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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
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 30, 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
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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
3,652,300*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,652,300*
WITH
10 SHARED VOTING POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,652,300*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.28%**
14 TYPE OF REPORTING PERSON*
HC; CO
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* First Fidelity directly owns 352,300 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 further 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 further amended and supplemented by the following:
Between May 20, 1994 and June 30, 1994, First Fidelity used
funds derived from working capital to purchase 154,000 additional shares of
Company Common Stock, subject to settlement, in open market transactions at a
total cost of $3,049,863, 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 further amended and supplemented by the following:
Common Stock. Between May 20, 1994 and June 30, 1994, First
Fidelity acquired, subject to settlement, an aggregate of 154,000 additional
outstanding shares of Company Common Stock, which shares, when considered
together with the 198,300 shares of Company Common Stock acquired by First
Fidelity between May 6, 1994 and May 19, 1994 (as reflected in Amendment No. 1
to First Fidelity's Schedule 13D filed on May 20, 1994), represent 2.11% of the
currently outstanding Common Stock and, when combined with the shares that may
be purchasable upon the exercise of the Option, 18.28% 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 additional shares.
Set forth below is a summary of the transactions effected by
First Fidelity in shares of Common Stock during the period May 20, 1994 through
June 30, 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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Date Number of Shares Bought/Sold Price Paid
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5/20 14,000 Bought $19.625
6/9 13,000 Bought $19.75
6/10 14,200 Bought $19.75
6/13 10,800 Bought $19.75
6/13 1,200 Bought $19.625
6/14 1,200 Bought $19.625
6/15 1,800 Bought $19.625
6/15 3,000 Bought $19.75
6/16 300 Bought $19.625
6/16 5,000 Bought $19.75
6/17 2,100 Bought $19.75
6/21 2,000 Bought $19.75
6/22 1,100 Bought $19.875
6/23 16,200 Bought $19.875
6/24 25,500 Bought $19.875
6/28 12,500 Bought $19.875
6/29 3,600 Bought $19.875
6/30 26,500 Bought $19.875
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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 May 20, 1994 through
June 30, 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: July 1, 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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