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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
September 25, 1998
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(Date of earliest event reported)
Enterprise Federal Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-24694 31-1396726
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7810 Tylersville Square Drive, West Chester, Ohio 45069
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(Address of principal executive offices) (Zip Code)
(513) 755-4600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
Exhibit Index appears on page 3.
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ITEM 5. OTHER EVENTS
On September 25, 1998, Enterprise Federal Bancorp, Inc. ("Enterprise"),
an Ohio corporation and a registered savings and loan holding company and Fifth
Third Bancorp ("Fifth Third"), an Ohio corporation and registered bank holding
company entered into an Affiliation Agreement ("Affiliation Agreement") which
sets forth the terms and conditions under which Enterprise will merge with and
into Fifth Third (the "Merger").
The Affiliation Agreement provides that upon consummation of the Merger,
and subject to certain further terms, conditions, limitations and procedures set
forth in the Affiliation Agreement, each issued and outstanding share of common
stock, par value $.01, of Enterprise ("Enterprise Common Stock") shall, by
virtue of the Merger, be converted into and represent the right to receive
0.68516 shares of common stock, no par value, of Fifth Third. The Affiliation
Agreement contains customary anti-dilution measures and provides for the merger
of Enterprise's wholly-owned subsidiary, Enterprise Federal Savings Bank into
The Fifth Third Bank, a wholly-owned subsidiary of Fifth Third.
The Merger is intended to qualify as a reorganization within the meaning
of Section 368 (a)(1)(A) and related provisions of the Internal Revenue Code of
1986, as amended (the "Code"). The Merger, which is expected to close in the
first quarter of 1999, is expected to be treated as a tax free exchange to
holders of Enterprise Common Stock. Consummation of the Merger is subject to the
prior receipt of all necessary regulatory or governmental approvals and
consents, and the necessary approval of shareholders of Enterprise.
The Affiliation Agreement and the press release issued by Enterprise and
Fifth Third on September 25, 1998 regarding the Merger are attached as exhibits
to this report and are incorporated herein by reference. The foregoing summary
of the Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibit is filed with this report:
Exhibit Number Description
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2 Affiliation agreement dated as of
September 25, 1998 between
Enterprise and Fifth Third.
20 Press Release issued on September
25, 1998 with respect to the
Merger.
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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.
ENTERPRISE FEDERAL BANCORP, INC.
Date: October 23, 1998 By: /s/ Thomas J. Noe
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Thomas J. Noe
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Affiliation Agreement dated as of
September 25, 1998 between
Enterprise and Fifth Third.
20 Press Release issued on September
25, 1998 with respect to the
Merger.
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