-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dZWmO/VbdE1SS8T4xceHhZ/tlA3h+PvlLbqZKvvCaXy5nlGQECShvbj07qQkvMiW XcCfOdq1VZ9bQe7o4GOABg== 0000035527-94-000014.txt : 19940617 0000035527-94-000014.hdr.sgml : 19940617 ACCESSION NUMBER: 0000035527-94-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD REGISTER CO CENTRAL INDEX KEY: 0000093456 STANDARD INDUSTRIAL CLASSIFICATION: 2761 IRS NUMBER: 310455440 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17919 FILM NUMBER: 94534448 BUSINESS ADDRESS: STREET 1: 600 ALBANY ST CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5134341000 MAIL ADDRESS: STREET 1: 600 ALBANY STREET STREET 2: P.O. BOX 1167 CITY: DAYTON STATE: OH ZIP: 45401-1167 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* THE STANDARD REGISTER COMPANY (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 853887107 (CUSIP Number) John L. Evans, Jr., Esq., 1900 Fifth Third Center 511 Walnut Street, Cincinnati, OH 45202 (513)621-6464 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 1994 (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 CUSIP No. 853887107 13D Page 2 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person The Fifth Third Bank, Cincinnati, Ohio 31-0854433 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation NUMBER OF 7. SOLE VOTING POWER : 7,327,563 shares, of which 2,153,016 are issuable upon conversion of that SHARES number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held BENEFICIALLY are 15,939,650. OWNED BY 8. SHARED VOTING POWER: -0- EACH 9. SOLE DISPOSITIVE POWER: 7,323,240 shares, of which 2,153,016 are issuable upon conversion of that REPORTING number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held PERSONS are 15,935,304. WITH 10. SHARED DISPOSITIVE POWER: 350 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,327,563 (includes shares issuable on Class A conversion as noted above). These shares are entitled to 15,939,650 votes of the aggregate 47,619,546 votes outstanding. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.51% of the aggregate of outstanding Common Stock and the shares issuable on conversion as noted above. These shares carry 33.47% of the aggregate voting power outstanding. 14. TYPE OF REPORTING PERSON*: BK CUSIP No. 853887107 13D Page 3 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person Fifth Third Bancorp 31-0854434 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation NUMBER OF 7. SOLE VOTING POWER : 7,327,590 shares, of which 2,153,016 are issuable upon conversion of that SHARES number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held BENEFICIALLY are 15,939,654. OWNED BY 8. SHARED VOTING POWER: -0- EACH 9. SOLE DISPOSITIVE POWER: 7,323,240 shares, of which 2,153,016 are issuable upon conversion of that REPORTING number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held PERSONS are 15,935,304. WITH 10. SHARED DISPOSITIVE POWER: 350 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,327,590 (includes shares issuable on Class A conversion as noted above). These shares are entitled to 15,939,650 votes of the aggregate 47,619,546 votes outstanding. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.51% of the aggregate of outstanding Common Stock and the shares issuable on conversion as noted above. These shares carry 33.47% of the aggregate voting power outstanding. 14. TYPE OF REPORTING PERSON*: HC CUSIP No. 853887107 13D Page 4 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person The John Q. Sherman Trusts 31-6023395 through 31-6023402 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7. SOLE VOTING POWER : -0- SHARES 8. SHARED VOTING POWER: 8,327,364 shares, of which 2,516,856 are issuable upon conversion of that BENEFICIALLY number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held OWNED BY are 18,394,786. EACH 9. SOLE DISPOSITIVE POWER: 8,327,364 shares, of which 2,516,856 are issuable upon conversion of that REPORTING number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held PERSONS are 18,394,786. WITH 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,327,364 (includes shares issuable on Class A conversion as noted above). These shares are entitled to 18,394,786 votes of the aggregate 47,619,546 votes outstanding. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.00% of the aggregate of outstanding Common Stock and the shares issuable on conversion as noted above. These shares carry 38.63% of the aggregate voting power outstanding. 14. TYPE OF REPORTING PERSON*: OO CUSIP No. 853887107 13D Page 5 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person Mrs. F. David (Helen Margaret Hook) Clarke (SS# ###-##-####) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 7. SOLE VOTING POWER : 28,628 shares, of which 28,148 are issuable upon conversion of that SHARES number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held BENEFICIALLY are 141,220. 8. SHARED VOTING POWER: -0- OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 28,628 shares, of which 28,148 are issuable upon conversion of that REPORTING number of Class A shares, $1.00 par value. Due to the 5 votes per Class A share, total votes held PERSONS are 141,220. WITH 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 28,628 (includes shares issuable on Class A conversion as noted above). These shares are entitled to 141,220 votes of the aggregate 47,619,546 votes outstanding. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .10% 14. TYPE OF REPORTING PERSON*: IN CUSIP No. 853887107 13D Page 6 1. NAME OF REPORTING PERSON S.S. or I.R.S. Identification No. of Above Person F. David Clark (SS# ###-##-####) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or (e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 7. SOLE VOTING POWER : 12 shares SHARES BENEFICIALLY 8. SHARED VOTING POWER: -0- OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 12 shares REPORTING PERSONS 10. SHARED DISPOSITIVE POWER: -0- WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .00004% 14. TYPE OF REPORTING PERSON*: IN CUSIP No. 853887107 13D Page 7 Item 1. SECURITY AND ISSUER. The Standard Register Company 626 Albany Street Dayton, Ohio 45401 Item 2. IDENTITY AND BACKGROUND. This Amendment relates to a Schedule 13-D filing made by the persons identified below and filed with the Securities & Exchange Commission on April 3, 1981 (the "Base Filing"), as amended on April 6, 1989, February 6, 1991, April 3, 1992 and April 2, 1993. The persons filing this amendment, The Fifth Third Bank, Fifth Third Bancorp, The John Q. Sherman Trusts, Mrs. F. David Clarke and Mr. F. David Clarke (the "Amending Persons") may have heretofore been deemed to be part of a group consisting of The Fifth Third Bank, Fifth Third Bancorp, The John Q. Sherman Trust*, Mr. F. David Clarke and Mrs. F. David (Helen Margaret Hook) Clarke (together hereinafter referred to as the "Group").** While the Amending Persons expressly continue to disclaim the existence that such a group did in fact exist, they did join in the Base Filing on April 3, 1981, and Amendment No. 1 on April 6, 1989 based upon the relationships created under a tentative settlement agreement dated March 25, 1981 and a proposed settlement agreement described more fully in Item 6 of the Base Filing. - -------------------- * Mr. Paul H. Granzow and Mr. James L. Sherman are trustees of the John Q. Sherman Trusts described in Item 5 of the basic filing and this Amendment and to the extent the beneficiaries of such trusts might be deemed part of the Group they were described as: Rev. John N. Sherman, William P. Sherman, Mary Sherman Settino, James L. Sherman, Robert N. Sherman, Charles F. Sherman, Patricia Sherman, Robert N. Sherman, Charles F. Sherman, Patricia Sherman Begley, and Helen Sherman Tormey. ** Other parties who were identified in the Base Filing who might be considered as part of such group were The Clark-Hook Corporation, Helen Margaret Clarke, Mary Clarke Zigo, Francis David Clarke and Bank One, Dayton, N.A. (formerly The Winters National Bank of Dayton), Trustee, by virtue of the family relationship with Mr. and Mrs. Clarke. Other parties who might, in addition, be considered as part of such group, currently, by virtue of their family relationship with Mr. and Mrs. Clarke, are Ann Bridget Clarke, Catherine Therese Clarke and James William Clarke. - ---------------------- PERSONS REPORTING IN THIS AMENDMENT* (A)(1)(a) The Fifth Third Bank (b) 38 Fountain Square Plaza Cincinnati, Ohio 45263 (c) Ohio Banking Corporation which with predecessors has engaged in the business of banking for more than the prior ten years. CUSIP No. 853887107 13D Page 8 (B)(2)(a) Fifth Third Bancorp (b) 38 Fountain Square Plaza Cincinnati, Ohio 45263 (c) Bank Holding Company since 1975. (C) (a) The John Q. Sherman Trust (b) c/o Paul H. Granzow 50 East Third Street Dayton, Ohio 45402 (c) not applicable (D) (a) Mr. F. David Clarke (b) 4925 Lowell Street, N.W. Washington, DC (c) President, Clarke-Hook Corporation, Real Estate Developers (E) (a) Mrs. F. David Clarke (b) 4925 Lowell Street, N.W. Washington, DC (c) Housewife - ------------------- *The information called for by this Item with respect to each of the officers and directors of The Fifth Third Bank and Fifth Third Bancorp are filed in the form of Amended Exhibits I and II attached hereto. - ------------------- AS TO THE AMENDING PERSONS (d) No Amending Person listed in Item 2 nor any of the persons listed on amended Exhibits I or II have been convicted in a criminal proceeding during the past five years. (e) No Amending Person listed in Item 2 nor any of the persons listed on amended Exhibits I or II have been subject to a civil proceeding during the past five years resulting in a judgment, decree or final order enjoining future violations of, or mandatory activities with respects to, federal or state securities laws or finding any violation with respect to such laws. (f) All Amending Persons listed in Item 2 and on amended Exhibits I and II are citizens of the United States. CUSIP No. 853887107 13D Page 9 Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. NOT APPLICABLE. Item 4. PURPOSE OF TRANSACTION. This filing is to report that pursuant to certain Release Agreements entered into between the Amending Persons and others, effective June 6, 1994, the tentative settlement agreement between the Reporting Parties and the proposed settlement agreement described in Item 6 of the base filing (together the settlement agreements) in which the Reporting Parties had made certain agreements with respect to the voting of the Issuer's stock, have been rescinded, negated and rendered of no further force or effect. Accordingly, as of the effective date of the Release Agreements, there are no further agreements or understandings between the Reporting Parties and no basis upon which the Reporting Parties may be deemed to be a group and required to file Form 13D as a group. This amendment is to serve as a termination of the group filing. It is also to serve as a termination of 13D filings for Mr. F. David Clarke and Mrs. F. David Clarke who individually and with their affiliates have less than the amount of Issuer's stock to require filings under Form 13D or 13G. The Fifth Third Bank and Fifth Third Bancorp by virtue of the number of Issuer's shares held will continue as a separate 13D filer and are not terminating with this amendment. The John Q. Sherman Trusts by virtue of the number of Issuer's shares held will continue as a separate 13D filer and are not terminating with this Amendment. Item 5. INTEREST IN SECURITIES OF THE ISSUER. A. The Fifth Third Bank holds an aggregate of 5,234,374 outstanding shares of The Standard Register Company Common Stock (one vote per share) and 2,153,016 shares of Common Stock issuable on conversion of Class A stock, $1.00 par value (five votes per share). These shares are held as follows: (i) The Fifth Third Bank, Cincinnati, Ohio, as trustee of a testamentary trust established under the Will of William C. Sherman, Deceased, I.D. No. 31-6019963. The income beneficiary is Helen Margaret Hook Clarke. There are held in this trust an aggregate of 2,595,312 shares of Common Stock and 1,081,392 shares of Class A Stock convertible into 1,081,392 shares of Common stock. The trustee has voting power with respect to these shares and has power to dispose of the common stock held or to be received on conversion. These powers are also deemed to be attributable to Fifth Third Bancorp, the holding company parent of The Fifth Third Bank. (ii) The Fifth Third Bank, Cincinnati, Ohio, as trustee under an inter-vivos trust established by a trust indenture executed December 29, 1939 by William C. Sherman. The income beneficiaries are Helen Margaret Hook Clarke and the eight children of John Q. Sherman. Trust I.D. No. 31-6020570. There are held in this CUSIP No. 853887107 13D Page 10 trust an aggregate of 2,571,912 shares of Common Stock and 1,071,624 shares of Class A Stock convertible into 1,071,624 shares of Common Stock. The trustee has voting power with respect to this shares and has power to dispose of the Common Stock held or to be received on conversion. These powers are also deemed to be attributable to Fifth Third Bancorp, the holding company parent of The Fifth Third Bank. (iii) The Fifth Third Bank as Fiduciary under agreements with parties otherwise unrelated to this filing holds 8,650 shares of common stock in nine accounts. The Bank has sole voting and dispositive power with respect to 3,000 shares; sole voting power but shared dispositive power with respect to 350 shares; sole voting power and no dispositive power with respect to 4,000 shares; and no voting or dispositive power with respect to 1,300 shares. These shares and the powers with respect thereto are also deemed to be attributable to Fifth Third Bancorp, the holding company parent of The Fifth Third Bank. In addition, 58,700 shares of common stock are attributable to Fifth Third Bancorp through another of its banks acting as fiduciary with no voting power and no dispositive power. (iv) The John Q. Sherman Trust by Paul H. Granzow and James L. Sherman, as co-trustees of a testamentary trust established under the will of John Q. Sherman. There are separate trusts for each of the descendent's eight children, ID Nos. 31-6023395 through 31- 6023402. There are held in the eight trusts an aggregate of 5,810,508 shares of Common Stock and 2,516,856 shares of Common Stock. The co-trustees share voting power with respect to these shares, subject to the right of the income beneficiary of each trust to receive, upon request, a proxy to vote the shares held in trust. The co-trustees share power to dispose of Common Stock held or to be received on conversion. (v) The named members of the F. David Clarke family hold 492 shares of common and 28,148 shares of Class A stock. VOTING AND DISPOSITIVE POWER OF THE GROUP Total Percent of Owner Sole Shared Shares(1)(2) Shares(1) Amending Persons: The Fifth Third 7,327,590 8,650* 7,336,240 25.54% Bank and Fifth Third Bancorp The John Q. 8,327,364** -- 8,327,364 29.00% Sherman Trust (4) F. David Clarke(4) 12 -- 12 .00004% Mrs. F. David 28,628 -- 28,628 .10% Clarke (4) Total (3) 15,683,594 8,650 15,692,244 54.64% * sole voting and dispositive power with respect to 3,000 shares; sole voting power but shared dispositive power with respect to 350 shares; sole voting CUSIP No. 853887107 13D Page 11 power and no dispositive power with respect to 4,000 shares; and no voting or dispositive power with respect to 1,300 shares. ** sole dispositive power only with voting power shared. (1) Number of shares shown for each owner includes shares issuable on conversion of Class A shares held by such owner which are treated as outstanding in computing that owner's percentage. (2) By virtue of the five votes carried by each share of the Class A Stock, the Amending Persons have the sole power to vote 16,076,536 votes or 33.76% of the aggregate outstanding 47,619,546 votes. (3) The Sherman Trusts, of which The Fifth Third Bank is Trustee, hold 2,153,016 shares of Class A Stock and 5,167,224 shares of Common Stock with sole voting and dispositive rights. This holding constitutes 25.52% of Common Stock (if the Class A were converted) and 33.48% of the voting power. Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. None Item 7. MATERIAL TO BE FILED AS AMENDED EXHIBITS. Amended Exhibit I - List of The Fifth Third Bank Executive Officers and Directors. Amended Exhibit II - List of Fifth Third Bancorp Executive Officers and Directors. After reasonably inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Schedule is true, complete and correct. THE FIFTH THIRD BANK Date: June 14, 1994 By: P. MICHAEL BRUMM ----------------------------- P. Michael Brumm, Senior Vice President FIFTH THIRD BANCORP Date: June 14, 1994 By: P. MICHAEL BRUMM ---------------------------- P. Michael Brumm, Senior Vice President CUSIP No. 853887107 13D Page 12 Date: June 14, 1994 THE JOHN Q. SHERMAN TRUSTS By: PAUL H. GRANZOW --------------------------- Paul H. Granzow, Trustee Date: June 14, 1994 F. DAVID CLARKE -------------------------------- F. David Clarke Date: June 14, 1994 MRS. F. DAVID CLARKE -------------------------------- Mrs. F. David Clarke AMENDED EXHIBIT I THE FIFTH THIRD BANK DIRECTORS AND EXECUTIVE OFFICERS (1) Shares owned in The Standard Register Company (2) Transactions in The Standard Register Company Stock Since January 1, 1993 NAME TITLE CITIZENSHIP (1) (2) Clement L. Buenger Director U.S. -0- None Retired Chairman The Fifth Third Bank 38 Fountain Square Plaza Cincinnati, Ohio 45263 George A. Schaefer, Jr. Director, U.S. -0- None The Fifth Third Bank President and 38 Fountain Square Plaza CEO Cincinnati, Ohio 45263 John F. Barrett Director U.S. -0- None President and COO Western Southern Life 400 Broadway Cincinnati, Ohio 45202 J. Kenneth Blackwell Director U.S. -0- None Independent Public Policy Consultant 1156 Elm Park Drive Cincinnati, Ohio 45216 Nolan W. Carson Director U.S. -0- None Partner Dinsmore & Shohl 255 E. Fifth Street Cincinnati, Ohio 45202 Thomas L. Dahl Director U.S. -0- None Former President The Drackett Company 201 E. Fourth Street Cincinnati, Ohio 45202 Gerald V. Dirvin Director U.S. -0- None Executive Vice President The Procter & Gamble Co. P. O. Box 599 Cincinnati, Ohio 45201 Richard T. Farmer Director U.S. -0- None Chairman and CEO Cintas Corporation 6800 Cintas Blvd. Cincinnati, Ohio 45262-5737 John D. Geary Director U.S. -0- None 2789 Starbuck Road Wilmington, Ohio 45177 Joseph H. Head, Jr. Director U.S. -0- None Chairman and CEO Atkins & Pearce, Inc. One Braid Way Covington, KY 41017 Joan R. Herschede Director U.S. -0- None President and CEO The Frank Herschede Company 4 West Fourth Street Cincinnati, Ohio 45202 William G. Kagler Director U.S. -0- None President and CEO Skyline Chili, Inc. 4180 Thunderbird Lane Fairfield, Ohio 45014 William J. Keating Director U.S. -0- None 38 Fountain Square Plaza 31st Floor Cincinnati, Ohio 45263 James D. Kiggen Director U.S. -0- None Chairman and CEO Xtek, Inc. 11451 Reading Road Cincinnati, Ohio 45241-5701 Robert B. Morgan Director U.S. -0- None President and CEO Cincinnati Financial Corporation P. O. Box 145496 Cincinnati, Ohio 45250-5496 Michael H. Norris Director U.S. -0- None President Deerfield Manufacturing Company 408 Fourth Avenue Mason, Ohio 45040 Brian H. Rowe Director U.S. -0- None President Aircraft Engine Business Group General Electric Company One Neumann Way, Mail Drop J101 Cincinnati, Ohio 45215 John J. Schiff, Jr. Director U.S. 26,200 None Chairman John J. & Thomas R. Schiff & Co., Inc. 6200 South Gilmore Road Fairfield, Ohio 45250-5496 Dennis J. Sullivan, Jr. Director U.S. -0- None Exec. V.P. and CFO Cincinnati Bell, Inc. 201 E. Fourth Street Cincinnati, Ohio 45202 Dudley S. Taft Director U.S. -0- None President Taft Broadcasting Company 600 Vine Street, Suite 1808 Cincinnati, Ohio 45202 George W. Landry Executive Vice U.S. -0- None The Fifth Third Bank President 38 Fountain Square Plaza Cincinnati, Ohio 45263 Stephen J. Schrantz Executive Vice U.S. -0- None The Fifth Third Bank President 38 Fountain Square Plaza Cincinnati, Ohio 45263 Michael D. Baker Senior Vice U.S. -0- None The Fifth Third Bank President 38 Fountain Square Plaza Cincinnati, Ohio 45263 P. Michael Brumm Senior Vice U.S. -0- None The Fifth Third Bank President and 38 Fountain Square Plaza Chief Financial Cincinnati, Ohio 45263 Officer Michael K. Keating Senior Vice U.S. -0- None The Fifth Third Bank President, 38 Fountain Square Plaza General Counsel Cincinnati, Ohio 45263 and Secretary Robert P. Niehaus Senior Vice U.S. -0- None The Fifth Third Bank President 38 Fountain Square Plaza Cincinnati, Ohio 45263 Gerald L. Wissell Senior Vice U.S. -0- None The Fifth Third Bank President 38 Fountain Square Plaza Cincinnati, Ohio 45263 Neal E. Arnold Senior Vice U.S. -0- None The Fifth Third Bank President and 38 Fountain Square Plaza Treasurer Cincinnati, Ohio 45263 AMENDED EXHIBIT II FIFTH THIRD BANCORP DIRECTORS AND EXECUTIVE OFFICERS (1) Shares owned in The Standard Register Company (2) Transactions in The Standard Register Company Stock Since January 1, 1993 NAME TITLE CITIZENSHIP (1) (2) Clement L. Buenger Director U.S. -0- None Retired Chairman The Fifth Third Bank 38 Fountain Square Plaza Cincinnati, Ohio 45263 George A. Schaefer, Jr. Director, U.S. -0- None The Fifth Third Bank President and 38 Fountain Square Plaza CEO Cincinnati, Ohio 45263 John F. Barrett Director U.S. -0- None President and COO Western Southern Life 400 Broadway Cincinnati, Ohio 45202 J. Kenneth Blackwell Director U.S. -0- None Independent Public Policy Consultant 1156 Elm Park Drive Cincinnati, Ohio 45216 Milton C. Boesel, Jr. Director U.S. -0- None Counsel Ritter, Robinson, McCready & James 525 W. Sophia Street Maumee, Ohio 43537 Nolan W. Carson Director U.S. -0- None Partner Dinsmore & Shohl 255 E. Fifth Street, Ste. 1900 Cincinnati, Ohio 45202 Thomas L. Dahl Director U.S. -0- None Former President The Drackett Company 201 E. Fourth Street Cincinnati, Ohio 45202 Gerald V. Dirvin Director U.S. -0- None Executive Vice President The Procter & Gamble Co. P. O. Box 599 Cincinnati, Ohio 45201 Thomas B. Donnell Director U.S. -0- None Chairman The Fifth Third Bank of Northwestern Ohio, N.A. Toledo, Ohio Richard T. Farmer Director U.S. -0- None Chairman and CEO Cintas Corporation 6800 Cintas Blvd. Cincinnati, Ohio 45262-5737 John D. Geary Director U.S. -0- None 2789 Starbuck Rd. Wilmington, Ohio 45177 Ivan W. Gorr Director U.S. -0- None Chairman and CEO Cooper Tire & Rubber Company P. O. Box 550 Findlay, OH 45839 Joseph H. Head, Jr. Director U.S. -0- None Chairman and CEO Atkins & Pearce, Inc. One Braid Way Covington, KY 41017 Joan R. Herschede Director U.S. -0- None President and CEO The Frank Herschede Company 4 West Fourth Street Cincinnati, Ohio 45202 William G. Kagler Director U.S. -0- None President and CEO Skyline Chili, Inc. 4180 Thunderbird Lane Fairfield, Ohio 45014 William J. Keating Director U.S. -0- None 38 Fountain Square Plaza 31st Floor Cincinnati, Ohio 45263 James D. Kiggen Director U.S. -0- None Chairman and CEO Xtek, Inc. 11451 Reading Road Cincinnati, Ohio 45241-5701 Robert B. Morgan Director U.S. -0- None President and CEO Cincinnati Financial Corporation P. O. Box 145496 Cincinnati, Ohio 45250-5496 Michael H. Norris Director U.S. -0- None President Deerfield Manufacturing Company 408 Fourth Avenue Mason, Ohio 45040 Brian H. Rowe Director U.S. -0- None President Aircraft Engine Business Group General Electric Company Mail Drop J101 Cincinnati, Ohio 45215 John J. Schiff, Jr. Director U.S. 26,200 None Chairman John J. & Thomas R. Schiff & Co., Inc. 6200 South Gilmore Road Fairfield, Ohio 45250-5496 Stephen Stranahan Director U.S. -0- None Chairman Entelco, Inc. Four Sea Gate, Suite 601 Toledo, Ohio 43604 Dennis J. Sullivan, Jr. Director U.S. -0- None Exec. V.P. and CFO Cincinnati Bell, Inc. 201 E. Fifth Street Cincinnati, Ohio 45202 Dudley S. Taft Director U.S. -0- None President Taft Broadcasting Company 600 Vine Street, Suite 1808 Cincinnati, Ohio 45202 P. Michael Brumm Senior Vice U.S. -0- None 38 Fountain Square Plaza President and Cincinnati, Ohio 45263 Chief Financial Officer George W. Landry Executive Vice U.S. -0- None 38 Fountain Square Plaza President Cincinnati, Ohio 45263 Stephen J. Schrantz Executive Vice U.S. -0- None 38 Fountain Square Plaza President Cincinnati, Ohio 45263 Neal E. Arnold Treasurer U.S. -0- None 38 Fountain Square Plaza Cincinnati, Ohio 45263 Michael D. Baker Senior Vice U.S. -0- None 38 Fountain Square Plaza President Cincinnati, Ohio 45263 Robert P. Niehaus Senior Vice U.S. -0- None 38 Fountain Square Plaza President Cincinnati, Ohio 45263 Michael K. Keating Senior Vice U.S. -0- None 38 Fountain Square Plaza President, General Cincinnati, Ohio 45263 Counsel and Secretary Gerald L. Wissel Auditor U.S. -0- None 38 Fountain Square Plaza Cincinnati, Ohio 45263 Roger W. Dean Controller U.S. -0- None 38 Fountain Square Plaza Cincinnati, Ohio 45263 -----END PRIVACY-ENHANCED MESSAGE-----