<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
First Fidelity Bancorporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320195-10-0
(CUSIP Number)
William J. Henrich, Jr., Esq.,
Dilworth, Paxson, Kalish & Kauffman
3200 Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103
(215) 575-7080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 30, 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 schedule because of Rule 13d-
1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement
| |. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (9-88) Page 1 of 2
<PAGE> 2
SCHEDULE 13D
CUSIP No. 320195-10-0 Page 2 of 2 Pages
-------------- ----- -----
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter H. Annenberg
Social Security Number: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
The shares held by each Holder were purchased from such
Holder's funds
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) | |
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF
SHARES 3,300,000 Shares
BENEFICIALLY -----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0 Shares
PERSON -----------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
3,300,000 Shares
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
0 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,300,000 Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
The following items of the Schedule 13D previously filed by the
undersigned with respect to the Common Stock of First Fidelity Bancorporation
(the "Issuer") are hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
The table which appears in Item 3 setting forth the shares of Common
Stock variously held by each Holder and the total purchase price for such
shares paid by each Holder is hereby amended in its entirety to read as
follows:
<TABLE>
<CAPTION>
Total Purchase
Holder No. of Shares Price*
------ ------------- --------------
<S> <C> <C>
The Annenberg Foundation 2,800,000 123,780,363
Trust under the Will of
Moses L. Annenberg 500,000 22,589,000
----------- ------------
3,300,000 shares $146,369,363
=========== ============
</TABLE>
* Does not include brokers' commissions.
Item 5. Interest in Securities of the Issuer.
- ----------------------------------------------
Item 5 is hereby amended in its entirety to read as follows:
(a) As of the close of business on March 30, 1995, Walter H. Annenberg,
the Reporting Person, ceased to be a beneficial owner of five percent or more of
the Common Stock of the Issuer and accordingly will not be filing additional
Schedule 13D Amendments with respect thereto. As of April 6, 1995, the Reporting
Person owned a total of 3,300,000 shares of Common Stock (as determined in
accordance with Rule 13d-3 under the Exchange Act). Such shares constitute
approximately 4.16% of the 79,316,001 shares of Common Stock outstanding on
March 31, 1995 (as advised to the Reporting Person by the Issuer). Such shares
respectively are held by the Holders as follows:
<PAGE> 4
<TABLE>
<CAPTION>
Percentage of
Outstanding
Holder No. of Shares Shares
------ ------------- -------------
<S> <C> <C>
The Annenberg Foundation 2,800,000 3.53%
Trust under the Will of 500,000 .63
Moses L. Annenberg(1)
----------- -------
3,300,000 shares 4.16%
=========== =======
</TABLE>
- ----------
(1) For the benefit of certain members of the Annenberg family including
the Reporting Person.
Set forth below is certain information regarding each of the Holders.
1. The Annenberg Foundation. The Annenberg Foundation (the
"Foundation") is a Pennsylvania nonprofit stock corporation whose sole
shareholder is the Reporting Person. The Reporting Person is also sole Director,
Chairman and President of the Foundation.
2. Trust under the Will of Moses L. Annenberg. The Reporting Person is
the sole trustee of the Trust under the Will of Moses L. Annenberg. The
Reporting Person presently has a life interest in two-fifteenths of the income
of the Trust under the Will of Moses L. Annenberg.
(b) In his capacities as sole Director, Chairman and President of the
Foundation, and as sole trustee of the Trust under the Will of Moses L.
Annenberg the Reporting Person has sole power to vote, or to direct the vote of,
and to dispose or to direct the disposition of, all shares of Common Stock
reported in this Statement as held by him, by the Foundation, and by the Trust
Under the Will of Moses L. Annenberg.
(c) The following table sets forth all transactions in the Common Stock
that were effected during the past sixty days by the persons named in response
to paragraph (a) of this Item 5:
<PAGE> 5
<TABLE>
<CAPTION>
Purchase No. of Price Per
Holder (Sale) Date Shares Share*
------ ----------- ------ ---------
<S> <C> <C> <C>
Walter H. Annenberg 02/01/95 108,700 $ 48.375
(Reporting Person) 02/01/95 33,500 48.000
02/01/95 7,800 47.875
03/16/95 (12,800) 49.875
03/17/95 (1,000,000) 50.000
03/29/95 (88,100) 50.000
03/30/95 (800,000) 49.000
03/30/95 (21,000) 50.000
04/04/95 (12,000) 50.000
04/06/95 (66,100) 50.000
</TABLE>
* Does not include brokers' commission.
All purchase transactions and sales transactions of 200,000 shares were
effected in open market transactions on the New York Stock Exchange.
Sales transactions of 1,800,000 shares were effected in private placement
transactions.
(d) The Foundation has the sole right to receive and, acting through the
Reporting Person in his capacities as the sole Director, Chairman and President,
the sole power to direct the receipt of dividends from, and the proceeds of, the
sale of the shares of Common Stock held by it. The Foundation makes charitable
grants to public charities and, in limited instances, to other private
foundations, and activities involving educational programs.
The Trust under the Will of Moses L. Annenberg has the sole right to
receive and, acting through the Reporting Person in his capacity as sole
trustee, the sole power to direct the receipt of dividends from, and the
proceeds of, the sale of the shares of Common Stock respectively held by it.
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
/s/ WALTER H. ANNENBERG
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Dated: April 10, 1995 Walter H. Annenberg
