SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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)
August 7, 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
[ ]. (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.
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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: 18,611,102 *
Shares Bene-
ficially 8. Shared Voting Power:
Owned by
Each Report- 9. Sole Dispositive Power: 18,611,102 *
ing Person
With 10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
18,611,102 *
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: 23.7 *
14. Type of Reporting Person (See Instructions): HC; CO
* Of the shares of First Fidelity Bancorporation ("FFB:) Common Stock
covered by this report, 15,686,077 shares are purchasable by
First Union Corporation ("FUNC") upon exercise of an option (the
"Option") granted to FUNC on June 19, 1995, and described in Item 4
of FUNC's Schedule 13D dated June 27, 1995 (the "Schedule 13D"),
2,730,000 shares have been purchased in the open market, and 195,025
shares are currently issuable upon conversion of 250,000 shares of
FFB Series B Convertible Preferred Stock, which have been purchased
in the open market. 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 approximately 23.7%
of the total issued and outstanding shares of common stock of FFB as
of June 30, 1995.
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The Schedule 13D, as heretofore amended, which is incorporated
herein by reference, is amended, under the items thereof listed
below, to include the additional information set forth below:
Item 3. Source and Amount of Funds or Other Consideration.
The purchase of the 2,730,000 shares of FFB Common Stock and the
250,000 shares of FFB Series B Convertible Preferred Stock in the open
market was made with funds obtained from FUNC s working capital.
Item 5. Interest in Securities of the Issuer.
The number of shares of FFB Common Stock to which the Schedule
13D, as amended, relates is 18,611,102, or approximately 23.7% of FFB
Common Stock, based on the shares of FFB Common Stock issued and
outstanding on June 30, 1995.
FUNC disclaims any beneficial ownership of the 15,686,077 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 of the Schedule 13D, 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.
FUNC has the sole right to vote or to dispose of the 2,730,000
shares of FFB Common Stock and the 250,000 shares of FFB Series B
Convertible Preferred Stock purchased by it in the open market. Such
shares were purchased between July 5, 1995 and August 7, 1995, at an
aggregate cost of approximately $170 million, as to the shares of FFB
Common Stock, or an average cost of $62.23 per share, and
approximately $12 million, as to the shares of FFB Series B Convertible
Preferred Stock, or an average price of $47.94 per share.
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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: August 8, 1995 FIRST UNION CORPORATION
/s/ Kent S. Hathaway
Kent S. Hathaway
Senior Vice President and
Deputy General Counsel
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