UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
March 29, 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 |
| | | 18,435,663 ** |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 18,435,663 ** |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 18,435,663 ** |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
_
| | CERTAIN SHARES* | | |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 22.7%*** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Excludes 2,376,250 shares of Common Stock issuable upon exercise of
Warrants as further described in Item 5.
*** Represents 22.2% 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 (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 March 29, 1994, 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 18,435,663 shares of Common Stock,
representing approximately 22.7% of the outstanding Common
Stock (based on 78,847,791 shares of Common Stock
outstanding as of March 23, 1994, according to information
provided by the Company).
Upon the consummation of the Acquisition, the number
of Original Warrants held by Buyer was reduced to 2,376,250
(the "Remaining Warrants"). By its terms, each of the
Remaining Warrants is immediately exercisable. Each of the
Remaining Warrants has an exercise price of $25.50 per share
of Common Stock. 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 exercise of the Warrants, 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 18,435,663
shares of Common Stock.
(c) Except as otherwise disclosed herein, no
transactions in the shares of Common Stock have been
effected since January 28, 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: March 29, 1994
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
--------------------------------
Name: Gonzalo de Las Heras
Title: Director General
--------------------
ORIGINAL SCHEDULE 13D AND AMENDMENTS 1 THROUGH 4 FOLLOW
(ORIGINALLY FILED ON PAPER)
--------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST FIDELITY BANCORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
32019510
(CUSIP Number)
BANCO DE SANTANDER
SOCIEDAD ANONIMA DE CREDITO
(Name of Persons Filing Statement)
GONZALO DE LAS HERAS
BANCO DE SANTANDER, S.A. DE C.
375 Park Avenue
New York, NY 10152
Tel. No.: (212) 826-4350
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 18, 1991
(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: [X].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 32019510 | | Page 2 of 123 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | BANCO DE 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* |
| | 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 |
| | | 9,505,000** |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 9,505,000** |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,505,000** |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |x| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 13.7% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
** Excludes 9,505,000 shares of Common Stock issuable upon exercise of
Warrants as further described in Item 1.
Item 1. Security and Company.
The class of equity securities to which this
statement relates is the common stock, $1.00 par value per
share (the "Common Stock"), of First Fidelity
Bancorporation, a New Jersey corporation (the "Company").
The principal executive offices of the Company are located
at 1009 Lenox Drive, Lawrenceville, New Jersey, 08648-0980.
Item 2. Identity and Background.
The name of the person filing this statement is
Banco de Santander, S.A. de C., a Spanish banking
corporation ("Santander").
The address of the principal business and the
principal office of Santander is Paseo de Pereda, 9-12,
39004 Santander, Spain. The name, business address,
present principal occupation or employment, and citizenship
of each director and executive officer of Santander is set
forth on Schedule A.
Santander is engaged principally in commercial and
retail banking operations in Spain and other countries and
provides a comprehensive range of banking, financial and
related services. Santander's business, which is conducted
through 92 companies, 19 of which are banks, consists of
providing a full range of financial services to individuals,
businesses and public-sector institutions. Its principal
domestic banking activities are conducted through three of
Santander's four Spanish banks and include deposit taking,
lending and bill discounting, foreign exchange dealing and
money transfers. Other banking functions include dealing in
the Spanish equity and bond markets and providing custodial,
brokerage, investment advisory, investment management and
investment and merchant banking services.
During the last five years, neither Santander, nor
any other person controlling Santander nor, to the best of
its knowledge, any of the persons listed on Schedule A
attached hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Investment Agreement dated as of
March 18, 1991 (the "Investment Agreement") between the
Company and Santander attached hereto as Exhibit 1,
Santander will purchase from the Company in a private
placement 9,505,000 shares of Common Stock (the "Shares")
(with Preferred Share Purchase Rights (the "Rights")
attached), and warrants to purchase an additional 9,505,000
shares of Common Stock (the "Warrants," substantially in the
form of Exhibit A to the Investment Agreement).
The aggregate purchase price for the Shares and
the Warrants (the "Securities") will be $220,991,250, and
Santander currently expects such purchase to be funded
through internally generated funds.
Item 4. Purpose of Transaction.
Santander will acquire the Securities for
investment. Santander 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 shareholders, or otherwise. See Item 6 --
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company. Santander
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, Santander 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 Santander, any person controlling Santander, or to
the best its knowledge, any of the persons named in Schedule
A 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.
(a) Pursuant to the Investment Agreement,
Santander has the right to acquire the Shares (with Rights
attached) which, after issuance would represent
approximately 13.7% of the outstanding Common Stock (based
on 59,819,008 shares of Common Stock outstanding as of March
15, 1991, as represented by the Company in the Investment
Agreement).
Assuming complete exercise of the Warrants,
Santander would acquire an additional 9,505,000 shares of
Common Stock, whereupon Santander would beneficially own
approximately 24.1% of the outstanding Common Stock (based
on 59,819,008 shares outstanding as of March 15, 1991).
For a description of the right of Santander to acquire
additional securities of the Company upon the occurrence of
certain events (none of which has occurred), see Item 6 --
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company below.
The affirmative vote of a majority of the votes
cast by the holders of the Common Stock and the Series B
Convertible Preferred Stock, par value $1.00 per share (the
"Series B Preferred Stock"), voting together as a single
class, is required to approve the Investment Agreement and
the purchase of the Securities by Santander, provided that
the number of votes cast represents at least a majority of
the votes entitled to be cast in respect of the outstanding
shares of Common Stock and Series B Preferred Stock.
Approval of the Company's shareholder is required only under
the rules of the New York Stock Exchange, Inc. Certain
aspects of the purchase of the Securities by Santander must
be approved by the Board of Governors of the Federal Reserve
System under the Bank Holding Company Act of 1956 and other
regulatory authorities.
Pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, Santander expressly
disclaims, until it acquires the Securities pursuant to the
Investment Agreement, beneficial ownership of the
Securities.
Except as set forth in this Item 5(a), neither
Santander, nor any other person controlling Santander, nor,
to the best of its knowledge, any persons named in Schedule
A hereto, beneficially owns any shares of Common Stock.
(b) Upon consummation of the transactions
contemplated by the Investment Agreement, Santander will
have sole power to vote and to dispose of 9,505,000 shares
of Common Stock and the right to acquire in the first year
after closing up to 2,376,250 shares of Common Stock upon
exercise of the Warrants.
(c) No transactions in the shares of Common Stock
have been effected since January 17, 1991 by Santander, any
other person controlling Santander, or to the best of its
knowledge, any of the persons named in Schedule A.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company.
On March 18, 1991 the Company and Santander
entered into the Investment Agreement. The following
summary of certain terms of the Investment Agreement is
qualified in its entirety by reference to the copy of the
agreement attached hereto as Exhibit 1 and incorporated
herein by reference.
The Investment Agreement provides that, if, in
connection with certain acquisitions, mergers,
consolidations or other business combinations (an
"Acquisition") by the Company occurring prior to the fourth
anniversary of the issuance and delivery of the Securities
(other than the acquisition or incurrence, as the case may
be, in the ordinary course of business of loans,
receivables, investment securities, other similar types of
credit assets or deposits) directly resulting in (i) the
Company's total consolidated assets increasing by more than
$5 billion or (ii) the Company adding total consolidated
deposits of more than $5 billion (an "Acquisition Event"),
the Company issues additional shares of equity securities or
securities convertible into equity securities, Santander
will have the option (the "Acquisition Event Option") to
purchase from the Company an amount of identical equity
securities or convertible securities equal in value to those
issued in connection with the Acquisition Event. The limit
for all purchases pursuant to the Acquisition Event Option
is an aggregate of $100 million of new shares of equity
securities or of convertible securities, less an amount
equal to the value of any equity securities or convertible
securities which Santander declines to purchase pursuant to
the Acquisition Event Option. In such a transaction,
Santander's purchase price for the Common Stock would be
five percent below the market price of the Common Stock, but
not less than $17 per share or more than $30 per share, and
the conversion or exercise price of any convertible security
purchased by Santander would be five percent below the
conversion or exercise price of the securities issued in
connection with the Acquisition Event, but in no event would
such conversion or exercise price be less than $17.00 per
share or more than $30.00. The issue price of any
convertible debt security or debt security with associated
warrants would be its face amount, and the issue price of
any other convertible security would be its market price or,
if no market price is available, the price agreed upon
between the Company and Santander.
The Company has also agreed to grant to Santander
gross-up rights to purchase Common Stock or securities
convertible into Common Stock if the Company issues such
securities prior to the fourth anniversary of the
consummation of the issuance and delivery of the Securities
(the "Termination Date"). These gross-up rights will
survive until the Termination Date, regardless of
termination of the Investment Agreement. These rights will
enable Santander, at its option, to maintain its percentage
ownership of the Company's Common Stock if the Company
issues additional Common Stock or convertible securities.
Pursuant to the terms of the Investment Agreement,
Santander will have the right to require the Company to
register all shares of Common Stock owned by Santander for
sale to the public under the Securities Act of 1933. In
addition, Santander will have the right to participate in
registrations by the Company of its equity securities. The
minimum sale in a public offering by Santander pursuant to
the exercise of its registration rights will be 2,000,000
shares of Common Stock. The Company will pay the
registration expenses on behalf of Santander, including
certain related fees and expenses.
Additional Agreements of the Company
The Company has agreed that, until the Termination
Date or the earlier termination of the Investment Agreement
pursuant to its terms, Santander may request the Company to
include as nominees for the Company's Board of Directors
recommended for election by the shareholders, two
individuals designated by Santander. The nominees
designated by Santander must be qualified representatives of
Santander reasonably satisfactory to the Company's Board of
Directors. The Company has agreed to place at least one
director designated by Santander on each of the Executive,
Human Resources and Audit Committees of the Board of
Directors of the Company. In addition, Santander may send
one observer to attend meetings of the Board of Directors
and committees thereof. The Company has also agreed to
include a third person designated by Santander and meeting
the same qualifications as set forth above as a nominee for
the Company's Board of Directors at a later date if
appropriate. Santander has agreed that, upon termination of
the Investment Agreement, the Santander directors will
resign from the Board of Directors if requested to do so by
the Company. Upon acquisition of the Securities, the
Investment Agreement provides that the Board of Directors
will promptly expand the size of the Company's Board of
Directors by two and will act to appoint the two individuals
designated by Santander as directors with terms expiring at
the next annual meeting of the Company's shareholders. As
of the date hereof, the persons who will be designated by
Santander have not been determined.
The Company has agreed that, prior to the first
anniversary of the date of delivery of the Securities to
Santander under the Investment Agreement, it will not enter
into an agreement or agreement in principle relating to an
Acquisition Event, unless unanimously approved by the
Executive Committee of the Board of Directors (which will
include a representative of Santander). On or after the
first anniversary of the issuance of the Securities, if, in
connection with an Acquisition Event involving the issuance
of equity securities, Santander's representative on the
Executive Committee votes against approval of such
Acquisition, but a majority of the members of the Executive
Committee vote in favor of the Acquisition, then the Company
may proceed with the Acquisition but Santander will have the
right to require the Company to arrange for the sale of the
voting securities and securities convertible into voting
securities ("Restricted Securities") held by Santander and
its affiliates within 120 days following the date the
transaction was approved by the Executive Committee (the
"Meeting Date"). During that 120-day period, Santander and
its affiliates must sell or otherwise dispose of their
Restricted Securities as, when and to whom and at the price
directed by the Company. On the tenth business day
following the sale of all of Santander's and its affiliates'
Restricted Securities, (i) the Company will pay to Santander
an amount equal to the positive amount, if any, obtained by
subtracting the actual sale price for each share of Common
Stock of the Company sold by Santander from the price (the
"Reference Price") equal to the average of the daily closing
prices of the Common Stock for the 15 consecutive trading
days ending on the day prior to the Meeting Date, (ii)
Santander will pay to the Company an amount equal to the
positive amount, if any, obtained by subtracting the
Reference Price from the actual sale price for each share of
Common Stock of the Company sold by Santander and its
affiliates, (iii) the Company shall pay to Santander
interest accruing from the 31st day after the Meeting Date
through the 120th day following the Meeting Date, calculated
based on the rate then applicable to three-month United
States Treasury bills on an amount equal to the Reference
Price multiplied by the number of shares of Common Stock
owned by Santander and its affiliates which, as of each such
date, have not been sold pursuant to these provisions and
(iv) Santander shall pay to the Company an amount equal to
the amount of dividends paid to Santander and its affiliates
during the period from and including the 31st day after the
Meeting Date through the 120th day following the Meeting
Date on shares of Common Stock of the Company owned by
Santander and its affiliates. All Warrants shall
immediately be canceled as of the opening of business on the
Meeting Date. On the tenth business day following the
Meeting Date the Company shall make a payment to Santander
based on the amount obtained by subtracting the Exercise
Price per share of the Warrants from the greater of the
Reference Price and $30. The foregoing provisions do not
apply to any Restricted Securities acquired by Santander or
its affiliates after the Meeting Date.
Agreements of Santander
Santander has agreed that, until the Termination
Date or the earlier termination of the Investment Agreement,
it will not, and will not permit its affiliates to, purchase
or otherwise acquire, directly or indirectly, or agree or
offer to purchase or otherwise acquire any Restricted
Securities, if after giving effect thereto Santander and its
affiliates, in the aggregate, would beneficially own
Restricted Securities on a fully-exercised basis
representing 25% or more of the Company's outstanding voting
securities; provided that if all necessary regulatory
approvals have been obtained Santander shall not be deemed
to have violated the foregoing limitation if (i) Santander
and its affiliates own Restricted Securities on a fully
exercised basis representing 25% or more of the Company's
voting securities as a result of a recapitalization of the
Company, a repurchase of securities by the Company or any
other action taken by the Company (other than the issuance
of any securities pursuant to the Investment Agreement or
the Warrants) or (ii) Santander and its affiliates own
Restricted Securities on a fully exercised basis
representing not more than 30% of the Company's voting
securities.
If Santander is prohibited by the foregoing
ownership limitation from purchasing any shares of Common
Stock because of its ownership of the Warrants, Santander
may nonetheless purchase shares of Common Stock provided
that the number of shares purchasable pursuant to the
Warrants shall be reduced by the number of shares of Common
Stock purchased by Santander.
Santander has agreed that, prior to the
Termination Date, it will not sell any Restricted Securities
except under certain conditions. Santander may not sell any
Restricted Securities for one year after the issuance of the
Securities by the Company to Santander. After one year,
Santander may sell its Restricted Securities subject to the
limitations described below (i) to an 80 percent-owned
affiliate if such affiliate agrees to be bound by the
Investment Agreement, so long as such affiliate is located
in a country reasonably acceptable to the Company (which
would include the United States, Switzerland and certain
members of the European Economic Community) and has
necessary regulatory approvals to acquire and hold such
Restricted Securities; (ii) an amount of the Common Stock
representing not more than two percent of the voting power
of the Company's outstanding securities, on a
fully-exercised basis, to any person who would, after giving
effect to such sale, own five percent or less of the voting
power of the Company's outstanding voting securities; (iii)
in a registered public offering, including pursuant to
Santander's registration rights (with Santander and its
underwriters using their best efforts to ensure that no
person acquires more than two percent of the voting power of
the Company's outstanding securities or owns after the
offering more than five percent of the total voting power of
the Company's outstanding voting securities); (iv) pursuant
to Rule 144 under the Securities Act of 1933, with any such
sale being subject to the volume and manner of sale
limitations of that Rule whether or not technically
applicable; (v) into a self-tender offer or open market
purchase by the Company or any tender offer not opposed by
the Company's Board of Directors; or (vi) as a bona fide
pledge to a financial institution. Santander has agreed to
limit sales of Restricted Securities pursuant to the
foregoing provisions during any consecutive 12-month period
to up to 10 percent of the Common Stock of the Company on a
fully-diluted basis. If Santander sells more than 2,505,000
shares of Common Stock acquired pursuant to the Investment
Agreement, as described in clauses (ii), (iii) or (iv)
above, it will not be permitted to exercise the Acquisition
Event Option. Prior to a financial institution foreclosing
on the pledge of any of the Securities, it must agree to be
bound by terms of the Investment Agreement described herein
for a period of four years from the date it forecloses on
the pledge. The Company will have a right of first refusal
for any proposed sales by Santander pursuant to (ii), (iii)
or (iv) above. The restrictions on sales described above
would terminate upon (a) entry of any judgment against the
Company or any of its subsidiaries for money damages
exceeding 25% of the Company's common equity as of the end
of the most recent fiscal quarter or (b) net income of the
Company at the close of any fiscal quarter for the preceding
12 months being less than $125 million (which amount may be
adjusted under certain circumstances).
Santander has agreed that, prior to the
Termination Date or earlier termination of the Investment
Agreement, it will not, and will not permit its affiliates
to: make, or take any action to solicit, initiate or
encourage, an Acquisition Proposal (as defined in the
Investment Agreement) or any proposal relating to any merger
where (i) the then current chief executive officer of the
Company remains as the sole chief executive officer of the
surviving public corporation with a substantially similar
role and responsibilities and (ii) the Company's
stockholders beneficially own at least 45% of the surviving
corporation's common equity (a "Surviving Company Merger");
provided that if the Company has entered into a definitive
agreement or agreement in principle with respect to a merger
or consolidation of the Company, the sale of all or
substantially all of the Company's assets or other similar
transaction involving the Company (other than any such
transaction where the then current Chief Executive Officer
of the Company continues as the sole Chief Executive Officer
of the surviving public corporation with a substantially
similar role and responsibility and stockholders of the
Company own at least 45% of the surviving public
corporation's common stock) Santander shall have the right
to make a proposal to the Company's Board of Directors to
acquire the Company; and provided further that if any person
has commenced a tender or exchange offer for all the
outstanding shares of Common Stock of the Company or has
otherwise made a bona fide Acquisition Proposal and either
(1) any law or regulation shall have been enacted or
promulgated or any judicial decision shall have been
rendered and not immediately stayed invalidating the Rights
Agreement dated as of August 17, 1989, as amended (the
"Rights Agreement") between the Company and First Fidelity
Bank, N.A., New Jersey, as Rights Agent, or causing the
redemption of the Rights or (2) the Rights have been
otherwise redeemed, then in such event Santander shall have
the right to make a proposal to the Company's Board of
Directors to acquire the Company, such proposal to be on
terms more favorable than the Acquisition Proposal made by
such person; and provided further that if any person has
commenced a tender or exchange offer for all the outstanding
shares of Common Stock of the Company or has otherwise made
a bona fide Acquisition Proposal and a proceeding has been
brought challenging the validity of the Rights Agreement (or
any successor rights plan) or seeking the redemption of the
Rights, then in such event Santander shall have the right to
indicate to the Board of Directors of the Company that it is
prepared to make a proposal on terms more favorable than the
Acquisition Proposal made by such person. The Company has
agreed that, following receipt by the Company of any
Acquisition Proposal, it will not enter into a definitive
agreement or agreement in principle relating to the
Acquisition Proposal until at least 30 days after delivering
notice in writing to Santander of its intention to do so.
Upon delivery by the Company of such notice, Buyer will
cease to be subject to the provisions described in this
paragraph. The Company has also agreed not to redeem the
Rights (or any rights issued under a subsequent rights plan
of the Company) without 6 months' prior notice to Santander
of such redemption. Upon delivery by the Company of such
notice, Santander will cease to be subject to the provisions
described in this paragraph. If Santander has made an
offer to acquire the Company on terms more favorable than
the terms of the Acquisition Proposal made by any person and
at the end of such 6 month period all regulatory approvals
necessary for Santander to acquire the Company pursuant to
such offer have not become effective, the Company has agreed
not to redeem the Rights (or any subsequent Rights) for a
period ending on the earliest of (i) nine months after the
date of notice to Santander of the Company's intention to
redeem the Rights and (ii) the date on which Santander can
consummate its offer to acquire the Company.
Santander has agreed that, prior to the
Termination Date or earlier termination of the Investment
Agreement, it will not, and will not permit its affiliates
to, solicit or become a participant, directly or indirectly,
in any solicitation of, proxies from any holder of the
Company's voting securities, seek to advise, encourage or
influence any person or entity with respect to the voting of
any voting securities of the Company, or grant proxies
(except as recommended by the Board of Directors of the
Company) with respect to any Restricted Securities or
deposit any Restricted Securities into a voting trust.
Santander has agreed that, prior to the
Termination Date or earlier termination of the Investment
Agreement, it will vote its shares of Common Stock (i) for
nominees to the Board of Directors of the Company who have
been recommended by the Company's Board of Directors and
(ii) on all other matters submitted to the holders of the
Company's voting securities, either in accordance with the
recommendations of the Company's Board of Directors or in
proportion to the votes cast by the other holders of the
Company's voting securities (excluding, at Santander's
option, any votes cast by any person known to the Company
that beneficially owns voting securities representing at
least 10% of the Company's outstanding voting securities);
provided that with respect to any Acquisition Proposal
submitted to the vote of the Company's stockholders and
opposed by a majority of the Directors of the Company other
than Directors designated by Santander, Santander shall vote
and cause to be voted all voting securities owned by it
against such Acquisition Proposal; and provided further that
with respect to any Acquisition Proposal submitted to the
vote of the Company's stockholders and recommended by a
majority of the Directors of the Company other than
Directors designated by Santander, Santander may vote
without restriction all voting securities of the Company
beneficially owned by it. Santander has agreed to cause
all voting securities owned by it to be represented, in
person or by proxy, at all meetings of holders of voting
securities of which Santander has actual notice, so that
such voting securities may be counted for the purpose of
determining the presence of a quorum at such meetings.
Santander has agreed to use its best efforts to
take all actions necessary or appropriate to procure any
action, by or in respect of, or to make any filing with, any
governmental body, agency, official or authority required to
permit the Company or any of its affiliates, directly or
indirectly, to acquire any person or the assets thereof (or
to assume the liabilities thereof) or to permit the Company
or any of its affiliates to engage in any legally
permissible activity to the extent that the Company or its
affiliate shall have determined to do so as notified by the
Company to Santander. The Company has agreed to reimburse
Santander for all of its incremental out-of-pocket expenses
directly incurred in connection with its compliance with
this provision and to indemnify Santander for all liability
incurred or suffered by Santander or any of its affiliates
directly in connection with Santander's compliance with this
provisions of this paragraph.
The Warrants
The Warrants give Santander the right to purchase
9,505,000 shares of the Company's Common Stock prior to the
Termination Date. The exercise price is $25.50 per share of
Common Stock.
The Warrants are exercisable for 2,376,250 shares
of Common Stock in each successive 12-month period after the
date of issue of the Warrants. Any Warrants not exercised
during any such 12-month period may only be exercised on the
Termination Date. Notwithstanding the foregoing, (i) upon
occurrence of an Acquisition Event, (ii) if one year after
the date of issue of the Warrants the Company enters into
any agreement or agreement in principle relating to an
Acquisition Event that the representative of Santander on
the Executive Committee voted against or (iii) if any person
has commenced a tender or exchange offer for all the
outstanding shares of Common Stock of the Company or has
otherwise made a bona fide Acquisition Proposal (as such
term is defined in the Investment Agreement), then in each
case, the right to exercise all the Warrants shall
immediately vest.
Upon any market purchases by Santander of the
Company's Common Stock at prices equal to or less than 95
percent of the exercise price of the Warrants, there will be
a corresponding reduction in the number of shares
purchasable pursuant to the Warrants.
Termination of the Investment Agreement
The Investment Agreement will terminate upon
either the Company or Santander giving notice to the other
as a result of the occurrence of any of the following:
(i) by mutual written agreement of the Company
and Santander;
(ii) if the closing shall not have been
consummated on or before December 31, 1991;
(iii) prior to closing if after the date of the
Investment Agreement there shall be any law or
regulation enacted or promulgated that makes
consummation of the transactions contemplated by the
Investment Agreement illegal or otherwise prohibited or
if consummation of the transactions contemplated by the
Investment Agreement would violate any nonappealable
final order, decree or judgment of any court or
governmental body having competent jurisdiction;
(iv) if final action has been taken by a
regulatory authority whose approval is required in
connection with the transactions contemplated by the
Investment Agreement including the acquisition of the
Warrants (and the exercise of up to 25% of the
Warrants) which final action is in connection with such
approval and (x) does not approve the transactions
contemplated by the Investment Agreement including the
acquisition of the Warrants (and the exercise of up to
25% of the Warrants), or (y) imposes any condition on
Santander or any of its affiliates, which is unduly
burdensome, or includes any condition in any regulatory
approval which would have a material adverse effect on
the business, assets, financial condition or results of
operations of the Company and its subsidiaries, taken
as a whole (a "Material Adverse Effect"), or (z)
imposes any condition on the Company or any of its
affiliates, which is unduly burdensome, or includes any
condition in any regulatory approval which would have a
Material Adverse Effect;
(v) the fourth anniversary of the issuance of the
Securities; or
(vi) Santander and its affiliates shall beneficially
own Restricted Securities representing on a
fully-exercised basis less than 5% of the total voting
power of the Company.
The Investment Agreement may be terminated by
Santander upon the occurrence of any of the following:
(i) any person (other than Santander or its
affiliates) shall have acquired beneficial ownership of
voting securities representing more than 20% of total
voting power of the Company other than as a result of
any transfer by Santander or its affiliates to such
person;
(ii) the Company fails to nominate for election or
appoint to the Company's Board of Directors the persons
designated by Santander as required by the Investment
Agreement;
(iii) the Board of Directors of the Company approves
or the Company enters into a definitive agreement or
agreement in principle for the merger, consolidation or
sale of all or substantially all of the assets of the
Company, other than a Surviving Company Merger;
(iv) the members of the Board of Directors of the
Company who hold such office on the date of the
Investment Agreement (or their successors who are
recommended for election by a majority of such members
or such successors) cease to constitute a majority of
the Board of Directors of the Company or the persons
designated by Santander pursuant to the Investment
Agreement are not elected Directors of the Company at
any meeting of the Company's stockholders called for
such purpose;
(v) Anthony P. Terracciano resigns or otherwise
ceases to act as chief executive officer of the
Company, unless a new chief executive officer
reasonably acceptable to Santander is appointed by the
Board of Directors of the Company within three months
of such resignation or cessation;
(vi) both Peter C. Palmieri and Wolfgang
Schoellkopf resign or otherwise cease to act as chief
credit officer and chief financial officer of the
Company, unless either a new chief credit officer or
chief financial officer, as the case may be, acceptable
to the chief executive officer of the Company is
appointed within three months of such resignation or
cessation;
(vii) Net Income of the Company at the close of any
fiscal year is less than $125,000,000 (the "Base
Amount"). "Net Income" means net income of the Company
excluding (1) extraordinary items, (2) losses incurred
in connection with requests or directions of the Office
of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System or any other
applicable regulatory authority applicable to a
majority of major United States banks or bank holding
companies or incurred in actions similar to those taken
by a majority of major United States banks,
(3) increases in taxes after January 1, 1991 and (4)
any increases in FDIC deposit insurance assessments
above the rate of .195% of total domestic deposits,
including, without limitation, any surcharge, fee or
other method of increasing the total amount paid by the
Company's subsidiary banks to the FDIC; provided that
in no event shall Net Income (calculated without regard
to these adjustments) be negative. If the consumer
price index increases at a rate in excess of 10% in any
given calendar year, the Base Amount will be increased
by such percentage rate, with any subsequent
adjustments made to the adjusted Base Amount;
(viii) at the close of any fiscal quarter of the
Company, Non-Performing Assets ("NPA") exceed 7.0% of
Total Loans plus Other Real Estate Owned ("OREO").
"NPA" means non-accruing loans, restructured loans,
OREO and the aggregate amount of any charge-offs made
in the previous twelve month period in excess of
$250,000,000. If the total assets set forth on the
Company's consolidated statement of condition decrease
below $29,110,344,000 in any given year, Total Loans
will be $18,530,304,000, unless Total Loans is less
than $15,750,758,000, in which case Total Loans will be
Total Loans as of the end of the most recent fiscal
year;
(ix) the Company's public auditors issue (1) a
qualified opinion as a result of departures from
generally accepted accounting principles ("GAAP") or
scope limitations; (2) a disclaimer of opinion due to
material uncertainties including, without limitation,
going concern value; or (3) an adverse opinion as a
result of pervasive departures from GAAP; or
(x) at the close of any fiscal quarter, the
Company's Tier I leverage ratio is less than 3%.
A copy of the Investment Agreement is attached
hereto as Exhibit 1 and incorporated herein by reference.
Except for the Investment Agreement as described
above, to the best knowledge of Santander, there are no
contracts, arrangements, understandings or relationships
(legal or otherwise) between the persons enumerated in Item
2, and any other person, with respect to any securities of
the Company, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Investment Agreement dated as of March 18,
1991 between the Company and Santander
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: March 27, 1991
BANCO DE SANTANDER, S.A. DE C.
By: /s/ Juan Rodriguez Inciarte
---------------------------
Executive Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIRST FIDELITY BANCORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
32019510
(CUSIP Number)
BANCO DE SANTANDER
SOCIEDAD ANONIMA DE CREDITO
(Name of Persons Filing Statement)
GONZALO DE LAS HERAS
BANCO DE SANTANDER, S.A. DE C.
375 Park Avenue
New York, NY 10152
Tel. No.: (212) 826-4350
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 27, 1991
(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 4 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | BANCO DE 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* |
| | 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 |
| | | 9,505,000** |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 9,505,000** |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 9,505,000** |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |x| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 13.7% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
** Excludes 9,505,000 shares of Common Stock issuable upon exercise of
Warrants as further described in Item 1.
Banco de Santander, S.A. de C., a Spanish banking
corporation ("Buyer") hereby amends and supplements its
Report on Schedule 13D, originally filed on March 27, 1991
(the "Schedule 13D") with respect to the purchase of shares
of common stock, $1.00 par value (the "Shares") of First
Fidelity Bancorporation, a New Jersey corporation (the
"Company").
Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned
to such term 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:
Pursuant to the Investment Agreement dated as of
March 18, 1991 (the "Investment Agreement") between the
Company and Buyer, on December 27, 1991 Buyer acquired from
the Company in a private placement 9,505,000 shares of
Common Stock (the "Shares") (with Preferred Share Purchase
Rights attached), and warrants (substantially in the form of
Exhibit A to the Investment Agreement) to purchase an
additional 9,505,000 shares of Common Stock, for the
aggregate purchase price of $220,991,250.
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: December 27, 1991
BANCO DE SANTANDER, S.A. DE C.
By: /s/ Juan Rodriguez Inciarte
---------------------------
Title: General Manager-Retail Banking
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FIRST FIDELITY BANCORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
32019510
(CUSIP Number)
BANCO DE SANTANDER
SOCIEDAD ANONIMA DE CREDITO
(Name of Persons Filing Statement)
GONZALO DE LAS HERAS
BANCO DE SANTANDER, S.A. DE C.
375 Park Avenue
New York, NY 10152
Tel. No.: (212) 826-4350
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 5, 1992
(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 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 |
| | | 11,881,250** |
| NUMBER OF |____|_________________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_________________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 11,881,250** |
| PERSON |____|_________________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_________________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 11,881,250** |
|____|______________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |x| |
|____|______________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 16.1% |
|____|______________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|______________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Excludes 7,128,750 shares of Common Stock issuable upon exercise
of Warrants as further described in Item 1.
Banco de Santander, S.A. de C., 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 (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 October 5, 1992, 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 has 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 11,881,250 shares of Common Stock, representing approximately 16.1%
of the outstanding Common Stock (based on 71,274,154 shares of Common Stock
outstanding as of September 30, 1992, according to information provided by
the Company).
Upon consummation of the Acquisition, the number of Original
Warrants held by Buyer was reduced to 7,128,750 (the "Remaining Warrants").
Assuming exercise in full of the Remaining Warrants, Buyer would acquire an
additional 7,128,750 shares of Common Stock, whereupon Buyer would
beneficially own 19,010,000 shares of Common Stock, or approximately 23.5%
of the outstanding Common Stock (based on 71,274,154 shares of Common Stock
outstanding as of September 30, 1992). Pursuant to the terms of the
Remaining Warrants, upon consummation of the Acquisition, Buyer had the
right to exercise 2,376,250 Remaining Warrants in each successive 12 month
period after December 27, 1992.
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 11,881,250 shares of Common Stock.
(c) No transactions in the shares of Common Stock have been
effected since August 6, 1992 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: October 5, 1992
BANCO DE SANTANDER, S.A. DE C.
By: /s/ Gonzalo de Las Heras
------------------------------
Name: Gonzalo de Las Heras
Title: Director General
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
May 4, 1993
(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 8 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 |
| | | 15,040,284 ** |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 15,040,284 ** |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 15,040,284 ** |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |x| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 19.2% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Excludes 4,752,500 shares of Common Stock issuable upon exercise of
Warrants as further described in Item 1.
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 and Amendment No. 2 filed
on October 6, 1992 (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 May 4, 1993, Buyer acquired from the Company
(the "Acquisition") (i) 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
and (ii) 782,784 shares of Common Stock (with Rights
attached) pursuant to Buyer's exercise of its Acquisition
Event rights (the "Acquisition Event Rights") in connection
with the Company's issuance of Common Stock in the
acquisition of Northeast Bancorp, Inc. (the "Northeast
Acquisition") pursuant to Section 2.03(a) of the Investment
Agreement dated as of March 18, 1991 (the "Investment
Agreement") between the Company and Buyer. 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. In such private placement,
Buyer also acquired pursuant to the Investment Agreement
9,505,000 shares of Common Stock (with Rights attached).
The Acquisition Event Rights first became exercisable in
connection with the Northeast Acquisition because that
acquisition gave rise to an "Acquisition Event" within the
meaning of the Investment Agreement. Under the terms of the
Investment Agreement, the dollar value of securities
acquired through the exercise of Acquisition Event Rights
may not exceed $100,000,000 in the aggregate.
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 has 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. The price of each share of Common Stock acquired
by Buyer pursuant to Section 2.03(a) of the Investment
Agreement was $30.00. In payment of the purchase price of
such shares, Buyer paid the Company an aggregate of
$23,483,520 in cash. Buyer funded such purchases 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 15,040,284 shares of Common Stock,
representing approximately 19.2% of the outstanding Common
Stock (based on 74,505,080 shares of Common Stock
outstanding as of May 3, 1993, according to information
provided by the Company).
Upon consummation of the Acquisition, the number
of Original Warrants held by Buyer was reduced to 4,752,500
(the "Remaining Warrants"). Pursuant to the terms of the
Remaining Warrants, upon consummation of the Acquisition,
Buyer had the right to exercise 4,752,500 Remaining
Warrants. Buyer has received regulatory approval to acquire
up to 24.9% of the Company Common Stock through exercise of
the Warrants, open market purchases or otherwise; unless
further extended by the Board of Governors of the Federal
Reserve System, this approval expires on November 25, 1993.
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 15,040,284
shares of Common Stock.
(c) No transactions in the shares of Common Stock
have been effected since March 5, 1993 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: May 4, 1993
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
---------------------------
Name: Gonzalo de Las Heras
Title: Director General
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
August 13, 1993
(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 9 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 |
| | | 16,059,413 ** |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 16,059,413 ** |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 16,059,413 ** |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |x| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 20.1% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Excludes 4,752,500 shares of Common Stock issuable upon exercise of
Warrants as further described in Item 5.
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 and Amendment No. 3 filed on May 5, 1993 (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 May 26, 1993, Buyer acquired from the Company
125,144 shares of Common Stock (with Preferred Share
Purchase Rights ("Rights") attached) pursuant to Buyer's
exercise of its Acquisition Event rights (the "Northeast
Acquisition Event Rights") in connection with the Company's
issuance of Common Stock in the acquisition of Northeast
Bancorp, Inc. (the "Northeast Acquisition") pursuant to
Section 2.03(a) of the Investment Agreement dated as of
March 18, 1991 (the "Investment Agreement") between the
Company and Buyer. The Northeast Acquisition Event Rights
became exercisable in connection with the Northeast
Acquisition because that acquisition constituted part of an
"Acquisition Event" within the meaning of the Investment
Agreement. On August 13, 1993, Buyer acquired from the
Company an additional 29 shares of Common Stock (with Rights
attached) pursuant to the Northeast Acquisition Event
Rights. On August 13, 1993, Buyer acquired from the Company
893,956 shares of Common Stock (with Rights attached)
pursuant to Buyer's exercise of its Acquisition Event rights
(the "Village Acquisition Event Rights") in connection with
the Company's issuance of Common Stock in the acquisition of
Village Financial Services, Ltd. (the "Village Acquisition")
pursuant to Section 2.03(a) of the Investment Agreement.
The May 26, 1993 and August 13, 1993 purchases of shares of
Common Stock (with Rights attached) of the Company by Buyer
are collectively referred to as the "Acquisitions." The
Village Acquisition Event Rights became exercisable in
connection with the Village Acquisition because that
acquisition constituted part of an "Acquisition Event"
within the meaning of the Investment Agreement. Under the
terms of the Investment Agreement, the dollar value of
securities acquired through the exercise of Acquisition
Event Rights may not exceed $100,000,000 in the aggregate.
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:
The price of each share of Common Stock acquired
by Buyer pursuant to the Acquisitions (the "Shares") was
$30.00. In payment of the purchase price of such shares,
Buyer paid the Company an aggregate of $30,573,870 in cash,
which included $3,754,320 on May 26, 1993 and $26,819,550 on
August 13, 1993. Buyer funded such purchases 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 Acquisitions, Buyer
beneficially owned 16,059,413 shares of Common Stock,
representing approximately 20.1% of the outstanding Common
Stock (based on 78,254,274 shares of Common Stock
outstanding as of July 31, 1993, according to information
provided by the Company).
Buyer acquired 9,505,000 warrants to purchase
Common Stock ("Warrants") from the Company on December 27,
1991 in a private placement pursuant to the Investment
Agreement. In such private placement, Buyer also acquired
pursuant to the Investment Agreement 9,505,000 shares of
Common Stock (with Rights attached). Buyer retains
4,752,500 Warrants (the "Remaining Warrants"). Each of the
Remaining Warrants has an exercise price of $25.50 per share
of Common Stock. Buyer has received regulatory approval to
acquire up to 24.9% of the Company Common Stock through
exercise of the Warrants, open market purchases or
otherwise; unless further extended by the Board of Governors
of the Federal Reserve System, this approval expires on
November 25, 1993.
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 16,059,413
shares of Common Stock.
(c) No transactions in the shares of Common Stock
have been effected since June 14, 1993 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: August 13, 1993
BANCO SANTANDER, S.A.
By: /s/ Carlos Garcia de Juana
--------------------------
Name: Carlos Garcia de Juana
Title: Senior Vice President
and General Manager
