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): June 18, 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))

 

 

 

Item 7.01 Regulation FD Disclosure

On June 18, 2008, Fifth Third Bancorp commenced presentations to prospective investors in the Bancorp’s proposed public offering of convertible preferred stock, which was announced by the Bancorp earlier today. A copy of this presentation is attached as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

On June 18, 2008, Fifth Third Bancorp issued a letter to its shareholders discussing its capital plans. A copy of this letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this letter shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

 

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Investor Presentation dated June 18, 2008 (solely “furnished” and not “filed” for the purposes of the Securities Exchange Act of 1934, as amended)

Exhibit 99.2 Letter to Shareholders dated June 18, 2008 (solely “furnished” and not “filed” for the purposes of the Securities Exchange Act of 1934, as amended)

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)

June 18, 2008     /s/ Daniel T. Poston
    Daniel T. Poston
    Executive Vice President and Chief Financial Officer