<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
First Inter-Bancorp Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share,
and Associated Preferred Share Purchase Rights
(Title of Class of Securities)
32054T
(CUSIP Number)
James L. Mitchell, Esq.
Executive Vice President, General Counsel and Secretary
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
(201) 565-3200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 27, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 32054T PAGE 1 OF 4 PAGES
------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Fidelity Bancorporation
22-2826775
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES 551,000*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 551,000*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8**
14 TYPE OF REPORTING PERSON*
HC;CO
__________________________________
*First Fidelity directly owns 50,000 shares of Common Stock.
Beneficial ownership of 461,000 shares of Common Stock was reported
hereunder solely as a result of the Option Agreement described in Item 4.
The option granted pursuant to the Option Agreement has not yet become
exercisable. First Fidelity expressly disclaims beneficial ownership of such
shares. See Item 5.
**Based upon the 2,312,735 shares of Common Stock reported by First
Inter-Bancorp Inc. to be outstanding as of January 27, 1994, plus the
461,000 shares obtainable by First Fidelity upon the exercise of the option
described in Item 4 were such option presently exercisable.
<PAGE> 3
First Fidelity Bancorporation ("First Fidelity"), a New Jersey
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended, hereby amends and supplements its Schedule 13D,
originally filed on February 7, 1994 (the "Original 13D"), with respect to its
deemed beneficial ownership of 461,000 shares of Common Stock, par value $1.00
per share ("Common Stock") of First Inter-Bancorp Inc. ("FIBI"), a Delaware
corporation. Capitalized terms used herein but not otherwise defined shall
have the meanings given to such terms in the Original Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response set forth in Item 5 of the Original Schedule 13D is
hereby amended and supplemented by the following:
In connection with consummation of First Fidelity's acquisition on
December 30, 1993 of Peoples Westchester Savings Bank ("Peoples"), First
Fidelity acquired 50,000 shares of Common Stock previously owned by Peoples.
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct.
DATED: April 20, 1994
FIRST FIDELITY BANCORPORATION
By: /s/ Wolfgang Schoellkopf
------------------------------------
Name: Wolfgang Schoellkopf
Title: Vice Chairman and
Chief Financial Officer
