UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
June 19, 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 18 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 |
| | | 23,519,943 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 23,519,943 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 23,519,943 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* | | |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 29.84%** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 18
** Represents 29.17% 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, Amendment No. 9 filed on March 8, 1995, Amendment No. 10
filed on March 30, 1995, and Amendment No. 11 filed on April 25, 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 April 24, 1995
through May 26, 1995 (the "open market purchases"), Santander's wholly-owned
subsidiary FFB Participacoes e Servicos, S.A. acquired a total of 204,050
shares of Common Stock. As a result, Santander indirectly beneficially owned
a total of 23,519,943 shares of Common Stock as of May 26, 1995. This
represents approximately 29.84% of the outstanding Common Stock and 29.17% of
the total voting shares of the Company (based on (i) 78,823,012 shares of
Common Stock outstanding (excluding treasury stock) and (ii) a total of
80,641,521 voting shares outstanding, each as of May 26, 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,
beneficially owns any shares of Common Stock.
(b) Upon consummation of the transfer, Santander had the sole
power to vote and to dispose of 23,519,943 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 May 26, 1995 by Santander,
or any other person controlling Santander, to the best of its knowledge.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to the
Securities of the Issuer
The response set forth in Item 6 of the Schedule 13D is hereby
amended and supplemented by the following:
On June 19, 1995, First Union Corporation ("First Union") and
the Company issued a press release announcing the proposed merger of the two
banks. A copy of the press release of First Fidelity and First Union is
attached hereto as Exhibit A and is hereby incorporated by reference in its
entirety.
Pursuant to an Agreement and Plan of Merger dated as of June
18, 1995 (the "Merger Agreement"), First Union and the Company agreed that the
Company would merge with and into a subsidiary of First Union, with such
subsidiary as the surviving corporation, and as consideration for such merger
each issued and outstanding share of Common Stock would be exchanged for 1.35
shares (subject to adjustment in certain circumstances) of common stock of
First Union. Pursuant to a Voting and Support Agreement dated June 19, 1995,
attached hereto as Exhibit 8, Santander agreed to vote all of its shares of
Common Stock in favor of such merger unless the Board of Directors of the
Company withdraws its recommendation in support of such merger. Santander has
also agreed not to sell its shares of Common Stock during certain proscribed
periods under the Federal securities laws and certain accounting rules. The
Voting and Support Agreement terminates upon any termination of the Merger
Agreement.
Item 7. Materials to Be Filed as Exhibits
1. Press release dated June 19, 1995.
2. Voting and Support Agreement dated June 19, 1995.
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: June 19, 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 April 24, 1995 THROUGH May 26, 1995
Date Number of Shares Price ($)
- ---- ---------------- ---------
April 25, 1995 8,890 48.82400
April 26, 1995 21,000 48.73800
April 27, 1995 10,500 48.66800
April 28, 1995 10,500 48.26300
May 1, 1995 14,000 48.31800
May 2, 1995 7,000 48.75400
May 11, 1995 21,000 49.44000
May 12, 1995 28,000 50.09800
May 18, 1995 3,710 50.00000
May 19, 1995 14,000 49.75000
May 22, 1995 35,000 50.04800
May 23, 1995 6,370 50.04300
May 25, 1995 21,000 50.16300
May 26, 1995 3,080 50.12500
EXHIBIT A
Monday
June 19, 1995
FIRST UNION AND FIRST FIDELITY ANNOUNCE GROUNDBREAKING MERGER
THAT WILL CREATE THE EAST COAST BANKING LEADER; FIRST UNION RELEASES EARNINGS
ESTIMATES FOR 1995-1996 AND INCREASES DIVIDEND
Charlotte, N.C. and Newark, N.J./Philadelphia, Pa. -- First
Union Corporation (NYSE:FTU) and First Fidelity Bancorporation (NYSE:FFB) have
signed a definitive merger agreement that would create the nation's
sixth-largest bank holding company based on total assets of $123.7 billion.
The groundbreaking merger will create the East Coast banking leader serving
10.5 million customers through 2,000 offices in 13 states.
First Union has agreed to exchange 1.35 shares of its common
stock for each share of First Fidelity common stock. Based on First Union's
closing stock price of $47.625 on June 16, 1995, the transaction would be
valued at approximately $5.4 billion and represent an exchange value of $64.29
for each share of First Fidelity common stock. The purchase price would be
1.92 times First Fidelity's March 31, 1995 book value.
The merger, which will be accounted for as a pooling, is
expected to be consummated by Dec. 31, 1995, pending First Union and First
Fidelity shareholder approval, regulatory approval and other customary
conditions of closing. The merger is also expected to be a tax-free
reorganization for federal income tax purposes.
Prior to consummation, the companies plan to repurchase up to
5.5 million First Fidelity shares or 7.4 million First Union shares, or some
combination of the two. Approximately 105 million shares of First Union
common stock are expected to be issued in the transaction.
Following consummation of the merger, First Union expects to
exceed the 1996 analyst consensus estimate of $6.17 per share for First Union
on a stand-alone basis, with estimated earnings for the combined company in
1996 of $6.31 per share. The earnings estimate assumes several factors,
including the expected financial benefits as the combined company leverages
the delivery of First Union's broader product line in the new markets and
achieves expected operating efficiencies.
First Union estimates the combined company will earn $5.29 per
share for 1995, excluding an aggregate after-tax restructuring charge of $140
million, or 50 cents per share, to cover merger-related expenses.
First Union also issued an earnings estimate for the current
quarter ending June 30, 1995, of $1.40 to $1.45 per share for First Union on a
stand-alone basis, which would bring First Union's 6-month earnings to between
$2.72 and $2.77 per share.
As with any earnings estimates, there are factors beyond the
company's control that could influence the actual results for 1995-1996, such
as changes in economic conditions. As a result, the actual results could
differ materially from these estimates.
Based upon First Union's earnings momentum, the First Union
board of directors has approved the 18th consecutive annual increase in the
cash dividend on First Union's common stock. The quarterly dividend will
increase 13 percent, from 46 to 52 cents per share. On an annualized basis,
the dividend rate will increase from $1.84 to $2.08. The common stock
dividend is payable Sept. 15, 1995 to holders of record as of Aug. 31, 1995.
First Union Chairman and Chief Executive Officer Edward E.
Crutchfield and First Fidelity Chairman and Chief Executive Officer Tony
Terracciano explained that the merger will combine two dynamic organizations
with common visions and strategy, and highly compatible management.
"Tony Terracciano's decision to combine with us is the highest
compliment ever paid to our company," Crutchfield said. "His talent, vision
and track record are superior in the banking industry."
"This is the right merger for both our companies at the right
time," said Terracciano. "By combining our market strengths and managerial
talents, we can take full advantage of technological developments,
consolidation opportunities and a changing financial services landscape to
produce superior shareholder return both now, and into the next century."
Crutchfield announced that Terracciano will join him and First
Union's John R. Georgius in a new "Office of the Chairman" for the combined
company. Crutchfield will serve as chairman and chief executive officer,
Terracciano will serve as president, and Georgius will become vice chairman.
"With this merger, we will create the critical mass and
business volume needed to thrive as we compete head-on with non-banking
companies in the aggressive sale of card products, retail investment products
and capital markets services," said Georgius. "Our size and volume will allow
us to spread the cost of advanced delivery systems over a larger base, keep
unit costs low and increase our speed and flexibility."
The two companies already serve a region that includes four of
the five highest personal income areas in the country, with 35 percent of the
U.S. population. The market served by First Fidelity includes the greatest
concentration of middle-market companies in the nation.
Following the merger, fee income is expected to grow through
the sale of a diverse mix of investment products and financial services to
business customers and retail bank consumers in First Fidelity's markets.
First Union has developed an extensive offering of financial planning and
investment services for consumers, including a proprietary family of mutual
funds and annuity products, and has led the banking industry in training and
developing its own in-house investment sales force.
First Union formed a Capital Markets Group in 1994 to provide
competitive investment banking services, including loan syndications, private
placements, asset securitizations, and risk management products to
middle-market companies and large corporations. First Union is among a select
group of banks that have received approval from the Federal Reserve Board to
underwrite corporate debt and equities.
In addition to growing revenues, First Union estimate expenses
savings of up to 5 percent from the combined operations, which reflects the
expected consolidation of staff positions and the leveraging of technology
expenses across a broader base. The combined company will operate under the
First Union name.
Banco Santander, the leading bank in Spain, owns approximately
30 percent, or approximately 23.5 million shares of First Fidelity common
stock, and has agreed to vote the shares it holds in favor of the merger.
Following the merger, Banco Santander would hold approximately 11.4 percent of
First Union's outstanding shares. In connection with the merger, six First
Fidelity corporate directors, including Tony Terracciano and a representative
of Banco Santander, are expected to join First Union's corporate board.
Emilio Botin, Chairman and CEO of Banco Santander said, "We are
very pleased to become a major shareholder in the preeminent financial
institution that will result from the merger of First Union and First
Fidelity. We look forward to a fruitful investment in the new First Union
under the leadership of Ed Crutchfield."
In connection with the execution of the merger agreement, First
Fidelity granted First Union an option to purchase, under certain
circumstances, up to 19.9 percent of First Fidelity's outstanding shares of
common stock. First Union also granted First Fidelity an option to purchase,
under certain circumstances, up to 19.9 percent of First Union's outstanding
shares of common stock.
The merger agreement provides for each share of three series of
First Fidelity preferred stock, one of which is convertible into First
Fidelity common stock, to be exchanged for one share of a comparable series of
First Union class A preferred stock containing substantially identical terms
as the related First Fidelity series.
Newark, N.J./Philadelphia,Pa.-based First Fidelity
Bancorporation is the nation's 25th-largest bank holding company, with assets
of approximately $35.4 billion as of March 31, 1995. The company has the
largest share of deposits in New Jersey, and the third-largest share of
deposits in Westchester County, N.Y., Fairfield County, Conn., and the
Philadelphia metropolitan area. First Fidelity has 685 offices in New Jersey,
Pennsylvania, New York, Connecticut, Delaware and Maryland, with approximately
12,000 employees.
Charlotte, N.C.-based First Union Corporation is the nation's
9th-largest bank holding company, with assets of approximately $88.3 billion
(including recently closed and pending acquisitions). First Union operates
1,287 full-service banking offices in North Carolina, South Carolina, Georgia,
Florida, Tennessee, Virginia, Maryland and Washington, D.C. First Union has
the largest share of deposits in North Carolina and the second-largest share of
deposits in Florida. First Union has the first, second or third-largest share
of deposits in Washington, D.C., Charlotte, Atlanta, Jacksonville, Tampa-St.
Petersburg, Orlando, Miami and other key metropolitan areas in the South
Atlantic. First Union has approximately 32,000 employees.
Media contacts area Marianna Sheridan of First Union at
704-383-3715 (office) and 704-333-6447 (home), and Paul Levine of First
Fidelity at 201-565-2949 (office) and 610-525-7520 (home). Investor contacts
are Leah Long of First Union at 704-374-4353, and Laura Shaible of First
Fidelity at 201-565-3397.
EXHIBIT B
AGREEMENT, dated June 19, 1995 (this "Agreement"), among Banco
Santander, S.A., a Spanish banking corporation (the "Investor"), FFB
Participacoes e Servieos, S.A., a Portuguese corporation ("Investor Sub"),
First Fidelity Bancorporation, a New Jersey corporation ("FFB"), and First
Union Corporation, a North Carolina corporation ("FUNC").
RECITALS:
(A) The Merger. FFB, FUNC and PKC, Inc, a New Jersey
corporation and wholly owned subsidiary of FUNC ("Merger Sub"), have entered
into an Agreement and Plan of Merger (the "Plan") pursuant to which FUNC will
acquire FFB by means of a merger of FFB with and into Merger Sub, subject to
the terms and conditions of the Plan (the "Merger"), a copy, as executed, has
been received by Investor and Investor Sub.
(B) The Shares and the Investment Agreement. As of the date
hereof, Investor Sub is the beneficial and registered owner of 25,519.943
shares (including any shares of FFB capital stock acquired after the date
hereof, the "Shares") of Common Stock, par value $1.00 per share ("FFB Common
Stock"), of FFB, constituting approximately 29.8% of the currently outstanding
shares of FFB Common Stock and, as a result of Investor's 100% ownership and
control of Investor Sub, the Investor is the beneficial owner of the Shares.
Investor is a party to an Investment Agreement, dated as of March 18, 1991
(the "Investment Agreement"), between Investor and FFB and Investor Sub is
subject to the provisions of the Investment Agreement as a result of the
transfer of the Shares by Investor to Investor Sub as if it were the Investor.
(C) Condition to Plan. As a condition and inducement to
FUNC's willingness to enter into the Plan, the Investor and the Investor Sub
are entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Agreement to Vote. At such time as FFB conducts a meeting
of its shareholders for the purpose of adopting and approving the Plan, the
Merger and the transactions contemplated thereby, Investor agrees to cause
Investor Sub to, and Investor Sub itself agrees to, duly and validly vote
all of the Shares in favor of adopting and approving the Plan, the Merger
and the transactions contemplated thereby, provided, that Investor and
Investor Sub may vote the Shares in their discretion with respect to the
Merger in the event the Board of Directors of FFB determines to withdraw
their recommendation in support of the merger and so advises the
shareholders of FFB.
2. Agreement to Cooperate. In addition to the specific
matters provided for elsewhere herein, Investor and Investor Sub shall take
all action reasonably requested by FUNC and FFB to facilitate the consummation
of the Merger and the transactions contemplated by the Plan.
3. Regulatory Approvals. Investor and Investor Sub shall each
use its reasonable best efforts to obtain all permits, consents, orders,
approvals and authorizations of, and to make or provide all filings with or
notices to, all third parties and Regulatory Authorities necessary or
advisable on its part to permit the consummation of the Merger and the
transactions contemplated by the Plan, including without limitation the
Regulatory Approvals referred to in Section 6.02 of the Plan (the
"Approvals").
4. Investment Agreement. Investor and Investor Sub hereby
waive any and all rights, and all lapses of, or changes in, rights or
obligations, under the Investment Agreement, and agree that they shall not
exercise any such rights, that arise out of, or result from, the entry into,
and matters preliminary to the entering into, the Plan, the Stock Option
Agreements and this Agreement and the consummation of the Merger and the
transactions contemplated thereby and hereby including, without limitation,
Sections 2.03, 5.03, 5.04, 8.04, 8.06 and 11.01(b)(iii) of the Investment
Agreement. FFB hereby consents to Investor and Investor Sub entering into
this Agreement under Section 8.04(a)(ii) and (iii) of the Investment
Agreement. FFB and Investor and Investor Sub hereby agree that to the extent
that this Agreement effects or relates to the Investment Agreement that the
Investment Agreement is hereby amended to such effect. Unless otherwise
terminated in accordance with its terms as amended hereby, the Investment
Agreement shall terminate in its entirety immediately prior to the
consummation of the Merger except that Sections 6.01, 12.03 and 12.5 shall
survive. Except as otherwise provided for herein, the Investment Agreement
shall remain in full force and effect in accordance with its terms.
5. Securities Act of 1933; Accounting Matters. Simultaneously
with the execution and delivery of this Agreement, Investor and Investor Sub
are executing and delivering to FFB and FUNC an "affiliates letter"
substantially in the form provided by the Plan for affiliates of FFB covering
the Securities Act of 1933 and accounting matters set forth therein.
6. Termination of Agreement. This Agreement shall terminate
upon termination of the Plan in accordance with its terms. In the event of
the termination of this Agreement, this Agreement shall forthwith become null
and void and there shall be no liability or obligation on the part of FFB,
Investor, Investor Sub or FUNC or their respective officers or directors,
except that nothing in this Section 7 shall relieve any party hereto from any
liability for breach of this Agreement prior to such termination.
7. Representations and Warranties of Investor and Investor
Sub. Investor and Investor Sub hereby represent and warrant to FFB and FUNC
as follows:
(a) Investor and Investor Sub each has all requisite power
and authority to execute and deliver this Agreement and to cause the
voting, or to vote, as the case may be, the Shares in accordance with
Section 1 hereof and otherwise perform its obligations hereunder;
such execution, delivery, vote and performance have been duly
authorized by all necessary action on the part of each of the
Investor and Investor Sub; and this Agreement has been duly executed
and delivered by each of Investor and Investor Sub and constitutes
the valid and binding agreement of each of Investor and Investor Sub
enforceable against each of Investor and Investor Sub in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(b) As of the date hereof, Investor and Investor Sub are
aware of no reason relating exclusively to Investor or Investor Sub
or any of their affiliates why the Approvals will not be received
without the imposition of a condition or requirement described in the
proviso to Section 6.02 of the Plan.
(c) Neither Investor nor Investor Sub or any affiliate
thereof has any right or option to acquire any additional shares FFB
capital stock except as set forth in Schedule A.
8. Representations and Warranties of FFB and FUNC. Each of
FFB and FUNC hereby represents and warrants to the other parties hereto that
it has the corporate power and authority to execute, deliver and perform this
Agreement; such execution, delivery and performance have been duly authorized
by all necessary corporate action on its part; and this Agreement has been
duly executed and delivered by it and constitutes the valid and binding
agreement of it, enforceable against it in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
9. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by the applicable party hereto in accordance with
their specific terms or were otherwise breached. It is accordingly agreed
that each of the parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement by the other and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other remedy
to which it is entitled at law or in equity and that each party waives the
posting of any bond or security in connection with any proceeding related
thereto.
10. Expenses. Except as may otherwise be provided herein, no
party hereto shall be responsible for the payment of any other parties'
expenses incurred in connection with this Agreement.
11. Third Party Beneficiaries. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
its respective successors and permitted assigns, and it is not the intention
of the parties to confer third party beneficiary rights upon any other person
or entity.
12. Amendments. This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by all of the parties hereto.
13. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and delivered personally or by
telecopy transmission or sent by registered or certified mail or by any
express mail service, postage or fees prepaid, addressed as provided for in
the Plan or the Investment Agreement.
14. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New York, without
regard to the conflict of law principles thereof, except to the extent that
the [N-BCA] shall expressly govern the matters set forth herein.
15. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to constitute an original.
This Agreement shall become effective when one counterpart signature page has
been signed by each party hereto and delivered to the other parties.
16. Effect of Heading. The descriptive headings contained
herein are for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
18. Further Assurances. Each of the parties hereto agree to
execute and deliver all such further documents, certificates and instruments
and take all such further reasonable action as may be necessary or
appropriate, in order to consummate the transactions contemplated hereby.
19. Defined Terms. Terms used herein that are not otherwise
defined herein shall have the meanings assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the date first written above.
BANCO SANTANDER, S.A.
By:/s/ Jose M. Maceda
-------------------------
Jose M. Maceda
Senior Vice President
FFB PARTICIPACOES E
SERVIEOS, S.A.
By:/s/ Jose M. Maceda
-------------------------
Jose M. Maceda
Director
FIRST FIDELITY BANCORPORATION
By:/s/ Wolfgang Schoellkopf
-------------------------
Wolfgang Schoellkopf
Vice Chairman and Chief
Financial Officer
FIRST UNION CORPORATION
By:/s/ Marion A. Cowell, Jr.
-------------------------
Marion A. Cowell, Jr.
Executive Vice President
