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OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
Washington, D.C. 20549 Estimated average burden
hours per form .... 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Baltimore Bancorp
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(Name of Issuer)
Common Stock, par value $5.00 per share
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(Title of Class of Securities)
059029 10 8
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(CUSIP Number)
James L. Mitchell, Esq.
Executive Vice President, General Counsel and Secretary
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
(201) 565-3200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 19, 1994
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(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 the 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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.
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).
SCHEDULE 13D
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CUSIP NO. 059029 10 8 Page 2 of 5
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Fidelity Bancorporation
22-2826775
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) / / (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
NUMBER OF 3,498,300*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,498,300*
10 SHARED VOTING POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,498,300*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%**
14 TYPE OF REPORTING PERSON*
HC; CO
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* First Fidelity directly owns 198,300 outstanding shares of Company Common
Stock. In addition, as previously reported, First Fidelity was granted an
option pursuant to the Option Agreement described in Item 4 of the
Original Schedule 13D (as defined below) to acquire 3,300,000 shares of
authorized but unissued shares of Common Stock which option has not yet
become exercisable. First Fidelity expressly disclaims beneficial
ownership of such option shares. See Item 5 of the Original Schedule 13D.
** Based upon the 16,683,931 shares reported by Baltimore Bancorp to be
outstanding as of March 21, 1994 plus the 3,300,000 shares obtainable by
First Fidelity upon the exercise of the stock option described in Item 4
of the Original Schedule 13D were such stock option presently exercisable.
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First Fidelity Bancorporation ("First Fidelity"), a New Jersey
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended, hereby amends and supplements its Schedule 13D,
originally filed on April 1, 1994 (the "Original Schedule 13D"), with respect
to its deemed beneficial ownership of 3,300,000 shares of Common Stock, par
value $5.00 per share (the "Common Stock"), of Baltimore Bancorp, a Maryland
corporation (the "Company"). Capitalized terms used herein but not otherwise
defined shall have the meanings given to such terms in the Original Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response set forth in Item 3 of the Original Schedule 13D is
hereby amended and supplemented by the following:
Between May 6, 1994 and May 19, 1994, First Fidelity used funds
derived from working capital to purchase 198,300 shares of Company Common
Stock, subject to settlement, in open market transactions at a total cost of
$3,883,375, as more fully described in Item 5 hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses set forth in Items 5(a)-(c) of the Original Schedule
13D are hereby amended and supplemented by the following:
Common Stock. Between May 6, 1994 and May 19, 1994, First Fidelity
acquired, subject to settlement, an aggregate of 198,300 outstanding shares of
Company Common Stock, which shares represent 1.19% of the currently outstanding
Common Stock and, when combined with the shares that may be purchasable upon
the exercise of the Option, 17.50% of the shares of Common Stock, giving effect
to such exercise of the Option. First Fidelity has sole power to vote and
dispose of such shares.
Set forth below is a summary of the transactions effected by First
Fidelity in shares of Common Stock during the period May 6, 1994 through May
19, 1994. Each of such transactions was a brokerage transaction effected in
the open market. There were no open market purchases of Company Common Stock
during the period March 22, 1994 through May 5, 1994.
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<TABLE>
<CAPTION>
Date Number of Shares Bought/Sold Price Paid
---- ---------------- ----------- ----------
<S> <C> <C> <C>
5/6 21,200 Bought $19.50
5/9 15,000 Bought $19.50
5/10 19,900 Bought $19.50
5/11 25,000 Bought $19.625
5/12 4,600 Bought $19.625
5/16 17,400 Bought $19.625
5/17 10,000 Bought $19.50
5/19 85,200 Bought $19.625
</TABLE>
To the best knowledge of First Fidelity, none of the persons listed
on Schedule I to the Original Schedule 13D have effected any transactions in
the Company Common Stock during the period March 22, 1994 through May 19, 1994.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: May 20, 1994
FIRST FIDELITY BANCORPORATION
By: /s/ JAMES L. MITCHELL
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Name: James L. Mitchell
Title: Executive Vice President,
General Counsel and
Secretary
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