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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 2, 2001
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Fifth Third Bancorp
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(Exact name of registrant as specified in its charter)
Ohio 000-08076 31-0854434
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio 45263
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 579-5300
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
As previously reported in Item 5 of Fifth Third Bancorp's Current
Reports on Form 8-K filed on November 20, 2000, as amended on January 30, 2001,
and March 6, March 9, and March 14, 2001, Fifth Third and Old Kent Financial
Corporation entered into an Agreement and Plan of Merger on November 20, 2000,
and an Amended and Restated Agreement and Plan of Merger on January 16, 2001,
pursuant to which Old Kent would be merged with and into Fifth Third Financial
Corporation, a wholly-owned subsidiary of Fifth Third. These reports contained
copies of the Agreement and Plan of Merger, Stock Option Agreement, Amended and
Restated Agreement and Plan of Merger, Press Release dated November 20, 2000,
Press Release dated March 8, 2001, Press Release dated March 13, 2001, Unaudited
Pro Forma Condensed Combined Financial Information and Unaudited Condensed Pro
Forma Financial Statement Information and Supplemental Financial Data. This
transaction closed on April 2, 2001. A copy of the Press Release issued by Fifth
Third on April 2, 2001 is attached hereto as Exhibit 99.1.
This report is being filed to report the consummation of this
transaction in this Item 2 and to include Old Kent's year end audited financial
information for the years ended December 31, 2000. Unaudited pro forma financial
information for this transaction through December 31, 2000 will be filed by an
amendment to this report.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
The Old Kent Financial Corporation Consolidated Financial
Statements for the Three Years in the Period Ended
December 31, 2000 are included in Exhibit 99.2 attached
hereto and incorporated herein, as follows:
- Report of Independent Public Accountants
- Consolidated Balance Sheets as of December 31, 2000 and
1999
- Consolidated Statements of Income for the Years Ended
December 31, 2000, 1999 and 1998
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998
- Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998
- Notes to Consolidated Financial Statements
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(b) Pro forma financial information
The pro forma financial statements required to be filed by the
Company as part of this Form 8-K require additional effort on
behalf of the Company and have not yet been finalized on the
date of this report. The Company will file such pro forma
financial statements by amendment to this Form 8-K no later
than 60 days hereafter.
(c) Exhibits
Exhibit No.
2.1 Agreement and Plan of Merger dated as of November 20,
2000 by and between Fifth Third Bancorp and Old Kent
Financial Corporation (omitting schedules and
exhibits). Incorporated by reference to Fifth Third's
Current Report on Form 8-K filed with the SEC on
November 20, 2000.*
2.2 Amended and Restated Agreement and Plan of Merger
dated as of January 16, 2001 by and among Old Kent
Financial Corporation, Fifth Third Bancorp and Fifth
Third Financial Corporation (omitting schedules and
exhibits). Incorporated by reference to the Amendment
filed with the SEC on January 30, 2001 to Fifth
Third's Current Report on Form 8-K originally filed
with the SEC on November 20, 2000.*
4.1 Stock Option Agreement dated as of November 20, 2000
by and between Old Kent Financial Corporation, as
Issuer, and Fifth Third Bancorp, as Grantee.
Incorporated by reference to Fifth Third's Current
Report on Form 8-K filed with the SEC on November 20,
2000.*
23.1 Consent of Arthur Andersen LLP.**
99.1 Press Release dated April 2, 2001.**
99.2 Old Kent Financial Corporation Consolidated Financial
Statements for the Three Years in the Period Ended
December 31, 2000.**
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* Incorporated by Reference.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIFTH THIRD BANCORP
(Registrant)
April 17, 2001 /s/ Neal E. Arnold
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Neal E. Arnold
Executive Vice President
and Chief Financial Officer