UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
December 29, 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 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 |
| | | 20,611,913 |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 20,611,913 |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 20,611,913 |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* | | |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 25.35%** |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
** Represents 24.78% 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 and Amendment No. 6 filed on
June 15, 1994 (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 1. Security and Company.
The response set forth in Item 3 of the Schedule 13D is hereby
amended and supplemented by the following information:
On December 29, 1994, Santander transferred all of its shares
of Common Stock of the Company to its wholly-owned subsidiary FFB
Participacoes e Servicos, S.A. ("Participacoes"), a second-tier bank holding
company incorporated in the Portuguese territory of Madeira (the "transfer").
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby
amended and supplemented by the following information:
Santander effected the transfer by contributing its Common
Stock to Participacoes. Participacoes did not pay any amount to Santander for
the Common Stock it received as the result of the transfer.
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:
The purpose of the transfer was to streamline Santander's
operations, improve internal planning and control and reduce income tax
expenses. As a simple internal rearrangement of the Santander Group's
holdings, the transfer did not involve the acquisition or disposition of any
shares, assets, liabilities or businesses not already directly or indirectly
owned by Santander or the incurrence of any debt, nor did it involve the
commencement of any new activity. Neither Santander nor Participacoes has any
plan or proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D,
except that Santander has filed a request for the prior approval of the
Board of Governors of the Federal Reserve System (the "Board") of
Santander's acquisition through Participacoes of up to 30% of the total
voting stock of the Company.
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 transfer, Santander indirectly
beneficially owned 20,611,913 shares of Common Stock, representing
approximately 25.35% of the outstanding Common Stock and 24.78% of the total
voting stock of the Company (based on (i) 81,311,673 shares of Common Stock
outstanding (excluding treasury stock) and (ii) a total of 83,185,729 shares
of total voting stock outstanding, each as of November 30, 1994, according to
information provided by the Company). Santander has received regulatory
approval to acquire securities representing up to 24.9% of the total voting
power of the Company's then outstanding securities on a fully diluted basis
through open market purchases or otherwise; unless further extended by the
Board, this approval expires on November 25, 1995.
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 20,611,913 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. Except as otherwise disclosed
herein, no other transactions in the shares of Common Stock have been
effected since October 30, 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 4, 1995
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de Las Heras
Name: Gonzalo de Las Heras
Title: Director General
