SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2002
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) 534-5300
Not Applicable
(Former name or address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
As previously reported, on July 23, 2002, Franklin Financial Corporation
("Franklin Financial"), Fifth Third Financial Corporation ("Fifth Third
Financial") and Fifth Third Bancorp ("Fifth Third") entered into an Affiliation
Agreement, pursuant to which Franklin Financial will be merged with and into
Fifth Third's wholly owned subsidiary, Fifth Third Financial, with Fifth Third
Financial as the surviving corporation (the "Merger").
As a result of the Merger, each issued and outstanding share of Franklin
Financial (excluding treasury shares) will be exchanged, on a tax-free basis,
for a fractional share of Fifth Third Bancorp common stock based on the Average
Closing Price of Fifth Third Bancorp common stock as follows: .4039 shares of
Fifth Third if the Average Closing Price is equal to or less than $63.13; .3832
shares of Fifth Third if the Average Closing Price is equal to or greater than
$66.55; or a ratio that yields a fixed price of $25.50 per share of Franklin
Financial Corporation common stock if the Average Closing Price is between
$63.13 and $66.55. The Average Closing Price is defined as the average of the
closing prices for a share of Fifth Third Bancorp common stock on the NASDAQ
National Market for the ten (10) consecutive trading days ending on the fifth
(5th) trading day preceding the Effective Time (as defined in the Affiliation
Agreement).
Consummation of the Merger will result in the Franklin Financial common stock
ceasing to be listed on the NASDAQ National Market and the termination of the
registration of such securities pursuant to the Securities Exchange Act of 1934.
On September 9, 2002, Franklin Financial, Fifth Third Financial and Fifth Third
entered into Amendment No. 1 (the "Amendment") to the Affiliation Agreement.
Pursuant to the Amendment, certain dates in the Affiliation Agreement relating
to certain regulatory filings have been extended by 60 days and the date by
which the merger must be completed has been extended to April 1, 2003.
Except as modified by the Amendment, all other provisions of the Affiliation
Agreement remain in full force and effect.
The preceding summary of certain provisions of the Affiliation Agreement, as
amended, copies of which are filed as exhibits hereto, is not intended to be
complete and is qualified in its entirety by reference to the full text of the
Affiliation Agreement and the Amendment.
FORWARD-LOOKING STATEMENT DISCLOSURE
This document contains or may contain forward-looking statements about Fifth
Third Bancorp, Franklin Financial Corporation and the combined company which we
believe are within the meaning of the Private Securities Litigation Reform Act
of 1995. The document contains certain forward looking statements with respect
to the financial condition, results of operations, plans, objectives, future
performance and business of Fifth Third Bancorp, Franklin Financial Corporation
and/or 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 Franklin Financial do business, are less
favorable than expected; (5) legislative or regulatory changes adversely affect
the businesses in which Fifth Third and Franklin Financial are engaged; and (6)
changes in the securities markets. Further information on other factors which
could affect the financial results of Fifth Third after the merger are included
in Fifth Third's and Franklin Financial'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 Franklin
Financial.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Affiliation Agreement dated as of July 23, 2002 by and among Fifth
Third Bancorp, Fifth Third Financial Corporation and Franklin
Financial Corporation (omitting schedules and exhibits) *
2.2 Amendment No.1, dated September 9, 2002, to the Affiliation
Agreement, dated as of July 23, 2002, by and among Fifth Third
Bancorp, Fifth Third Financial Corporation and Franklin Financial
Corporation.
99.1 Press Release dated July 24, 2002 *
* Previously filed on July 24, 2002.
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)
Date: September 12, 2002 /S/ NEAL E. ARNOLD
---------------------------
Neal E. Arnold
Executive Vice President
and Chief Financial Officer