-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ND8mahG8z2XcUMy2CyORe7nOYCDJgHf1N2Joh2kfpPsrlR76UUuCtJxN+xQv8iYj TNfAo7enIfXCntWwqvHe6Q== 0000950103-97-000625.txt : 19971020 0000950103-97-000625.hdr.sgml : 19971020 ACCESSION NUMBER: 0000950103-97-000625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971017 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CORP CENTRAL INDEX KEY: 0000036995 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560898180 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36061 FILM NUMBER: 97697086 BUSINESS ADDRESS: STREET 1: ONE FIRST UNION CTR CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746565 MAIL ADDRESS: STREET 1: FIRST UNION CORPORA STREET 2: ONE FIRST UNION CENTER CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 FORMER COMPANY: FORMER CONFORMED NAME: CAMERON FINANCIAL CORP DATE OF NAME CHANGE: 19750522 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION NATIONAL BANCORP INC DATE OF NAME CHANGE: 19721115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO SANTANDER S A CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 132617929 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PASEO DE PEREDA 24 STREET 2: 28046 MADRID CITY: SPAIN STATE: U3 ZIP: 00000 BUSINESS PHONE: 3413423000 MAIL ADDRESS: STREET 1: 45 EAST 53RD ST STREET 2: 45 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) FIRST UNION CORPORATION (Name of Issuer) COMMON STOCK $3.33 1/3 PAR VALUE (Title of Class of Securities) 337358105 (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) September 23, 1997 (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. 337358105 | | Page 2 of 5 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | BANCO SANTANDER, S.A. | | | | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | (a) |_| | | | _ | | | (b) |X| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | SOURCE OF FUNDS* | | | Not applicable | |____|____________________________________________________________________| | 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 | | | | 0 | | NUMBER OF |____|_______________________________________________| | SHARES | 8 | SHARED VOTING POWER | | BENEFICIALLY | | 0 | | OWNED BY |____|_______________________________________________| | EACH | 9 | SOLE DISPOSITIVE POWER | | REPORTING | | 0 | | PERSON |____|_______________________________________________| | WITH | 10 | SHARED DISPOSITIVE POWER | | | | 0 | |____________________|____|_______________________________________________| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 0 | |____|____________________________________________________________________| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ | | | CERTAIN SHARES* |_| | |____|____________________________________________________________________| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 0.00% | |____|____________________________________________________________________| | 14 | TYPE OF REPORTING PERSON* | | | CO | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 18 Banco Santander, S.A., a Spanish banking corporation ("Santander"), hereby amends and supplements its Schedule 13D, originally filed on January 11, 1996, as amended and supplemented by Amendment No. 1 filed on August 12, 1996 (as so amended and supplemented the "Schedule 13D"), with respect to its ownership interest in shares of common stock, par value $3.33 1/3 per share ("Common Stock"), of First Union Corporation, a North Carolina 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: The purpose of the sale of Common Stock on September 23, 1997 described in Item 5 (the "Sale") was to dispose of 100% of Santander's interest in 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) On September 23, 1997, Santander's wholly- owned subsidiary, FFB Participacoes e Servicos, Sociedade Unipessoal, S.A., a holding company incorporated in Portugal, which directly held the Common Stock beneficially owned by Santander, sold 44,718,844 shares of Common Stock, representing 100% of the shares of Common Stock beneficially owned by Santander, in a public offering registered under the Securities Act of 1933, as amended, at a price of $48.38 per share. (b) Upon consummation of the Sale, Santander had the sole power to vote and to dispose of 0 shares of Common Stock and had the shared power to vote and to dispose of 0 shares of Common Stock. (c) Except as otherwise disclosed herein, no transactions in the shares of Common Stock have been effected during the past 60 days by Santander, or any other person controlling Santander, to the best of its knowledge. (d) Inapplicable. (e) September 23, 1997. 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: October 16, 1997 BANCO SANTANDER, S.A. By: /s/ Gonzalo de las Heras ------------------------- Name: Gonzalo de las Heras Title: -----END PRIVACY-ENHANCED MESSAGE-----