Summary
This 8-K/A filing by Fifth Third Bancorp (FITB) on September 12, 2002, serves as an amendment to a previously announced Affiliation Agreement with Franklin Financial Corporation (Franklin Financial). The primary purpose of this amendment is to extend certain timelines related to the merger, including an update to the merger completion deadline to April 1, 2003. The original agreement, dated July 23, 2002, outlined the merger of Franklin Financial into Fifth Third's subsidiary, Fifth Third Financial, with Fifth Third Bancorp common stock as consideration for Franklin Financial shareholders.
Key Highlights
- 1Amendment No. 1 to the Affiliation Agreement between Fifth Third Bancorp and Franklin Financial Corporation was executed on September 9, 2002.
- 2Key dates related to regulatory filings within the Affiliation Agreement have been extended by 60 days.
- 3The merger completion deadline has been extended to April 1, 2003.
- 4The merger involves Franklin Financial merging into Fifth Third's wholly-owned subsidiary, Fifth Third Financial.
- 5Consideration for Franklin Financial shareholders will be Fifth Third Bancorp common stock, with the exchange ratio dependent on the Average Closing Price of FITB stock.
- 6The filing includes a standard forward-looking statement disclosure, highlighting potential risks and uncertainties.
- 7The merger will result in Franklin Financial common stock ceasing to be listed on the NASDAQ National Market.
Frequently Asked Questions
The primary purpose of Amendment No. 1 is to extend certain timelines, specifically by 60 days for regulatory filings, and to push the merger completion deadline to April 1, 2003.
Fifth Third Bancorp will acquire Franklin Financial Corporation through a merger where Franklin Financial will merge into Fifth Third's wholly-owned subsidiary, Fifth Third Financial. Franklin Financial shareholders will receive Fifth Third Bancorp common stock in exchange for their shares.
The exchange ratio is variable and depends on the Average Closing Price of Fifth Third Bancorp common stock. It is set at .4039 shares of FITB if the average price is $63.13 or less, .3832 shares of FITB if the average price is $66.55 or more, or a ratio providing a fixed price of $25.50 per share of Franklin Financial if the average price is between $63.13 and $66.55.
The filing warns of potential risks including increased competitive pressures, changes in interest rates impacting margins, prepayment speeds and loan loss provisions, adverse general economic conditions, unfavorable legislative or regulatory changes, and fluctuations in the securities markets.