8-KOther Events

FIFTH THIRD BANCORP 8-K Report (Nov 20, 2000)

Filed November 20, 2000For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) reports on a significant event: the execution of an Agreement and Plan of Merger with Old Kent Financial Corporation, effective November 20, 2000. The core of the transaction involves Old Kent merging into Fifth Third, with Old Kent common stockholders receiving 0.74 shares of Fifth Third common stock for each Old Kent share. This strategic move is expected to expand Fifth Third's operations and market presence. The merger is structured to be tax-free for Old Kent shareholders under Section 368 of the Internal Revenue Code and will be accounted for using the pooling-of-interests method. The deal is contingent upon shareholder approvals from both Fifth Third and Old Kent, as well as necessary regulatory clearances. Additionally, Fifth Third has secured a stock option agreement providing the right to purchase up to 19.9% of Old Kent's common stock under certain conditions, which serves as a protective measure during the interim period.

Key Highlights

  • 1Fifth Third Bancorp (FITB) and Old Kent Financial Corporation have entered into an Agreement and Plan of Merger.
  • 2Each share of Old Kent common stock will be converted into 0.74 shares of Fifth Third common stock.
  • 3Old Kent's preferred stock (Series D and E) will be converted into substantially identical Fifth Third preferred stock.
  • 4The merger is expected to qualify as a reorganization under Section 368 of the Internal Revenue Code, allowing for tax-deferred treatment for Old Kent shareholders.
  • 5The transaction will be accounted for using the pooling-of-interests method.
  • 6Consummation is subject to approval from both Fifth Third and Old Kent shareholders, as well as regulatory approvals.
  • 7Fifth Third has obtained a stock option to purchase up to 19.9% of Old Kent's common stock at $25.00 per share, exercisable under specific events.

Frequently Asked Questions

This 8-K filing announces the execution of an Agreement and Plan of Merger between Fifth Third Bancorp and Old Kent Financial Corporation, detailing the terms and conditions of the proposed merger.

Old Kent common stockholders will receive 0.74 shares of Fifth Third Bancorp common stock for each share of Old Kent common stock they own. Cash will be paid for any fractional shares.

The merger requires approval from the shareholders of both Fifth Third Bancorp and Old Kent Financial Corporation, in addition to receiving certain necessary regulatory approvals and meeting other customary closing conditions.

The stock option agreement grants Fifth Third the right to purchase up to 19.9% of Old Kent's outstanding common stock at a fixed price ($25.00 per share) under specific conditions. This serves as a protective measure for Fifth Third during the period leading up to the merger's completion.