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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Baltimore Bancorp
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $5.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
059029 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
James L. Mitchell, Esq.
Executive Vice President, General Counsel and Secretary
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
(201) 565-3200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 29, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 059029 10 8 Page 2 of 4
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 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED VOTING POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
HC; CO
First Fidelity Bancorporation ("First Fidelity"), a New Jersey
corporation registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, hereby further amends and supplements
its Schedule 13D, originally filed on April 1, 1994 (the "Original
Schedule 13D"), with respect to its deemed beneficial ownership of
3,300,000 shares of Common Stock, par value $5.00 per share (the "Common
Stock"), of Baltimore Bancorp, a Maryland corporation (the "Company").
Capitalized terms used herein but not otherwise defined shall have the
meanings given to such terms in the Original Schedule 13D.
Item 4. Purpose of the Transaction.
The response set forth in item 4 of the original Schedule 13D
is hereby amended and supplemented by the following:
On November 29, 1994, upon satisfaction or waiver of all
conditions specified in the Merger Agreement, as amended by an
Amendment, dated October 17, 1994, providing for an alternative to the
Thrift Merger, the Merger was consummated in accordance with the terms
of the Merger Agreement, as amended. In connection with the Merger, the
Option Agreement was terminated in accordance with its terms. First
Fidelity did not exercise any rights to purchase Common Stock pursuant
to the Option Agreement.
Item 5. Interest in Securities of the Issuer.
The responses set forth in Items 5(a)-(c) of the Original
Schedule 13D are hereby further amended and supplemented by the
following:
In connection with consummation of the Merger on November 29,
1994, the Option was cancelled without having been exercised and the
Option Agreement was terminated. In addition, upon consummation of the
Merger, in accordance with the terms of the Merger Agreement, as
amended, all of the Company Common Stock (except shares held directly or
indirectly by First Fidelity other than shares held by First Fidelity in
a fiduciary capacity or in satisfaction of a debt previously
contracted) was converted into the right to receive the merger
Consideration and the Company is no longer an independent, publicly-
traded company. Under the terms of the Merger Agreement, as amended,
all Company Common Stock held directly or indirectly by First Fidelity,
other than shares held in a fiduciary capacity or in satisfaction of a
debt previously contracted, was cancelled and retired and ceased to
exist upon consummation of the Merger and no exchange or payment was
made with respect thereto.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: December 20, 1994
FIRST FIDELITY BANCORPORATION
By: /s/ JAMES L. MITCHELL
Name: James L. Mitchell
Title: Executive Vice President,
General Counsel and
Secretary
