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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
----
Fifth Third Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
316773100
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(Cusip Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the notes).
Page 1 of 7 pages
13G
CUSIP No. 316773100
Schedule 13G
Page 2 of 7 Pages
1. Name of Reporting Person:
I.R.S. Identification Nos. of above persons (entities only):
FIFTH THIRD BANCORP 31-0854434
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2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
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3. SEC Use Only:
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4. Citizenship or Place of Organization: OHIO
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This report relates to beneficial holdings by Fifth Third Bancorp, through
several of its subsidiaries, of outstanding shares of the Common Stock of
the Issuer. The following tabulations set forth the shares with respect
of which voting rights are held or shared and those shares to which there
is dispositive power. The following are held in fiduciary accounts in
Fifth Third Bancorp's subsidiaries and are deemed beneficially owned:
5. Sole Voting Power: 22,324,326 shares
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 6. Shared Voting Power: 1,516,624 shares
OWNED BY
EACH ------------------------------------------------
REPORTING 7. Sole Dispositive Power:
18,348,763 shares
PERSON WITH
------------------------------------------------
8. Shared Dispositive Power:
2,257,915 shares
------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
29,159,611
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
[X]
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Fifth Third Bancorp, through fiduciary accounts held in its subsidiaries,
has neither voting power nor dispositive power with respect to an
additional 74,822,667 shares which are not deemed to be beneficially
owned.
11. Percent of Class Represented by Amount in Row (9): 5.20%
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12. Type of Reporting Person: HC
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Securities and Exchange Commission
Schedule 13G
Page 3 of 7 pages
ITEM 1(a). NAME OF ISSUER:
Fifth Third Bancorp
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
38 Fountain Square Plaza
Cincinnati, OH 45263
ITEM 2(a). NAME OF PERSON FILING:
Fifth Third Bancorp
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Fifth Third Center, Cincinnati, Ohio 45263
ITEM 2(c). CITIZENSHIP:
Ohio
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
316773100
Securities and Exchange Commission
Schedule 13G
Page 4 of 7 pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] Investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [X] Parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Securities and Exchange Commission
Schedule 13G
Page 5 of 7 pages
ITEM 4. OWNERSHIP
This report relates to beneficial holdings by Fifth Third
Bancorp, through several of its subsidiaries, of outstanding
shares of the Common Stock of the Issuer. The following
tabulations set forth the shares with respect of which voting
rights are held or shared and those shares to which there is
dispositive power. The following are held in fiduciary
accounts in Fifth Third Bancorp's subsidiaries and are deemed
beneficially owned:
(a) Amount Beneficially Owned: 29,159,611 shares
(b) Percent of Class: 5.20%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
22,324,326 shares
(ii) Shared power to vote or to direct the vote
1,516,624 shares
(iii) Sole power to dispose or to direct the disposition of
18,348,763 shares
(iv) Shared power to dispose or to direct the disposition of
2,257,915 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following .
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
n/a
Securities and Exchange Commission
Schedule 13G
Page 6 of 7 pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Fifth Third Bancorp, as parent holding company of the subsidiaries
listed below, has filed this schedule. The subsidiaries are filing in
accordance with Rule 13d-1(b)(1)(ii)(G).
Subsidiary Item 3 Classification
Fifth Third Bank Bank
Fifth Third Bank (Tennessee) Bank
Fifth Third Bank (Michigan) Bank
Fifth Third Asset Management, Inc. Investment Adviser
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Securities and Exchange Commission
Schedule 13G
Page 7 of 7 pages
ITEM 10. CERTIFICATIONS
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct
Fifth Third Bancorp
/s/ Neal E. Arnold February 14, 2005
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Executive Vice President, CFO Today's Date
Fifth Third Bancorp