------- Brian H. Rowe /s/ George A. Schaefer, Jr. Date: April 2, 1998 - --------------------------- George A. Schaefer, Jr. /s/ John J. Schiff, Jr.* Date: April 2, 1998 - --------------------------- John J. Schiff, Jr. /s/ Dennis J. Sullivan, Jr.* Date: April 2, 1998 - --------------------------- Dennis J. Sullivan, Jr. /s/ Dudley S. Taft* Date: April 2, 1998 - --------------------------- 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. EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 FIFTH THIRD BANCORP FIFTH THIRD CENTER CINCINNATI, OHIO 45263 April 2, 1998 Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 RE: Issuance of 351,004 Shares of Common Stock of Fifth Third Bancorp Pursuant to Registration Statement on Form S-3 filed with the Securities and Exchange Commission Gentlemen: I have acted as counsel to Fifth Third Bancorp, an Ohio corporation ("Company"), in connection with the issuance of 234,004 shares of the Company's common stock, no par value ("Common Stock") pursuant to the Plan and Agreement of Merger dated as of September 17, 1997 by and among the Company, Fifth Third A Corp. ("Subsidiary"), and Heartland Capital Management, Inc. ("Heartland"). As set forth in the Form S-3 Registration Statement, filed by the Company on the date hereof ("Registration Statement") with the Securities and Exchange Commission, such shares were issued to the former Heartland shareholders upon the consummation of the merger of Subsidiary with and into Heartland on November 24, 1997. Upon consummation of the three-for-two stock split to be effected in the form of a stock dividend and to be paid by the Company on April 15, 1998, the number of shares eligible for resale pursuant to the Registration Statement will be 351,004 shares. As counsel for the Company I have made such legal and factual examinations and inquiries as I deem advisable for the purpose of rendering this opinion. In addition, I have examined such documents and materials, including the Certificate of Incorporation, Bylaws, and other corporate records of the Company, as I have deemed necessary for the purpose of this opinion. On the basis of the foregoing, I express the opinion that the 351,004 shares of Common Stock registered for resale pursuant to the Registration Statement are validly authorized, legally issued, fully paid and nonassessable shares of Common Stock of the Company. I hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to me in the Prospectus under the caption "Legal Matters." Very truly yours, FIFTH THIRD BANCORP By /s/ Paul L. Reynolds ----------------------------- Paul L. Reynolds, Counsel EX-23.2 3 EXHIBIT 23.2 1 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement of Fifth Third Bancorp on Form S-3 (No. 333-42379) of our report dated January 15, 1998, incorporated by reference in the Annual Report on Form 10-K of Fifth Third Bancorp for the year ended December 31, 1997 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Cincinnati, Ohio April 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----