Filed by Fifth Third Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Franklin Financial Corporation
Exchange Act File Number 0-24133
[LOGO] Fifth Third Bank
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News Release
CONTACT: Neal E. Arnold, CFO (Analysts) FOR IMMEDIATE
RELEASE
(513) 534-4356 July 24, 2002
Bradley S. Adams, IR (Analysts)
(513) 534-0983
Roberta R. Jennings (Media)
(513) 579-4153
Fifth Third To Expand in Nashville, TN to 11 Branches
Announces Acquisition Of Franklin Financial Corporation
Fifth Third Bancorp (NASDAQ: FITB) and Franklin Financial Corporation
(NASDAQ: FNFN) announced today the signing of a definitive agreement in which
Fifth Third will acquire Franklin Financial Corporation and its subsidiary,
Franklin National Bank, headquartered in Franklin, Tennessee. Franklin Financial
has approximately $775 million in assets and operates in the Nashville
metropolitan statistical area (MSA), a market with population growth in excess
of 27 percent over the past decade. Franklin National's nine branches will
complement Fifth Third's two existing sites in Nashville.
Fifth Third President & CEO George A. Schaefer, Jr., states, "This merger
provides Fifth Third with a tremendous opportunity in Nashville, among the most
attractive markets in the Southeast. The area is characterized by a diverse
economy, consistent population and job growth and substantial outside investment
and expansion. Fifth Third's strategy of expanding into contiguous markets and
establishing a platform for future sales growth has proven to be successful for
us. We are extremely excited by the opportunities that await us in Nashville and
look forward to being able to offer our products and services to the Nashville
area's 1.3 million residents. Nashville also serves as an operations base to
businesses like the Saturn Corporation, BellSouth, the Nissan Motor Corporation
and Vanderbilt University & Medical Center. We are eager to join the
distinguished roster of companies operating in this market."
Mr. Schaefer continues, "We are excited by the opportunity to join forces
with Franklin National Bank. Gordon Inman, Richard Herrington and Myers Jones
have built a quality franchise that places a premium on consistent quality
growth and understands the value of the customer. In fact, U.S. Banker Magazine
recently recognized Franklin Financial Corporation as the most profitable
community bank holding company in the nation over the past five years."
The transaction is structured as a tax-free exchange of stock for a total
transaction value of approximately $240 million. It is expected to close in the
fourth quarter of 2002 and is subject to normal regulatory approvals in addition
to the approval of Franklin Financial Corporation shareholders.
Gordon E. Inman, Chairman, Franklin Financial Corporation, states, "We are
extremely proud to partner with a company as successful as Fifth Third. They
have an exceptional track record of delivering shareholder value. Fortune
Magazine recently named Fifth Third the #1 Superregional Bank in the nation and
their company
has a 28-year track record of increasing earnings. We share many of the same
corporate values, including a commitment to customer service and the philosophy
that employees should be shareholders and partners."
Mr. Inman continues, "Franklin Financial Corporation has an excellent
growth story, a 12-year track record of success, and a strong demographic
presence that has made it an attractive partner for Fifth Third. We're pleased
that the foundation we have built will easily complement Fifth Third's affiliate
market operating model and be an integral part of the Bank's continuing growth.
We believe this is an excellent deal for customers, shareholders and employees
alike."
J. Myers Jones III, President, Franklin National Bank, adds, "With 921
locations primarily in the Midwest and nearly 2,000 ATMs, Fifth Third has an
extensive network that will provide Franklin National customers with a new level
of banking convenience. In short, Fifth Third will maintain a proven local
market operating model and bring best-in-class commercial, retail and investment
product offerings to Nashville."
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. The Company has $75 billion in assets,
operates 16 affiliates with 921 full-service Banking Centers, including 135 Bank
Mart(R) locations open seven days a week inside select grocery stores and 1,853
Jeanie(R) ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida and West
Virginia. The financial strength of Fifth Third's affiliate banks continues to
be recognized by rating agencies with deposit ratings of AA- and Aa1 from
Standard & Poor's and Moody's, respectively. Additionally, Fifth Third Bancorp
continues to maintain the highest short-term ratings available at A-1+ and
Prime-1, and was recently recognized by Moody's with one of the highest senior
debt ratings for any U.S. bank holding company of Aa2. Fifth Third operates four
main businesses: Retail, Commercial, Investment Advisors and Midwest Payment
Systems, the Bank's electronic payment processing subsidiary. Investor
information and press releases can be viewed at www.53.com. The company's common
stock is traded through the Nasdaq National Market System under the symbol
"FITB."
* * * * *
This document contains or may contain forward-looking statements about
Fifth Third Bancorp, Franklin Financial Corporation and the combined company
which we believe are within the meaning of the Private Securities Litigation
Reform Act of 1995. The document contains certain forward looking statements
with respect to the financial condition, results of operations, plans,
objectives, future performance and business of Fifth Third Bancorp, Franklin
Financial Corporation and/or the combined company including statements preceded
by, followed by or that include the words "believes," "expects," "anticipates"
or similar expressions. These forward-looking statements involve certain risks
and uncertainties. There are a number of important factors that could cause
future results to differ materially from historical performance and these
forward-looking statements. Factors that might cause such a difference include,
but are not limited to: (1) competitive pressures among depository institutions
increase significantly; (2) changes in the interest rate environment reduce
interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan
loss provisions; (4) general economic conditions, either national or in the
states in which Fifth Third and Franklin Financial do business, are less
favorable than expected; (5) legislative or regulatory changes adversely affect
the businesses in which Fifth Third and Franklin Financial are engaged; and (6)
changes in the securities markets. Further information on other factors which
could affect the financial results of Fifth Third after the merger are included
in Fifth Third's and Franklin Financial's filings with the Securities and
Exchange Commission. These documents are available free of charge at the
Commission's website at http://www.sec.gov and/or from Fifth Third or Franklin
Financial.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction referenced in this document when
it becomes available, because it will contain important information. The proxy
statement/prospectus will be filed with the Commission by Fifth Third Bancorp
and Franklin Financial Corporation. Security holders may receive a free copy of
the proxy statement/prospectus (when available) and other related documents
filed by Fifth Third Bancorp and Franklin Financial Corporation at the
Commission's website at http://www.sec.gov and/or from Fifth Third Bancorp and
Franklin Financial Corporation.
Franklin Financial Corporation and its executive officers and directors may
be deemed to be participants in the solicitation of proxies from stockholders of
Franklin Financial Corporation with respect to the
transaction contemplated by the definitive agreement. Information regarding such
officers and directors is included in Franklin Financial Corporation's proxy
statement for its 2002 Annual Meeting of Shareholders filed with the Commission
on April 23, 2002. This document is available free of charge at the Commission's
website at http://www.sec.gov and/or from Franklin Financial Corporation.
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