Ohio | 6711 | 31-0854434 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
Richard G. Schmalzl, Esq.
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Stephen J. Antal, Esq. | Richard W. Viola, Esq. | ||
Shaun B. Patsy, Esq.
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First Charter Corporation | McGuireWoods LLP | ||
Graydon Head & Ritchey LLP
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10200 David Taylor Drive | 201 North Tryon Street | ||
1900 Fifth Third Center
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Charlotte, North Carolina 28262-2373 | P.O. Box 31247 (28231) | ||
511 Walnut Street
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(704) 688-4300 | Charlotte, North Carolina 28202 | ||
Cincinnati, Ohio 45202
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(704) 688-2282 (Fax) | (704) 343-2149 | ||
(513) 621-6464
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(704) 343-2300 (Fax) | |||
(513) 651-3836 (Fax)
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Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Title of each class | Proposed maximum | Proposed maximum | ||||||||||||||||||||
of securities to be | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||||||
registered | registered(1) | unit | price | registration fee | ||||||||||||||||||
Common Stock, no par value |
13,000,000 Shares | N/A | (2) | $ | 752,449,586.00 | (2) | $ | 23,100.21 | (3) | |||||||||||||
(1) | The number of shares to be registered hereunder is intended to represent the maximum number of additional shares of common stock, no par value (Common Stock) of Fifth Third Bancorp (Fifth Third) that may be issued to shareholders of First Charter Corporation (First Charter) pursuant to the proposed merger of First Charter with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third. Fifth Third has previously registered 35,000,000 shares of its Common Stock pursuant to the Registration Statement on Amendment No. 1 to Form S-4 filed on November 29, 2007, (Registration No. 333-147192) and paid all registration fees associated therewith. | |
(2) | Estimated in connection with the initial filing of the Registration Statement on Form S-4 (Registration Statement No. 333-147192) on November 7, 2007 solely for the purpose of computing the registration fee, and calculated pursuant to Rule 457(f) of the General Rules and Regulations under the Securities Act of 1933 (the Securities Act). Pursuant to Rule 457(c), (f)(1) and (f)(3) under the Securities Act, based on the aggregate market value on November 5, 2007 of the 35,920,000 shares of First Charter expected to be exchanged in connection with the merger, the proposed maximum aggregate offering price is $752,449,586.00, which was determined by taking (i) the product of the average of the high and low prices of First Charter common stock expected to be exchanged in connection with the merger, including shares issuable upon exercise of outstanding options or other securities to acquire First Charter common stock, less (ii) the amount of cash expected to be paid by Fifth Third in exchange for shares of First Charter common stock. | |
(3) | Previously paid upon the initial filing of the Registration Statement on Form S-4 (Registration Statement No. 333-147192) on November 7, 2007. |
FIFTH THIRD BANCORP |
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By: | /s/ KEVIN T. KABAT | |||
Kevin T. Kabat | ||||
President and Chief Executive Officer | ||||
/s/ KEVIN T. KABAT
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Date: June 5, 2008 | |
President and Chief Executive Officer |
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Principal Financial Officer: |
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/s/ DANIEL T. POSTON
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Date: June 5, 2008 | |
Chief
Financial Officer and Executive Vice President |
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Principal Accounting Officer: |
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/s/ MARK D. HAZEL
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Date: June 5, 2008 | |
Controller and Vice President |
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Directors of the Company: |
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/s/ DARRYL F. ALLEN*
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Date: June 5, 2008 | |
/s/ JOHN F. BARRETT*
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Date: June 5, 2008 | |
/s/ ULYSSES L. BRIDGEMAN, JR.*
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Date: June 5, 2008 | |
/s/ JAMES P. HACKETT*
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Date: June 5, 2008 | |
/s/ GARY R. HEMINGER*
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Date: June 5, 2008 | |
/s/ ALLEN M. HILL*
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Date: June 5, 2008 | |
/s/ KEVIN T. KABAT
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Date: June 5, 2008 | |
/s/ ROBERT L. KOCH, II*
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Date: June 5, 2008 | |
/s/ MITCHEL D. LIVINGSTON, Ph.D.*
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Date: June 5, 2008 | |
/s/ HENDRIK G. MEIJER*
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Date: June 5, 2008 | |
/s/ JAMES E. ROGERS*
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Date: June 5, 2008 | |
/s/ GEORGE A. SCHAEFER, JR.*
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Date: June 5, 2008 | |
/s/ JOHN J. SCHIFF, JR.*
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Date: June 5, 2008 | |
/s/ DUDLEY S. TAFT*
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Date: June 5, 2008 | |
/s/ THOMAS W. TRAYLOR*
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Date: June 5, 2008 |
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/s/ KEVIN T. KABAT
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* | Kevin T. Kabat as attorney-in-fact pursuant to a power of attorney already filed. |
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Document | Exhibit | Reference | ||
Opinion of counsel employed by Fifth Third Bancorp |
5.1 | |||
as to the legality of the securities being issued |
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Consent of Deloitte & Touche LLP |
23.1 | |||
Consent of KPMG LLP |
23.2 | |||
Consent of Keefe, Bruyette & Woods, Inc. |
23.3 | |||
Consent of counsel employed by Fifth Third Bancorp |
23.4 | Included in Exhibit 5.1 | ||
Consent of Alston & Bird LLP |
23.5 | |||
Consent of McGuireWoods LLP |
23.6 | |||
A power of attorney where various individuals authorize |
24.1 | Previously filed | ||
the signing
of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith |
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