-----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, OX8IXgS/ZC0NSSRY+L9ov3pG48gEOuWA36HlIj50VlXFZ6r5we2W13XTP1h+feW3 o/K2WwVxsRrMEt6ItPv7aA== 0001021408-02-011759.txt : 20020912 0001021408-02-011759.hdr.sgml : 20020912 20020912151443 ACCESSION NUMBER: 0001021408-02-011759 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020912 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 02762519 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 8-K/A 1 d8ka.txt FORM 8-K/A - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2002 FIFTH THIRD BANCORP (Exact name of registrant as specified in its charter) Ohio 0-8076 31-0854434 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 534-5300 Not Applicable (Former name or address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure As previously reported, on July 23, 2002, Franklin Financial Corporation ("Franklin Financial"), Fifth Third Financial Corporation ("Fifth Third Financial") and Fifth Third Bancorp ("Fifth Third") entered into an Affiliation Agreement, pursuant to which Franklin Financial will be merged with and into Fifth Third's wholly owned subsidiary, Fifth Third Financial, with Fifth Third Financial as the surviving corporation (the "Merger"). As a result of the Merger, each issued and outstanding share of Franklin Financial (excluding treasury shares) will be exchanged, on a tax-free basis, for a fractional share of Fifth Third Bancorp common stock based on the Average Closing Price of Fifth Third Bancorp common stock as follows: .4039 shares of Fifth Third if the Average Closing Price is equal to or less than $63.13; .3832 shares of Fifth Third if the Average Closing Price is equal to or greater than $66.55; or a ratio that yields a fixed price of $25.50 per share of Franklin Financial Corporation common stock if the Average Closing Price is between $63.13 and $66.55. The Average Closing Price is defined as the average of the closing prices for a share of Fifth Third Bancorp common stock on the NASDAQ National Market for the ten (10) consecutive trading days ending on the fifth (5th) trading day preceding the Effective Time (as defined in the Affiliation Agreement). Consummation of the Merger will result in the Franklin Financial common stock ceasing to be listed on the NASDAQ National Market and the termination of the registration of such securities pursuant to the Securities Exchange Act of 1934. On September 9, 2002, Franklin Financial, Fifth Third Financial and Fifth Third entered into Amendment No. 1 (the "Amendment") to the Affiliation Agreement. Pursuant to the Amendment, certain dates in the Affiliation Agreement relating to certain regulatory filings have been extended by 60 days and the date by which the merger must be completed has been extended to April 1, 2003. Except as modified by the Amendment, all other provisions of the Affiliation Agreement remain in full force and effect. The preceding summary of certain provisions of the Affiliation Agreement, as amended, copies of which are filed as exhibits hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of the Affiliation Agreement and the Amendment. FORWARD-LOOKING STATEMENT DISCLOSURE This document contains or may contain forward-looking statements about Fifth Third Bancorp, Franklin Financial Corporation and the combined company which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. The document contains certain forward looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp, Franklin Financial Corporation and/or the combined company including statements preceded by, followed by or that include the words "believes," "expects," "anticipates" or similar expressions. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the states in which Fifth Third and Franklin Financial do business, are less favorable than expected; (5) legislative or regulatory changes adversely affect the businesses in which Fifth Third and Franklin Financial are engaged; and (6) changes in the securities markets. Further information on other factors which could affect the financial results of Fifth Third after the merger are included in Fifth Third's and Franklin Financial's filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov and/or from Fifth Third or Franklin Financial. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Exhibits. 2.1 Affiliation Agreement dated as of July 23, 2002 by and among Fifth Third Bancorp, Fifth Third Financial Corporation and Franklin Financial Corporation (omitting schedules and exhibits) * 2.2 Amendment No.1, dated September 9, 2002, to the Affiliation Agreement, dated as of July 23, 2002, by and among Fifth Third Bancorp, Fifth Third Financial Corporation and Franklin Financial Corporation. 99.1 Press Release dated July 24, 2002 * * Previously filed on July 24, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIFTH THIRD BANCORP (Registrant) Date: September 12, 2002 /S/ NEAL E. ARNOLD --------------------------- Neal E. Arnold Executive Vice President and Chief Financial Officer EX-2.2 3 dex22.txt AMENDMENT NO. 1 TO AFFILIATION AGREEMENT Exhibit 2.2 AMENDMENT NO. 1 TO AFFILIATION AGREEMENT by and among FRANKLIN FINANCIAL CORPORATION, FIFTH THIRD BANCORP and FIFTH THIRD FINANCIAL CORPORATION This AMENDMENT NO. 1 dated as of this 9th day of September, 2002 to that certain Affiliation Agreement dated as of July 23, 2002 (the "Agreement") by and among Franklin Financial Corporation ("Franklin"), Fifth Third Bancorp ("Fifth Third") and Fifth Third Financial Corporation ("Fifth Third Financial"). WITNESSETH: WHEREAS, each of Franklin, Fifth Third and Fifth Third Financial agree that it is in their mutual best interests to enter into this Amendment No. 1 to facilitate the orderly consummation of the transactions contemplated by the Agreement. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: 1. Defined Terms. Except for capitalized terms, which are expressly defined in this Amendment No.1, all capitalized terms shall have the meanings set forth in the Agreement. 2. Amendment to Sections V.A.1 and V.B.1. The parties hereby agree that each of the third sentence of Section V.A.1 and the second sentence of Section V.B.1 of the Agreement are hereby amended to replace the words "sixty (60) days" with the words "one hundred and twenty (120) days". 3. Amendment to Section VIII.A.2. The parties hereby agree that Section VIII.A.2 of the Agreement is hereby amended to replace the date "January 31, 2003" with the date "April 1, 2003". 4. Reaffirmation. Except as expressly modified by this Amendment No. 1, the parties hereby ratify and confirm each and every provision of the Agreement. The parties further agree that neither the extensions of the time periods as set forth above nor any fact or circumstance which may have necessitated such extensions constitute any breach or default of any provision of the Agreement. 5. Entire Agreement. The terms and provisions of the Agreement (including the documents and instruments referred to therein), together with this Amendment No. 1, constitute the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 6. Counterparts. This Amendment No. 1 may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that the parties need not sign the same counterpart. 7. Governing Law. This Amendment No. 1 shall be governed and construed in accordance with the laws of the State of Ohio, without regard to any applicable conflicts of law principles (except to the extent that mandatory provisions of federal or state law apply). IN WITNESS WHEREOF, Franklin Financial Corporation, Fifth Third Bancorp and Fifth Third Financial Corporation have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized as of the date first above written. FRANKLIN FINANCIAL CORPORATION By: /s/ GORDON E. INMAN ------------------------------------------ Name: Gordon E. Inman --------------------------- Title: Chairman --------------------------- FIFTH THIRD BANCORP By: GERALD WISSEL ---------------------------------- Name: Gerald Wissel --------------------------- Title: Executive Vice President --------------------------- FIFTH THIRD FINANCIAL CORPORATION By: GERALD WISSEL ---------------------------------------- Name: Gerald Wissel --------------------------- Title: Executive Vice President --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----