Edgar Filing: FIFTH THIRD BANCORP

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2001
REGISTRATION NO. 333-52182
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO.1

ON
FORM S-8
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FIFTH THIRD BANCORP
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(Exact name of registrant as specified in its charter)

OHIO 31-0854434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
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(Address of principal executive
offices, including zip code)

Old Kent Financial Corporation Executive Stock Option Plan of 1986, the Old Kent
Stock Option Incentive Plan of 1992, the Old Kent Stock Incentive Plan of 1999,
Old Kent Financial Corporation Executive Stock Incentive Plan of 1997, Stock
Option Plan for Holders of Unexercised Options Under the CFSB Bancorp, Inc. 1994
Stock Option and Incentive Plan and the CFSB Bancorp, Inc. 1990 Stock Option
Plan, Stock Option Plan for Option holders of Pinnacle Banc Group, Inc., Stock
Option Plan for Option holders of Merchants Bancorp, Inc., Stock Option Plan for
Option holders of Grand Premier Financial, Inc., and Stock Option Plan for
Option holders of Home Bancorp, in each case as amended
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(Full title of the plans)

Copy To:
PAUL L. REYNOLDS, ESQ. RICHARD G. SCHMALZL, ESQ.
FIFTH THIRD BANCORP H. SAMUEL LIND, ESQ.
38 FOUNTAIN SQUARE PLAZA GRAYDON HEAD & RITCHEY LLP
CINCINNATI, OHIO 45263 511 WALNUT STREET
1900 FIFTH THIRD CENTER CINCINNATI, OHIO 45202
(513) 579-5300 (513) 621-6464
(513) 744-6757 (FAX) (513) 651-3836 (FAX)
(Name, address and telephone
number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH
CLASS OF
SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED(1) OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED (2) PER SHARE OFFERING PRICE FEE
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COMMON STOCK, NO 3,386,561 SHARES N/A N/A N/A(3)
PAR VALUE PER SHARE
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(1) This Post-Effective Amendment No. 1 on Form S-8 to Form S-4 covers
3,386,561 shares of common stock originally registered on the
Registration Statement on Form S-4 to which this Amendment relates.
These 3,386,561 shares of common stock are issuable pursuant to options
granted to certain directors, officers and employees of Old Kent
Financial Corporation assumed by the Registrant. See "Purpose of
Amendment."
(2) In addition, pursuant to Rule 416, this registration statement covers
such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(3) The Registrant previously paid $1,569,150 upon the initial filing of
this Registration Statement to register 113,000,000 shares of common
stock issuable to the shareholders of Old Kent Financial Corporation
including the 3,386,561 shares of common stock which may be issued
pursuant to exercises of the options described above.

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PURPOSE OF AMENDMENT

The purpose of this Post-Effective Amendment No. 1 is to register, on
Form S-8, 3,386,561 shares of common stock, no par value per share, of Fifth
Third Bancorp previously registered on Form S-4 (Registration No. 333-52182) for
issuance pursuant to options granted to certain directors, officers and
employees of Old Kent Financial Corporation under the Old Kent Executive Stock
Option Plan of 1986, the Old Kent Stock Option Incentive Plan of 1992, the Old
Kent Stock Incentive Plan of 1999, Old Kent Financial Corporation Executive
Stock Incentive Plan of 1997, Stock Option Plan for Holders of Unexercised
Options Under the CFSB Bancorp, Inc. 1994 Stock Option and Incentive Plan and
the CFSB Bancorp, Inc. 1990 Stock Option Plan, Stock Option Plan for Option
holders of Pinnacle Banc Group, Inc., Stock Option Plan for Option holders of
Merchants Bancorp, Inc., Stock Option Plan for Option holders of Grand Premier
Financial, Inc. and Stock Option Plan for Option holders of Home Bancorp, in
each case as amended, pursuant to the terms and conditions of an Amended and
Restated Agreement and Plan of Merger dated as of January 16, 2001 among Old
Kent, Fifth Third and Fifth Third Financial Corporation, a wholly-owned
subsidiary of Fifth Third, which provided for the merger of Old Kent with and
into Fifth Third Financial Corporation. The merger was consummated on April 2,
2001.

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

The documents containing the information required in Part I of the
registration statement will be provided to each option holder as required by
Rule 428(b)(1). Such documents are not being filed with the SEC in accordance
with the instructions to Form S-8, but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3. Incorporation of Documents by Reference.
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The following documents, as filed with the Commission, are incorporated
herein by reference:

(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

(2) the Registrant's Current Reports on Form 8-K filed with the SEC on
January 30, March 6, March 9, March 14 and March 20, 2001; and

(3) the description of the Registrant's Common Stock contained in a
registration statement filed under the Securities and Exchange Act
of 1934, including any amendment or report filed for the purpose
of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.

Item 4. Description of Securities.
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Not applicable.

Item 5. Interest of Named Experts and Counsel.
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Not applicable.

Item 6. Indemnification of Directors and Officers.
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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) any
claim, issue, or matter as to which such person shall have been adjudged to be

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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 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 7. Exemption from Registration Claimed.
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Not applicable.

Item 8. Exhibits.
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Exhibit Description of Exhibit
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4.1 Amended Articles of Incorporation, as amended*
4.2 Code of Regulations, as amended*
5.1 Opinion of Counsel employed by Fifth Third Bancorp**
23.1 Consent of Counsel employed by Fifth Third Bancorp
(included in Exhibit 5.1)**
23.2 Consent of Deloitte & Touche LLP
* Incorporated by reference. See Exhibit Index.
** Previously filed.

Item 9. Undertakings
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A. INDEMNIFICATION

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 provisions referred to in Item 6, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such 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 Act and will
be governed by the final adjudication of such issue.

B. SUBSEQUENT EXCHANGE OF DOCUMENTS

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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. OTHER

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 of 1933;

(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 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 a
prospectus filed with Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represented no more than a 20% change in

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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 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

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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-8, and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 333-52182 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio, on April 2, 2001.

FIFTH THIRD BANCORP

_______________________________________

By: /s/ GEORGE A. 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. 333-52182 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, 2001
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George A. Schaefer, Jr.
President and Chief Executive Officer

Principal Financial Officer:

/s/ NEAL E. ARNOLD Date: April 2, 2001
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Neal E. Arnold
Chief Financial Officer, Executive Vice
President and Treasurer

Principal Accounting Officer:

/s/ ROGER W. DEAN Date: April 2, 2001
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Roger W. Dean
Controller
Directors of the Company:

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/s/ DARRYL F. ALLEN* Date: April 2, 2001
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Darryl F. Allen

/s/ JOHN F. BARRETT* Date: April 2, 2001
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John F. Barrett

/s/ GERALD V. DIRVIN* Date: April 2, 2001
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Gerald V. Dirvin

/s/ THOMAS B. DONNELL* Date: April 2, 2001
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Thomas B. Donnell

/s/ RICHARD T. FARMER* Date: April 2, 2001
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Richard T. Farmer

/s/ JOSEPH H. HEAD, JR.* Date: April 2, 2001
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Joseph H. Head, Jr.

Date:
Joan R. Herschede

/s/ ALLEN M. HILL* Date: April 2, 2001
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Allen M. Hill

/s/ WILLIAM G. KAGLER* Date: April 2, 2001
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William G. Kagler

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/s/ JAMES D. KIGGEN* Date: April 2, 2001
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James D. Kiggen

/s/ ROBERT L. KOCH, II * Date: April 2, 2001
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Robert L. Koch, II

/s/ MITCHEL D. LIVINGSTON* Date: April 2, 2001
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Mitchel D. Livingston, Ph.D.

/s/ ROBERT B. MORGAN* Date: April 2, 2001
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Robert B. Morgan

/s/ DAVID E. REESE* Date: April 2, 2001
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David E. Reese

Date:
James E. Rogers

/s/ BRIAN H. ROWE* Date: April 2, 2001
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Brian H. Rowe

/s/ GEORGE A. SCHAEFER, JR. Date: April 2, 2001
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George A. Schaefer, Jr.

/s/ JOHN J. SCHIFF, JR.* Date: April 2, 2001
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John J. Schiff, Jr.

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/s/ DONALD B. SCHACKELFORD * Date: April 2, 2001
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Donald B. Schackelford

/s/ DENNIS J. SULLIVAN, JR .* Date: April 2, 2001
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Dennis J. Sullivan, Jr.

/s/ DUDLEY S. TAFT * Date: April 2, 2001
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Dudley S. Taft

/s/ THOMAS W. TRAYLOR * Date: April 2, 2001
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Thomas W. Traylor

* 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

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INDEX TO EXHIBITS
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Exhibit Description of Exhibit
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4.1 Amended Articles of Incorporation, as amended (Filed as an Exhibit
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, and incorporated by reference herein)*

4.2 Code of Regulations, as amended (Filed as an Exhibit to the
Registrant's Form S-4, Registration No. 33-63966, and incorporated
by reference herein)*

5.1 Opinion of Counsel employed by Fifth Third Bancorp**

23.1 Consent of Counsel employed by Fifth Third Bancorp (included in
Exhibit 5.1)**

23.2 Consent of Deloitte & Touche LLP
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* Incorporated by reference.
** Previously filed.