<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1994.
REGISTRATION NO. 33-51577
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
FIRST FIDELITY BANCORPORATION
<TABLE>
<S> <C>
NEW JERSEY 22-2826775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
------------------
2673 MAIN STREET
P.O. BOX 6980
LAWRENCEVILLE, NEW JERSEY 08648-0980
(609) 895-6800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------
JAMES L. MITCHELL, ESQ.
FIRST FIDELITY BANCORPORATION
550 BROAD STREET
NEWARK, NEW JERSEY 07102
(201) 565-7119
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------
WITH COPIES TO:
MARK J. MENTING, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement, as determined in
light of market conditions.
------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Floating Rate Senior Notes
Due , 1996................ $200,000,000 100% $200,000,000 $68,966
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid $51,724.50.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 14, 1994
$200,000,000
FIRST FIDELITY BANCORPORATION
FLOATING RATE SENIOR NOTES DUE , 1996
------------------------
Interest on the Senior Notes due , 1996 of First Fidelity is
payable quarterly on the 15th day of February, May, August, and November of each
year, commencing February 15, 1994. The per annum rate of interest for each
Interest Period will be reset quarterly as described herein based on LIBOR plus
%. The Senior Notes may not be redeemed prior to maturity and no sinking
fund is provided for the Senior Notes. Settlement of the Senior Notes will be
made in immediately available funds. See "Description of Senior Notes."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Per Note % % %
- ------------------------------------------------------------------------------------------------
Total $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any.
(2) First Fidelity has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by First Fidelity estimated at $253,216.
------------------------
The Senior Notes are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Senior Notes will
be ready for delivery at the offices of Goldman, Sachs & Co., New York, New York
on or about , 1994.
------------------------
GOLDMAN, SACHS & CO. SMITH BARNEY SHEARSON INC.
The date of this Prospectus is , 1994
<PAGE> 3
AVAILABLE INFORMATION
First Fidelity Bancorporation (the "Company" or "First Fidelity") is
subject to the information requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Proxy statements, reports and other information concerning First
Fidelity should be available for inspection and copying, upon payment of
prescribed fees, at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661, and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, the equity securities of First Fidelity are listed on the New York
Stock Exchange (the "NYSE"), and such reports, proxy statements and other
information concerning First Fidelity also should be available for inspection at
the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 which has been filed with the Commission,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission, and to which reference is hereby made for further
information with respect to First Fidelity and the Senior Notes offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated into this Prospectus by
reference:
(a) First Fidelity's Annual Report on Form 10-K for the year ended
December 31, 1992; provided, however, that the information referred to in
Item 402(a)(8) of Regulation S-K promulgated by the Commission shall not be
deemed to be specifically incorporated by reference herein;
(b) First Fidelity's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993 (as amended by Form 10-Q/A filed with the Commission
on June 2, 1993), June 30, 1993 and September 30, 1993; and
(c) First Fidelity's Current Reports on Form 8-K dated May 4, 1993 (as
amended and supplemented by Form 8-K/A filed with the Commission on June 2,
1993, by Form 8-K filed with the Commission on August 13, 1993 and by Form
8-K filed with the Commission on November 10, 1993), April 14, 1993 and
March 21, 1991.
All documents subsequently filed by First Fidelity pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Senior Notes
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents to the termination of the
offering of the Senior Notes. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
First Fidelity will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents incorporated herein by reference (excluding exhibits unless
specifically incorporated therein). Requests for such documents should be
directed to Investor Relations, First Fidelity Bancorporation, 550 Broad Street,
Newark, New Jersey 07102 (telephone number (201) 565-3150).
2
<PAGE> 4
FIRST FIDELITY BANCORPORATION
GENERAL
The Company is a New Jersey corporation registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended. First Fidelity
provides a full range of banking services in New Jersey, eastern Pennsylvania,
Connecticut and Westchester County and Riverdale, New York through its
subsidiary banks. As of December 31, 1993, First Fidelity had total assets,
deposits and stockholders' equity of $33.8 billion, $28.1 billion and $2.7
billion, respectively, is the largest banking organization headquartered in New
Jersey and ranks among the 25 largest bank holding companies in the United
States.
First Fidelity's principal executive offices are located at 2673 Main
Street, P.O. Box 6980, Lawrenceville, New Jersey 08648 (telephone number (609)
895-6800).
ACQUISITIONS
On December 30, 1993, the Company acquired the 31 branch Peoples
Westchester Savings Bank ("Peoples"), a savings bank operating in Westchester
County, New York, for a combination of cash and First Fidelity common stock, par
value $1.00 per share (the "Common Stock") with an aggregate value of $234.9
million. At closing, Peoples had approximately $1.7 billion in assets and $1.5
billion in deposits. Banco Santander, S.A., a 20.1% shareholder of First
Fidelity, did not acquire Common Stock in connection with the acquisition as had
been previously contemplated. Substantially all of the Common Stock issued to
Peoples stockholders in the acquisition came from treasury stock, all of which
was recently acquired by First Fidelity through open market purchases.
On July 30, 1993, the Company entered into a definitive agreement to
acquire Greenwich Financial Corporation ("Greenwich Financial"), a thrift
holding company operating in Greenwich, Connecticut, and its 7 branch thrift
subsidiary, Greenwich Federal Savings and Loan Association ("Greenwich Federal")
for $41.9 million in cash. The acquisition agreement contemplates that, upon
receipt of applicable regulatory and shareholder approval and satisfaction of
customary closing conditions, Greenwich Financial will be merged into Northeast
Bancorp, Inc. and that Greenwich Federal will be merged into Union Trust
Company. Upon receipt of the remaining regulatory approvals, the acquisition is
expected to be consummated by the end of January 1994.
On August 27, 1993, First Fidelity entered into a definitive agreement to
acquire BankVest, Inc. and its 2 branch subsidiary, First Peoples National Bank
of Edwardsville, Pennsylvania, for $19.6 million in cash. The acquisition is
expected to close by the end of the first quarter of 1994.
On October 27, 1993, the Company, through First Fidelity Bank, N.A., New
York, entered into a definitive agreement to acquire The Savings Bank of
Rockland County ("Rockland") for approximately $5.9 million in cash. Rockland
has 4 offices, all in Rockland County, New York. The acquisition is expected to
be consummated during the first quarter of 1994.
CONSOLIDATION
On January 11, 1994, First Fidelity combined its two largest subsidiary
banks, First Fidelity Bank, N.A., New Jersey and First Fidelity Bank, N.A.,
Pennsylvania, into a new entity called First Fidelity Bank, National
Association. The consolidated entity will operate in both New Jersey and
Pennsylvania, but will be run as two separate divisions over a short period of
time while the operational systems are being consolidated.
STOCK REPURCHASE PROGRAM
On October 21, 1993, the Company's Board of Directors (the "Board")
authorized the acquisition of up to 2% of First Fidelity's outstanding Common
Stock in any calendar year, through open market or privately-negotiated
transactions. On November 18, 1993, the Board authorized the
3
<PAGE> 5
acquisition of up to an additional 1% of the Company's outstanding Common Stock
during 1993. This repurchase program is in addition to the more limited
repurchase program implemented earlier in 1993 in connection with the Company's
Dividend Reinvestment Plan and its Stock Option and Restricted Stock Plan. As of
December 30, 1993, the Company had repurchased 2,383,451 shares of its Common
Stock, at an average price of $42.22 per share, which constitutes substantially
all of the 3% authorized for repurchase in 1993. All of such treasury shares
were issued in connection with the acquisition of Peoples. See "Acquisitions."
USE OF PROCEEDS
First Fidelity intends to use the net proceeds from the sale of the Senior
Notes for general corporate purposes, including, without limitation, funding for
the Company's Common Stock repurchase program and financing of acquisitions.
Pending such use, the net proceeds are expected to be used to make short term
investments. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of First Fidelity and its subsidiaries and
the availability of other funds. Specific allocations of the proceeds to such
purposes have not been made. For a description of the Company's Common Stock
repurchase program and pending acquisitions, see "FIRST FIDELITY
BANCORPORATION -- Stock Repurchase Program".
First Fidelity is continually evaluating acquisition opportunities and
frequently conducts due diligence activities in connection with possible
acquisitions both on an assisted and unassisted basis. Acquisitions that may be
under consideration at any time include, without limitation, acquisitions of
banking organizations and thrift or savings type associations or their assets or
liabilities or acquisitions of other financial services companies or their
assets or liabilities. Companies targeted by First Fidelity for acquisition
would generally be based in markets in which the Company presently operates or
in markets in proximity to one of the Company's then existing markets. First
Fidelity contemplates that any such acquisitions would be financed through a
combination of working capital and issuances of equity and debt securities.
4
<PAGE> 6
CAPITALIZATION
The following table sets forth the consolidated capitalization of First
Fidelity (i) at December 31, 1993 and (ii) as adjusted to give effect to the
issuance of the Senior Notes offered hereby.
<TABLE>
<CAPTION>
DECEMBER 31, 1993
------------------------
AS
ACTUAL ADJUSTED
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Long-Term Debt(1):
Floating rate senior notes due , 1996............... -- 200,000
9 5/8% subordinated notes due 1999............................ $ 150,000 $ 150,000
9 3/4% subordinated notes due 1995............................ 136,750 136,750
8 1/2% subordinated capital notes due 1998.................... 149,150 149,150
Floating rate subordinated notes due 1997..................... 25,000 25,000
6.80% subordinated notes due June 15, 2003.................... 150,000 150,000
Other long-term debt.......................................... 2,158 2,158
---------- ----------
Total long-term debt................................ 613,058 813,058
---------- ----------
Stockholders' Equity:
Preferred stock............................................... 230,422 230,422
Common stock ($1.00 par)
Authorized: 150,000,000 shares; Issued: 79,937,719 shares
at December 31, 1993................................... 79,938 79,938
Surplus.................................................. 1,202,373 1,202,373
Retained earnings........................................ 1,227,368 1,227,368
Less treasury stock, at cost: 36,714 shares at December
31, 1993............................................... (1,673) (1,673)
---------- ----------
Total Common Stockholders' Equity................... 2,508,006 2,508,006
---------- ----------
Total Stockholders' Equity.......................... $2,738,428 $2,738,428
---------- ----------
</TABLE>
- ------------------
(1) Other than the Senior Notes offered hereby and First Fidelity's 6.80%,
9 5/8% and 9 3/4% subordinated notes due 2003, 1999 and 1995, respectively,
the long-term debt listed in the table has been incurred by various direct
and indirect subsidiaries of First Fidelity and is not guaranteed by First
Fidelity.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding interest on deposits.......................... 8.04x 4.65x 2.71x -(A) 1.40x
Including interest on deposits.......................... 1.82 1.42 1.21 -(A) 1.11
</TABLE>
- ---------------
(A) For 1990, First Fidelity's consolidated earnings did not cover fixed charges
primarily as a result of a large provision for possible credit losses.
Earnings, as defined below, for 1990 were $11.3 million below the level
required to provide one-to-one coverage of fixed charges.
For purposes of computing the consolidated ratios of earnings to fixed
charges, earnings represent income before income tax and cumulative effect of
changes in accounting principles plus fixed charges. Fixed charges represent
interest expense plus the estimated interest component of net rental payments.
5
<PAGE> 7
SELECTED FINANCIAL DATA OF FIRST FIDELITY
The following is selected consolidated financial data for First Fidelity
and its subsidiaries for each of the five years ended December 31, 1989 through
1993. The data is qualified in its entirety by the detailed information and
financial statements included in the First Fidelity documents incorporated by
reference herein, available as described above under "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE," and the other information contained or incorporated by
reference elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1993 1992 1991 1990 1989
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Interest income (taxable-equivalent)(1)........... $ 2,078,936 $ 2,168,744 $ 2,431,462 $ 2,773,458 $ 2,753,913
Interest expense.................................. 691,513 920,712 1,327,889 1,712,137 1,693,812
----------- ----------- ----------- ----------- -----------
Net interest income (taxable-equivalent)(1)....... 1,387,423 1,248,032 1,103,573 1,061,321 1,060,101
Less: tax equivalent adjustment(1)................ 33,740 39,463 47,502 53,890 76,136
----------- ----------- ----------- ----------- -----------
Net interest income........................... 1,353,683 1,208,569 1,056,071 1,007,431 983,965
Provision for possible credit losses.............. 148,000 228,000 298,000 498,000 200,254
----------- ----------- ----------- ----------- -----------
Net interest income after provision for
possible credit losses.................... 1,205,683 980,569 758,071 509,431 783,711
Net securities transactions....................... 7,017 4,825 53,566 24,387 18,244
Other non-interest income(2)...................... 376,483 327,551 340,124 338,083 332,006
Non-interest expense.............................. 1,014,699 916,846 871,747 883,151 945,797
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes (benefit) and
cumulative effect of changes in accounting
principles.................................... 574,484 396,099 280,014 (11,250) 188,164
Income taxes (benefit)............................ 178,025 82,362 58,773 (5,125) 28,616
----------- ----------- ----------- ----------- -----------
Income (loss) before cumulative effect of changes
in accounting principles...................... 396,459 313,737 221,241 (6,125) 159,548
Cumulative effect of changes in accounting
principles, net of tax(3)..................... 2,373 -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss)............................. 398,832 313,737 221,241 (6,125) 159,548
Dividends on preferred stock...................... 20,653 21,061 17,176 13,283 13,343
----------- ----------- ----------- ----------- -----------
Net Income (Loss) Applicable to First Fidelity
Common Stock.............................. $ 378,179 $ 292,676 $ 204,065 $ (19,408) $ 146,205
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>
- ---------------
(1) Information presented herein on a taxable equivalent basis represents income
that is exempt from federal income taxes or taxed at a preferential rate,
such as interest on state and municipal securities, adjusted to a
taxable-equivalent basis using a federal income tax rate of 35% for 1993 and
34% for 1992 and prior years.
(2) Non-interest income less net securities transactions.
(3) Cumulative effect at January 1, 1993 of changes in accounting principles for
postretirement benefits, postemployment benefits and income taxes, net of
income tax.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1993 1992 1991 1990 1989
------------- ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
FINANCIAL CONDITION AT PERIOD-END:
Assets.......................................... $33,762,585 $ 31,480,297 $ 30,215,229 $ 29,110,344 $ 30,727,815
Loans........................................... 21,386,911 18,377,695 17,341,517 18,530,304 19,631,808
Deposits........................................ 28,143,022 27,004,835 25,218,550 23,080,110 22,872,460
Long-term debt.................................. 613,058 581,508 918,885 1,116,987 780,438
Preferred stock................................. 230,422 232,172 232,236 157,271 157,271
Common stockholders' equity..................... 2,508,006 2,025,478 1,712,546 1,325,182 1,407,695
Total stockholders' equity...................... 2,738,428 2,257,650 1,944,782 1,482,453 1,564,966
RATIOS:
Capital ratios at period-end:
(regulatory minimum in parentheses):
Tier I Capital/Risk-Adjusted Assets
(4.0%)(1)(2)............................ 9.96% 9.93% 8.65% 5.92% 5.62%
Total Risk-Based Capital/Risk-Adjusted
Assets (8.0%)(1)(2)..................... 13.40 13.35 12.47 9.89 9.61
Tier I Capital/Total Assets Less Intangibles
(Leverage Ratio) (3.0% to 5.0%)(1)...... 7.22 6.47 5.98 4.31 4.46
Performance ratios:
Return on average assets(3)................. 1.27 1.06 0.77 (0.02) 0.55
Return on average stockholders' equity(3)... 16.19 15.18 13.69 (0.40) 10.13
Return on average common stockholders'
equity(4)............................... 16.94 15.96 14.35 (1.42) 10.31
Average stockholders' equity to average
assets.................................. 7.82 7.01 5.63 5.10 5.47
Common dividend payout(5)(6)................ 31 30 35 -- 80
</TABLE>
- ------------------
(1) For 1993 and 1992, gives effect to recent changes to the risk-based and
leverage ratio calculations requiring the deduction of intangibles except
for limited amounts of purchased mortgage servicing rights and purchased
credit card rights and certain previously recorded goodwill and other
intangibles.
(2) Estimated for 1993.
(3) Net income (loss) after cumulative effect of changes in accounting
principles.
(4) Net income (loss) applicable to First Fidelity Common Stock after cumulative
effect of changes in accounting principles.
(5) For 1993, dividend paid ($1.44) divided by primary net income per share
after cumulative effect of changes in accounting principles.
(6) Not statistically meaningful in 1990.
6
<PAGE> 8
SUMMARY DISCUSSION OF RECENT FINANCIAL INFORMATION
First Fidelity reported record 1993 earnings of $398.8 million, or $4.58
per share of Common Stock on a fully-diluted basis, up 27.1 percent from the
$313.7 million earned in 1992 and up 21.5 percent from $3.77 per share of Common
Stock earned in 1992.
For the fourth quarter, First Fidelity earned $104.4 million, compared with
fourth quarter 1992 earnings of $89.6 million and third quarter 1993 earnings of
$101.5 million. Earnings per share of Common Stock on a fully-diluted basis for
the fourth quarter were $1.19, compared with $1.06 per share of Common Stock
earned in the 1992 fourth quarter and $1.15 per share of Common Stock earned in
the third quarter of 1993.
For the full year, pre-tax earnings were $574.5 million, an increase of 45
percent from 1992 pre-tax earnings of $396.1 million. For the fourth quarter,
pre-tax earnings were $154.6 million, 36.3 percent higher than pre-tax earnings
of $113.4 million earned in the fourth quarter of 1992. The Company's full year
1993 and fourth quarter tax rates were 31 percent and 32.5 percent respectively,
compared to a 21 percent tax rate for both 1992 and the fourth quarter of that
year.
Financial information on Peoples, the acquisition of which was completed on
December 30, 1993 and which was accounted for as a purchase, is reflected in the
Company's Selected Financial Data -- Financial Condition but had no significant
effect on its 1993 income statement.
Return on average assets ("ROA") for 1993 was 1.27 percent, compared to
1.06 percent for 1992. ROA for the fourth quarter of 1993 was 1.28 percent,
compared to 1.15 percent for the fourth quarter of 1992 and 1.24 percent for the
third quarter of 1993. Return on average stockholder's common equity ("ROCE")
for 1993 was 16.94 percent, compared to 15.96 percent for 1992. ROCE for the
fourth quarter of 1993 was 16.61 percent, compared to 17.05 percent in the
fourth quarter of 1992 and 16.50 percent in the third quarter of 1993.
Net Interest Income
Taxable-equivalent net interest income was $1.4 billion for 1993, an
increase of $139.4 million or 11.2 percent over the $1.2 billion earned in 1992.
In the fourth quarter of 1993, taxable-equivalent net interest income was $351.1
million, compared with $333.4 million earned in the same period in 1992, and
$353.5 million earned in the third quarter of 1993. The year-to-year increases
reflected the impact of consumer loan growth and acquisitions as well as
declining interest rates on the Company's core deposit base, partially offset by
accelerated prepayments of mortgage-backed securities and refinancings of
residential mortgages.
Earning assets in the fourth quarter averaged $28.8 billion, compared with
$29.1 billion in the third quarter and $28.2 billion in the fourth quarter of
1992. Average loans outstanding were $20.2 billion, compared with $19.9 billion
in the third quarter, and average investment securities were $7.4 billion,
compared with $7.1 billion in the third quarter. The average maturity of the
securities portfolio was 2.2 years at December 31, 1993, compared with 3.2 years
a year earlier. Average short-term money market assets declined to $1.3 billion
in the fourth quarter of 1993 from $2.1 billion in the third quarter of the same
year.
Consumer deposits remained a stable funding source. Demand deposit, NOW and
savings accounts averaged $13.9 billion in the fourth quarter of 1993 compared
to $13.5 billion in the third quarter of the year. Consumer money market
deposits averaged $3.9 billion in the fourth quarter, compared to $4.1 billion
in the third quarter. Wholesale deposits averaged $650 million, compared to $649
million in the prior quarter. Other consumer time deposits averaged $8.5 billion
in the fourth quarter of 1993 and $9.0 billion in the 1993 third quarter.
The net interest margin increased slightly in the fourth quarter of 1993 to
4.84 percent from 4.82 percent in the third quarter, reflecting a greater
decline in rates paid on interest bearing liabilities than rates earned on
earning assets. The asset-liability structure is managed in such a
7
<PAGE> 9
manner that modest changes in interest rates (i.e., increases or decreases of
200 basis points) would not have a material impact on net interest income.
Non-Interest Income
Non-interest income, excluding net securities gains, rose to $376.5 million
in 1993, an increase of $48.9 million or 14.9 percent over 1992 levels,
primarily reflecting the full-year impact of the Howard Savings Bank acquisition
and the partial-year impact of the acquisitions of Union Trust Company and
Village Bank. Excluding net securities gains, non-interest income was $99.1
million for the fourth quarter of 1993, reflecting increases of $11.9 million
and $1.6 million over the fourth quarter of 1992 and the third quarter of 1993,
respectively.
Trust income increased 21 percent to $104.5 million in 1993 from $86.4
million earned in 1992. For the fourth quarter of 1993, trust income was $27.2
million, up 19.3 percent over the same 1992 period and essentially flat as
compared to the 1993 third quarter trust income of $27.6 million.
Service charges on deposit accounts increased by $13.0 million in 1993
compared to 1992 and were slightly higher in the fourth quarter of 1993 compared
to the same period in 1992. Other service charges, commissions and fees totaled
$85.7 million for 1993, up 12.3 percent from 1992. The 1993 fourth quarter total
was $22.6 million, up from $20.1 million in the 1992 fourth quarter.
Net securities transactions were $7.0 million in 1993 compared to $4.8
million in 1992. For the fourth quarter of 1993, net securities transactions
were $3.1 million, compared to an $80 thousand net loss in the fourth quarter of
1992.
Other income for 1993 increased $8.2 million to $17.0 million from $8.8
million in 1992. Reflecting various asset sales, other income for the fourth
quarter of 1993 was $7.0 million, an increase of $4.5 million over the
comparable quarter of 1992.
Non-Interest Expense
Total non-interest expense was $1,014.7 million for 1993, an increase of
$97.9 million or 10.7 percent over 1992. In the fourth quarter of 1993,
non-interest expense was $262.3 million, compared to $245.9 million in the
fourth quarter of 1992 and $260.2 million in the third quarter of 1993. All of
the annual and quarterly increases were related to the full-year impact of the
1992 acquisitions and the partial-year impact of the 1993 acquisitions.
Salaries and benefits increased $59.2 million or 14.5 percent year over
year and $11.9 million for the fourth quarter of 1993 over the 1992 fourth
quarter. Other expenses for 1993, excluding OREO expense, were $361.5 million,
up $32.1 million or 9.7 percent over 1992. Such expenses increased $10.8
million, or 12.6 percent, in the fourth quarter compared to the 1992 fourth
quarter. Total OREO expense in 1993 was $28.4 million or $1.4 million lower than
in 1992. OREO expense was $5.5 million in the fourth quarter of 1993, compared
to $13.8 million in the fourth quarter of 1992.
The efficiency ratio -- the ratio of non-interest expense to
taxable-equivalent operating income -- was 57.3 percent for 1993 compared to 58
percent in the prior year. In the fourth quarter of 1993, the ratio was 57.9
percent, compared to 57.7 percent for the third quarter of 1993. The somewhat
higher efficiency ratio reflects the impact of recent acquisitions which are
still in the process of being fully integrated. On a core basis, i.e., excluding
net securities transactions and OREO expense, the ratio was 57.1 percent in the
fourth quarter of 1993, compared to 56.5 percent for the third quarter of 1993.
Asset Quality
Non-performing loans totaled $378.9 million at December 31, 1993, compared
to $506.3 million at December 31, 1992 and $381.2 million at September 30, 1993.
OREO, net of the OREO reserve, was $115.9 million at December 31, 1993, compared
to $189.4 million at December 31, 1992. Non-
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performing assets were $494.7 million at December 31, 1993, compared to $695.7
million at December 31, 1992 and $511.5 million at September 30, 1993.
The Company also held a "held-for-sale" asset portfolio included in "Other
Assets," which is carried at the lower of cost or market. This portfolio is
primarily comprised of certain problem commercial loans and OREO. At December
31, 1993, the balance in this portfolio was $88.4 million, approximately the
same level as at the end of the third quarter of 1993. During the fourth
quarter, this portfolio was reduced by $47.3 million through sales and increased
by $46.7 million in large part as a result of the Peoples acquisition.
Net charge-offs in the fourth quarter totaled $44.6 million, compared to
$59.6 million in the fourth quarter of 1992 and $92.8 million in the third
quarter of 1993, when the "held-for-sale" account was established.
The provision for possible credit losses was $29.0 million for the fourth
quarter, down from $52.0 million in the fourth quarter of last year and $33.0
million for the previous quarter. At December 31, 1993, the reserve for possible
credit losses was $602.2 million and represented 159 percent of non-performing
loans, compared to $610.4 million and 121 percent at December 31, 1992 and
$605.2 million and 159 percent at September 30, 1993.
The reserve for possible credit losses at December 31, 1993 was 2.82
percent of total loans outstanding, compared to 3.32 percent a year earlier.
Loans that were contractually past-due 90 days but still accruing were
$141.5 million at December 31, 1993, compared to $154.5 million at December 31,
1992 and $146.1 million at September 30, 1993. Of the December 31, 1993 total,
$133.1 million were consumer loans, consisting primarily of first and second
mortgage loans in the process of collection.
Segregated assets -- non-performing assets acquired in the Howard Savings
Bank acquisition and subject to loss sharing with the Federal Deposit Insurance
Corporation -- are included in Other Assets and totaled $254.4 million at
December 31, 1993. Since the Federal Deposit Insurance Corporation assumes 80
percent of the first $130 million of losses and 95 percent thereafter on these
assets, First Fidelity's risk share is $17.5 million with a special segregated
loss reserve of $6.5 million.
Capital and Balance Sheet
There were 79,901,005 shares of Common Stock outstanding at December 31,
1993, compared to 74,107,949 shares of Common Stock outstanding at December 31,
1992 and 79,742,129 shares of Common Stock outstanding at September 30, 1993.
The period-end shares of Common Stock outstanding figure includes the 2.4
million shares repurchased during the quarter which were then reissued at
December 30, 1993 in conjunction with the Peoples transaction. Average shares of
Common Stock outstanding during the fourth quarter of 1993 totaled 78,703,514.
At December 31, 1993, total stockholders' equity was $2.7 billion, compared
to $2.3 billion at December 31, 1992 and $2.6 billion at September 30, 1993.
At December 31, 1993, the Tier I leverage ratio was 7.22 percent, compared
to 6.47 percent at December 31, 1992 and 7.20 percent at September 30, 1993. The
risk-adjusted Tier I capital ratio was approximately 9.96 percent and the total
risk-adjusted capital ratio was approximately 13.40 percent compared to 9.93
percent and 13.35 percent, respectively, at December 31, 1992 and 10.44 percent
and 13.98 percent, respectively, at September 30, 1993.
The Company elected early adoption of SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities," and, accordingly, reclassified
securities into three portfolios: "Held-to-maturity," "Available-for-sale," and
"Trading." Under the new rule, the "Available-for-sale" portfolio is required to
be marked to market and the resulting unrealized gain or loss, net of taxes, is
to be
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reflected in equity. At December 31, 1993, the market value adjustment resulted
in an increase to equity of $27.3 million, net of taxes.
At December 31, 1993, First Fidelity had total assets of $33.8 billion
compared to $31.5 billion at December 31, 1992 and $32.6 billion at September
30, 1993. At December 31, 1993, total deposits were $28.1 billion, compared to
$27.0 billion at December 31, 1992 and $27.4 billion at the end of the third
quarter of 1993. At year-end, loans were $21.4 billion, compared to $18.4
billion at December 31, 1992 and $20.3 billion at September 30, 1993. The
acquisition of Peoples at December 30, 1993, increased the Company's total
assets by $1.7 billion, its deposits by $1.5 billion and its loans by $908
million.
CERTAIN REGULATORY CONSIDERATIONS
First Fidelity is a legal entity separate and distinct from its subsidiary
banks and other nonbank subsidiaries. Virtually all of the revenues of First
Fidelity (on a parent company only basis) available for payment of interest and
principal on its debt and payment of dividends on its capital stock will result
from amounts paid to it, directly or indirectly, in the form of dividends from
its subsidiary banks. All such dividends are subject to various limitations
imposed by federal and state laws and by regulations and policies adopted by
federal and state regulatory agencies, and the payment of future dividends to
First Fidelity will be determined by the boards of directors of First Fidelity's
subsidiaries based on an evaluation of such subsidiaries' liquidity, earnings,
financial condition and capital requirements, on statutory restraints applicable
to such subsidiaries and on such other factors as the boards of directors may
deem relevant. In addition, federal law limits extensions of credit by First
Fidelity's subsidiary banks to First Fidelity and its non-bank subsidiaries.
DESCRIPTION OF SENIOR NOTES
The Senior Notes are to be issued under an Indenture, to be dated as of
, 1994 (the "Indenture"), between the Company and BankAmerica
National Trust Company, as trustee (the "Trustee"), a copy of which is filed as
an exhibit to the Registration Statement. The following summaries of certain
provisions of the Indenture and the Senior Notes do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture and the Senior Notes, including the definitions
therein of certain terms. Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Indenture. Wherever
particular Sections of the Indenture are referred to, such Sections are
incorporated herein by reference.
GENERAL
The Indenture provides that Securities in separate series may be issued
thereunder from time to time without limitation as to aggregate principal
amount. The Company may specify a maximum aggregate principal amount for the
Securities of any series. (Section 301) The Securities may have such terms and
provisions which are not inconsistent with the Indenture, including as to
maturity, principal and interest, as the Company may determine.
The Senior Notes will be limited to $200,000,000 aggregate principal amount
at any time outstanding, will be direct, unsecured, senior obligations of the
Company and will mature on , 1996. The Senior Notes will not be
redeemable prior to maturity. No sinking fund will be provided for the Senior
Notes.
Principal of and interest on the Senior Notes are to be payable, and the
transfer of the Senior Notes will be registrable, at the Corporate Trust Office
of the Trustee in the City of New York or at the Corporate Trust Office of First
Fidelity Bank, N.A., a subsidiary of the Company, in Newark, New Jersey, except
that interest may be paid at the option of the Company by check mailed to the
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address of the Holder entitled thereto as it appears on the Security Register.
(Sections 201, 305 and 1002)
Because First Fidelity is a holding company and a legal entity separate and
distinct from its subsidiaries, the rights of First Fidelity to participate in
any distribution of assets of any subsidiary upon its liquidation of assets or
reorganization or otherwise (and, thus, the ability of holders of Senior Notes
to benefit indirectly from such distribution) would be subject to the prior
claims of creditors of that subsidiary, except to the extent that First Fidelity
itself may be a creditor of that subsidiary with recognized claims. Claims on
First Fidelity's subsidiary banks by creditors other than First Fidelity include
substantial obligations with respect to deposit liabilities and purchased funds
which in the case of deposit liabilities may be senior to the Senior Notes.
Settlement for the Senior Notes will be made by the Underwriters in
immediately available funds. So long as the Depositary (as defined below)
continues to make its Same-Day Funds Settlement System available to the Company,
all payments of principal of and interest on the Senior Notes will be made by
the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Senior
Notes will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Senior Notes will
therefore be required by the Depositary to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Senior Notes.
BOOK ENTRY, DELIVERY AND FORM
The Senior Notes will be issued in the form of a registered global note
(the "Global Note") which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depositary") and registered
in the name of Cede & Co., the Depositary's nominee. Except as set forth below,
the Global Note may be transferred in whole and not in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised the Company as follows: It is a limited-purpose
trust company which holds securities for its participating organizations (the
"Participants") and facilitates the settlement among Participants of
transactions in such securities through electronic book-entry changes in its
Participants' accounts. Participants include securities brokers and dealers
(including the Underwriters of the Senior Notes), banks and trust companies,
clearing corporations and certain other organizations. Access to the
Depositary's system is also available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants"). Persons
who are not Participants may beneficially own securities held by the Depositary
only through Participants or Indirect Participants.
The Depositary has further advised the Company that (i) upon issuance of
the Senior Notes by the Company, the Depositary will credit the accounts of
Participants designated by the Underwriters with the principal amounts of the
Senior Notes purchased by the Underwriters, and (ii) ownership of interests in
the Global Note will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Participants and the Indirect
Participants. The laws of some states require that certain persons take physical
delivery in definitive form of securities which they own. Consequently, the
ability to transfer beneficial interests in the Global Note is limited to such
extent.
So long as a nominee of the Depositary is the registered owner of the
Global Note, such nominee for all purposes will be considered the sole holder of
the Senior Notes under the Indenture. Except as provided below, owners of
beneficial interests in the Global Note will not be entitled to have Senior
Notes registered in their names, will not receive or be entitled to receive
physical
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delivery of Senior Notes in definitive form, and will not be considered the
holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in the Global Note must rely on the procedures of the
Participant through which such person owns its interest, to exercise any rights
of a holder under the Indenture. The Company understands that under existing
industry practices if the Company requests any action of Holders or if an owner
of a beneficial interest in the Global Note desires to give or take any action
which a Holder is entitled to give or take under the Indenture, the Depositary
for the Global Note would authorize the Participants holding the beneficial
interest to give or take such action, and such Participants would authorize
beneficial owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of beneficial owners holding
through them.
Principal and interest payments on the Senior Notes registered in the name
of the Depositary's nominee will be made by the Company through the Trustee to
the Depositary or its nominee, as the case may be. Under the terms of the
Indenture, the Company and the Trustee will treat the persons in whose names the
Senior Notes are registered as the owners of such Senior Notes for the purpose
of receiving payment of principal and interest on such Senior Notes and for all
other purposes whatsoever. The Depositary has advised the Company and the
Trustee that its present practice is to credit the accounts of the Participants
on the appropriate payment date in accordance with their respective holdings in
principal amount of beneficial interests in the Global Note as shown on the
records of the Depositary, unless the Depositary has reason to believe that it
will not receive payment on such payment date. Payments by Participants and
Indirect Participants to owners of beneficial interests in the Global Note will
be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or Indirect
Participants.
None of the Company, the Trustee or any paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Note,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
If the Depositary is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Senior Notes in definitive form in exchange for the
Global Note and the Global Note will be canceled. In such event, an owner of a
beneficial interest in the Global Note will be entitled to have Senior Notes
equal in principal amount to such beneficial interest registered in its name and
will be entitled to physical delivery of such Senior Notes in definitive form.
Senior Notes so issued in definitive form will be issued in denominations of
$1,000 and integral multiples thereof and will be issued in registered form
only, without coupons. The Senior Notes will be transferable and exchangeable
without any service charge at the Corporate Trust Office of the Trustee in New
York, New York or at the Corporate Trust Office of First Fidelity Bank, N.A., in
Newark, New Jersey. The Company may require payment of a sum sufficient to cover
any taxes or other governmental charges payable in connection therewith.
(Section 305).
INTEREST
The Senior Notes will bear interest from the date of issue, and such
interest will be payable quarterly in arrears on the 15th day of each February,
May, August and November (each, an "Interest Payment Date") commencing February
15, 1994, and at the date of maturity. The period beginning on and including the
date of issue of the Senior Notes and ending on but excluding the first Interest
Payment Date and each successive period beginning on and including an Interest
Payment Date and ending on but excluding the next succeeding Interest Payment
Date or the date of maturity is referred to in this Prospectus as an "Interest
Period". If any Interest Payment Date falls on a day which is not a Business Day
(as defined below) interest will be paid on the next day that is a Business Day.
A "Business Day" means any day that is not a Saturday or Sunday and that,
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in New York City, is not a day on which banking institutions generally are
authorized or required by law or executive order to close.
Interest payable on any Senior Note prior to maturity will be payable to
the person in whose name such Senior Notes are registered at the close of
business on the Regular Record Date for such interest. (Section 307) The Regular
Record Date shall be the 15th calendar day prior to each Interest Payment Date
with respect to the Senior Notes. The interest payment at maturity will include
interest accrued to but excluding the date of maturity and will be payable to
the person to whom principal is payable.
The Senior Notes will bear interest for each Interest Period at a rate per
annum equal to LIBOR (as determined below) plus %. LIBOR will be determined
by the Trustee or such other financial institution (which may be an affiliate of
the Company) as may be appointed by the Company, as calculation agent (the
"Calculation Agent"), in accordance with the following provisions:
(i) For each Interest Period, on the applicable Interest Determination
Date (as defined below) the Calculation Agent will determine LIBOR for such
Interest Period. LIBOR will be the offered rate (expressed as an interest
rate per annum) for three-month Eurodollar deposits for the Interest Period
concerned which appears on Telerate Screen Page 3750 (to five decimal
places), as of 11:00 a.m., London time, on such Interest Determination
Date. "Telerate Page 3750" means the display designated as Page "3750" on
the Dow Jones Telerate Service (or such other page as may replace Page 3750
on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR will be determined on the basis of
the rates at which deposits in U.S. dollars having a maturity of three
months, commencing on the second London Business Day immediately following
such Interest Determination Date and in a principal amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time, are offered by four major banks in the London
interbank market selected by the Calculation Agent at approximately 11:00
a.m., London time, on such Interest Determination Date to prime banks in
the London interbank market. The Calculation Agent will request the
principal London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, LIBOR in respect of
such Interest Determination Date will be the arithmetic mean (rounded to
the nearest one-thousandth of a percent, with five ten-thousandths of a
percent rounded upwards) of such quotations. If fewer than two quotations
are provided, LIBOR in respect of such Interest Determination Date will be
the arithmetic mean (rounded to the nearest one-thousandth of a percent,
with five ten-thousandths of a percent rounded upwards) of the rates quoted
by three major banks in New York City selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on such Interest
Determination Date for loans in U.S. dollars to leading European banks
having a maturity of three months commencing on the second London Business
Day immediately following such Interest Determination Date and in a
principal amount of not less than U.S. $1,000,000 that is representative
for a single transaction in such market at such time; provided, however,
that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, LIBOR will be LIBOR in
effect on such Interest Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period means the second London Business Day preceding the Interest
Payment Date commencing such Interest Period or, in the case of the first
Interest Period, the second London Business Day preceding the original date of
issue the Senior Notes, and (ii) a "London Business Day" means any Business Day
on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
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Each interest payment on a Senior Note will include interest accrued to but
excluding the applicable Interest Payment Date. Accrued Interest from the date
of issue or from the last date to which interest has been paid will be
calculated by multiplying the face amount of a Senior Note by an accrued
interest factor computed by multiplying the per annum rate of interest for the
applicable Interest Period by a fraction the numerator of which is the actual
number of days elapsed in such Interest Period and the denominator of which is
360. The accrued interest factor will be expressed as a decimal rounded to the
nearest ten-thousandth, with five hundred-thousandths rounded upwards.
EVENTS OF DEFAULT
The Indenture defines an Event of Default as any one of several events, the
following of which are applicable to the Senior Notes: (i) default for 30 days
in any payment of interest on the Senior Notes; (ii) default in the payment of
principal of the Senior Notes at Maturity; (iii) default in the performance or
breach, for 90 days after appropriate notice, of any covenant or warranty in the
Indenture; (iv) default in the payment of principal on, or acceleration of, any
obligations for borrowed money of the Company or any Major Subsidiary Bank or
Subsidiary Bank Holding Company thereof exceeding in the aggregate $10,000,000
if such obligations have not been discharged or reduced to an aggregate amount
of less than $10,000,000, or such acceleration is not annulled or rescinded,
within 10 days after written notice; (vi) certain events of bankruptcy,
insolvency or reorganization; or (vii) any other Event of Default provided with
respect to Securities of that series (of which there were none relating to the
Senior Notes). (Section 501) In case an Event of Default (other than an Event of
Default specified in (vi)) shall occur and be continuing with respect to the
Senior Notes, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Senior Notes may declare the principal
amount of such series to be due and payable immediately. (Section 502) If an
Event of Default specified in (vi) occurs, the principal amount of all Senior
Notes shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable. (Section
502) Any Event of Default with respect to the Senior Notes may be waived by the
Holders of not less than a majority in aggregate principal amount of the Senior
Notes, except in each case of a failure to pay principal or interest on the
Senior Notes or in respect of a covenant or provision which cannot be modified
or amended without the consent of the Holder of each Senior Note affected.
(Sections 501, 502 and 513)
No Holder of any Senior Note will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default (as defined) and unless also the Holders of at least
a majority in aggregate principal amount of the outstanding Senior Notes shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the outstanding
Senior Notes a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Sections 201 and 507) However, such
limitations do not apply to a suit instituted by a Holder of a Senior Note for
enforcement of payment of the principal of or interest on such Senior Note on or
after the respective due dates expressed in such Senior Note. (Section 508)
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1004)
The Indenture does not contain any provision which would provide protection
to Holders against a sudden and dramatic decline in credit quality of First
Fidelity resulting from takeovers, recapitalizations or a similar restructuring
of First Fidelity.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or transfer its properties and assets substantially
as an entirety to any Person unless (i) the corporation formed by such
consolidation or into which the Company is merged or the Person to which the
properties and assets of the Company are so transferred shall be a corporation
organized and existing under the laws of the United States, any State thereof or
the District of Columbia and shall expressly assume by supplemental indenture
the payment of the principal of and premium, if any, and interest on the Senior
Notes and the performance of the other covenants of the Company under the
Indenture; (ii) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and (iii) certain
other conditions are met. (Section 801)
RESTRICTION ON SALE OR ISSUANCE OF STOCK OF MAJOR SUBSIDIARY BANKS AND
SUBSIDIARIES OWNING MAJOR SUBSIDIARY BANKS
The Indenture contains a covenant by the Company that it will not, and will
not permit any Subsidiary to, sell, assign, pledge, transfer or otherwise
dispose of any shares of Capital Stock, or any securities convertible into
shares of Capital Stock, of any Major Subsidiary Bank or any Subsidiary owning,
directly or indirectly, any shares of Capital Stock of any Major Subsidiary Bank
and that it will not permit any Major Subsidiary Bank or any Subsidiary owning,
directly or indirectly, any shares of Capital Stock of a Major Subsidiary Bank
to issue any shares of its Capital Stock or any securities convertible into
shares of its Capital Stock, except for issuances, sales, assignments, pledges,
transfers or other dispositions which: (i) are for the purpose of qualifying a
Person to serve as a director; (ii) are for fair market value (as determined by
the Board of Directors of the Company) and, after giving effect to such
disposition and to any potential dilution, the Company will own, directly or
indirectly, not less than 80% of the shares of each class of Voting Stock of
such Major Subsidiary Bank or any Subsidiary owning, directly or indirectly, any
shares of Capital Stock of such Major Subsidiary Bank; (iii) are made (x) in
compliance with an order of a court or regulatory authority of competent
jurisdiction, or (y) in compliance with a condition imposed by any such court or
authority permitting the acquisition by the Company, directly or indirectly, of
any other Bank or entity the activities of which are legally permissible for a
company such as First Fidelity or a subsidiary thereof to engage in, or (z) in
compliance with an undertaking made to such authority in connection with such an
acquisition (provided that, in the case of clauses (y) and (z), the assets of
the Bank or entity being acquired and its consolidated subsidiaries equal or
exceed 75% of the assets of such Major Subsidiary Bank or such Subsidiary
owning, directly or indirectly, any shares of Capital Stock of a Major
Subsidiary Bank and its respective consolidated subsidiaries on the date of
acquisition) or (iv) are made to First Fidelity or any Wholly Owned Subsidiary.
(Section 1007) At present, the only Major Subsidiary Bank is First Fidelity
Bank, N.A. and the only Subsidiary as to which the foregoing covenant is
applicable is First Fidelity Incorporated. Comparable covenants in indentures to
which First Fidelity Incorporated is subject may, in certain circumstances, be
more restrictive.
RESTRICTION ON MERGER BY OR SALE OF ASSETS OF MAJOR SUBSIDIARY BANKS
The Indenture contains a covenant by First Fidelity that it will not permit
any Major Subsidiary Bank to merge into or consolidate with or lease, sell or
transfer all or substantially all of its properties and assets to, any other
corporation except First Fidelity or a corporation or Person which is, or upon
consummation of the transaction will be, a Subsidiary not less than 80% of the
Voting Stock of which is owned, directly or indirectly, by First Fidelity. This
covenant is subject to an exception comparable to the exception described in
clause (ii) of the immediately preceding paragraph. (Section 1008)
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MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
the aggregate principal amount of the Outstanding Senior Notes; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Senior Note affected thereby, (i) change the Stated
Maturity of the principal of, or any installment of interest on, any Senior
Note, (ii) reduce the principal amount of, or interest on, any Senior Note,
(iii) change the place or currency of payment of principal of, or the rate of
interest on, any Senior Note, (iv) impair the right to institute suit for the
enforcement of any payment on or with respect to any Senior Note, (v) reduce the
above-stated percentage of Outstanding Senior Notes necessary to modify or amend
the Indenture or (vi) reduce the percentage of aggregate principal amount of
Outstanding Senior Notes necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section 902)
The Holders of not less than a majority in aggregate principal amount of
the Outstanding Senior Notes may waive compliance by the Company with certain
restrictive provisions of the Indenture. (Section 1010) The Holders of not less
than a majority in aggregate principal amount of the Outstanding Senior Notes
may waive any past default under the Indenture, except a default in the payment
of principal or interest. (Section 513)
CERTAIN INFORMATION CONCERNING THE TRUSTEE
The Trustee does not act as trustee under any other indenture pursuant to
which debt securities of the Company or any subsidiary thereof are outstanding.
First Fidelity and its subsidiaries conduct banking transactions with
BankAmerica National Trust Company from time to time in the normal course of
business.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, dated , 1994, First Fidelity has agreed to sell to each of
the Underwriters named below, and each of the Underwriters has severally agreed
to purchase, the principal amount of Senior Notes set forth opposite its name
below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF SENIOR NOTES
----------- ----------------
<S> <C>
Goldman, Sachs & Co................................................. $
Smith Barney Shearson Inc........................................... $
----------------
Total..................................................... $200,000,000
----------------
----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Senior Notes, if any
are taken.
The Underwriters propose to offer the Senior Notes in part to purchasers at
the initial public offering price set forth on the cover page of this Prospectus
and in part to certain securities dealers at such price less a concession of
% of the principal amount of the Senior Notes. The Underwriters may allow,
and such dealers may reallow, a concession not to exceed % of the principal
amount of the Senior Notes to certain brokers and dealers. After the Senior
Notes are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the Underwriters.
The Senior Notes are a new issue of securities with no established trading
market. First Fidelity has been advised by each Underwriter that such
Underwriter intends to make a market in the Senior Notes but is not obligated to
do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the Senior Notes.
16
<PAGE> 18
First Fidelity has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
Goldman, Sachs & Co. and Smith Barney Shearson Inc. have each provided
First Fidelity and its subsidiaries with various investment banking services in
recent years, and have received customary compensation therefor. The
Underwriters and their associates may, from time to time, be customers of,
including borrowers from, and engage in transactions with or provide services
for, First Fidelity and/or its subsidiaries in the ordinary course of business.
VALIDITY OF THE SENIOR NOTES
The validity of the Senior Notes offered hereby will be passed upon for
First Fidelity by the Office of the General Counsel of the Company by Stephen J.
Antal, Senior Counsel, and for the Underwriters by Sullivan & Cromwell, 125
Broad Street, New York, New York. Sullivan & Cromwell will rely as to matters of
New Jersey law on the opinion of the Office of the General Counsel of the
Company by Stephen J. Antal, Senior Counsel. Sullivan & Cromwell performs legal
services for First Fidelity from time to time.
EXPERTS
The consolidated statements of condition of First Fidelity and its
subsidiaries as of December 31, 1992 and 1991 and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1992, included in First
Fidelity's Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated by reference in this Prospectus, have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated statements of condition of Northeast and its subsidiaries
as of December 31, 1992 and 1991 and the related consolidated statements of
income, changes in capital and cash flows for each of the years in the
three-year period ended December 31, 1992 have been included in First Fidelity's
Current Report on Form 8-K dated May 4, 1993 (as amended and supplemented by
Form 8-K/A filed with the Commission on June 2, 1993, Form 8-K filed with the
Commission on August 13, 1993 and Form 8-K filed with the Commission on November
10, 1993) which is incorporated by reference in this Prospectus. Such financial
statements have been so incorporated in reliance on the report (which contains
an explanatory paragraph relating to Northeast's ability to continue as a going
concern as described in Note 16 to Northeast's 1992 consolidated financial
statements) of Price Waterhouse, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
17
<PAGE> 19
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................ 2
Incorporation of Certain Documents
by Reference....................... 2
First Fidelity Bancorporation........ 3
Use of Proceeds...................... 4
Capitalization....................... 5
Consolidated Ratios of Earnings to
Fixed Charges...................... 5
Selected Financial Data of
First Fidelity..................... 6
Summary Discussion of Recent
Financial Information.............. 7
Certain Regulatory Considerations.... 10
Description of Senior Notes.......... 10
Underwriting......................... 16
Validity of the Senior Notes......... 17
Experts.............................. 17
</TABLE>
$200,000,000
FIRST FIDELITY
BANCORPORATION
FLOATING RATE SENIOR NOTES
DUE , 1996
[INSERT LOGO]
GOLDMAN, SACHS & CO.
SMITH BARNEY SHEARSON INC.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC filing fee.............................................. $ 68,966
---------
Trustees' fees and expenses................................. $ 13,250*
---------
Printing fees............................................... $ 8,500*
---------
Legal fees and expenses..................................... $ 1,500*
---------
Blue Sky fees and expenses.................................. $ 11,000*
---------
Accounting fees............................................. $ 100,000*
---------
Rating agency fees.......................................... $ 50,000*
---------
Total............................................. $ 253,216
---------
---------
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 3-5, Title 14A, of the New Jersey Business Corporation Act contains
detailed provisions for indemnification of directors and officers of New Jersey
corporations against expenses, judgments, fines and settlements in connection
with litigation.
The registrant's Restated Certificate of Incorporation and By-laws provide
for indemnification of the registrant's directors and officers against certain
liabilities. The registrant's Restated Certificate of Incorporation also
eliminates liability of directors and officers for monetary damages in certain
instances.
The registrant has obtained directors' and officers' liability insurance
policies which insure its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
II-1
<PAGE> 21
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------------------------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement.
*4.1 -- Form of Indenture, dated as of , 1994, between the Registrant and
BankAmerica National Trust Company.
4.2 -- Form of Senior Note.
*4.3 -- Upon the request of the Commission, the Registrant will furnish a copy of all
instruments defining the rights of holders of long-term debt of the Registrant.
*4.5 -- Registrant's Restated Certificate of Incorporation is incorporated herein by
reference to Exhibit 4.1 of Registrant's Registration Statement on Form S-8 (No.
33-45404) filed with the Commission on January 31, 1992.
*4.6 -- Registrant's By-laws are incorporated herein by reference to Exhibit 4(c) of
Registrant's Current Report on Form 8-K filed with the Commission on March 1,
1988.
*4.7 -- Rights Agreement between First Fidelity Bancorporation and First Fidelity Bank,
N.A., New Jersey, dated August 17, 1989 is incorporated herein by reference to
Exhibit 1 of Registrant's Current Report on Form 8-K filed with the Commission
on August 25, 1989.
*5.1 -- Opinion and Consent of the Office of the General Counsel of First Fidelity
Bancorporation, by Stephen J. Antal, Senior Counsel, regarding legality.
12.1 -- Computations of consolidated ratios of earnings to fixed charges.
*15.1 -- Letter of KPMG Peat Marwick regarding Unaudited Interim Financial Information.
*23.1 -- Consent of KPMG Peat Marwick.
*23.2 -- Consent of Price Waterhouse.
*23.3 -- Consent of the Office of the General Counsel of First Fidelity Bancorporation,
by Stephen J. Antal, Senior Counsel (included in Exhibit 5.1).
*24.1 -- Power of Attorney.
*25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939, as amended, of BankAmerica National Trust Company, dated December
15, 1993.
</TABLE>
- ---------------
* Previously filed.
II-2
<PAGE> 22
ITEM 17. UNDERTAKINGS
A. UNDERTAKINGS TO UPDATE ANNUALLY.
(1) The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement, and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(B) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
B. UNDERTAKING REGARDING INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or issued by a director, officer or controlling person of the registrant in the
successful defense of any action, and or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 23
C. UNDERTAKING REGARDING AMENDMENTS.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-4
<PAGE> 24
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1,
DATED JANUARY 14, 1994 TO THE REGISTRATION STATEMENT, DATED DECEMBER 17, 1993,
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF NEWARK, STATE OF NEW JERSEY, ON THIS 14TH DAY OF JANUARY, 1994.
FIRST FIDELITY BANCORPORATION
By: /s/ ANTHONY P. TERRACCIANO
------------------------------------
ANTHONY P. TERRACCIANO
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------ ---------------------
<S> <C> <C>
/s/ ANTHONY P. TERRACCIANO Chairman of the Board, January 14, 1994
- --------------------------------------------- President and Chief
(ANTHONY P. TERRACCIANO) Executive Officer
/s/ LOUIS E. AZZATO* Director January 14, 1994
- ---------------------------------------------
(LOUIS E. AZZATO)
/s/ EDWARD E. BARR* Director January 14, 1994
- ---------------------------------------------
(EDWARD E. BARR)
/s/ ROLAND K. BULLARD, II* Director January 14, 1994
- ---------------------------------------------
(ROLAND K. BULLARD, II)
/s/ LEE A. BUTZ* Director January 14, 1994
- ---------------------------------------------
(LEE A. BUTZ)
/s/ LUTHER R. CAMPBELL, JR.* Director January 14, 1994
- ---------------------------------------------
(LUTHER R. CAMPBELL, JR.)
/s/ JOHN GILRAY CHRISTY* Director January 14, 1994
- ---------------------------------------------
(JOHN GILRAY CHRISTY)
/s/ JAMES G. CULLEN* Director January 14, 1994
- ---------------------------------------------
(JAMES G. CULLEN)
/s/ GONZALO DE LAS HERAS* Director January 14, 1994
- ---------------------------------------------
(GONZALO DE LAS HERAS)
/s/ E. JAMES FERLAND* Director January 14, 1994
- ---------------------------------------------
(E. JAMES FERLAND)
</TABLE>
II-5
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------ ---------------------
<S> <C> <C>
/s/ ARTHUR M. GOLDBERG* Director January 14, 1994
- ---------------------------------------------
(ARTHUR M. GOLDBERG)
/s/ LESLIE E. GOODMAN* Director January 14, 1994
- ---------------------------------------------
(LESLIE E. GOODMAN)
/s/ FRANK M. HENRY* Director January 14, 1994
- ---------------------------------------------
(FRANK M. HENRY)
/s/ WILLIAM F. HYLAND* Director January 14, 1994
- ---------------------------------------------
(WILLIAM F. HYLAND)
/s/ JUAN RODRIGUEZ INCIARTE* Director January 14, 1994
- ---------------------------------------------
(JUAN RODRIGUEZ INCIARTE)
/s/ JOHN R. KENNEDY* Director January 14, 1994
- ---------------------------------------------
(JOHN R. KENNEDY)
/s/ ROCCO J. MARANO* Director January 14, 1994
- ---------------------------------------------
(ROCCO J. MARANO)
/s/ JAMES D. MORRISSEY, JR.* Director January 14, 1994
- ---------------------------------------------
(JAMES D. MORRISSEY, JR.)
/s/ JOSEPH NEUBAUER* Director January 14, 1994
- ---------------------------------------------
(JOSEPH NEUBAUER)
/s/ PETER C. PALMIERI* Director January 14, 1994
- ---------------------------------------------
(PETER C. PALMIERI)
/s/ WOLFGANG SCHOELLKOPF* Principal Financial January 14, 1994
- --------------------------------------------- Officer and Director
(WOLFGANG SCHOELLKOPF)
/s/ ROBERT MONTGOMERY SCOTT* Director January 14, 1994
- ---------------------------------------------
(ROBERT MONTGOMERY SCOTT)
/s/ REBECCA STAFFORD* Director January 14, 1994
- ---------------------------------------------
(REBECCA STAFFORD)
/s/ SEFTON STALLARD* Director January 14, 1994
- ---------------------------------------------
(SEFTON STALLARD)
/s/ BERNARD C. WATSON* Director January 14, 1994
- ---------------------------------------------
(BERNARD C. WATSON)
</TABLE>
II-6
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------ ---------------------
<S> <C> <C>
/s/ ANTHONY R. BURRIESCI* Principal Accounting January 14, 1994
- --------------------------------------------- Officer
(ANTHONY R. BURRIESCI)
*By /s/ ANTHONY P. TERRACCIANO
-----------------------------------------
ANTHONY P. TERRACCIANO
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<S> <C>
*1.1 -- Form of Underwriting Agreement.
*4.1 -- Form of Indenture, dated as of , 1994, between the Registrant
and BankAmerica National Trust Company.
4.2 -- Form of Senior Note.
*4.3 -- Upon the request of the Commission, the Registrant will furnish a copy of all
instruments defining the rights of holders of long-term debt of the
Registrant.
*4.5 -- Registrant's Restated Certificate of Incorporation is incorporated herein by
reference to Exhibit 4.1 of Registrant's Registration Statement on Form S-8 (No.
33-45404) filed with the Commission on January 31, 1992.
*4.6 -- Registrant's By-laws are incorporated herein by reference to Exhibit 4(c) of
Registrant's Current Report on Form 8-K filed with the Commission on March 1,
1988.
*4.7 -- Rights Agreement between First Fidelity Bancorporation and First Fidelity
Bank, N.A., New Jersey, dated August 17, 1989 is incorporated herein by reference
to Exhibit 1 of Registrant's Current Report on Form 8-K filed with the
Commission on August 25, 1989.
*5.1 -- Opinion and Consent of the Office of the General Counsel of First Fidelity
Bancorporation, by Stephen J. Antal, Senior Counsel, regarding legality.
12.1 -- Computations of consolidated ratios of earnings to fixed charges.
*15.1 -- Letter of KPMG Peat Marwick regarding Unaudited Interim Financial Information.
*23.1 -- Consent of KPMG Peat Marwick.
*23.2 -- Consent of Price Waterhouse.
*23.3 -- Consent of the Office of the General Counsel of First Fidelity Bancorporation,
by Stephen J. Antal, Senior Counsel (included in Exhibit 5.1).
*24.1 -- Power of Attorney.
*25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939, as amended, of BankAmerica National Trust Company, dated December 15,
1993.
</TABLE>
- ---------------
* Previously Filed.
II-8
<PAGE> 1
Draft of 12/16/93
[Form of Face of Security]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]
FIRST FIDELITY BANCORPORATION
Floating Rate Senior Note Due ______, 1996
No. ......... $........
First Fidelity Bancorporation, a corporation duly organized and existing
under the laws of the State of New Jersey (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ................................ Dollars on
............., 1996, and to pay interest thereon from ........., 1994 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly on the 15th day of February, May, August and November
of each year (each, an "Interest Payment Date"), commencing February 15,1994,
at the rate of interest per annum for each Interest Period (as defined below)
equal to LIBOR (as defined below) in effect on the relevant Interest
Determination Date (as defined below) plus a spread of ....%, until the
principal hereof is paid or made available for payment. If any Interest Payment
Date or the date of maturity would otherwise fall on a day which is not a
Business Day (as defined below), it shall be postponed to the next day which is
a Business Day. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the fifteenth day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be
<PAGE> 2
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.
Interest on this Security will accrue for each day of the Interest Period
(as defined below). Accrued interest will be calculated by multiplying the face
amount of this Security by an accrued interest factor computed by multiplying
the per annum rate of interest for the applicable Interest Period by a fraction
the numerator of which is the actual number of days elapsed in such Interest
Period and the denominator of which is 360. The accrued interest factor will be
expressed as a decimal rounded to the nearest ten-thousandth, with five
hundred-thousandths rounded upwards. Interest accrued during each Interest
Period will be payable on the next succeeding Interest Payment Date. Interest
accrued during the final Interest Period will be payable at maturity. The
interest payment at maturity will include interest accrued to but excluding the
date of maturity and will be payable to the Person to whom principal is
payable.
"Interest Period" shall mean the period beginning on and including
..........., 1994 and ending on but excluding the first Interest Payment Date
and each successive period beginning on and including an Interest Payment Date
and ending on but excluding the next succeeding Interest Payment Date or the
date of maturity.
LIBOR shall be determined by the Trustee or such other financial
institution (which may be an Affiliate of the Company) as may be appointed by
the Company, as calculation agent (the "Calculation Agent"), in accordance with
the following provisions:
(i) For each Interest Period, on the applicable Interest
Determination Date (as defined below) the Calculation Agent shall
determine LIBOR for such Interest Period. LIBOR shall be the offered rate
(expressed as an interest rate per annum) for deposits in U.S. dollars
having a maturity of three months for the Interest Period concerned which
appears on Telerate Screen Page 3750 (to five decimal places), as of
11:00 a.m., London time, on such Interest Determination Date. "Telerate
Page 3750" shall mean the display page designated as Page "3750" on the
Dow Jones Telerate Service (or such other page as may replace Page 3750
on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR shall be determined on the basis
of the rates at which deposits in U.S. dollars having a maturity of three
months, commencing on the second London Business Day immediately
following such Interest Determination Date and in a principal amount of
not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time, are offered by four major banks
in the London interbank market selected by the Calculation Agent at
approximately 11:00 a.m., London time, on such Interest Determination
Date to
-2-
<PAGE> 3
prime banks in the London interbank market. The Calculation Agent shall
request the principal London office of each of such banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR
in respect of such Interest Determination Date shall be the arithmetic
mean (rounded to the nearest one-thousandth of a percent, with five
ten-thousandths of a percent rounded upwards) of such quotations. If fewer
than two quotations are provided, LIBOR in respect of such Interest
Determination Date shall be the arithmetic mean (rounded to the nearest
one-thousandth of a percent, with five ten-thousandths of a percent
rounded upwards) of the rates quoted by three major banks in The City of
New York selected by the Calculation Agent at approximately 11:00 a.m.,
New York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks having a maturity of three months
commencing on the second London Business Day immediately following such
Interest Determination Date and in a principal amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, LIBOR shall be LIBOR in effect on such Interest
Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period shall mean the second London Business Day preceding the
Interest Payment Date commencing such Interest Period or, in the case of the
first Interest Period, the second London Business Day preceding ...........,
1994, and (ii) a "London Business Day" shall mean any Business Day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
All calculations made by the Calculation Agent in the absence of manifest
error shall be conclusive for all purposes and binding on the Company and the
Holders of the Securities.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the Corporate Trust Office of the Trustee in The City
of New York or at the Corporate Trust Office of First Fidelity Bank, N.A. in
Newark, New Jersey, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, or its duly
authorized agent, this
-3-
<PAGE> 4
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
FIRST FIDELITY BANCORPORATION
By___________________________
Attest:
___________________________
[Form of Trustee's Certificate of Authentication]
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Date of Authentication:
BANKAMERICA NATIONAL TRUST COMPANY,
As Trustee
By FIRST FIDELITY BANK, N.A.
As Authenticating Agent
By__________________________
Authorized Officer
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<PAGE> 5
[Form of Reverse of Security]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of .........., 1994 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and BankAmerica National Trust Company, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
The Securities of this series are not subject to redemption prior to
maturity and are not entitled to any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
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<PAGE> 6
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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<PAGE> 1
EXHIBIT 12.1
FIRST FIDELITY BANCORPORATION AND SUBSIDIARIES (CONSOLIDATED)
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
($ Millions)
Year Ended December 31,
------------------------------------------------------------------------------
1993 1992 1991 1990 1989
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Earnings:
1. Income (loss) before
income taxes . . . . . . . . . . . . $ 574.5 $ 396.1 $ 280.0 $ (11.3) $ 188.2
2. Plus interest expense (1) . . . . . . 702.4 932.9 1,340.0 1,724.6 1,704.0
3. Earnings including interest ------- -------- -------- -------- --------
on deposits . . . . . . . . . . . . . 1,276.9 1,329.0 1,620.0 1,713.3 1,892.2
4. Less interest on deposits . . . . . . 620.7 824.5 1,176.5 1,311.2 1,236.7
------- -------- -------- -------- --------
5. Earnings excluding interest
on deposits . . . . . . . . . . . . . $ 656.1 $ 504.6 $ 443.5 $ 402.1 $ 655.5
======= ======== ======== ======= =======
Fixed Charges: (2)
6. Including interest
on deposits (Line 2) . . . . . . . . $ 702.4 $ 932.9 $ 1,340.0 $ 1,724.6 $ 1,704.0
7. Less interest on
deposits (Line 4) . . . . . . . . . . 620.7 824.5 1,176.5 1,311.2 1,236.7
------- -------- -------- -------- --------
8. Fixed Charges excluding interest
on deposits . . . . . . . . . . . . . $ 81.6 $ 108.5 $ 163.5 $ 413.4 $ 467.3
======= ======== ======== ======= =======
Ratio of Earnings to Fixed Charges:
Including interest on deposits
(Line 3 / Line 6) (3) . . . . . . . . 1.82 1.42 1.21 0.99 1.11
======= ======== ======== ======= =======
Excluding interest on deposits
(Line 5 / Line 8) (3) . . . . . . . . 8.04 4.65 2.71 0.97 1.40
======= ======== ======== ======= =======
</TABLE>
(1) Includes amounts representing the estimated interest component of net
rental payments.
(2) The Company is the guarantor for the debt obligations of certain of its
customers in the ordinary course of business. These guarantees relate
primarily to acceptances, and are considered in determining the proper
level of the Reserve for Possible Credit Losses, and the amount of the
Provision for Possible Credit Losses. Consequently, no additional amount
has been included in Fixed Charges for these guarantees.
(3) In 1990, Earnings were inadequate to cover Fixed Charges by $11.3
million.
