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): January 13, 1998
CITFED BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-19611 31-1332674
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
One Citizens Federal Centre, Dayton, Ohio 45402
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 223-4234
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On January 13, 1998, CitFed Bancorp, Inc. ("CitFed") entered
into an Affiliation Agreement(the "Merger Agreement") with Fifth
Third Bancorp ("Fifth Third") pursuant to which CitFed and Fifth
Third will merge. As a result of the Merger, which is subject to
approval by CitFed Bancorp, Inc. shareholders and certain
regulatory approvals, each share of CitFed Bancorp, Inc. common
stock will be exchanged for .67 shares of Fifth Third Bancorp
common stock.
Simultaneously with their execution and delivery of the Merger
Agreement, Fifth Third and CitFed entered into a stock option
agreement pursuant to which CitFed Bancorp, Inc. granted Fifth
Third Bancorp the right, upon terms and subject to the conditions
set forth therein, to purchase up to 3,230,411 shares of CitFed
common stock at a price of $23.75 per share.
The foregoing information does not purport to be complete and
is qualified in its entirety by reference to the Exhibits to this
Report.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are
filed as part of this Report and are incorporated herein by
reference.
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 thereunto duly authorized.
CITFED BANCORP, INC.
Date: January 28, 1998 By: /s/Jerry L. Kirby
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Jerry L. Kirby
Chairman/CEO
Date: January 28, 1998 By: /s/John H. Curp
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John H. Curp
Senior Vice President and
Legal Counsel
Index to Exhibits
Exhibits
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2 Affiliation Agreement dated as of January 13, 1998.
99.1 Press Release dated January 14, 1998.