UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
September 23, 1997
(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 5 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 |
| | | 0 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.00% |
|____|____________________________________________________________________|
| 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, as amended and supplemented by Amendment No. 1
filed on August 12, 1996 (as so amended and supplemented 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 September 23, 1997 described
in Item 5 (the "Sale") was to dispose of 100% of Santander's interest in the
Company.
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 September 23, 1997, Santander's wholly-
owned subsidiary, FFB Participacoes e Servicos, Sociedade Unipessoal, S.A., a
holding company incorporated in Portugal, which directly held the Common Stock
beneficially owned by Santander, sold 44,718,844 shares of Common Stock,
representing 100% of the shares of Common Stock beneficially owned by
Santander, in a public offering registered under the Securities Act of 1933,
as amended, at a price of $48.38 per share.
(b) Upon consummation of the Sale, Santander had the sole
power to vote and to dispose of 0 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 during the past 60 days by
Santander, or any other person controlling Santander, to the best of its
knowledge.
(d) Inapplicable.
(e) September 23, 1997.
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: October 16, 1997
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de las Heras
-------------------------
Name: Gonzalo de las Heras
Title:
