UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
January 17, 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 7 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* |
| | OO |
|____|____________________________________________________________________|
| 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 |
| | | 20,561,913 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 20,561,913 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 20,561,913 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 25.39%** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
________________
** Represents 24.82% of 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 and Amendment No. 7 filed on January 4, 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 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by the following information:
On January 17, 1995, Santander issued a press release
announcing that it had received the approval of the Federal Reserve Bank of
New York to increase its ownership of the total voting stock of the Company to
30 percent, and that Santander will purchase additional Common Stock in the
open market. A copy of the press release is attached as the Exhibit hereto.
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) Upon consummation of the December 29, 1994 transfer by
Santander of all of its shares of Common Stock to its wholly-owned subsidiary,
FFB Participacoes e Servicos, S.A., Santander indirectly beneficially owned
20,561,913 shares of Common Stock, representing approximately 25.39% of the
outstanding Common Stock and 24.82% of the total voting stock of the Company
(based on (i) 80,982,839 shares of Common Stock outstanding (excluding
treasury stock) and (ii) a total of 82,851,000 shares of total voting stock
outstanding, each as of December 31, 1994, according to information provided
by the Company).
Except as set forth in this Item 5(a), neither Santander, nor
any other person controlling Santander, nor, to the best of its knowledge, any
of the persons named in Schedule A to the Original 13D, beneficially owns any
shares of Common Stock.
(b) Upon consummation of the transfer, Santander had the sole
power to vote and to dispose of 20,561,913 shares of Common Stock.
(c) On November 22, 1994, Santander sold 100,000 shares of
Common Stock to the Company. This transaction was disclosed in Santander's
Report on Form 4 filed on December 5, 1994. On December 21, 1994, Santander
sold 50,000 shares of Common Stock to the Company. This transaction is
disclosed in an amendment, dated as of today's date, to Santander's Report on
Form 4 filed on January 10, 1995. Except as otherwise disclosed herein, no
transactions in the shares of Common Stock have been effected since November
18, 1994 by Santander, any other person controlling Santander, or to the best
of its knowledge, any of the persons named in Schedule A to the Original 13D.
(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: January 19, 1995
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
Name: Gonzalo de Las Heras
Title: Director General
EXHIBIT
January 17, 1995
BANCO SANTANDER GETS FED OK TO INCREASE FIRST FIDELITY STAKE
NEW YORK, Jan. 17--Banco Santander, S.A. (NYSE: STD) announced
today that it received approval of the Federal Reserve Bank of New York to
increase its ownership of the voting stock of First Fidelity Bancorporation
(NYSE: FFB) to 30 percent. Banco Santander will purchase stock in the open
market.
The Spanish banking company now owns 24.8 percent of the voting
stock of the Newark, N.J.-based First Fidelity, the 25th largest United States
banking company. Banco Santander made its initial investment in First
Fidelity in 1991.
The Federal Reserve approval is subject to the standard 15-day
U.S. Justice Department review. The increase in ownership is subject also to
the approval of the Connecticut Department of Banking.
Banco Santander, headquartered in Madrid, operates 16 banks and
141 companies in 28 countries. It maintains North American headquarters here.
#
For additional comment, media and analysts should call Gonzalo de Las Heras
at 212-350-3500.
