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UNITED STATES ----------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 ----------------------
OMB Number: 3235-0145
SCHEDULE 13D Expires: October 31,
1994
Estimated average
burden hours per
form . . . . 14.90
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Greenwich Financial Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
39682910
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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)
January 31, 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 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).
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 the
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).
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SCHEDULE 13D
CUSIP NO. 396810 PAGE 1 OF 4 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 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0*
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%
14 TYPE OF REPORTING PERSON*
HC;CO
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*Beneficial ownership of 290,980 shares of Common Stock was reported
hereunder solely as a result of the Option Agreement described in Item 4.
As a result of the Merger, on January 31, 1994, between Greenwich Financial
Corporation and a wholly owned subsidiary of First Fidelity Bancorporation,
such Option Agreement was terminated and all of the Common Stock was
cancelled without such Option ever having been exercised.
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SCHEDULE 13D
CUSIP NO. 396810 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northeast Bancorp, Inc.
06-0888448
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0*
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%
14 TYPE OF REPORTING PERSON*
HC;CO
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*Beneficial ownership of 290,980 shares of Common Stock was reported
hereunder solely as a result of the Option Agreement described in Item 4.
As a result of the Merger, on January 31, 1994, between Greenwich Financial
Corporation and a wholly owned subsidiary of Northeast Bancorp Inc., such
Option Agreement was terminated and all of the Common Stock was cancelled
without such Option ever having been exercised.
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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 (the "BHCA"), and one of its wholly owned subsidiaries,
Northeast Bancorp, Inc. ("Northeast"), a Connecticut corporation registered as
a bank holding company under the BHCA, hereby amend and supplement their
Schedule 13D, originally filed on August 9, 1993 (the "Original 13D"), with
respect to their deemed beneficial ownership of shares of Common Stock, par
value $0.01 per share ("Common Stock") of Greenwich Financial Corporation
("GFC"), a Delaware corporation. Capitalized terms used herein but not
otherwise defined shall have the meanings given to such terms in the Original
Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The response set forth in Item 4 of the Original Schedule 13D is hereby
amended and supplemented by the following:
On January 31, 1994, upon satisfaction or waiver of all conditions specified
in the Merger Agreement, the Merger was consummated in accordance with the
terms of the Merger Agreement and each outstanding share of Common Stock was
converted into the right to receive $16.00 in cash without interest. In
connection with the Merger, the Option Agreement was terminated in accordance
with its terms. Neither the Company nor Northeast exercised any rights to
purchase Common Stock pursuant to the Option Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response set forth in Item 5 of the Original Schedule 13D is hereby
amended and supplemented by the following:
In connection with consummation of the Merger on January 31, 1994, the
Option was cancelled without having been exercised and the Option Agreement was
terminated. As a result of the Merger, all of the Common Stock was converted
into the right to receive Cash Consideration and GFC no longer is an
independent, publicly-traded company.
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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: March 28, 1994
FIRST FIDELITY BANCORPORATION
By: /s/ Wolfgang Schoellkopf
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Name: Wolfgang Schoellkopf
Title: Vice Chairman and
Chief Financial Officer
NORTHEAST BANCORP, INC.
By: /s/ Wolfgang Schoellkopf
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Name: Wolfgang Schoellkopf
Title: Vice Chairman and Treasurer
