UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
FIRST FIDELITY BANCORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
32019510
(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)
June 14, 1994
(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. 32019510 | | Page 2 of 7 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | BANCO SANTANDER, S.A. |
| | (formerly BANCO DE SANTANDER, S.A. DE C.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 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 |
| | Kingdom of Spain |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 20,811,913 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 20,811,913 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 20,811,913 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* | | |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 25.4%** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Represents 24.8% of total voting stock of Issuer, First Fidelity
Bancorporation.
Banco Santander, S.A., a Spanish banking
corporation ("Buyer"), hereby amends and supplements its
Schedule 13D, originally filed on March 27, 1991 (the
"Original 13D"), as amended and supplemented by Amendment
No. 1 filed on December 31, 1991, Amendment No. 2 filed on
October 6, 1992, Amendment No. 3 filed on May 5, 1993 and
Amendment No. 4 filed on August 16, 1993 and Amendment No. 5
filed on March 30, 1994 (as so amended and supplemented, the
"Schedule 13D"), with respect to the purchase of shares of
common stock, par value $1.00 per share ("Common Stock"), of
First Fidelity Bancorporation, a New Jersey corporation (the
"Company"). Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Schedule
13D.
Item 1. Security and Company.
The response set forth in Item 1 of the Schedule
13D is hereby amended and supplemented by the following
information:
On June 14, 1994, Buyer acquired from the Company
(the "Acquisition") 2,376,250 shares of Common Stock (with
Preferred Share Purchase Rights ("Rights") attached)
(collectively, the "Shares") upon exercise of 2,376,250
Warrants (the "Exercised Warrants") to purchase Common
Stock. The Exercised Warrants represent one-quarter of the
9,505,000 Warrants (the "Original Warrants") that Buyer
acquired from the Company on December 27, 1991 in a private
placement pursuant to the Investment Agreement dated as of
March 18, 1991 (the "Investment Agreement") between the
Company and Buyer. In such private placement, Buyer also
acquired pursuant to the Investment Agreement 9,505,000
shares of Common Stock (with Rights attached).
Item 3. Source and Amount of Funds or Other
Consideration.
The response set forth in Item 3 of the Schedule
13D is hereby amended and supplemented by the following
information:
Each of the Original Warrants had an exercise
price of $25.50 per share of Common Stock. In payment of
the exercise price of the Exercised Warrants (the "Exercise
Price"), Buyer paid the Company an aggregate of $60,594,375
in cash, and Buyer funded such Exercise Price through
internally generated funds.
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:
Buyer acquired the Shares for investment. Buyer
has agreed in the Investment Agreement to a number of
restrictions on its actions including restrictions on its
ability to acquire additional shares of Common Stock and
other securities of the Company and to vote its shares of
Common Stock and take other actions as a shareholder, or
otherwise. Buyer intends to review from time to time the
Company's business affairs and financial position. Based on
such evaluation and review, as well as general economic and
industry conditions existing at the time, Buyer may consider
from time to time alternative courses of action as permitted
by the Investment Agreement. Subject to the terms of the
Investment Agreement and subject to receipt of all necessary
regulatory approvals, such actions may include the
acquisition of additional Common Stock through open market
purchases, privately negotiated transactions, tender offer,
exchange offer or otherwise. Alternatively, and subject to
the terms of the Investment Agreement, such actions may
involve the sale of all or a portion of the Shares in the
open market, in privately negotiated transactions, through a
public offering or otherwise. Except as set forth above,
none of Buyer, any person controlling Buyer, or to the best
its knowledge, any of the persons named in Schedule A to the
Original 13D, has any plan or proposals which relate to or
would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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) Upon consummation of the Acquisition, Buyer
beneficially owned 20,811,913 shares of Common Stock,
representing approximately 25.4% of the outstanding Common
Stock (based on 79,533,827 shares of Common Stock
outstanding (excluding treasury stock) as of June 7, 1994,
adjusted to give pro forma effect to the issuance of the
Shares to Buyer, according to information provided by the
Company).
Upon the consummation of the Acquisition, the number
of Original Warrants held by Buyer was reduced to 0. Buyer
has received regulatory approval to acquire securities
representing up to 24.9% of the total voting power of the
Company's then outstanding securities on a fully diluted
basis through open market purchases or otherwise; unless
further extended by the Board of Governors of the Federal
Reserve System, this approval expires on November 25, 1994.
Except as set forth in this Item 5(a), neither
Buyer, nor any other person controlling Buyer, nor, to the
best of its knowledge, any of the persons named in Schedule
A to the Original 13D, beneficially owns any shares of
Common Stock.
(b) Upon consummation of the Acquisition, Buyer
had the sole power to vote and to dispose of 20,811,913
shares of Common Stock.
(c) Except as otherwise disclosed herein, no
transactions in the shares of Common Stock have been
effected since April 15, 1994 by Buyer, any other person
controlling Buyer, or to the best of its knowledge, any of
the persons named in Schedule A to the Original 13D.
(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: June 14, 1994
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
_______________________________
Name: Gonzalo de Las Heras
Title: Director General
