8-K/AOther Events

FIFTH THIRD BANCORP 8-K/A Report, Corporate Update (Sep 24, 2004)

Filed September 24, 2004For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K/A filing by Fifth Third Bancorp (FITB) amends a prior Form 8-K filed on August 3, 2004, concerning the merger with First National Bankshares of Florida, Inc. The amendment primarily serves to include a copy of the Amended and Restated Agreement and Plan of Merger dated September 22, 2004. This revised agreement restructures the merger so that First National Bankshares will merge with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of Fifth Third Bancorp, rather than directly into Fifth Third Bancorp. The key financial implication for investors is the exchange ratio for First National shareholders: each share will be exchanged for 0.5065 shares of Fifth Third common stock on a tax-free basis. This transaction will result in First National common stock ceasing to be listed on the NYSE. Investors should note the filing includes standard forward-looking statement disclosures and encourages a review of the upcoming proxy statement/prospectus for detailed information regarding the transaction.

Key Highlights

  • 1Fifth Third Bancorp (FITB) filed an amendment (8-K/A) to its previous Form 8-K regarding the merger with First National Bankshares of Florida, Inc.
  • 2The amendment includes the Amended and Restated Agreement and Plan of Merger, dated September 22, 2004.
  • 3The merger structure has been revised: First National will merge into Fifth Third Financial Corporation (a subsidiary), not directly into Fifth Third Bancorp.
  • 4First National shareholders will receive 0.5065 shares of Fifth Third common stock for each First National share they own.
  • 5The exchange of shares will be conducted on a tax-free basis.
  • 6First National common stock will be delisted from the New York Stock Exchange upon completion of the merger.
  • 7The filing contains forward-looking statements and advises investors to consult the upcoming proxy statement/prospectus for more details.

Frequently Asked Questions

This filing amends a previous Form 8-K to include the Amended and Restated Agreement and Plan of Merger for the acquisition of First National Bankshares of Florida, Inc. The amendment reflects a change in the merger structure and provides the updated agreement.

Each share of First National common stock (excluding treasury shares) will be exchanged for 0.5065 shares of Fifth Third Bancorp common stock. This transaction is structured to be tax-free for First National shareholders.

Upon the consummation of the merger, First National 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 and security holders are advised to read the proxy statement/prospectus regarding this transaction, which will contain important information. This document will be filed with the SEC and will be available on the SEC's website, as well as directly from Fifth Third Bancorp and First National Bankshares.