-----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, VkZLM1tx6wEWQwOU5DLa2Suws2TZeidC9cGGvfqhS1DgXGNxBEViL0TcAmHnIkFx V3t3VSpSRc7aVj3KvvOkFA== 0000950152-98-003042.txt : 19980407 0000950152-98-003042.hdr.sgml : 19980407 ACCESSION NUMBER: 0000950152-98-003042 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980406 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-4/A SEC ACT: SEC FILE NUMBER: 333-48033 FILM NUMBER: 98587922 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 S-4/A 1 FIFTH THIRD BANCORP S-4/AMENDMENT 2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998 REGISTRATION NO. 333-48033 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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 38 FOUNTAIN SQUARE PLAZA 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. JOHN C. VORYS, ESQ. H. SAMUEL LIND, ESQ. VORYS, SATER, SEYMOUR AND GRAYDON, HEAD & RITCHEY PEASE LLP 1900 FIFTH THIRD CENTER SUITE 2100, ATRIUM TWO 511 WALNUT STREET 221 E. FOURTH STREET CINCINNATI, OHIO 45202 CINCINNATI, OHIO 45201 (513) 651-3836 (FAX) (513) 723-4056 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective and upon the effective time of the merger ("Merger") of State Savings Company ("State Savings") with and into the Registrant pursuant to the Affiliation Agreement described in the enclosed Proxy Statement/Prospectus included as Part I of this Registration Statement. 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. [ ] 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 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PAGE NUMBER IN SEQUENTIAL DOCUMENT EXHIBIT NUMBERING SYSTEM -------- ------- ----------------------------- Affiliation Agreement (excluding exhibits) and related Agreement of Merger, both dated as of January 2, 1999 by and between Fifth Third Bancorp and State Savings Company (set forth in Annex A to the Proxy Statement/Prospectus included in this Registration Statement)............................................ 2.1 Included in Annex A Affiliation Agreement (excluding exhibits) and related Agreement of Merger, both dated as of January 13, 1998 by and between Fifth Third Bancorp and CitFed Bancorp, Inc................................................... 2.2 Incorporated by Reference(1) Form of Shareholder Support Agreement (set forth in Annex B to the Proxy Statement/Prospectus included in this Registration Statement).......................... 2.3 Included in Annex B Seconded Amended Articles of Incorporation of Fifth Third Bancorp, as amended............................. 3.1 Incorporated by Reference(2) Code of Regulations of Fifth Third Bancorp, as amended............................................... 3.2 Incorporated by Reference(2) Stock Option Agreement (excluding exhibits) dated as of January 13, 1998, by and between Fifth Third Bancorp and CitFed Bancorp, Inc....................... 4 Incorporated by Reference(1) Opinion of counsel employed by Fifth Third Bancorp as to the legality of the securities being issued........ 5 * Opinion of Vorys, Sater, Seymour and Pease LLP as to tax matters........................................... 8 * Fifth Third Bancorp 1982 Stock Option Plan............ 10.1 Incorporated by Reference(3) Fifth Third Bancorp 1987 Stock Option Plan............ 10.2 Incorporated by Reference(4) Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors....................... 10.3 Incorporated by Reference(5) Fifth Third Bancorp Nonqualified Deferred Compensation Plan.................................................. 10.4 Incorporated by Reference(6) Fifth Third Bancorp 1990 Stock Option Plan............ 10.5 Incorporated by Reference(7) Fifth Third Bancorp Variable Compensation Plan........ 10.6 Incorporated by Reference(8) Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan.................................................. 10.7 Incorporated by Reference(8) Form of Employment Agreement between Fifth Third Bancorp and David Reese............................... 10.8 * Form of Employment Agreement between Fifth Third Bancorp and Donald Shackelford........................ 10.9 * Form of Employment Agreement between Fifth Third Bancorp and Jerry L. Kirby............................ 10.10 Incorporated by Reference(1) 1997 Annual Report to Stockholders of Fifth Third Bancorp............................................... 13 Incorporated by Reference Subsidiaries of Fifth Third Bancorp................... 21 Incorporated by Reference(9) Consent of Deloitte & Touche LLP (with respect to Fifth Third Bancorp).................................. 23.1 * Consent of Deloitte & Touche LLP (with respect to State Savings Company................................. 23.2 * Consent of Keefe, Bruyette & Woods, Inc............... 23.3 * Consent of Vorys, Sater, Seymour and Pease LLP........ 23.4 Included in Exhibit 8 Consent of counsel employed by Fifth Third Bancorp.... 23.5 Included in Exhibit 5 A power of attorney where various individuals authorize the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith............ 24 * Durable Power of Attorney for Thomas E. Szykowny as attorney-in-fact for Donald B. Shackelford............ 24.2
II-1 3
PAGE NUMBER IN SEQUENTIAL DOCUMENT EXHIBIT NUMBERING SYSTEM -------- ------- ----------------------------- Fairness Opinion of Keefe, Bruyette & Woods, Inc. (set forth in Annex C to the Proxy Statement/Prospectus included in this Registration Statement).............. 99.1 Included in Annex C Form of Proxy Card.................................... 99.2 * Form of Letter to State Savings Shareholders.......... 99.3 * Form of Notice of Special Meeting of State Savings Shareholders.......................................... 99.4 * Form of Acquiring Person Statement (set forth in Annex E to the Proxy/ Statement/Prospectus included in this Registration Statement)............................... 99.5 Included in Annex E Consent of David E. Reese............................. 99.6 * Consent of Donald B. Shackelford...................... 99.7 * Form of Additional Materials to State Savings Shareholders Required by Ohio Control Share Acquisition Act....................................... 99.8 *
- --------------- * Previously filed. (1) Filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-4, Registration No. 333-48049. (2) Filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-4, Registration No. 33-63966. (3) Filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-2, Registration No. 2-98550. (4) Filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-2, Registration No. 33-13252. (5) Incorporated by reference to the Registrant's Annual Report on Form 10-K filed for the year ended December 31, 1985. (6) Filed with the Securities and Exchange Commission as Exhibit 10.4 to a Registration Statement on Form S-4, Registration No. 33-21139. (7) Filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-8, Registration No. 33-34075. (8) Incorporated by reference to the Registrant's Proxy Statement dated February 9, 1998. (9) Incorporated by reference to the Registrant's Annual Report on Form 10-K filed for the year ended December 31, 1997. II-2 4 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-4, and has duly caused this Amendment No. 2 to Registration Statement No. 333-48033 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on April 6, 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. 2 to Registration Statement No. 333-48033 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 6, 1998 - ------------------------------------------- George A. Schaefer, Jr. President and Chief Executive Officer Principal Financial Officer: /s/ NEAL E. ARNOLD Date: April 6, 1998 - ------------------------------------------- Neal E. Arnold Chief Financial Officer and Treasurer Principal Accounting Officer: /s/ ROGER W. DEAN Date: April 6, 1998 - ------------------------------------------- Roger W. Dean Controller
II-3 5 Directors of the Company: /s/ DARRYL F. ALLEN* Date: April 6, 1998 - ------------------------------------------- Darryl F. Allen Date: - ------------------------------------------- John F. Barrett Date: - ------------------------------------------- Milton C. Boesel, Jr. /s/ GERALD V. DIRVIN* Date: April 6, 1998 - ------------------------------------------- Gerald V. Dirvin /s/ THOMAS B. DONNELL* Date: April 6, 1998 - ------------------------------------------- Thomas B. Donnell /s/ RICHARD T. FARMER* Date: April 6, 1998 - ------------------------------------------- Richard T. Farmer /s/ IVAN W. GORR* Date: April 6, 1998 - ------------------------------------------- Ivan W. Gorr /s/ JOSEPH H. HEAD, JR.* Date: April 6, 1998 - ------------------------------------------- Joseph H. Head, Jr.
II-4 6 /s/ JOAN R. HERSCHEDE* Date: April 6, 1998 - ------------------------------------------- Joan R. Herschede /s/ WILLIAM G. KAGLER* Date: April 6, 1998 - ------------------------------------------- William G. Kagler /s/ JAMES D. KIGGEN* Date: April 6, 1998 - ------------------------------------------- James D. Kiggen /s/ MITCHEL LIVINGSTON* Date: April 6, 1998 - ------------------------------------------- Mitchel Livingston /s/ ROBERT B. MORGAN* Date: April 6, 1998 - ------------------------------------------- Robert B. Morgan /s/ JAMES E. ROGERS* Date: April 6, 1998 - ------------------------------------------- James E. Rogers /s/ BRIAN H. ROWE* Date: April 6, 1998 - ------------------------------------------- Brian H. Rowe /s/ GEORGE A. SCHAEFER, JR. Date: April 6, 1998 - ------------------------------------------- George A. Schaefer, Jr. /s/ JOHN J. SCHIFF, JR.* Date: April 6, 1998 - ------------------------------------------- John J. Schiff, Jr. /s/ DENNIS J. SULLIVAN, JR.* Date: April 6, 1998 - ------------------------------------------- Dennis J. Sullivan, Jr.
II-5 7 /s/ DUDLEY S. TAFT* Date: April 6, 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
II-6 EX-24.2 2 EXHIBIT 24.2 1 Exhibit 24.2 DURABLE POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I, Donald B. Shackelford, of Franklin County, Ohio, do hereby make, constitute and appoint Thomas E. Szykowny my true and lawful attorney in fact so that he may, in my name, place and stead, do and perform all and every act and thing whatsoever and handle all matters which I could or might do or handle if personally present, including, but not in limitation thereof, to sell, exchange, mortgage, lease, convey and transfer real estate, with or without covenants of warranty; to purchase, sell, exchange, pledge, endorse or transfer personal property of every kind and description and to invest the proceeds; to sign and endorse checks, promissory notes and other instruments; to give receipts, to deposit and withdraw funds from any bank account of mine; to open any safe deposit box of mine and to withdraw securities and other papers therefrom; to borrow money, secured or unsecured; to transact any and all business, directly or indirectly, with any bank, broker, or other financial institution; to collect debts, institute and prosecute legal proceedings; to enter into contracts; to handle all matters of insurance; to prepare, sign on my behalf, and file any tax returns, and collect any refunds due; and I hereby ratify and confirm all that my said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall not be affected by my disability. IN WITNESS WHEREOF, I have hereunto set my hand this 26 day of March, 1998. /s/ Donald B. Shackelford ------------------------- Donald B. Shackelford Signed and acknowledged in the presence of Joanne Montgomery Notary Public . STATE OF OHIO . . ss COUNTY OF FRANKLIN . On this 26th day of March, 1998, before me a Notary Public in and for said State personally appeared Donald B. Shackelford, known to me to be the person who executed the foregoing Power of Attorney, and acknowledged the execution of said Power of Attorney to be his voluntary act and deed. /s/ Joanne Montgomery --------------------- Notary Public [Seal] -----END PRIVACY-ENHANCED MESSAGE-----