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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): November 20, 2000
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) 579-5300
Not Applicable
(Former name or address, if changed since last report)
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Item 5. Other Events and Regulation FD Disclosure
On November 20, 2000, Fifth Third Bancorp signed a definitive agreement to
acquire Old Kent Financial Corporation in a pooling-of-interests transaction,
which is expected to close in the second quarter of 2001. Given the expected
second quarter closing of this transaction, Fifth Third's first quarter 2001
results, scheduled to be reported on April 16, 2001, will not reflect the impact
of Old Kent's first quarter 2001 results.
To further assist investors, financial analysts and other interested
parties in determining the effect the pending transaction will have on Fifth
Third's future results, Fifth Third has prepared the attached unaudited
condensed pro forma financial statement information and supplemental financial
data for the year ended December 31, 2000 and for the three months ended
December 31, 2000, September 30, 2000, June 30, 2000 and March 31, 2000. The
unaudited condensed pro forma financial statement information and supplemental
financial data reflect the effect of the transaction as if the entities had been
combined using pooling-of-interests accounting for all periods presented. This
pro forma information should be read in conjunction with the Registration
Statement filed by Fifth Third for its acquisition of Old Kent (File Number
333-52182).
The attached information does not take into account any divestitures that
might be required by the regulatory authorities in connection with the
acquisition of Old Kent. During 2001, Fifth Third also expects the following
transactions to occur, the effects of which are not reflected in the attached
information:
DIVESTITURE OF CERTAIN COMPONENTS OF OLD KENT'S MORTGAGE BANKING
BUSINESS
As announced on February 7, 2001, strategic alternatives are being
considered for the portion of Old Kent's mortgage banking business
related to areas outside the combined Midwestern banking market areas
of Old Kent and Fifth Third. During the year ended December 31, 2000,
this portion of Old Kent's mortgage banking business generated
approximately $20 million in net interest income, $99 million in
non-interest income and less than $10 million in net income.
DIVESTITURE OF OLD KENT'S SUBPRIME MORTGAGE BANKING BUSINESS
Strategic alternatives are being considered for Old Kent's subprime
mortgage banking business. During the year ended December 31, 2000, Old
Kent's subprime mortgage banking business generated approximately $2
million in net interest income, $13 million in non-interest income and
no net income.
DIVESTITURE OF OLD KENT LEASING SERVICES CORPORATION
Strategic alternatives are being considered for the Old Kent Leasing
Services Corporation, which specializes in small ticket leasing. During
the year ended December 31, 2000, Old Kent Leasing generated
approximately $5 million in net interest income after provision for
credit losses, $5 million in non-interest income and $2 million in net
income.
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The intent of this filing is to allow shareholders and potential investors
to refine their expectations of Fifth Third's 2001 growth rates after
considering the effect of pooling restatements, divestitures and the changing
economic conditions facing the industry.
* * * * *
As previously disclosed in Fifth Third Bancorp's Current Report on Form 8-K
filed on January 30, 2001, Fifth Third Bancorp's board of directors rescinded
the board's authorization of June 20, 2000 to purchase up to five percent of
Fifth Third's outstanding shares of common stock on the open market. Under this
authorization, Fifth Third had purchased 3,680,000 shares of its common stock,
which were used in the acquisition of Ottawa Financial Corporation.
* * * * *
This document contains forward-looking statements about Fifth Third
Bancorp, Old Kent Financial Corporation and the combined company which we
believe are within the meaning of the Private Securities Litigation Reform Act
of 1995. This document contains certain forward-looking statements with respect
to the financial condition, results of operations, plans, objectives, future
performance and business of Fifth Third, Old Kent and 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 Old Kent
do business, are less favorable than expected; (5) legislative or regulatory
changes adversely affect the businesses in which Fifth Third and Old Kent are
engaged; (6) changes in the securities markets; and (7) the possibility that the
merger or the planned divestitures will not occur when or as anticipated.
Further information on other factors which could affect the financial results of
Fifth Third after the merger are included in Fifth Third's and Old Kent'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 Old Kent.
Item 7. Financial Statements and Exhibits
Exhibit 99 - Unaudited Condensed Pro Forma Financial Statement
Information and Supplemental Financial Data
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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 hereunto duly authorized.
FIFTH THIRD BANCORP
(Registrant)
March 5, 2001 /s/ Roger W. Dean
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Roger W. Dean
Senior Vice President
and Controller