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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2001
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) 579-5300
Not Applicable
(Former name or address, if changed since last report)
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Item 5. Other Events and Regulation FD Disclosure
On March 12, 2001, the Federal Reserve Board approved the pending merger of
Fifth Third Bancorp and Old Kent Financial Corporation. Additionally, the merger
was approved by Old Kent shareholders at a special meeting of shareholders held
March 13, 2001. Fifth Third shareholders will vote on the proposed merger at a
special meeting scheduled for March 20, 2001, with the merger expected to close
in the second quarter, 2001.
On March 13, 2001, the Press Release attached hereto as Exhibit 99.1 was
issued regarding the Federal Reserve Board's approval.
* * * * *
This document contains forward-looking statements about Fifth Third
Bancorp, Old Kent Financial Corporation and the combined company which we
believe are within the meaning of the Private Securities Litigation Reform Act
of 1995. This document contains certain forward-looking statements with respect
to the financial condition, results of operations, plans, objectives, future
performance and business of Fifth Third, Old Kent and 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 Old Kent
do business, are less favorable than expected; (5) legislative or regulatory
changes adversely affect the businesses in which Fifth Third and Old Kent are
engaged; (6) changes in the securities markets; and (7) the possibility that the
merger or the planned divestitures will not occur when or as anticipated.
Further information on other factors which could affect the financial results of
Fifth Third after the merger are included in Fifth Third's and Old Kent'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 Old Kent.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 - Press Release dated March 13, 2001
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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)
March 14, 2001 /s/ Neal E. Arnold
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Neal E. Arnold
Executive Vice President
and Chief Financial Officer