-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, igRwtUiM5TVhsZ/olxRJaZUw3lGa2PuGQCH0920aLSVYkwrsPRZrYsGYoUJEb6FU z1n036RVA/IubzkeqikS3w== 0000950116-95-000092.txt : 19950414 0000950116-95-000092.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950116-95-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950410 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FIDELITY BANCORPORATION /NJ/ CENTRAL INDEX KEY: 0000823870 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222826775 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39421 FILM NUMBER: 95527825 BUSINESS ADDRESS: STREET 1: 2673 MAIN STREET STREET 2: P O BOX 6980 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 2015656633 MAIL ADDRESS: STREET 1: 550 BROAD STREET, 15TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: FFB INC DATE OF NAME CHANGE: 19880301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANNENBERG WALTER H CENTRAL INDEX KEY: 0000904272 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ST DAVIDS CENTER SUITE A-200 STREET 2: 150 RADNOR CHCESTER ROAD CITY: ST DAVIDS STATE: PA ZIP: 19087 BUSINESS PHONE: 6103419398 MAIL ADDRESS: STREET 1: ST DAVIDS CENTER SUITE A 200 STREET 2: 150 RADNOR CHESTER ROAD CITY: ST DAVIDS STATE: PA ZIP: 19087 SC 13D/A 1 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 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: ###-##-#### ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 The shares held by each Holder were purchased from such Holder's funds ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | | ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------- 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 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,300,000 Shares ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.16% ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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:
Total Purchase Holder No. of Shares Price* ------ ------------- -------------- 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 =========== ============
* 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: 4
Percentage of Outstanding Holder No. of Shares Shares ------ ------------- ------------- 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% =========== =======
- ---------- (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: 5
Purchase No. of Price Per Holder (Sale) Date Shares Share* ------ ----------- ------ --------- 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
* 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. 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 ------------------------------ Dated: April 10, 1995 Walter H. Annenberg -----END PRIVACY-ENHANCED MESSAGE-----