As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-58265
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE 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 31-0854434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
(513)744-6757 (Fax)
(Name, address, including zip code and telephone
number, including area code, of agent for service)
_______________
Copies of Communications to:
Richard G. Schmalzl, Esq.
Jeffrey L. Stainton, Esq.
Graydon, Head & Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513)621-6464
(513)651-3836 (Fax)
Approximate date of commencement of proposed sale of the securities to the
public: The merger of The Ohio Company with and into Fifth Third M Corp, a
wholly-owned subsidiary of Fifth Third, was consummated on June 12, 1998. Under
the terms of the Merger Agreement, Fifth Third was required to file and maintain
the effectiveness of this Registration Statement until approximately June 12,
2000. Fifth Third is hereby amending this Registration Statement to deregister
the remaining 89,250 shares of common stock, no par value, registered in
connection with the merger.
If the only securities being offered 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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
This Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(Reg. No. 333-58265) shall hereafter become effective in accordance with the
provisions of Section 8(c) of the Securities Act of 1933.
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DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Fifth Third Bancorp set forth in the
registration statement on Form S-3 (File No. 333-58265), Fifth Third is filing
this Post-Effective Amendment No. 1 to deregister an aggregate of 89,250 shares
of its common stock, no par value, previously registered under the Securities
Act of 1933 pursuant to the registration statement.
Pursuant to the registration statement on Form S-3, 1,862,765 shares of
common stock were registered. The shares were registered in connection with the
consummation of the merger of The Ohio Company with and into Fifth Third M Corp,
a wholly-owned subsidiary of Fifth Third. The merger was consummated on June
12, 1998. At the closing of the merger, these shares were initially issued to
the shareholders of The Ohio Company pursuant to exemptions to the Securities
Act. Following the merger, the shares were registered pursuant to the
registration statement in order to facilitate the resale of the shares by any
selling shareholders. Fifth Third was required under the terms of the merger
agreement to maintain the effectiveness of this registration statement until the
earlier to occur of (a) June 12, 2000, the second anniversary of the closing
date of the merger, or (b) the first date as of which all of the registrable
shares were sold pursuant to this registration statement.
As of June 28, 2001, an aggregate of 89,250 shares registered under this
registration statement (as adjusted) remain unsold by the selling shareholders.
Therefore, in accordance with the undertakings mentioned above, Fifth Third
hereby deregisters the remaining 89,250 shares of Fifth Third common stock
previously registered pursuant to the registration statement.
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 of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 333-58265 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio, on June 29, 2001.
FIFTH THIRD BANCORP
By: /s/ GEORGE S. SCHAEFER, JR.
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George A. Schaefer, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement No. 333-58265 has been
signed by the following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE S. SCHAEFER, JR. Date: June 29, 2001
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George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: June 29, 2001
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Neal E. Arnold
Chief Financial Officer, Executive
Vice President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: June 29, 2001
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Roger W. Dean
Controller
Directors of the Company:
/s/ DARRYL F. ALLEN* Date: June 29, 2001
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Darryl F. Allen
/s/ JOHN F. BARRETT* Date: June 29, 2001
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John F. Barrett
/s/ GERALD V. DIRVIN* Date: June 29, 2001
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Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: June 29, 2001
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Thomas B. Donnell
/s/ RICHARD T. FARMER* Date: June 29, 2001
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Richard T. Farmer
/s/ JOESEPH H. HEAD, JR.* Date: June 29, 2001
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Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE* Date: June 29, 2001
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Joan R. Herschede
_____________________________
Allen M. Hill
_____________________________
William G. Kagler
/s/ JAMES D. KIGGEN* Date: June 29, 2001
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James D. Kiggen
_____________________________
Jerry L. Kirby
_____________________________
Robert L. Koch, II
/s/ MITCHEL D. LIVINGSTON* Date: June 29, 2001
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Mitchel D. Livingston, Ph.D.
_____________________________
Robert B. Morgan
_____________________________
David E. Reese
_____________________________
James E. Rogers
/s/ BRIAN H. ROWE* Date: June 29, 2001
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Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: June 29, 2001
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George A. Schaefer, Jr.
_____________________________
John J. Schiff, Jr.
_____________________________
Donald B. Schackelford
/s/ DENNIS J. SULLIVAN, JR.* Date: June 29, 2001
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Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: June 29, 2001
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Dudley S. Taft
_____________________________ Date:
Thomas W. Traylor
_____________________________ Date:
Alton C. Wendzel
*By: /s/ GEORGE A. SCHAEFER, JR.
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George A. Schaefer, Jr.
as attorney-in-fact pursuant to
a power of attorney previously
filed