UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
FIRST FIDELITY BANCORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
32019510
(CUSIP Number)
BANCO SANTANDER,
SOCIEDAD ANONIMA
(formerly BANCO DE SANTANDER
SOCIEDAD ANONIMA DE CREDITO)
(Name of Persons Filing Statement)
GONZALO DE LAS HERAS
BANCO SANTANDER, S.A.
45 East 53rd Street
New York, NY 10022
Tel. No.: (212) 350-3444
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 24, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this statement
because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with
this statement: [ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 32019510 | | Page 2 of 12 Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | BANCO SANTANDER, S.A. |
| | (formerly BANCO DE SANTANDER, S.A. DE C.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Kingdom of Spain |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 22,218,273 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 22,218,273 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 22,218,273 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 27.88%** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 12
** Represents 27.25% of the total voting stock of Issuer, First Fidelity
Bancorporation.
Banco Santander, S.A., a Spanish banking corporation
("Santander" and, together with its consolidated subsidiaries, the "Santander
Group"), hereby amends and supplements its Schedule 13D, originally filed on
March 27, 1991 (the "Original 13D"), as amended and supplemented by Amendment
No. 1 filed on December 31, 1991, Amendment No. 2 filed on October 6, 1992,
Amendment No. 3 filed on May 5, 1993, Amendment No. 4 filed on August 16,
1993, Amendment No. 5 filed on March 30, 1994, Amendment No. 6 filed on June
15, 1994, Amendment No. 7 filed on January 4, 1995, Amendment No. 8 filed on
January 19, 1995 and Amendment No. 9 filed on March 8, 1995 (as so amended and
supplemented, the "Schedule 13D"), with respect to the purchase of shares of
common stock, par value $1.00 per share ("Common Stock"), of First Fidelity
Bancorporation, a New Jersey corporation (the "Company"). Capitalized terms
used but not defined herein shall have the meanings given to such terms in the
Schedule 13D.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
(a) In a series of open market purchases from March 7, 1995
through March 24, 1995 (the "open market purchases"), Santander's wholly-owned
subsidiary FFB Participacoes e Servicos, S.A. acquired a total of 832,620
shares of Common Stock. As a result, Santander indirectly beneficially owned
a total of 22,218,273 shares of Common Stock as of March 24, 1995. This
represents approximately 27.88% of the outstanding Common Stock and 27.25% of
the total voting shares of the Company (based on (i) 79,687,304 shares of
Common Stock outstanding (excluding treasury stock) and (ii) a total of
81,537,222 voting shares outstanding, each as of March 23, 1995, according to
information provided by the Company).
Except as set forth in this Item 5(a), neither Santander,
nor any other person controlling Santander, to the best of its knowledge,
benficially owns any shares of Common Stock.
(b) Upon consummation of the transfer, Santander had the sole
power to vote and to dispose of 22,218,273 shares of Common Stock.
(c) The open market purchases are described in Schedule A
hereto. Except as otherwise disclosed herein or therein, no transactions
in the shares of Common Stock have been effected since March 24, 1995 by
Santander, or any other person controlling Santander, to the best of its
knowledge.
(d) Inapplicable.
(e) Inapplicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: March 4, 1995
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
___________________________
Name: Gonzalo de Las Heras
Title: Director General
Schedule A
OPEN MARKET PURCHASES OF COMMON STOCK
BY FFB PARTICIPACOES E SERVICOS, S.A.
FROM MARCH 7, 1995 THROUGH MARCH 24, 1995
Date Number of Shares Price ($)
---- ---------------- ---------
March 7, 1995 27,240 49.50900
March 8, 1995 24,600 49.37800
March 9, 1995 16,680 49.70100
March 14, 1995 12,000 50.16400
March 14, 1995 600,000 50.00000
March 15, 1995 12,000 49.93800
March 16, 1995 30,720 49.75600
March 17, 1995 12,000 49.85600
March 20, 1995 14,280 49.55200
March 21, 1995 12,120 49.35500
March 22, 1995 20,400 49.37500
March 23, 1995 20,580 49.50900
March 24, 1995 30,000 49.60600
