Edgar Filing: FIFTH THIRD BANCORP

1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2001

REGISTRATION NO. 333-_______

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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FIFTH THIRD BANCORP
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(Exact name of registrant as specified in its charter)

OHIO 31-0854434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
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(Address of principal executive
offices including zip code)

GRAND PREMIER FINANCIAL, INC. SAVINGS AND STOCK PLAN AND TRUST;
MERCHANTS BANCORP, INC. THRIFT PLAN;
OLD KENT THRIFT PLAN

(Full title of the plans)

Copy To:

PAUL L. REYNOLDS, ESQ. RICHARD G. SCHMALZL, ESQ.
FIFTH THIRD BANCORP H. SAMUEL LIND, ESQ.
38 FOUNTAIN SQUARE PLAZA GRAYDON HEAD & RITCHEY LLP
CINCINNATI, OHIO 45263 511 WALNUT STREET
(513) 579-5300 1900 FIFTH THIRD CENTER
(513) 744-6757 (FAX) CINCINNATI, OHIO 45202
(513) 621-6464
(Name, address and telephone (513) 651-3836 (FAX)
number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

----------------------- ------------------ --------------------- ----------------------- ------------------
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
----------------------- ------------------ --------------------- ----------------------- ------------------

COMMON STOCK, NO 18,200 SHARES(2) $59.32 $1,079,624 $269.91
PAR VALUE PER SHARE
----------------------- ------------------ --------------------- ----------------------- ------------------
COMMON STOCK, NO 18,200 $59.32 $1,079,624 $269.91
PAR VALUE PER SHARE SHARES(3)
----------------------- ------------------ --------------------- ----------------------- ------------------
COMMON STOCK, NO 191,000 $59.32 $11,330,120 $2,832.53
PAR VALUE PER SHARE SHARES(4)
----------------------- ------------------ --------------------- ----------------------- ------------------

(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h), based upon the
average of the high and low prices of Fifth Third Common Stock as
reported on The Nasdaq National Market on June 15, 2001.

(2) In addition, pursuant to Rule 416, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Grand Premier Financial, Inc. Savings and Stock Plan
and Trust, plus such additional shares as may be issued by reason of
stock splits, stock dividends or similar transactions.

(3) In addition, pursuant to Rule 416, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Merchants Bancorp, Inc. Thrift Plan, plus such
additional shares as may be issued by reason of stock splits, stock
dividends or similar transactions.

(4) In addition, pursuant to Rule 416, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Old Kent Thrift Plan, plus such additional shares as
may be issued by reason of stock splits, stock dividends or similar
transactions.

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

The documents containing the information required in Part I of the
registration statement will be provided to each participant as required by Rule
428(b)(1). Such documents are not being filed with the SEC in accordance with
the instructions to Form S-8, but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3. Incorporation of Documents by Reference.
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The following documents, as filed with the Commission, are incorporated
herein by reference:

(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

(2) the Grand Premier Financial, Inc. Savings and Stock Plan and
Trust's Annual Report on Form 11-K for the fiscal year ended
December 31, 1999;

(3) the Merchants Bancorp, Inc. Thrift Plan's Annual Report on Form
11-K for the fiscal year ended December 31, 1999;

(4) the Old Kent Thrift Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1999;

(5) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;

(6) the Registrant's Current Reports on Form 8-K filed with the SEC on
January 30, March 6, March 9, March 14, March 20, April 4, April
17, June 1, and June 15, 2001; and

(7) the description of the Registrant's Common Stock contained in a
registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description.

All documents filed by the Registrant and the plans pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.
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Not Applicable.

Item 5. Interest of Named Experts and Counsel.
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Not Applicable.

Item 6. Indemnification of Directors and Officers.
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Section 1701.13(E) of the Ohio Revised Code provides that a corporation
may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2)
further specifies that a corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of (a) any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court of common pleas or
the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets. In
addition, Section 1701.13(E) requires a corporation to pay any expenses,
including attorney's fees, of a director in defending an action, suit, or
proceeding referred to above as they are incurred, in advance of the final

disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (i) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Fifth Third.

The code of regulations of Fifth Third provides that Fifth Third shall
indemnify each director and each officer of Fifth Third, and each person
employed by Fifth Third who serves at the written request of the President of
Fifth Third as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, to the full extent
permitted by Ohio law. Fifth Third may indemnify assistant officers, employees
and others by action of the Board of Directors to the extent permitted by Ohio
law.

Fifth Third carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

Item 7. Exemption from Registration Claimed.
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Not applicable.

Item 8. Exhibits.
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A. Exhibit Description of Exhibit
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5.1 Opinion of Counsel employed by Fifth Third Bancorp
23.1 Consent of Counsel employed by Fifth Third Bancorp
(included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG LLP
23.4 Consent of Crowe, Chizek and Company LLP
23.5 Consent of Arthur Andersen LLP

B. Undertakings Pursuant to Item 8(b).
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The undersigned registrant will submit or has submitted the
plans, including all amendments thereto as of the date of such submission, to
the Internal Revenue Service (the "IRS") and will make all changes required by
the IRS in order to qualify the plans under Section 401 of the Internal Revenue
Code of 1986, as amended.

Item 9. Undertakings
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A. INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

B. SUBSEQUENT EXCHANGE OF DOCUMENTS

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. OTHER

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represented no more than a 20% change in
the maximum aggregate

offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on June 19, 2001.

FIFTH THIRD BANCORP

By: /s/ GEORGE A. SCHAEFER, JR.
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George A. Schaefer, Jr.
President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he might or could do in person, and does
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ GEORGE A. SCHAEFER, JR. Date: June 19, 2001
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George A. Schaefer, Jr.
President and Chief Executive Officer

Principal Financial Officer:

/s/ NEAL E. ARNOLD Date: June 19, 2001
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Neal E. Arnold

Chief Financial Officer, Executive Vice
President and Treasurer

Principal Accounting Officer:

/s/ ROGER W. DEAN Date: June 19, 2001
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Roger W. Dean
Controller

Directors of the Company:

/s/ DARRYL F. ALLEN Date: June 19, 2001
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Darryl F. Allen

/s/ JOHN F. BARRETT Date: June 19, 2001
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John F. Barrett

/s/ GERALD V. DIRVIN Date: June 19, 2001
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Gerald V. Dirvin

/s/ THOMAS B. DONNELL Date: June 19, 2001
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Thomas B. Donnell

/s/ RICHARD T. FARMER Date: June 19, 2001
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Richard T. Farmer

/s/ JOSEPH H. HEAD, JR. Date: June 19, 2001
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Joseph H. Head, Jr.

/s/ JOAN R. HERSCHEDE Date: June 19, 2001
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Joan R. Herschede

/s/ ALLEN M. HILL Date: June 19, 2001
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Allen M. Hill

/s/ WILLIAM G. KAGLER Date: June 19, 2001
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William G. Kagler

/s/ JAMES D. KIGGEN Date: June 19, 2001
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James D. Kiggen

Date:
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Robert L. Koch, II

/s/ MITCHEL D. LIVINGSTON, PH.D. Date: June 19, 2001
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Mitchel D. Livingston, Ph.D.

/s/ ROBERT B. MORGAN Date: June 19, 2001
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Robert B. Morgan

/s/ DAVID E. REESE Date: June 19, 2001
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David E. Reese

/s/ JAMES E. ROGERS Date: June 19, 2001
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James E. Rogers

/s/ BRIAN H. ROWE Date: June 19, 2001
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Brian H. Rowe

/s/ GEORGE A. SCHAEFER, JR. Date: June 19, 2001
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George A. Schaefer, Jr.

/s/ JOHN J. SCHIFF, JR. Date: June 19, 2001
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John J. Schiff, Jr.

/s/ DONALD B. SCHACKELFORD Date: June 19, 2001
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Donald B. Schackelford

/s/ DENNIS J. SULLIVAN, JR. Date: June 19, 2001
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Dennis J. Sullivan, Jr.

/s/ DUDLEY S. TAFT Date: June 19, 2001
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Dudley S. Taft

/s/ THOMAS W. TRAYLOR Date: June 19, 2001
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Thomas W. Traylor

/s/ Date:
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James P. Hackett

/s/ Date:
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Hendrik G. Meijer

/s/ Date:
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David J. Wagner

Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Grand Rapids, State
of Michigan, on June 19, 2001.

GRAND PREMIER FINANCIAL, INC.
SAVINGS AND STOCK PLAN AND TRUST

By: Fifth Third Bank, a Michigan banking
corporation, Trustee

By: /s/ MARCIA KAMP
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Marcia Kamp
Assistant Vice President

Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Grand Rapids,
State of Michigan, on June 19, 2001.

MERCHANTS BANCORP, INC. THRIFT PLAN

By: Fifth Third Bank, a Michigan banking
corporation, Trustee

By: /s/ MARCIA KAMP
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Marcia Kamp
Assistant Vice President

OLD KENT THRIFT PLAN

By: Fifth Third Bank, a Michigan banking
corporation, Trustee

By: /s/ MARCIA KAMP
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Marcia Kamp
Assistant Vice President

INDEX TO EXHIBITS
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Exhibit Description of Exhibit
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5.1 Opinion of Counsel employed by Fifth Third Bancorp

23.1 Consent of Counsel employed by Fifth Third Bancorp (included
in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of KPMG LLP

23.4 Consent of Crowe, Chizek and Company LLP

23.5 Consent of Arthur Andersen LLP

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