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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) -- March 20, 1997
FIFTH THIRD BANCORP
(Exact Name of Registrant as Specified in Charter)
Ohio 31-0854434
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification
No.)
0-8076
(Commission File
Number)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code -- (513) 579-5300
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Item 5. Other Events.
On March 20, 1997, Fifth Third Capital Trust I, a Delaware statutory business
trust (the "Trust"), issued 200,000 of its 8.136% Capital Securities, Series A
(the "Capital Securities"), which represented beneficial interests in the
Trust, in a public offering registered under the Securities Act of 1933, as
amended (Registration Statement No. 333-17993). Net proceeds to the Registrant
were approximately $197.6 million. The sole asset of the Trust is $206,186,000
in aggregate principal amount of the 8.136% Junior Subordinated Deferrable
Interest Debentures, Series A, of the Registrant. In addition, pursuant to the
Guarantee Agreement and the Agreement Regarding Expenses and Liabilities
referred to below, the Registrant has guaranteed the obligations of the Trust
under the Capital Securities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed herewith:
Exhibit Number Description
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1.1 Underwriting Agreement, dated March 13, 1997, among Fifth
Third Capital Trust I, Fifth Third Capital Trust II, Fifth
Third Bancorp and Goldman, Sachs & Co., as representatives of
the Underwriters.
1.2 Pricing Agreement, dated March 13, 1997, among Fifth Third
Capital Trust I, Fifth Third Capital Trust II, Fifth Third
Bancorp, and Goldman, Sachs & Co., as Representatives of the
Underwriters.
4.1 Junior Subordinated Indenture, dated as of March 20, 1997,
between Fifth Third Bancorp and Wilmington Trust Company, as
Debenture Trustee.
4.2 Certificate Representing the 8.136% Junior Subordinated
Deferrable Interest Debentures, Series A, of Fifth Third
Bancorp
4.3 Amended and Restated Trust Agreement, dated as of March 20,
1997, of Fifth Third Capital Trust II, among Fifth Third
Bancorp, as Depositor, Wilmington Trust Company, as Property
Trustee, and the Administrative Trustees named therein.
4.4 Certificate Representing the 8.136% Capital Securities, Series
A, of Fifth Third Capital Trust I.
4.5 Guarantee Agreement, dated as of March 20, 1997, between Fifth
Third Bancorp, as Guarantor, and Wilmington Trust Company, as
Guarantee Trustee.
4.6 Agreement as to Expense and Liabilities, dated as of March 20,
1997, between Fifth Third Bancorp, as the holder of the Common
Securities of Fifth Third Capital Trust I and Fifth Third
Capital Trust II
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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
Date: March 26, 1997 By: /s/ Paul L. Reynolds
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Paul L. Reynolds
Assistant Secretary