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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): 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)
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Item 5. Other Events and Regulation FD Disclosure
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.
The preceding summary of certain provisions of the Affiliation
Agreement, a copy of which is filed as an exhibit hereto, is not intended to be
complete and is qualified in its entirety by reference to the full text of the
Affiliation Agreement.
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.
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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)
99.1 Press Release dated 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: July 24, 2002 /S/ NEAL E. ARNOLD
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Neal E. Arnold
Executive Vice President
and Chief Financial Officer