8-KOther Events

FIFTH THIRD BANCORP 8-K Report (Aug 3, 2004)

Filed August 3, 2004For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) announced on August 3, 2004, that it has entered into an Agreement and Plan of Merger with First National Bankshares of Florida, Inc. This report details the terms of this merger, which will see First National Bankshares of Florida, Inc. merge into Fifth Third Bancorp, with Fifth Third as the surviving entity. This strategic move is expected to have significant implications for both organizations. Investors should note that the exchange ratio for First National's common stock will be .5065 shares of Fifth Third common stock per share, on a tax-free basis. The completion of this merger will also result in the delisting of First National common stock from the New York Stock Exchange and the termination of its registration under the Securities Exchange Act of 1934. The filing also includes a standard forward-looking statement disclosure, outlining potential risks and uncertainties associated with the merger and future operations, urging investors to consult upcoming proxy statements for more detailed information.

Key Highlights

  • 1Fifth Third Bancorp (FITB) is acquiring First National Bankshares of Florida, Inc. through a merger agreement dated August 1, 2004.
  • 2Fifth Third Bancorp will be the surviving corporation in the merger.
  • 3Each outstanding share of First National common stock (excluding treasury shares) will be exchanged for 0.5065 shares of Fifth Third common stock.
  • 4The merger will be treated as a tax-free exchange for First National shareholders.
  • 5Upon completion, First National common stock will cease trading on the New York Stock Exchange.
  • 6The registration of First National's securities under the Securities Exchange Act of 1934 will be terminated.
  • 7The filing includes a forward-looking statement disclosure detailing potential risks and uncertainties related to the merger and future business operations.

Frequently Asked Questions

This 8-K filing announces the execution of a definitive agreement for Fifth Third Bancorp to merge with First National Bankshares of Florida, Inc. It provides key details about the transaction, including the exchange ratio and the expected outcomes for the merging entities.

First National Bankshares of Florida, Inc. shareholders will receive 0.5065 shares of Fifth Third Bancorp common stock for each share of First National common stock they hold, excluding treasury shares. This exchange is structured as a tax-free transaction.

Following the consummation of the merger, First National Bankshares of Florida, Inc. common stock will no longer 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 read the proxy statement/prospectus regarding the transaction once it becomes available. This document will be filed by both Fifth Third Bancorp and First National Bankshares with the SEC and will contain important details. It can be accessed on the SEC's website or obtained directly from the companies.