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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Fidelity Bancorporation
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
320195100
(CUSIP Number)
Marion A. Cowell, Jr.
One First Union Center
Charlotte, North Carolina 28288-0013
(704) 374-6828
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 19, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this 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 [X]. (A
fee is not required only if the reporting 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
disclosures provided in a prior cover page.
Page 1 of 9
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The information required on 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).
CUSIP No.: 320195100
1. Name of Reporting Person: First Union Corporation
S . S . or I.R.S. Identification No. of Above Person: I.R.S.
Identification No. 56-0898180
2. Check the Appropriate Box if a Member of a Group (See Instructions):
a. [ ] b. [ ]
3. SEC Use Only
4. Source of Funds (see Instructions): WC; 00
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: North Carolina
Number of 7. Sole Voting Power: 15,686,077 *
Shares Bene-
ficially 8. Shared Voting Power:
Owned by
Each Report- 9. Sole Dispositive Power: 15,686,077 *
ing Person
With 10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
15,686,077 *
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions): [ X ]
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13. Percent of Class Represented by Amount in Row 11: 19.9*
14. Type of Reporting Person (See Instructions): HC; CO
* The shares of First Fidelity Bancorporation ("FFB") covered by this report
are purchasable by First Union Corporation ("FUNC") upon exercise of an
option granted to FUNC on June 19, 1995, and described in Item 4 of this
report. Prior to the exercise of the option, FUNC is not entitled to any
rights as a shareholder of FFB as to the shares covered by the option. The
option may only be exercised upon the happening of certain events referred
to in Item 4, none of which has occurred as of the date hereof. FUNC
expressly disclaims beneficial ownership of any of the shares of common
stock of FFB which are purchasable by FUNC upon exercise of the option.
The number of shares indicated represents 19.9% of the total outstanding
shares of common stock of FFB as of May 31, 1995, excluding shares
issuable upon exercise of the option.
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Item 1. Security and Issuer.
This statement relates to the common stock of First Fidelity Bancorporation
("FFB"), $1.00 par value per share ("FFB Common Stock"). FFB is a New Jersey
corporation whose principal executive offices are located at 550 Broad Street,
N e w ark, New Jersey 07102 and 123 South Broad Street, Philadelphia,
Pennsylvania 19109.
Item 2. Identity and Background.
This statement is being filed by First Union Corporation ("FUNC"), a North
Carolina corporation whose principal executive offices are located at One
First Union Center, Charlotte, North Carolina 28288-0013. FUNC is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended.
Neither FUNC nor, to the best of FUNC's knowledge, any of FUNC's directors
or executive officers has during the last five years been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
has FUNC or, to the best of FUNC's knowledge, any of its directors or
executive officers been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Attached hereto as Annex A is an appendix to Item 2 setting forth, to the
best of FUNC's knowledge, certain additional information concerning the
directors and executive officers of FUNC.
Item 3. Source and Amount of Funds or Other Consideration.
It is presently anticipated that any purchases of shares of FFB Common
Stock as described in Item 4 would be made with funds obtained from FUNC's
working capital and funds available for investment.
Item 4. Purpose of Transaction.
In connection with an Agreement and Plan of Merger, dated as of June 18,
1995 (the "Merger Agreement"), by and among FFB, FUNC and PKC, Inc., a wholly-
owned subsidiary of FUNC (the "Subsidiary"), and in consideration thereof,
FFB granted to FUNC on June 19, 1995 an option (the "Option") to purchase,
under certain conditions, up to 19.9% shares of FFB Common Stock at a purchase
price per share equal to 59.00 (the "Purchase Price"). Based on the number of
shares of FFB Common Stock outstanding on May 31, 1995, the Option would be
exercisable for 15,686,077 shares of FFB Common Stock.
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The Option was issued to FUNC pursuant to a Stock Option Agreement, dated
as of June 19, 1995 (the "FFB Option Agreement"), between FUNC and FFB, which
was an inducement to and a condition of FUNC's willingness to execute the
Merger Agreement. The Merger Agreement provides, among other things, for the
merger ("the Merger") of FFB with and into the Subsidiary. Upon consummation
of the Merger, which is subject to the approval of FUNC and FFB stockholders,
regulatory approvals, and the satisfaction or waiver of various other terms
and conditions, holders of FFB Common Stock would receive 1.35 shares of FUNC
common stock, $3.33 1/3 par value per share ("FUNC Common Stock"), for each
share of FFB Common Stock, subject to adjustment under certain circumstances,
and each share of the three outstanding series of FFB preferred stock (i.e.,
Series B Convertible Preferred Stock, Series D Adjustable Rate Cumulative
Preferred Stock and Series F 10.64% Preferred Stock) would be converted into
the right to receive one share of three new series of FUNC Class A Preferred
Stock containing substantially identical terms as the series of FFB preferred
stock to be exchanged therefor.
If FUNC is not in material breach of the FFB Option Agreement or the Merger
Agreement and if no injunction or other court order against delivery of the
shares covered by the Option is in effect, FUNC may exercise the Option, in
whole or in part, at any time and from time to time following the happening of
certain events (each a "Purchase Event"), including:
(a) without FUNC's prior written consent, FFB taking certain actions
(each an "Acquisition Transaction"), including recommending or
entering into an agreement with any third party to effect (i) a
merger, consolidation or similar transaction involving FFB or any
of its significant subsidiaries, (ii) the sale, lease, exchange or
other disposition of 25% or more of the consolidated assets or
deposits of FFB and its subsidiaries, or (iii) the issuance, sale
or other disposition of 25% or more of the voting power of FFB or
any of its significant subsidiaries, in each case except as
otherwise permitted by the FFB Option Agreement; or
(b) any third party acquires or has the right to acquire 25% or more
of the voting power of FFB or any of its significant subsidiaries,
except as otherwise permitted by the FFB Option Agreement;
provided, the Option will terminate upon the earliest to occur of certain
events, including:
(a) consummation of the Merger;
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(b) termination of the Merger Agreement prior to the happening of a
Purchase Event or Preliminary Purchase Event (as defined below)
(other than a termination by FUNC under certain circumstances (a
"Default Termination");
(c) 15 months after a Default Termination; or
(d) 15 months after termination of the Plan (other than a Default
Termination) following the occurrence of a Purchase Event or a
Preliminary Purchase Event.
The term "Preliminary Purchase Event" shall mean the occurrence of certain
events, including:
(i) commencement by any third party of a tender or exchange offer to
purchase 15% or more of the outstanding shares of FFB Common
Stock;
(ii) failure of the stockholders of FFB to approve the Merger Agreement
or FFB's Board of Directors shall have withdrawn or modified in
any manner adverse to FUNC the recommendation of FFB's Board of
Directors with respect to the Merger Agreement, in each case after
pubic announcement that a third party:
(x) proposes to engage in an Acquisition Transaction;
(y) commences a tender offer to purchase 15% or more of the
outstanding shares of FFB Common Stock; or
(z) files an application under certain federal statutes relating
to the regulation of banks and other financial institutions
or their holding companies, to engage in an Acquisition
Transaction;
(iii) any third party proposes to FFB or its stockholders, publicly or
in any writing that becomes publicly disclosed, to engage in an
Acquisition Transaction;
(iv) after a proposal by a third party to FFB or its stockholders to
engage in an Acquisition Transaction, FFB breaches any
representation or covenant in the Merger Agreement which would
entitle FUNC to terminate the Merger Agreement; or
(v) any third party files an application with any federal or state
bank regulatory authority for approval to engage in an Acquisition
Transaction.
Upon the occurrence of certain events set forth in the FFB Option
Agreement, the Option must be repurchased by FFB (the "Repurchase" ) or
converted into, or exchanged for, an option, at the election of FUNC, of
another corporation or FFB (the "Substitute Option"). In
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addition, the FFB
Option Agreement grants certain registration rights ("Registration Rights") to
FUNC with respect to the shares represented by the Option. The terms of such
Repurchase, Substitute Option and Registration Rights are set forth in the FFB
Option Agreement.
Upon consummation of the Merger, (i) the directors of PKC, Inc. in office
immediately prior to the effective date of the Merger (the "Effective Date"),
will continue as the directors of PKC, Inc. as the surviving corporation in
the Merger, and (ii) the charter and bylaws of PKC, Inc. in effect immediately
prior to the Effective Date will be the charter and bylaws of PKC, Inc. as the
surviving corporation in the Merger.
The Merger Agreement provides that FFB may continue to pay a regular
quarterly dividend of $.50 per share and to increase such dividend up to $.55
per share for the first dividend payable during 1996 if the Merger has not
closed prior to the record date for such dividend. The Merger Agreement
provides that FUNC and FFB will coordinate the declaration and payment of
dividends payable during the period preceding and including the quarter in
which the Effective Date of the Merger occurs, so that FFB and FUNC
stockholders receive a fair dividend during any quarter up to and including
the quarter immediately following the Effective Date.
A copy of the form of the Merger Agreement, including the FUNC Option
Agreement, is incorporated herein by reference to FUNC's Current Report on
Form 8-K dated June 21, 1995, and the foregoing summary, as well
as the other information contained in this report, is qualified in its
entirety by reference thereto.
Item 5. Interest in Securities of the Issuer.
The number of shares of FFB Common Stock covered by the Option is equal to
15,686,077, or 19.9% of FFB Common Stock based on the shares of FFB Common
Stock issued and outstanding on May 31, 1995.
In addition to the foregoing, certain subsidiary banks of FUNC hold 49,462
shares of FFB Common Stock and 7,000 shares of FFB Series B Convertible
Preferred Stock in a fiduciary capacity, and an investment advisory subsidiary
of FUNC holds 25,300 shares of FFB Common Stock and 1,400 shares of FFB Series
B Convertible Preferred Stock on behalf of certain of its clients. Such
shares are not included in the shares covered by this report. FUNC disclaims
beneficial ownership of such additional shares.
FUNC disclaims any beneficial ownership of the shares of FFB Common Stock
which are purchasable by FUNC upon exercise of the Option, because the Option
is exercisable only in the circumstances referred to in Item 4 above, none of
which has occurred as of this date. If the Option were exercised, FUNC would
have sole right to vote or to dispose of the shares of FFB Common Stock issued
as a result of such exercise.
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Other than as set forth in this Item 5, to the best of FUNC's knowledge (i)
neither FUNC nor any subsidiary or affiliate of FUNC
nor any of FUNC's executive officers or directors, beneficially owns any
shares of FFB Common Stock, and (ii) there have been no transactions in the
shares of FFB Common Stock effected during the past 60 days by FUNC, nor to
the best of FUNC's knowledge, by any subsidiary or affiliate of FUNC or any of
FUNC's executive officers or directors, except certain transactions by the
subsidiaries of FUNC referred to above with respect to shares held in a
fiduciary capacity or for certain investment advisory clients.
No other person is known by FUNC to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
FFB Common Stock obtainable by FUNC upon exercise of the Option.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the execution of the Merger Agreement, FUNC entered into
(i) a Voting and Support Agreement, dated as of June 19, 1995 (the "Voting
Agreement"), with Banco Santander, S.A. ("Banco"), the holder of approximately
30% of the outstanding shares of FFB Common Stock, (ii) a Stock Option
Agreement, dated as of June 19, 1995 (the "FUNC Option Agreement"), pursuant
to which FUNC granted to FFB an option to purchase, under certain conditions,
up to 19.9% of the outstanding shares of FUNC Common Stock at a purchase price
of $45.875 per share, and (iii) the Third Amendment to FUNC's Shareholder
Protection Rights Agreement ("FUNC Rights Plan").
The Voting Agreement provides, among other things, for Banco to vote its
shares of FFB Common Stock in favor of approval of the Merger Agreement. The
FUNC Option Agreement contains substantially identical terms as the FFB Option
Agreement. The Third Amendment to the FUNC Rights Plan was entered into in
order to exempt the option granted under the FUNC Option Agreement from
triggering the FUNC Rights Plan.
In connection with the execution of the FFB Option Agreement, FFB entered
into the Fourth Supplement to the FFB Rights Agreement (the "FFB Rights Plan")
in order to exempt the option granted under the FFB Option Agreement from
triggering the FFB Rights Plan.
Item 7. Material to be Filed as Exhibits.
A copy of the form of the Merger Agreement, including the FFB Option
Agreement, the FUNC Option Agreement, the Voting Agreement, and the Third
Amendment to the Rights Plan, is incorporated herein by reference to FUNC's
Current Report on Form 8-K dated June 21, 1995.
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 27, 1995 FIRST UNION CORPORATION
/s/ Kent S. Hathaway
Kent S. Hathaway
Senior Vice President and
Deputy General Counsel
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Annex A
Appendix to Item 2
Principal
Position with employment and
Name and residence First Union principal business
or business address* Corporation of employer
G. Alex Bernhardt Director President and Chief
Bernhardt Furniture Executive Officer,
Furniture Company Bernhardt Furniture
P.O. Box 740 Company, furniture
Lenoir, NC 28645 manufacturing
W. Waldo Bradley Director Chairman, Bradley
Bradley Plywood Corp. Plywood Corporation,
P.O. Box 1408 building materials
Savannah, GA 31402-1408
Robert J. Brown Director Chairman, President
B&C Associates, Inc. and Chief Executive
P.O. Box 2636 Officer, B&C
High Point, NC 27261-2636 Associates, Inc., a
public relations and
marketing research
firm
Edward E. Crutchfield Executive Chairman, President
First Union Corporation Officer and and Chief Executive
One First Union Center Director Officer, First Union
Charlotte, NC 28288 Corporation
Robert D. Davis Director Chairman, DDI, Inc.,
DDI, Inc. investments
P.O. Box 2088
Jacksonville, FL 32203-2088
R. Stuart Dickson Director Chairman of
Ruddick Corporation Executive Committee,
Two First Union Center Ruddick Corporation,
Suite 2000 a diversified
Charlotte, NC 28282 holding company
B.F. Dolan Director Investor
Two First Union Center
Suite 1990
Charlotte, NC 28282
A-1
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Principal
Position with employment and
Name and residence First Union principal business
or business address* Corporation of employer
Roddey Dowd, Sr. Director Chairman, Charlotte
Charlotte Pipe & Pipe & Foundry
Foundry Company Company,
P.O. Box 35430 manufacturer of pipe
Charlotte, NC 28235 and fittings
John R. Georgius Executive President, First
First Union Corporation Officer and Union Corporation
One First Union Center Director
Charlotte, NC 28288-0003
William H. Goodwin Director Chairman, CCA
CCA Industries, Inc. Industries, Inc. a
901 East Cary Street multinational
Suite 1400 organization
Richmond, VA 23219
Brenton S. Halsey Director Chairman Emeritus,
James River Corporation James River
P.O. Box 2218 Corporation
Richmond, VA 23217
Howard H. Haworth Director President, the
The Haworth Group Haworth Group,
First Union Bank Bldg. investments
300 North Green Street
Suite 201
Morganton, NC 28655
Torrence E. Hemby, Jr. Director President, Beverly
Beverly Crest Corp. Crest Corporation,
2809 Cavan Court real estate
Charlotte, NC 28270 development
Leonard G. Herring Director President and Chief
Lowe's Companies, Inc. Executive Officer,
P.O. Box 1111 Lowe's Companies,
North Wilkesboro, NC 28656 Inc., building and
related products
Jack A. Laughery Director Investor
800 Tiffany Boulevard
Suite 305
Rocky Mount, NC 27804
A-2
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Principal
Position with employment and
Name and residence First Union principal business
or business address* Corporation of employer
Max Lennon Director President, Clemson
Clemson University University
P.O. Box 992
Clemson, SC 29633-0992
Radford D. Lovett Director Chairman, Commodores
Commodores Point Terminal Point Terminal
Corporation Corporation, marine
P.O. Box 4069 terminal operator
Jacksonville, FL 32201
Henry D. Perry Director Retired Physician
12240 N.W. 8th Street
Plantation, FL 33325
Randolph N. Reynolds Director Vice Chairman
Reynolds Metals Company Reynolds, an
6601 West Broad Street aluminum
Richmond, VA 23261 manufacturer
Ruth G. Shaw Director Vice President,
Duke Power Company Corporate
P.O. Box 1009 Communications
EC06B Duke Power Company,
Charlotte, NC 28201-1009 an investor-owned
electric utility
Lanty L. Smith Director Chairman and Chief
Precision Fabrics Executive Officer,
Group, Inc. Precision Fabrics
301 North Elm Street Group, Inc.,
Greensboro, NC 27401 textile products
Dewey L. Trogdon Director Chairman, Cone Mills
P.O. Box 1477 Corporation, textile
Banner Elk, NC 28604 manufacturing
John D. Uible Director Investor
225 Water Street
Suite 840
Jacksonville, FL 32202
B.J. Walker Executive Officer Vice Chairman,
225 Water Street and Director First Union
Jacksonville, Fl 32202 Corporation
A-3
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Principal
Position with employment and
Name and residence First Union principal business
or business address* Corporation of employer
Kenneth G. Younger Director Chairman, Carolina
Carolina Freight Corp. Freight Corporation,
P.O. Box 1000 interstate motor
Cherryville, NC 28021 carrier
Marion A. Cowell, Jr. Executive Executive Vice
First Union Corporation Officer President,
One First Union Center Secretary and
Charlotte, NC 28288 General Counsel,
First Union
Corporation
Robert T. Atwood Executive Executive Vice
First Union Corporation Officer President and
One First Union Center Chief Financial
Charlotte, NC 28288 Officer, First
Union Corporation
*All of the directors and executive officers are citizens of the United
States.
A-4
