8-K/AOther Events

FIFTH THIRD BANCORP 8-K/A Report (Jan 30, 2001)

Filed January 30, 2001For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) filed an 8-K on January 30, 2001, to report an Amended and Restated Agreement and Plan of Merger with Old Kent Financial Corporation. This amendment restructures the merger to be between Old Kent and Fifth Third Financial Corporation, a newly formed subsidiary of Fifth Third Bancorp. The filing also includes unaudited pro forma condensed combined financial information, illustrating the combined financial picture of Fifth Third Bancorp after its pending acquisitions of both Old Kent Financial Corporation and Capital Holdings, Inc. The pro forma statements project the combined entity's financial position and income. Investors should note the terms of the merger, including the exchange ratio for common stock and the conversion of preferred stock, as well as the expected cessation of Old Kent common stock trading on the NYSE.

Key Highlights

  • 1Fifth Third Bancorp (FITB) amended its merger agreement with Old Kent Financial Corporation, restructuring the transaction to involve a newly formed subsidiary, Fifth Third Financial Corporation.
  • 2The filing provides unaudited pro forma condensed combined financial statements reflecting the anticipated merger of FITB with both Old Kent Financial Corporation and Capital Holdings, Inc.
  • 3Each outstanding share of Old Kent common stock will be converted into 0.74 shares of Fifth Third common stock, with cash for fractional shares.
  • 4Old Kent Series D and Series E perpetual preferred stock will be converted into substantially identical preferred stock of Fifth Third.
  • 5The merger is expected to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code and accounted for using the pooling-of-interests method.
  • 6Old Kent granted Fifth Third an option to purchase up to 19.9% of Old Kent's common stock at $25.00 per share under certain conditions.
  • 7Upon completion, Old Kent common stock will cease trading on the New York Stock Exchange.

Frequently Asked Questions

This 8-K filing announces an Amended and Restated Agreement and Plan of Merger between Fifth Third Bancorp (FITB) and Old Kent Financial Corporation, outlining a revised merger structure and providing pro forma financial information reflecting the combined entity after pending acquisitions of Old Kent and Capital Holdings, Inc.

Each share of Old Kent common stock will be converted into 0.74 shares of Fifth Third Bancorp common stock. Holders will receive cash for any fractional shares.

Upon the consummation of the merger, Old Kent common stock will cease to be listed on the New York Stock Exchange, and its registration under the Securities Exchange Act of 1934 will terminate.

The merger is expected to qualify as a reorganization under Section 368 of the Internal Revenue Code, meaning it should be tax-free for shareholders. It will be accounted for using the pooling-of-interests method.