Current Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 2008

 

 

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

 

OHIO

(State or Other Jurisdiction of Incorporation)

 

0-8076   31-0854434
(Commission File Number)   (IRS Employer Identification No.)

 

Fifth Third Center

38 Fountain Square Plaza, Cincinnati, Ohio

   45263
(Address of Principal Executive Offices)   (Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

FORWARD-LOOKING STATEMENTS

This report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in the risk factors set forth in our most recent Form 10-K. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause our 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) general economic conditions and weakening in the economy, specifically, the real estate market, either national or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) our ability to maintain required capital levels and adequate sources of funding and liquidity; (7) changes and trends in capital markets; (8) competitive pressures among depository institutions increase significantly; (9) effects of critical accounting policies and judgments; (10) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (11) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged; (12) ability to maintain favorable ratings from rating agencies; (13) fluctuation of Fifth Third’s stock price; (14) ability to attract and retain key personnel; (15) ability to receive dividends from its subsidiaries; (16) the potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (17) effects of accounting or financial results of one or more acquired entities; (18) difficulties in combining the operations of acquired entities; (19) ability to secure confidential information through the use of computer systems and telecommunications networks; and (20) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the SEC for further information on other factors which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Item 8.01 Other Events

As previously reported, on April 29, 2008, Fifth Third and Fifth Third Capital Trust VII (the “Trust”) entered into an Underwriting Agreement for the sale of $350,000,000 (in aggregate liquidation amount) of 8.875% Trust Preferred Securities, liquidation amount $25 per security. The Underwriting Agreement also granted the underwriters an overallotment option to purchase an additional $50,000,000 (in aggregate liquidation amount) of the 8.875% Trust Preferred Securities, which option was exercised in full on May 5, 2008. Each Trust Preferred Security represents an undivided beneficial interest in the Trust and the only assets of the Trust are the $400,010,000 in aggregate principal amount of the 8.875% Junior Subordinated Notes due 2068 issued by Fifth Third (the “JSNs”). Fifth Third owns all of the Common Securities of the Trust. On May 6, 2008, the Trust and Fifth Third completed the sale of the Trust Preferred Securities and the JSNs, respectively.

In connection with the issuance and sale of the JSNs, Fifth Third entered into a Fourth Supplemental Indenture dated as of May 6, 2008 with Wilmington Trust Company, as Trustee, which modifies the existing Junior Subordinated Indenture dated as of March 20, 1997 between Fifth Third and the Trustee. The Indenture, as modified by the Fourth Supplemental Indenture, defines the rights of the JSNs.

In connection with the issuance of the JSN’s, Alston & Bird LLP, special tax counsel to Fifth Third, rendered an opinion regarding certain tax matters. A copy of the tax opinion of Alston & Bird LLP is attached to this Form 8-K as Exhibit 8.1 and is incorporated herein by reference.

In addition, as previously reported on April 23, 2008, Fifth Third entered into an Underwriting Agreement for the sale of $750,000,000 6.25% Senior Notes due May 1, 2013. The sale of the $750,000,000 6.25% Senior Notes was completed on April 30, 2008. In connection with the issuance and sale of the Senior Notes, Fifth Third entered into an Indenture dated as of April 30, 2008 with Wilmington Trust Company, as Trustee. The Indenture defines the rights of the Senior Notes.

A copy of the Indenture is filed as Exhibit 4.2 to this Report on Form 8-K and is incorporated by reference to the Registration Statement. A copy of the Form of Global Security representing the 6.25% Senior Notes due 2013 is filed as Exhibit 4.3 to this Report on Form 8-K and is incorporated by reference to the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits

 

  (c) Exhibits

 

4.1    Fourth Supplemental Indenture dated as of May 6, 2008 between Fifth Third Bancorp and Wilmington Trust Company, as trustee, to the Junior Subordinated Indenture dated as of March 20, 1997 between Fifth Third and the Trustee (incorporated by reference to Exhibit 4.4 of Fifth Third’s Form 8-A filed with the Securities and Exchange Commission on May 6, 2008).

4.2    Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and Wilmington Trust Company, as trustee.
4.3    Global Security dated as of April 30, 2008 representing Fifth Third Bancorp’s $500,000,000 6.25% Senior Notes due 2013.(1)
4.4    Agreement as to Expenses and Liabilities, dated as of May 6, 2008 between Fifth Third Bancorp and Fifth Third Capital Trust VII.
4.5    Certificate representing 400 8.875% Common Securities of Fifth Third Capital Trust VII (liquidation amount $25 per Common Security).
8.1    Tax Opinion of Alston & Bird LLP dated May 6, 2008.

 

(1) Issuer also entered into an identical security on April 30, 2008 representing $250,000,000 of its 6.25% Senior Notes due 2013.

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)
May 6, 2008  

/s/ PAUL L. REYNOLDS

  Paul L. Reynolds
  Executive Vice President, General Counsel and Secretary