UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIRST UNION CORPORATION
(Name of Issuer)
COMMON STOCK
$3.33 1/3 PAR VALUE
(Title of Class of Securities)
337358105
(CUSIP Number)
BANCO SANTANDER,
SOCIEDAD ANONIMA
(formerly BANCO DE SANTANDER
SOCIEDAD ANONIMA DE CREDITO)
(Name of Persons Filing Statement)
GONZALO DE LAS HERAS
BANCO SANTANDER, S.A.
45 East 53rd Street
New York, NY 10022
Tel. No.: (212) 350-3444
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 7, 1996
(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 statement
because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with
this statement: [ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 337358105 | | Page 2 of 6 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | BANCO SANTANDER, S.A. |
| | |
|____|____________________________________________________________________|
| 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 2(e) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Kingdom of Spain |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 28,179,422 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 28,179,422 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 28,179,422 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* | | |
| | - |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 9.99% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 18
Banco Santander, S.A., a Spanish banking corporation
("Santander"), hereby amends and supplements its Schedule 13D, originally
filed on January 11, 1996 (the "Schedule 13D"), with respect to its ownership
interest in shares of common stock, par value $3.33 1/3 per share ("Common
Stock"), of First Union Corporation, a North Carolina corporation (the
"Company"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction. The response set forth in
Item 4 of the Schedule 13D is hereby amended and supplemented by the following
information:
The purpose of the sale of Common Stock on August 7, 1996
described in Item 5 (the "Sale") was to improve the regulatory capital
treatment of Santander's investment in the Company under Spanish banking laws.
Under Spanish law, an investment by a Spanish corporation of greater than 10%
in a financial institution that is not part of such corporation's consolidated
group is deducted from the corporation's total capital for regulatory
purposes. The Sale has decreased Santander's investment in the Company to
slightly less than 10%, as disclosed herein, which will result in higher
regulatory capital ratios for Santander than would exist without the Sale.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
(a) On August 7, 1996, Santander's wholly-owned subsidiary,
FFB Participacoes e Servicos Sociedade Unipessoal, S.A., a holding company
incorporated in Portugal, which directly holds the Common Stock beneficially
owned by Santander, sold 3,572,500 shares of Common Stock pursuant to Rule 144
under the Securities Act of 1933, as amended, at a price of $63.60 per share.
As a result of the Sale, Santander indirectly beneficially owns a total of
28,179,422 shares of Common Stock. This represents approximately 9.99% of the
total number of shares of Common Stock outstanding (based on 281,947,670
shares of Common Stock outstanding as of June 30, 1996, according to
information provided by the Company).
(b) Upon consummation of the Sale, Santander had the sole
power to vote and to dispose of 28,179,422 shares of Common Stock and had the
shared power to vote and to dispose of 0 shares of Common Stock.
(c) Except as otherwise disclosed herein, no transactions in
the shares of Common Stock have been effected since June 10, 1996 by
Santander, or any other person controlling Santander, to the best of its
knowledge.
(d) Inapplicable.
(e) Inapplicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: August 12, 1996
BANCO SANTANDER, S.A.
By: /s/ Antonio Garcia del Riego
Name: Antonio Garcia del Riego
Title: General Manager
