FIRST FIDELITY BANCORPORATION /NJ/
SC 13G, 1994-02-11
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. _)*

                            Phillips & Jacobs, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, par value $0.01 per share
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   718395106
                              --------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [X].  (A fee
is not required only if the filing person: [1] has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and [2] has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                               Page 1 of 8 Pages
<PAGE>   2
CUSIP No. 718395106                   13G                      Page 2 of 8 Pages





 1     NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       First Fidelity Bancorporation  22-2826775

 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                       (A)  [  ]
                                                       (B)  [  ]

 3     SEC USE ONLY


 4     CITIZENSHIP OR PLACE OF ORGANIZATION
       New Jersey

                       5     SOLE VOTING POWER
                             380,711
       NUMBER OF
        SHARES         6     SHARED VOTING POWER
      BENEFICIALLY           0
     OWNED BY EACH
       REPORTING       7     SOLE DISPOSITIVE POWER
         PERSON              0  
          WITH               
                       8     SHARED DISPOSITIVE POWER
                             380,045

 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON
       380,711

10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
       CERTAIN SHARES*
       N/A

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.28%

12     TYPE OF REPORTING PERSON*
       HC

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   3
CUSIP No. 718395106                   13G                      Page 3 of 8 Pages



 1     NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       First Fidelity Incorporated  22-1894945

 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                      (A)  [  ]
                                                      (B)  [  ]

 3     SEC USE ONLY


 4     CITIZENSHIP OR PLACE OF ORGANIZATION
       New Jersey

                       5     SOLE VOTING POWER
                             380,711
       NUMBER OF 
        SHARES         6     SHARED VOTING POWER
      BENEFICIALLY           0
     OWNED BY EACH
       REPORTING       7     SOLE DISPOSITIVE POWER
         PERSON              0
          WITH
                       8     SHARED DISPOSITIVE POWER
                             380,045

 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON
       380,711

10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
       CERTAIN SHARES*
       N/A

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.28%

12     TYPE OF REPORTING PERSON*
       HC

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   4
CUSIP No. 718395106                   13G                      Page 4 of 8 Pages


 1     NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       First Fidelity Bank, N.A.  22-1147033

 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                      (A)  [  ]
                                                      (B)  [  ]

 3     SEC USE ONLY


 4     CITIZENSHIP OR PLACE OF ORGANIZATION
       United States

                       5     SOLE VOTING POWER
                             380,711
       NUMBER OF
        SHARES         6     SHARED VOTING POWER
     BENEFICIALLY            0
    OWNED BY EACH
      REPORTING        7     SOLE DISPOSITIVE POWER
        PERSON               0
         WITH                
                       8     SHARED DISPOSITIVE POWER
                             380,045

 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON
       380,411

10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
       CERTAIN SHARES*
       N/A

11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.28%

12     TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   5
                                  SCHEDULE 13G


Item 1     (a)   Name of Issuer:  Phillips & Jacobs, Inc.


Item 1     (b)   Address of Issuer's Principal Executive Offices:

                 15 Twinbridge Drive
                 Pennsauken, New Jersey  08110

Item 2     (a)   Name of Person Filing:

                 First Fidelity Bancorporation


Item 2     (b)   Address of Principal Business Officer or, if none, Residence:

                 2673 Main Street
                 P.O. Box 6980
                 Lawrenceville, NJ 08648


Item 2     (c)   Citizenship:

                 New Jersey


Item 2     (d)   Title of Class of Securities:

                 Common Stock, par value $0.01 per share


Item 2     (e)   CUSIP Number:  718395106


Item 3           If this statement is filed pursuant to Rules 13d-1(b), or 
                 13d-2(b), check whether the person filing is a:

           (a)   ( )   Broker or Dealer (registered under Section 15 of the 
                       Act.)

           (b)   ( )   Bank (as defined in Section 3(a)(6) of the Act.)

           (c)   ( )   Insurance Company (as defined in Section 3(a)(19) of the
                       Act.)


                               Page 5 of 8 Pages
<PAGE>   6
           (d)   ( )   Investment Company (registered under Section 8 of the 
                       Investment Company Act.)

           (e)   ( )   Investment Adviser (registered under Section 203 of the 
                       Investment Advisers Act of 1940.)

           (f)   ( )   Employee Benefit Plan, Pension Fund which is subject to
                       the provisions of the Employee Retirement Income 
                       Security Act of 1974 or Endowment Fund; (see Section 
                       240.13d-1(b)(1)(ii)(F).)

           (g)   (X)   Parent Holding Company, (in accordance with Section 
                       240.13d-1(b)(1)(ii)(G).)  (Note: see Item 7).

           (h)   ( )   Group (in accordance with Section 240.13d-1(b)(1)(ii) 
                       (H).)


Item 4     Ownership

           (a)   Amount Beneficially Owned:  380,711 shares

           (b)   Percent of Class:  9.28%

           (c)   Number of shares as to which such person has:

                 (i)       sole power to vote or to direct the vote: 380,711 
                           shares

                 (ii)      shared power to vote or to direct the vote:  0 shares

                 (iii)     sole power to dispose or to direct the disposition 
                           of: 0 shares

                 (iv)      shared power to dispose or to direct the disposition
                           of:  380,045 shares


Item 5     Ownership of Five Percent or Less of a Class.

           If this statement is being filed to report the fact that as of the 
           date hereof the reporting person has ceased to be the beneficial 
           owner of more than five percent of the class of securities, check 
           the following [ ].

           N/A




                               Page 6 of 8 Pages
<PAGE>   7
Item 6     Ownership of More than Five Percent on Behalf of Another Person.

           N/A

Item 7     Identification and Classification of the Subsidiary Which Acquired 
           the Security Being Reported on By the Parent Holding Company.

           The securities being reported are held by First Fidelity Bank, N.A.
           (BK), a subsidiary of First Fidelity Incorporated (HC) and First 
           Fidelity Bancorporation (HC), through its trust department.


Item 8     Identification and Classification of Members of the Group.

           N/A


Item 9     Notice of Dissolution of Group.

           N/A


Item 10    Certification.

           By signing below I certify that, to the best of my knowledge and 
           belief, the securities referred to above were acquired in the 
           ordinary course of business and were not acquired for the purpose of
           and do not have the effect of changing or influencing the control of
           the issuer of such securities and were not acquired in connection 
           with or as a participant in any transaction having such purposes or
           effect.




                               Page 7 of 8 Pages
<PAGE>   8
           After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete 
and correct.


Date:  February 11, 1994

                               FIRST FIDELITY BANCORPORATION


                               Stephen J. Antal
                               -------------------------------------
                               Stephen J. Antal, Assistant
                                 Secretary


                               FIRST FIDELITY BANK,
                               NATIONAL ASSOCIATION




                               Stephen J. Antal
                               -------------------------------------
                               Stephen J. Antal, Assistant
                                 Secretary


                               FIRST FIDELITY INCORPORATED



                               Stephen J. Antal
                               -------------------------------------
                               Stephen J. Antal, Assistant
                                 Secretary





                              Page 8 of 8 Pages


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