As filed with the Securities and Exchange Commission on March 28, 2001
Registration No. 333-56450
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Fifth Third Center, Cincinnati, Ohio 45263
(513) 579-5300
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Paul L. Reynolds, Esq.
Fifth Third Bancorp
Fifth Third Center
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.
H. Samuel Lind, Esq.
Graydon Head & Ritchey LLP
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
Phone: (513) 621-6464
Fax: (513) 651-3836
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered 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. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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 Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please 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.
SUBJECT TO COMPLETION, DATED MARCH 28, 2001
PROSPECTUS
FIFTH THIRD BANCORP
591,119 Shares of Common Stock
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The persons identified in "Selling Shareholders" on page ____ are offering
to sell 591,119 shares of common stock of Fifth Third Bancorp. All offers and
sales will be made as described in "Plan of Distribution" beginning on page ___.
The sale price for these shares may vary from transaction to transaction.
Any sales commissions may also vary.
Fifth Third common stock is traded on the Nasdaq National Market under the
symbol "FITB."
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For a description of certain significant considerations in connection with
the shares and related matters described in this document, see "Risk Factors"
beginning on page 2.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this document. Any representation to the contrary is a
criminal offense.
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The shares of Fifth Third common stock are not savings accounts, deposits
or other obligations of any bank or savings association and are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency.
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The information in this document is not complete and may be changed. We may
not issue these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This document is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
The date of this prospectus is March __, 2001
RISK FACTORS
In deciding whether or not to buy shares of Fifth Third common stock
offered by this document, you should consider the following factors:
Fifth Third's future acquisition will dilute your ownership of Fifth Third and
may cause Fifth Third to become were susceptible to adverse economic events.
Fifth Third's future business acquisitions could be material to Fifth
Third. Fifth Third may issue additional shares of common stock to pay for those
acquisitions, which would dilute your ownership interest in Fifth Third.
Acquisitions also could require Fifth Third to use substantial cash or other
liquid assets or to incur debt. In those events, Fifth Third could become more
susceptible to economic downturns and competitive pressures.
If Fifth Third does not adjust to rapid changes in the financial services
industry, its financial performance may suffer.
Fifth Third's ability to maintain its history of strong financial
performance and return on investment to shareholders will depend in part on
Fifth Third's ability to expand its scope of available financial services as
needed to meet the needs and demands of its customers. In addition to the
challenge of attracting and retaining customers for traditional banking
services, Fifth Third's competitors now include securities dealers, brokers,
mortgage bankers, investment advisors and finance and insurance companies who
seek to offer one-stop financial services to their customers that may include
services that banks have not been able or allowed to offer to their customers in
the past. The increasingly competitive environment is a result primarily of
changes in regulation, changes in technology and product delivery systems and
the accelerating pace of consolidation among financial services providers.
Difficulties in combining the operations of acquired entities with Fifth Third's
own operations may prevent Fifth Third from achieving the expected benefits from
its acquisitions.
Fifth Third may not be able to achieve fully the strategic objectives and
operating efficiencies in all of its acquisitions. Inherent uncertainties exist
in integrating the operations of an acquired company into Fifth Third. In
addition, the markets and industries in which Fifth Third operates are highly
competitive. Fifth Third also may lose key personnel, either from the acquired
entities or from itself, as a result of acquisitions. These factors could
contribute to Fifth Third not achieving the expected benefits from its
acquisitions within the desired time frames, if at all.
Future governmental regulation and legislation could limit Fifth Third's future
growth.
Fifth Third and its subsidiaries are subject to extensive state and federal
regulation, supervision, and legislation which govern almost all aspects of the
operations of Fifth Third and its subsidiaries. These laws may change from time
to time and are primarily intended for the
2
protection of consumers, depositors, and the deposit insurance funds. The impact
of any changes to these laws may negatively impact Fifth Third's ability to
expand its services and to increase the value of its business. While we cannot
predict what effect any presently contemplated or future changes in the laws or
regulations or their interpretations would have on Fifth Third, these changes
could be materially adverse to Fifth Third's shareholders.
Changes in interest rates could reduce Fifth Third's income and cash flows.
Fifth Third's income and cash flows depend to a great extent on the
difference between the interest rates earned on interest-earning assets such as
loans and investment securities, and the interest rates paid on interest-bearing
liabilities such as deposits and borrowings. These rates are highly sensitive to
many factors which are beyond Fifth Third's control, including general economic
conditions and the policies of various governmental and regulatory agencies, in
particular, the Federal Reserve Board. Changes in monetary policy, including
changes in interest rates, will influence the origination of loans, the purchase
of investments, the generation of deposits, and the rates received on loans and
investment securities and paid on deposits. Fluctuations in these areas may
adversely affect Fifth Third.
FORWARD-LOOKING STATEMENTS
This document, including information incorporated by reference into this
document, contains or may contain forward-looking statements about Fifth Third
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, 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. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, those risks discussed above. Further information on other factors
which could affect the financial results of Fifth Third are included in the SEC
filings incorporated by reference into this document. See "Where You Can Find
More Information."
3
FIFTH THIRD BANCORP
Description of Business
Fifth Third is an Ohio corporation organized in 1975 as a bank holding
company registered under the Bank Holding Company Act and subject to regulation
by the Federal Reserve Board. In 2000, Fifth Third elected to become a financial
holding company under that Act. As of the date hereof, Fifth Third, with its
principal office located in Cincinnati, owns all of the outstanding stock of
five commercial banks and one savings bank with 673 offices in Ohio, Kentucky,
Indiana, Michigan, Illinois, Florida and Arizona. Those institutions are: Fifth
Third Bank; Fifth Third Bank, Florida; Fifth Third Bank, Northern Kentucky,
Inc.; Fifth Third Bank, Kentucky, Inc.; Fifth Third Bank, Indiana; and Fifth
Third Bank, Southwest, F.S.B.
At December 31, 2000, Fifth Third, its affiliated banks and other
subsidiaries had consolidated total assets of approximately $45.9 billion,
consolidated total deposits of approximately $30.9 billion and consolidated
total shareholders' equity of approximately $4.9 billion.
Fifth Third, through its subsidiaries, engages primarily in commercial,
retail and trust banking, data processing services, investment services and
leasing activities and also provides credit life, accident and health insurance,
discount brokerage services and property management for its properties. Those
subsidiaries consist of The Fifth Third Company, Fifth Third Securities, Inc.,
The Fifth Third Leasing Company, Fifth Third Insurance Services, Inc., Fifth
Third Mortgage Company, Midwest Payment Systems, Inc., Fifth Third Mortgage
Insurance Reinsurance Company, Fifth Third International Company, Fifth Third
Investment Company, Fifth Third Community Development Corporation, Fifth Third
Trade Services Limited, Fifth Third Real Estate Capital Markets Co. and
Heartland Capital Management, Inc. Fifth Third's affiliates provide a full range
of financial products and services to the retail, commercial, financial,
governmental, educational and medical sectors, including a wide variety of
checking, savings and money market accounts, and credit products such as credit
cards, installment loans, mortgage loans and leasing. Each of Fifth Third's
subsidiary banks has deposit insurance provided by the Federal Deposit Insurance
Corporation through either the Bank Insurance Fund and the Savings Association
Insurance Fund.
Fifth Third, through its subsidiaries, also participates in several
regional shared ATM networks, including "Money Station," "Pulse" and "Star."
These networks include approximately 3,200, 46,000 and 115,000 ATMs,
respectively. All Fifth Third banking subsidiaries also participate in the "PLUS
System(R)" network, which is an international ATM network with approximately
563,000 ATMs.
Fifth Third is a corporate entity legally separate and distinct from its
subsidiaries. The principal source of Fifth Third's income is dividends from its
subsidiaries. There are certain regulatory restrictions as to the extent to
which the subsidiaries can pay dividends or otherwise supply funds to Fifth
Third. See "Description of Capital Stock."
4
Recent Developments
Fifth Third's strategy for growth includes strengthening its presence in
core markets, expanding into contiguous markets and broadening its product
offerings.
Fifth Third believes it has an excellent track record in integrating
acquired businesses. Since 1989, Fifth Third has completed over 30 acquisitions,
which have contributed to its growth. Consistent with this strategy, Fifth Third
recently acquired Ottawa Financial Corporation and Capital Holdings, Inc. and
entered into an agreement to acquire Old Kent Financial Corporation.
Ottawa Financial Corporation. On December 8, 2000, Fifth Third acquired
Ottawa Financial Corporation, a unitary savings and loan holding company based
in Holland, Michigan which owns AmeriBank. As of September 30, 2000, Ottawa had
total assets of approximately $1.1 billion, deposits of approximately $732.8
million and shareholders' equity of approximately $83.2 million. Fifth Third
issued approximately 3.7 million shares of Fifth Third common stock to
shareholders of Ottawa in this merger. Based on the fair market value per share
of Fifth Third common stock as of December 8, 2000, the closing date of this
merger, these shares had an aggregate value of approximately $207.9 million.
This merger was accounted for as a purchase.
Capital Holdings, Inc. On March 9, 2001, Fifth Third acquired Capital
Holdings, Inc., a one bank holding company based in Sylvania, Ohio which owns
Capital Bank, N.A. As of December 31, 2000, Capital Holdings had total assets of
approximately $1.1 billion, deposits of approximately $871.4 million and
shareholders' equity of approximately $100.8 million. Fifth Third issued
approximately 4.51 million shares of Fifth Third common stock to shareholders of
Capital Holdings in this merger. Based on the fair market value per share of
Fifth Third common stock as of March 9, 2001, the closing date of this merger,
these shares had an aggregate value of approximately $246.6 million. This merger
was accounted for as a pooling-of-interests.
Old Kent Financial Corporation. On November 20, 2000, Fifth Third agreed to
acquire Old Kent Financial Corporation, a financial holding company based in
Grand Rapids, Michigan that owns Old Kent Bank and Old Kent Bank, National
Association. As of December 31, 2000, Old Kent had total assets of approximately
$23.8 billion, deposits of approximately $17.4 billion and shareholders' equity
of approximately $1.8 billion.
In connection with the acquisition of Old Kent, holders of Old Kent common
stock will receive .74 of a share of Fifth Third common stock for each
outstanding share of Old Kent common stock. Fifth Third expects to issue
approximately 107.3 million shares of Fifth Third common stock to shareholders
of Old Kent. Based on the fair market value per share of Fifth
5
Third common stock as of March 27, 2001, these shares would have an aggregate
value of approximately $5.6 billion. The merger agreement for this acquisition
further states that each share of Old Kent series D perpetual preferred stock
issued and outstanding immediately prior to the effective time of the merger
will be converted into one share of perpetual preferred stock of Fifth Third
designated as Fifth Third series D perpetual preferred stock. The terms of the
Fifth Third series D perpetual preferred stock will be substantially identical
to the terms of the Old Kent series D perpetual preferred stock, except for such
changes as may be required to give effect to the adjustment required by Section
D.5.3.E. of the Old Kent certificate of designations, preferences and rights
relating thereto in respect of the merger. Additionally, each share of Old Kent
series E perpetual preferred stock issued and outstanding immediately prior to
the effective time of the merger will be converted into one share of perpetual
preferred stock of Fifth Third designated as Fifth Third series E perpetual
preferred stock. The terms of the Fifth Third series E perpetual preferred stock
will be substantially identical to the terms of the Old Kent series E perpetual
preferred stock.
Fifth Third expects that its acquisition of Old Kent will be accounted for
as a pooling-of-interests and will be completed in the second quarter of 2001.
Capital Requirements
The Federal Reserve Board, the Office of the Comptroller of the Currency
and the Federal Deposit Insurance Corporation maintain guidelines to implement
risk-based capital requirements for bank holding companies, state member banks,
national banks and state non-member banks, respectively.
Under the guidelines, "well capitalized" bank holding companies are
required to have total capital equivalent to 10% of assets, weighted by risk.
One half of this capital must be Tier 1 capital, which consists of core capital
elements including common shareholders' equity, retained earnings and perpetual
preferred stock, to risk weighted assets. The other half of required capital
(Tier 2) can include, among other supplementary capital elements, limited-life
preferred stock and subordinated debt and loan loss reserves up to certain
limits. The banking regulatory authorities also require "well capitalized" bank
holding companies to have a Tier 1 capital to risk-based assets ratio of 6%.
"Well capitalized" state member banks are required to have a total capital to
risk-based assets ratio of 10%, a Tier 1 capital to risk-based assets ratio of
6% and a leverage ratio of 5%.
Under Federal Reserve Board policy, a holding company is expected to act as
a source of financial strength to each subsidiary bank and to commit resources
to support each of its subsidiaries. This support may be required at times when
the holding company may not find itself able to provide it.
Fifth Third and each of its subsidiary depository institutions are in
compliance with all applicable standards for well capitalized banking
organizations. As of December 31, 2000, Fifth Third had a leverage ratio of
10.48%, its Tier 1 risk-based capital ratio was 12.71% and its total risk-based
capital ratio was 14.45%.
6
General Regulation of Fifth Third
Fifth Third is extensively regulated under both federal and state law. To
the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions.
Fifth Third is registered with and subject to regulation by the Federal
Reserve Board. A bank holding company is required to file with the Federal
Reserve Board an annual report and such additional information as the Federal
Reserve Board may require pursuant to the Bank Holding Company Act. The Federal
Reserve Board also may make examinations of a holding company and each of its
subsidiaries.
The Bank Holding Company Act also restricts the types of businesses and
operations in which a bank holding company and its subsidiaries (other than bank
subsidiaries) may engage. Generally, permissible activities are limited to
banking and activities found by the Federal Reserve Board to be so closely
related to banking as to be a proper incident thereto.
The Gramm-Leach-Bliley Act, which became law on November 12, 1999,
establishes a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms and other financial service
providers by revising and expanding the Bank Holding Company Act framework to
permit a holding company system, such as Fifth Third, to engage in a full range
of financial activities through a new entity known as a financial holding
company. Fifth Third has elected to become a financial holding company.
"Financial activities" are broadly defined to include not only banking,
insurance, and securities activities, but also merchant banking and additional
activities that the Federal Reserve Board, in consultation with the Secretary of
the Treasury, determines to be financial in nature as well as activities that
the Federal Reserve Board determines are complimentary thereto. In sum, the
Gramm-Leach-Bliley Act is intended to permit bank holding companies that qualify
and elect to be treated as a financial holding company to engage in a
significantly broader range of activities described above that are not so
treated.
In order to elect to become a financial holding company and engage in the
new activities, a bank holding company must meet certain tests and file an
election form with the Federal Reserve Board. To qualify, all of a bank holding
company's subsidiary banks must be well-capitalized and well-managed, as
measured by regulatory guidelines. In addition, to engage in the new activities
each of the bank holding company's banks must have been rated "satisfactory" or
better in its most recent Federal Community Reinvestment Act evaluation.
Furthermore, a bank holding company that elects to be treated as a financial
holding company may face significant consequences if its banks fail to maintain
the required capital and management ratings including entering into an agreement
with the Federal Reserve Board which imposes limitations on its operations and
may even require divestitures.
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General Regulation of Depository Institutions
The operations of the subsidiary depository institutions of Fifth Third are
subject to requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans that may be granted and the interest that may be charged
thereon, and limitations on the types of investments that may be made and the
types of services which may be offered. Various consumer laws and regulations
also affect the operations of these subsidiary depository institutions.
National banks are subject to the supervision of and are regularly examined
by the Comptroller of the Currency. In addition, national banks may be members
of the Federal Reserve System and their deposits are insured by the Federal
Deposit Insurance Corporation and, as such, are subject to regulation and
examination by each agency. Federal savings banks are subject to the supervision
and regulation of the Office of Thrift Supervision. State-chartered banking
corporations are subject to federal and state regulation of their business and
activities, including the Federal Reserve Board and: in the case of banks
chartered in Ohio, by the Ohio Division of Financial Institutions, in the case
of banks chartered in Kentucky, by the Kentucky Department of Financial
Institutions, in the case of banks chartered in Michigan, by the Michigan Office
of Financial and Insurance Services, and in the case of banks chartered in
Florida, by the Florida Department of Banking and Finance.
Additional Information
For more detailed information about Fifth Third, reference is made to the
Fifth Third Annual Report on Form 10-K for the year ended December 31, 2000, and
Current Reports on Form 8-K filed with the SEC on January 30, March 6, March 9,
March 14 and March 20, 2001, which are incorporated into this document by
reference. See "Where You Can Find More Information." More information about
Fifth Third is also contained in its 2000 Annual Report to Shareholders which
accompanies this document and is also available through Fifth Third's website at
http://www.53.com/investor/annual_report/index.htm.
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SELECTED HISTORICAL FINANCIAL DATA OF FIFTH THIRD
The following table sets forth certain historical financial data concerning
Fifth Third for the five years ended December 31, 2000. This data is based on
information contained in Fifth Third's 2000 Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, which is incorporated by reference into
this document. Financial data for all periods has been restated to reflect the
second quarter 1998 mergers with CitFed Bancorp, Inc. and State Savings Company
and the fourth quarter 1999 mergers with CNB Bancshares, Inc. and Peoples Bank
Corporation of Indianapolis. These mergers were accounted for as poolings-of-
interest. All share and per share information has been retroactively adjusted to
reflect the 3-for-2 stock splits effected in the form of stock dividends paid on
July 14, 2000, April 15, 1998, July 15, 1997 and January 12, 1996.
Years Ended December 31,
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2000(1) 1999(2) 1998(3) 1997 1996(4)
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Summary of Operations:
(In thousands except per share amounts)
Interest income ........................ $3,263,371 $2,738,082 $2,585,927 $2,477,612 $2,272,049
Interest expense ....................... 1,793,055 1,333,491 1,315,947 1,304,077 1,189,309
---------- --------- --------- --------- ---------
Net interest income .................... 1,470,316 1,404,591 1,269,980 1,173,535 1,082,740
Provision for credit losses ............ 89,037 134,057 123,489 116,946 82,880
---------- --------- --------- --------- ---------
Net interest income after provision
for credit losses ..................... 1,381,279 1,270,534 1,146,491 1,056,589 999,860
Other operating income ................. 1,012,706 877,686 753,544 590,428 494,024
Operating expenses ..................... 1,118,821 1,121,956 1,066,207 849,902 833,361
---------- --------- --------- --------- ---------
Income before income taxes ............. 1,275,164 1,026,264 833,828 797,115 660,523
Applicable income taxes ................ 412,279 358,035 287,316 267,736 217,647
---------- --------- --------- --------- ---------
Net income ............................. $ 862,885 $ 668,229 $ 546,512 $ 529,379 $ 442,876
========== ========== ========== ========= ==========
Common Share Data:
Earnings per share ..................... $ 1.86 $ 1.46 $ 1.21 $ 1.18 $ 0.99
Earnings per diluted share ............. 1.83 1.43 1.19 1.17 0.97
Cash dividends declared per
share ............................... 0.70 0.59 0.47 0.38 0.33
Book value at period end ............... 10.50 8.80 8.38 7.52 7.02
Average shares outstanding
(000's) ............................. 463,846 459,179 452,002 446,796 448,762
Average diluted shares
outstanding (000's) ................. 475,978 471,856 463,127 454,241 458,640
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(1) Operating expenses for 2000 include $33.5 million of pretax merger-related
and special charges ($23.1 million after tax, or $.05 per diluted share).
For comparability, excluding the impact of these charges, net income,
earnings per share and earnings per diluted share would have been $885.9
million, $1.91 and $1.88, respectively.
(2) Provision for credit losses and operating expenses for 1999 include $26.2
million and $82.1 million of pretax merger-related charges ($83.8 million
after tax, or $.18 per diluted share). For comparability, excluding the
impact of these charges, net income, earnings per share and earnings per
diluted share would have been $752.0 million, $1.64 and $1.61,
respectively.
(3) Provision for credit losses and operating expenses for 1998 include $16.7
million and $121.3 million of pretax merger-related charges ($98.7 million
after tax, or $.21 per diluted share). For comparability, excluding the
impact of these charges, net income, earnings per share and earnings per
diluted share would have been $645.2 million, $1.42 and $1.40,
respectively.
(4) Operating expenses for 1996 include the impact of the special SAIF
assessment of $49.6 million pretax ($31.3 million after tax, or $.07 per
diluted share). For comparability, excluding the impact of this assessment,
net income, earnings per share and earnings per diluted share would have
been $474.1 million, $1.05 and $1.03, respectively.
9
December 31,
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2000(1) 1999(2) 1998(3) 1997 1996(4)
------- ------- ------- ---- -------
Financial Condition at Period (In thousands except per share amounts)
End:
Securities ............................. $15,628,580 $12,816,671 $11,305,815 $10,530,928 $10,145,613
Loans and leases ....................... 25,952,801 24,963,620 22,356,524 21,898,954 20,207,880
Assets ................................. 45,856,906 41,589,512 37,092,266 35,180,173 33,135,051
Deposits ............................... 30,948,780 26,083,560 24,495,784 24,289,566 23,306,020
Short-term borrowings .................. 4,259,291 8,374,133 4,514,636 4,391,386 4,263,311
Long-term debt and convertible
subordinated notes .................. 4,034,020 1,976,272 3,236,090 2,305,341 1,795,069
Shareholders' equity ................... 4,891,269 4,077,031 3,795,054 3,358,540 3,135,413
Ratios:
Profitability Ratios:
Return on average assets ............... 1.93% 1.68% 1.51% 1.57% 1.42%
Return on average shareholders'
equity .............................. 19.5% 16.9% 15.4% 17.2% 15.3%
Net interest margin .................... 3.77% 3.99% 3.93% 3.86% 3.83%
Overhead ratio(5) ...................... 43.5% 47.6% 51.1% 46.8% 51.4%
Other operating income to
total income(6) ..................... 40.7% 38.4% 36.9% 33.2% 30.9%
Dividend payout ........................ 38.2% 41.0% 39.8% 32.4% 33.6%
Capital Ratios:
Average shareholders' equity to
average assets ...................... 9.93% 9.95% 9.80% 9.16% 9.28%
Tier 1 risk-adjusted capital ........... 12.71% 12.16% 12.47% 11.28% 11.84%
Total risk-adjusted capital ............ 14.45% 14.00% 14.44% 13.44% 14.31%
Tier 1 leverage ........................ 10.48% 9.81% 10.09% 9.15% 8.84%
Ratio of Earnings to
Fixed Charges:(7)
Including deposit interest ............. 1.70x 1.76x 1.63x 1.61x 1.55x
Excluding deposit interest ............. 2.90x 3.12x 3.00x 3.12x 3.23x
Credit Quality Ratios:
Reserve for credit losses to
nonperforming assets ................ 383.54% 474.06% 364.44% 265.41% 228.08%
Reserve for credit losses to loans
and leases outstanding .............. 1.48% 1.47% 1.48% 1.43% 1.41%
Net charge-offs to average loans
and leases outstanding .............. 0.30% 0.36% 0.47% 0.43% 0.40%
Nonperforming assets to loans,
leases and other real estate
owned ............................... 0.39% 0.31% 0.41% 0.54% 0.62%
-----------------------------------
(1) Operating expenses for 2000 include merger-related and special charges
totaling $33.5 million pretax ($23.1 million after tax, or $.05 per
diluted share). For comparability, excluding the impact of these
charges, return on average assets, return on average equity and the
overhead ratio were 1.98%, 20.0% and 42.2%, respectively.
(2) Provision for credit losses and operating expenses for 1999 include
charges of $26.2 million and $82.1 million of pretax merger-related
charges ($83.8 million after tax, or $.18 per diluted share). For
comparability, excluding the impact of these charges, return on
average assets, return on average equity and the overhead ratio were
1.89%, 19.0% and 44.1%, respectively.
(3) Provision for credit losses and operating expenses for 1998 include
$16.7 million and $121.3 million of pretax merger-related charges
($98.7 million after tax, or $.21 per diluted share). For
comparability, excluding the impact of these charges, return on
average assets, return on average equity and the overhead ratio were
1.78%, 18.2% and 45.3%, respectively.
(4) Operating expenses for 1996 include the impact of the special SAIF
assessment of $49.6 million pretax ($31.3 million after tax, or $.07
per diluted share). For comparability, excluding the impact of this
assessment, return on average assets, return on average equity and the
overhead ratio were 1.52%, 16.3% and 48.3%, respectively.
(5) Operating expenses divided by the sum of taxable-equivalent net
interest income and other operating income.
(6) Other operating income excluding securities gains and losses as a
percent of net interest income and other operating income excluding
securities gains and losses.
(7) Earnings represent income before income taxes plus fixed charges.
Fixed charges include interest expense and the proportion deemed
representative of the interest factor of rental expense.
10
USE OF PROCEEDS
Fifth Third will not receive any proceeds from the sale of the common stock
by the selling shareholders. See "Selling Shareholders."
SELLING SHAREHOLDERS
The shares of common stock offered hereby were issued to the selling
shareholders pursuant to the Agreement and Plan of Merger dated as of September
17, 1997 by and among Fifth Third, Fifth Third A Corp, an Indiana corporation
and wholly-owned subsidiary of Fifth Third, and Heartland Capital Management,
Inc., an Indiana corporation, and the selling shareholders. Pursuant to the
merger agreement, Fifth Third A Corp merged with and into Heartland on November
24, 1997.
In the merger, Heartland stockholders received an aggregate of 234,004
shares of Fifth Third Common Stock. On March 17, 1998, Fifth Third declared a
three-for-two stock split to be effected in the form of a stock dividend
distributed on April 15, 1998. Accordingly, Fifth Third registered 351,004
shares of common stock on a registration statement (file no. 333-42379), which
was declared effective by the SEC on April 7, 1998.
Pursuant to the merger agreement, the selling shareholders also received
three additional grants of 36,804, 56,858 and 71,065 shares of common stock on
February 12, 1999, February 4, 2000 and January 24, 2001, respectively.
Additionally, on June 20, 2000, Fifth Third declared a three-for-two stock split
to be effected in the form of a stock dividend distributed on July 14, 2000.
Accordingly, Fifth Third paid an aggregate of 186,332 shares of common stock to
the selling shareholders in satisfaction of this stock dividend. All of these
additional shares were registered on registration statements nos. 333-80919,
333-34798 and 333-56450, which were declared effective by the SEC on July 26,
1999, May 3, 2000 and March __, 2001, respectively.
On December 30, 1998, Barry Ebert transferred 72,000 shares of common stock
that he received in the merger to Barry Ebert, Trustee, and Anita Ebert,
Trustee, under Agreement dated December 15, 1998 by B. Ebert Charitable
Remainder Unit Trust, an Indiana trust. On February 11, 1999, the Trust sold
5,000 shares of common stock and on February 23, 1999, the Trust sold another
30,000 shares. On July 22, 1999, the Trust sold its final 37,000 shares of
common stock. Additionally, on July 14, 2000, Thomas Maurath sold 6,954 shares
of common stock and in January 2001 Robert Markley sold 31,990 shares.
Therefore, only 591,119 of the original 702,063 shares registered on
registration statements nos. 333-42379, 333-80919, 333-34798 and 333-56450
remain.
This prospectus relates to all of the remaining 591,119 shares registered
on all four of these registration statements, as permitted by Rule 429
promulgated under the Securities Act.
Fifth Third has agreed to file with the SEC a registration statement under
the Securities Act and maintain its effectiveness until the earlier of (1) one
year after the issuance of the shares to the selling shareholders, or (2) the
first date as of which all shares of common stock offered
11
hereby have been sold pursuant to the registration statement or otherwise cease
to be registrable shares. Under the terms of the merger agreement, Fifth Third
has agreed to pay all expenses incurred in connection with the registration of
the shares of common stock being sold by the selling shareholders; provided,
however, that Fifth Third will not pay any selling commissions, discounts,
underwriting or advisory fees, brokers' fees or fees of similar securities
industry professionals relating to the sale of the shares of common stock
offered hereby. Fifth Third has agreed to indemnify the selling shareholders and
any underwriters against certain liabilities, including liabilities under the
Securities Act.
The following table sets forth certain information with respect to the
selling shareholders and the number of shares of common stock which may be sold
pursuant to this document. Prior to the effective time of the merger, no selling
shareholder held any positions or offices or had any other material
relationships with Fifth Third, or any of its predecessors or affiliates, during
the past three years.
Number of shares of common
Number of shares of common stock and percentage assuming
Name and address of stock which may be sold the sale of all shares offered
Selling Shareholder pursuant to this prospectus (1) pursuant to this prospectus
------------------- ------------------------------- ---------------------------
Barry F. Ebert 299,413 0%
R.R. #2
Box 195
Monrovia, Indiana
46157
Robert D. Markley 239,617 0%
12939 Brighton
Avenue
Carmel, Indiana
46032
Thomas F. Maurath 52,089 0%
11670 Fall Creek
Road
Indianapolis, Indiana
46256
---------------
(1) The Commission has defined beneficial ownership to include sole or shared
voting or investment power with respect to a security or right to acquire
beneficial ownership of a security within 60 days. The number of shares
indicated are owned with sole voting and investment power unless otherwise
noted.
DESCRIPTION OF CAPITAL STOCK
Fifth Third is currently authorized to issue 1,300,000,000 shares of Fifth
Third common stock, no par value, and 500,000 shares of preferred stock, no par
value. As of February 28, 2001, Fifth Third had outstanding 466,650,349 shares
of Fifth Third common stock and no shares of Fifth Third preferred stock. The
following summary description of the capital stock of Fifth
12
Third does not purport to be complete and is qualified in its entirety by
reference to Fifth Third's articles of incorporation and code of regulations.
Common Stock
Voting Rights. Under Fifth Third's articles of incorporation, as amended,
the holders of common stock have no preemptive rights and the common stock has
no redemption, sinking fund, or conversion privileges. The holders of Fifth
Third common stock are entitled to one vote per share on all matters submitted
to a vote of stockholders. Fifth Third's code of regulations provides for the
division of its board of directors into three classes of approximately equal
size. Directors are elected for three-year terms, and the terms of office of
approximately one-third of the classified board of directors expire each year.
This classification of the board of Fifth Third may make it more difficult for a
shareholder to acquire immediate control of Fifth Third and remove management by
means of a hostile takeover. Since the terms of approximately one-third of the
incumbent directors expire each year, at least two annual elections are
necessary for the shareholders to replace a majority of directors, whereas a
majority of the directors of a non-classified board of directors may be replaced
in one annual meeting.
Fifth Third's articles of incorporation contain another potential
anti-takeover device. As stated above, Fifth Third is authorized to issue
500,000 shares of Fifth Third preferred stock, and its board of directors may
designate various characteristics and rights of Fifth Third preferred stock,
including conversion rights. Accordingly, as an anti-takeover measure, Fifth
Third's board of directors may authorize the conversion of shares of Fifth Third
preferred stock into any number of shares of Fifth Third common stock and thus
dilute the outstanding shares of Fifth Third common stock. Subject to the
board's fiduciary duties, Fifth Third could issue convertible preferred stock
with the purpose or effect of deterring or preventing a takeover of Fifth Third.
The holders of Fifth Third common stock have the right to vote cumulatively
in the election of directors. Under applicable Ohio law, unless a corporation's
articles of incorporation are amended to provide that no shareholder of the
corporation may cumulate his or her voting power, each shareholder has the right
to vote cumulatively in the election of directors of the corporation if (1)
written notice is given by any shareholder of the corporation to the president,
a vice president or the secretary of such corporation, not less than forty-eight
hours before the time fixed for holding the meeting at which directors are to be
elected, indicating that the shareholder desires that voting for the election of
directors be cumulative, and (2) announcement of the giving of this notice is
made upon the convening of the meeting by the chairman or the secretary or by or
on behalf of the shareholder giving the notice. In this event, each shareholder
will be entitled to cumulate the voting power as he or she possesses and to give
one nominee as many votes as the number of directors to be elected multiplied by
the number of his or her shares, or to distribute these votes on the same
principle among two or more candidates, as each shareholder sees fit. The
availability of cumulative voting rights enhances the ability of minority
shareholders to obtain representation on the board of directors.
Dividends. Holders of Fifth Third common stock are entitled to dividends as
and when declared by the board of directors out of funds legally available for
the payment of dividends.
13
Fifth Third has, in the past, declared and paid dividends on a quarterly basis,
and intends to continue to do so in the immediate future in such amounts as its
board of directors shall determine.
Most of the revenues of Fifth Third available for payment of dividends
derive from amounts paid to it by its subsidiaries. Under applicable banking
law, the total of all dividends declared in any calendar year by a national bank
or a state-chartered bank may not, without the approval of the Comptroller of
the Currency, the Federal Reserve Board, or the Federal Deposit Insurance
Corporation, as the case may be, exceed the aggregate of such bank's net profits
and retained net profits for the preceding two years. No affiliate of Fifth
Third has ever been prohibited from declaring dividends or restricted in paying
any dividends declared.
If, in the opinion of the applicable regulatory authority, a depository
institution under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
depository institution, could include the payment of dividends), the authority
may require, after notice and hearing, that the bank cease and desist from the
practice. The Federal Reserve Board has similar authority with respect to bank
holding companies. In addition, the Federal Reserve Board, the Comptroller of
the Currency and the Federal Deposit Insurance Corporation have issued policy
statements which provide that insured banks and bank holding companies should
generally only pay dividends out of current operating earnings. Finally, the
regulatory authorities have established guidelines with respect to the
maintenance of appropriate levels of capital by a bank, bank holding company or
savings association under their jurisdiction. Compliance with the standards set
forth in these guidelines could limit the amount of dividends which Fifth Third
and its affiliates may pay in the future.
Rights Upon Liquidation. In the event of any liquidation, dissolution or
winding up of Fifth Third, so long as it has not issued preferred stock, the
holders of Fifth Third common stock would be entitled to receive, after payment
or provision for payment of all debts and liabilities of Fifth Third (including
the payment of all fees, taxes and other expenses incidental thereto), the
remaining assets of Fifth Third available for distribution. If Fifth Third
preferred stock is issued, the holders of Fifth Third preferred stock may have
priority over the holders of Fifth Third common stock in the event of
liquidation or dissolution.
Preferred Stock
In connection with Fifth Third's acquisition of Old Kent Financial
Corporation, Fifth Third has agreed to issue 7,250 shares of its newly-created
series D preferred stock and 2,000 shares of its newly-created series E
preferred stock. The terms of such shares will be substantially identical to the
terms of Old Kent's currently outstanding series D and series E preferred stock.
These series of preferred stock are described in the joint proxy
statement/prospectus relating to the special meetings of Fifth Third's and Old
Kent's shareholders in connection with that merger. Fifth Third will provide you
with a copy of the description of such series D and series E preferred stock
contained in such proxy statement upon your request delivered in accordance with
the procedures described under "Where You Can Find More Information."
14
Pursuant to Fifth Third's articles of incorporation the Fifth Third board
of directors may, without further action of Fifth Third's shareholders, (a)
divide into one or more new series the authorized shares of Fifth Third
preferred stock which have not previously been designated, (b) fix the number of
shares constituting any such new series, and (c) fix the dividend rates, payment
dates, whether dividend rights shall be cumulative or non-cumulative, conversion
rights, redemption rights (including sinking fund provisions) and liquidation
preferences. Except as otherwise provided by law, holders of any series of Fifth
Third preferred stock shall not be entitled to vote on any matter.
Change of Control Provisions
The articles of incorporation and code of regulations of Fifth Third
contain various provisions which could make more difficult a change-of-control
of Fifth Third or discourage a tender offer or other plan to restructure Fifth
Third. The ability of Fifth Third to issue shares of Fifth Third preferred stock
may have the effect of delaying, deferring or preventing a change-of-control of
Fifth Third. Fifth Third's classified board of directors may also make it more
difficult for a shareholder to acquire immediate control of Fifth Third.
Additionally, Ohio law contains provisions which would also make more difficult
a change-of-control of Fifth Third or discourage a tender offer or other plan to
restructure Fifth Third. The following discussion of some of these provisions is
qualified in its entirety by reference to those particular statutory and
regulatory provisions.
Ohio Control Share Acquisition Act. Section 1701.831 of the Ohio Revised
Code, the Ohio Control Share Acquisition Act, provides that any "control share
acquisition" of an Ohio issuing public corporation shall be made only with the
prior authorization of the shareholders of the issuing public corporation in
accordance with the provisions of the Ohio Control Share Acquisition Act. A
"control share acquisition" is defined under the Ohio Control Share Acquisition
Act to mean the acquisition, directly or indirectly, by any person of shares of
an issuing public corporation that, when added to all other shares of the
issuing public corporation such person owns, would entitle such person, directly
or indirectly, to exercise voting power in the election of directors within the
following ranges: more than 20%; more than 33%; and a majority.
The Ohio Control Share Acquisition Act also requires that the acquiring
person must deliver an acquiring person statement to the Ohio issuing public
corporation. The Ohio issuing public corporation must then call a special
meeting of its shareholders to vote upon the proposed acquisition within 50 days
after receipt of such acquiring person statement, unless the acquiring person
agrees to a later date.
The Ohio Control Share Acquisition Act further specifies that the
shareholders of the Ohio issuing public corporation must approve the proposed
control share acquisition by certain percentages at a special meeting of
shareholders at which a quorum is present. In order to comply with the Ohio
Control Share Acquisition Act, the acquiring person may only acquire the shares
of the Ohio issuing public corporation upon the affirmative vote of (1) a
majority of the voting power of the shares of the Ohio issuing public
corporation common stock that is represented in person or by proxy at the
separate special meeting, and (2) a majority of the voting
15
power of the shares of the Ohio issuing public corporation common stock that is
represented in person or by proxy at the special meeting excluding those shares
of the Ohio issuing public corporation common stock deemed to be "interested
shares" for purposes of the Ohio Control Share Acquisition Act.
"Interested shares" are defined under the Ohio Control Share Acquisition
Act to mean shares in respect of which the voting power is controlled by any of
the following persons: (1) an acquiring person; (2) any officer of the Ohio
issuing public corporation; or (3) any employee who is also a director of the
Ohio issuing public corporation. "Interested shares" also include shares of the
Ohio issuing public corporation common stock that are acquired by any person
after the date of the first public disclosure of the proposed merger and the
date of the special meeting, if either: (a) the aggregate consideration paid by
such person, and any person acting in concert with him for such shares of the
Ohio issuing public corporation common stock exceeds $250,000, or (b) the number
of shares acquired by such person, and any person acting in concert with him,
exceeds one-half of one percent of the outstanding shares of the Ohio issuing
public corporation common stock.
Ohio Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
prohibits an issuing public corporation from engaging in certain transactions
with an interested shareholder for a period of three years following the date on
which the person became an interested shareholder unless, prior to such date,
the directors of the issuing public corporation approve either the transaction
or the acquisition of shares pursuant to which such person became an interested
shareholder. Fifth Third is an issuing public corporation for purposes of the
statute. An interested shareholder is any person who is the beneficial owner of
a sufficient number of shares to allow such person, directly or indirectly,
alone or with others, including affiliates and associates, to exercise or direct
the exercise of 10% of the voting power of the issuing public corporation in the
election of directors.
The transactions restricted by Chapter 1704 include:
. any merger, consolidation, combination, or majority share
acquisition between or involving an issuing public corporation
and an interested shareholder or an affiliate or associate of an
interested shareholder;
. certain transfers of property, dividends, and issuance or
transfers of shares, from or by an issuing public corporation or
a subsidiary of an issuing public corporation to, with, or for
the benefit of an interested shareholder or an affiliate or
associate of an interested shareholder unless such transaction is
in the ordinary course of business of the issuing public
corporation on terms no more favorable to the interested
shareholder than those acceptable to third parties as
demonstrated by contemporaneous transactions; and
. certain transactions which (1) increase the proportionate share
ownership of an interested shareholder, (2) result in the
adoption of a plan or proposal for the dissolution, winding up of
the affairs, or liquidation of the issuing public corporation if
such plan is proposed by or on behalf of the interested
shareholder,
16
or (3) pledge or extend the credit or financial resources of the
issuing public corporation to or for the benefit of the
interested shareholder.
After the initial three-year moratorium has expired, an issuing public
corporation may engage in a transaction subject to Chapter 1704 if: (1) the
acquisition of shares pursuant to which the person became an interested
shareholder received the prior approval of the board of directors of the issuing
public corporation, (2) the transaction subject to Chapter 1704 is approved by
the affirmative vote of the holders of shares representing at least two-thirds
of the voting power of the issuing public corporation and by the holders of
shares representing at least a majority of voting shares which are not
beneficially owned by an interested shareholder or an affiliate or associate of
an interested shareholder, or (3) the transaction subject to Chapter 1704 meets
certain statutory tests designed to ensure that it be economically fair to all
shareholders.
Ohio Tender Offer Procedures. Ohio law also provides that an offeror may
not make a tender offer or request an invitation for tenders that would result
in the offeror beneficially owning more than 10% of any class of the target
company's equity securities unless such offeror files certain information with
the Ohio Division of Securities and provides such information to the target
company and the offerees within Ohio. The Ohio Division of Securities may
suspend the continuation of the control bid if it determines that the offeror's
filed information does not provide full disclosure to the offerees of all
material information concerning the control bid. The statute also provides that
an offeror may not acquire any equity security of a target company within two
years of the offeror's previous acquisition of any equity security of the same
target company pursuant to a control bid unless the Ohio offerees may sell such
security to the offeror on substantially the same terms as provided by the
previous control bid. The statute does not apply to a transaction if either the
offeror or the target company is a savings and loan or bank holding company and
the proposed transaction requires federal regulatory approval.
Dissenter's Rights. Under Ohio law, shareholders have the right to dissent
from certain corporate actions and receive the fair cash value for their shares
if they follow certain procedures. Shareholders entitled to relief as dissenting
shareholders under Ohio law are:
. shareholders of an Ohio corporation dissenting from certain amendments
to the corporation's articles of incorporation;
. shareholders of an Ohio corporation that is being merged or
consolidated into a surviving or new entity;
. shareholders of a surviving Ohio corporation to a merger who are
entitled to vote on the adoption of an agreement of merger (but only
as to the shares so entitling them to vote);
. shareholders, other than the parent corporation, of an Ohio subsidiary
corporation that is being merged into its parent corporation;
17
. shareholders of an acquiring corporation in a combination or a
majority share acquisition who are entitled to vote on such
transaction (but only as to the shares so entitling them to vote); and
. shareholders of a domestic subsidiary corporation into which one or
more domestic or foreign corporations are being merged.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Fifth Third Bank,
Cincinnati, Ohio.
18
PLAN OF DISTRIBUTION
The selling shareholders named in this document and other persons described
below may offer these shares for sale. Additional persons may be named or
described in one or more amendments or supplements to this document. Offers and
sales of these shares may be subject to certain delay periods described below.
Under the merger agreement, Fifth Third is required to maintain the
effectiveness of the registration statement to which this document relates until
the earlier of (1) one year after the issuance of the shares to the selling
shareholders, or (2) the first date as of which all registrable shares have been
sold pursuant to the registration statement or otherwise cease to be registrable
shares.
Under the terms of the merger agreement, Fifth Third may in its sole
discretion, based on any valid business purpose, suspend the use of the
registration statement for reasonable periods of time; provided that the
aggregate number of days included in all of these delay periods during any
consecutive twelve months shall not exceed 120 days. Fifth Third shall provide
written notice to each selling shareholder at the beginning and end of each
delay period.
Subject in all cases to the restrictions in the merger agreement described
above, any distribution hereunder of the common stock by the selling
shareholders may be effected from time to time in one or more of the following
transactions: (1) through brokers, acting as principal or agent, in transactions
(which may involve block transactions) on the Nasdaq National Market or
otherwise, at market prices obtainable at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices, (2) to
underwriters who will acquire shares of common stock for their own account and
resell such shares in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time), (3)
directly or through brokers or agents in private sales at negotiated prices, (4)
to lenders pledged as collateral to secure loans, credit or other financing
arrangements and any subsequent foreclosure, if any, thereunder, (5) to or
through trusts created by the selling shareholders, or (6) by any other legally
available means. Also, offers to purchase the common stock may be solicited by
agents designated by the selling shareholders from time to time. Underwriters or
other agents participating in an offering made pursuant to this document (as
amended or supplemented from time to time) may receive underwriting discounts
and commissions under the Securities Act, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
In connection with distributions of the shares of common stock offered
hereby or otherwise, the selling shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of the shares of common stock offered hereby in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders may also sell short and redeliver the shares to close out such
short portions. The selling shareholders may also enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to such broker-dealer or other financial institution of the shares
of common stock offered hereby, which shares such broker-dealer or
19
other financial institution, may resell pursuant to this document (as
supplemented or amended to reflect such transaction). The selling shareholders
may also pledge the shares of common stock offered hereby to a broker-dealer or
other financial institution and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged common stock pursuant to
this document (as supplemented or amended to reflect such transaction).
Underwriters. Certain costs, expenses and fees in connection with the
registration of the shares of common stock offered hereby, including certain
costs of legal counsel for the selling shareholders, will be borne by Fifth
Third. Commissions, discounts and transfer taxes, if any, attributable to the
sales of the shares of common stock offered hereby will be borne by the selling
shareholders. The selling shareholders have agreed to indemnify Fifth Third,
each of its directors and officers, and each person, if any, who controls Fifth
Third within the meaning of the Securities Act, against certain liabilities in
connection with the offering of the shares of common stock offered hereby
pursuant to this document, including liabilities arising under the Securities
Act. In addition, Fifth Third has agreed to indemnify the selling shareholders
against certain liabilities in connection with the offering of the shares of
common stock pursuant to this document, including liabilities arising under the
Securities Act.
Brokers, dealers and other persons who sell these shares may be deemed to
be "underwriters" for purposes of the Securities Act of 1933. However, no one
has conceded that they will be acting as an "underwriter" in selling these
shares.
This document may be amended and supplemented from time to time to describe
a specific plan of distribution. In addition, any securities covered by this
document which qualify for sale pursuant to Rule 145 may be sold under Rule 145
rather than pursuant to this document.
LEGAL MATTERS
Counsel employed by Fifth Third has rendered his opinion that the shares of
common stock offered hereby are validly authorized and legally issued.
EXPERTS
The consolidated financial statements incorporated in this document by
reference from Fifth Third Bancorp's Annual Report on Form 10-K for the year
ended December 31, 2000, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
20
WHERE YOU CAN FIND MORE INFORMATION
Fifth Third files annual, quarterly and special reports, proxy statements
and other information with the SEC. Shareholders may read and copy reports,
proxy statements and other information filed by Fifth Third at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, 13th Floor, New York, New York 10048; or Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the
SEC at 1-800-SEC-0330 for further information about the public reference rooms.
Fifth Third's reports, proxy statements and other information are also available
from commercial document retrieval services and at the SEC's website located at
http://www.sec.gov.
Fifth Third has filed a registration statement to register with the SEC the
shares of common stock offered hereby. This document is part of that
registration statement and constitutes a prospectus of Fifth Third.
As allowed by SEC rules, this document does not contain all the information
that shareholders can find in the Fifth Third registration statement or the
exhibits to the Fifth Third registration statement.
The SEC allows Fifth Third to "incorporate by reference" information into
this document, which means that they can disclose important information to
shareholders by referring them to another document filed separately with the
SEC. The information incorporated by reference is deemed to be part of this
document, except for any information superseded by information contained
directly in the other document.
This document incorporates by reference the documents set forth below:
. Fifth Third's Annual Report on Form 10-K for the year ended December 31,
2000;
. Fifth Third'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
. Fifth Third's Proxy Statement dated February 9, 2001.
Additional documents that Fifth Third may file with the SEC between the
date of this document and the date of the sale of the shares of common stock
offered hereby are also incorporated by reference. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from
21
Paul L. Reynolds, Executive Vice President and Assistant Secretary, Fifth Third
Bancorp, Fifth Third Center, Cincinnati, Ohio 45263 (telephone number: (513)
579-5300).
You should rely only on the information contained or incorporated by
reference in this document to make your determination on whether or not to make
an investment in the shares of Fifth Third common stock offered hereby. No one
has been authorized to provide any information that is different from what is
contained in this document. This document is dated March __, 2001. You should
not assume that the information contained in this document is accurate as of any
date other than that date, and neither the delivery of this document nor the
sale of Fifth Third common stock will create any implication to the contrary.
22
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the fees and expenses (all but
the SEC fees are estimates) in connection with the issuance and distribution of
the shares of common stock being registered hereunder. All such fees and
expenses shall be borne by Fifth Third except for underwriting discounts and
commissions and transfer taxes, if any, with respect to any shares being sold by
the selling shareholders.
Commission Registration Fees............................. $ 3,472.93
Nasdaq National Market Listing Fee....................... -0-
Blue Sky fees and expenses............................... -0-
Printing and engraving expenses.......................... 500.00
Transfer agent and registrar fee and expenses............ -0-
Attorneys fees and expenses.............................. 10,000.00
Accounting fees and expenses............................. 4,500.00
Miscellaneous............................................ 516.00
-----------
Total.......................................... $ 18,988.93
===========
Item 15. Indemnification of Directors and Officers
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,
II-1
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 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 (1) 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 (2) 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 16. Exhibits and Financial Statement Schedules
Document Exhibit
--------------------------------------------------------------------------------
Opinion of Counsel employed by Fifth Third Bancorp 5.1*
Consent of Counsel employed by Fifth Third Bancorp 23.1
(included in Exhibit 5.1)
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Consent of Deloitte & Touche LLP 23.2
A power of attorney where various individuals authorized 24.1*
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith was contained on the first page of
the signature pages following Part II of the Registration
Statement as originally filed
------------
* Previously filed.
Item 17. Undertakings
(a) 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.
(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 the 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
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Fifth Third pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement
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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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) 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 foregoing provisions, 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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-3, and has duly caused this Amendment No. 1 to
Registration Statement No. 333-56450 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on March 28, 2001.
FIFTH THIRD BANCORP
By: /s/ GEORGE A. SCHAEFER, JR.
----------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement No. 333-56450 has been signed by the following
persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: March 28, 2001
--------------------------------------------
George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: March 28, 2001
--------------------------------------------
Neal E. Arnold
Chief Financial Officer, Executive
Vice President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: March 28, 2001
--------------------------------------------
Roger W. Dean
Controller
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Directors of the Company:
/s/ DARRYL F. ALLEN* Date: March 28, 2001
--------------------------------------------
Darryl F. Allen
/s/ JOHN F. BARRETT* Date: March 28, 2001
--------------------------------------------
John F. Barrett
/s/ GERALD V. DIRVIN* Date: March 28, 2001
--------------------------------------------
Gerald V. Dirvin
/s/ THOMAS B. DONNELL* Date: March 28, 2001
--------------------------------------------
Thomas B. Donnell
Date:
--------------------------------------------
Richard T. Farmer
/s/ JOSEPH H. HEAD, JR.* Date: March 28, 2001
--------------------------------------------
Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE* Date: March 28, 2001
--------------------------------------------
Joan R. Herschede
/s/ ALLEN M. HILL* Date: March 28, 2001
--------------------------------------------
Allen M. Hill
Date:
--------------------------------------------
William G. Kagler
Date:
--------------------------------------------
James D. Kiggen
/s/ ROBERT L. KOCH, II* Date: March 28, 2001
--------------------------------------------
Robert L. Koch, II
/s/ MITCHEL D. LIVINGSTON* Date: March 28, 2001
--------------------------------------------
Mitchel D. Livingston, Ph.D.
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/s/ ROBERT B. MORGAN* Date: March 28, 2001
--------------------------------------------
Robert B. Morgan
Date:
--------------------------------------------
David E. Reese
Date:
--------------------------------------------
James E. Rogers
Date:
--------------------------------------------
Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: March 28, 2001
--------------------------------------------
George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR.* Date: March 28, 2001
--------------------------------------------
John J. Schiff, Jr.
/s/ DONALD B. SHACKELFORD* Date: March 28, 2001
--------------------------------------------
Donald B. Shackelford
/s/ DENNIS J. SULLIVAN, JR.* Date: March 28, 2001
--------------------------------------------
Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT* Date: March 28, 2001
--------------------------------------------
Dudley S. Taft
Date:
--------------------------------------------
Thomas W. Traylor
* By: /s/ GEORGE A. SCHAEFER, JR.
-------------------------------------
George A. Schaefer, Jr.
as attorney-in-fact pursuant to a
power of attorney previously filed.
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