8-KOther Events

FIFTH THIRD BANCORP 8-K Report (Aug 2, 2004)

Filed August 2, 2004For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced a significant strategic development through an 8-K filing on August 2, 2004. The core of this report details an Agreement and Plan of Merger entered into on August 1, 2004, with First National Bankshares of Florida, Inc. ("First National"). Under the terms of this agreement, First National will be merged into Fifth Third Bancorp, with Fifth Third as the surviving entity. This merger represents an expansion for Fifth Third into new markets and a step towards increasing its scale and competitive positioning. From an investor's perspective, this merger is structured as a tax-free exchange, where First National shareholders will receive 0.5065 shares of Fifth Third common stock for each share of First National they own. The consummation of this deal will result in the delisting of First National's common stock from the New York Stock Exchange. The filing also includes standard forward-looking statement disclosures, cautioning investors about inherent risks and uncertainties that could affect the combined company's future performance. Investors are advised to review the upcoming proxy statement/prospectus for more comprehensive details on the transaction.

Key Highlights

  • 1Fifth Third Bancorp to acquire First National Bankshares of Florida, Inc. through a merger.
  • 2The merger is structured as a tax-free exchange of First National shares for Fifth Third common stock.
  • 3First National shareholders will receive 0.5065 shares of Fifth Third common stock per share of First National.
  • 4Fifth Third Bancorp will be the surviving corporation in the merger.
  • 5The merger is expected to lead to the delisting of First National's common stock from the NYSE.
  • 6The filing includes standard forward-looking statement disclosures highlighting potential risks and uncertainties.
  • 7Investors are encouraged to read the forthcoming proxy statement/prospectus for more information.

Frequently Asked Questions

The primary purpose of this filing is to announce that Fifth Third Bancorp has entered into an Agreement and Plan of Merger with First National Bankshares of Florida, Inc., detailing the terms of the proposed acquisition.

First National shareholders will receive 0.5065 shares of Fifth Third Bancorp's common stock for each share of First National they own. This exchange is intended to be tax-free.

Upon the consummation of the merger, First National's common stock will cease to be listed on the New York Stock Exchange, and its registration under the Securities Exchange Act of 1934 will be terminated.

Investors are advised to look for the proxy statement/prospectus that Fifth Third Bancorp and First National Bankshares will file with the SEC. This document will contain important information about the transaction and will be available on the SEC's website and directly from the companies.