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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2003
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
Ohio 0-8076 31-0854434
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Fifth Third Center
38 Fountain Square Plaza, Cincinnati, Ohio 45263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 534-5300
Not Applicable
(Former name or address, if changed since last report)
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Item 5. Other Events and Regulation FD Disclosure
On May 20, 2003, Fifth Third Bancorp ("Fifth Third") entered into an
underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co.
and Lehman Brothers Inc., as Representatives of the Underwriters named in the
Underwriting Agreement, for the sale of $500,000,000 4.50% Subordinated Notes
due June 1, 2018 (the "Notes"). The Notes are a portion of the $2 billion of
securities that were registered by Fifth Third pursuant to a registration
statement on Form S-3 under Rule 415 under the Securities Act of 1933, as
amended, which registration statement was declared effective on April 29, 2002
(File Nos. 333-86360, 333-86360-01, 333-86360-02 and 333-86360-03). In
connection with this offering, Fifth Third will enter into an Indenture (the
"Indenture") with Wilmington Trust Company, as Trustee, relating to Fifth
Third's subordinated debt securities.
The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K. The
Subordinated Indenture and the global security representing Fifth Third's
$500,000,000 principal amount of 4.50% Notes due 2018 are filed as Exhibits 4.1
and 4.2 to this Form 8-K. A Statement of Eligibility of the Trustee, Wilmington
Trust Company, to be qualified under the Trust Indenture Act of 1939, as
amended, is filed as Exhibit 25.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated May 20, 2003, between Fifth
Third Bancorp and Goldman, Sachs & Co. and Lehman Brothers
Inc., as Representative of the Underwriters named in the
Underwriting Agreement.
4.1 Indenture, dated as of May 23, 2003, between Fifth Third
Bancorp and Wilmington Trust Company, as Trustee, defining the
rights of the 4.50% Subordinated Notes due 2018.
4.2 Global security representing Fifth Third Bancorp's
$500,000,000 4.50% Subordinated Notes due 2018.
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Wilmington Trust Company as Trustee under
the Subordinated Indenture.
SIGNATURE
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)
Date: May 22, 2003 /s/ Neal E. Arnold
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Name: Neal E. Arnold
Title: Executive Vice President
and Chief Financial Officer