SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 18, 1995
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First Fidelity Bancorporation
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(Exact name of registrant as specified in its charter)
New Jersey 1-9839 22-2826775
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
550 Broad Street 123 South Broad Street
Newark, NJ 07102 Philadelphia, PA 19109
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(Address of principal executive offices)
Registrant's telephone number, including area code (201) 565-3200
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 18, 1995, First Fidelity Bancorporation ("First Fidelity" or
the "Corporation") entered into a definitive Agreement and Plan of Merger (the
"Plan") with First Union Corporation ("First Union"), which provides, among
other things, for (i) the merger (the "Merger") of the Corporation with and
into a wholly-owned subsidiary of First Union, (ii) the exchange of each
outstanding share of the Corporation's common stock for 1.35 shares of First
Union common stock (the "Exchange Ratio") and (iii) the exchange of each share
of the three outstanding series of the Corporation's preferred stock for one
share of a new, comparable series of First Union Class A Preferred Stock
containing substantially identical terms to the series being exchanged
therefor, all subject to the terms and conditions contained in the Plan.
On June 19, 1995, in connection with the execution of the Plan, the
Corporation entered into an agreement (the "First Fidelity Option Agreement")
pursuant to which First Union was granted an option to purchase, under certain
circumstances, up to that number of shares of the Corporation's common stock
as equals 19.9% of the number of shares outstanding, at a per share exercise
price equal to the last sale price of the Corporation's common stock on the
New York Stock Exchange Composite Transactions tape on June 19, 1995 ($59.00)
and First Union entered into an agreement (the "First Union Option Agreement")
pursuant to which First Fidelity was granted an option to purchase, under
certain circumstances, up to that number of shares of First Union's common
stock as equals 19.9% of the number of shares outstanding, at a per share
exercise price equal to the last sale price of First Union's common stock on
the New York Stock Exchange Composite Transactions tape on June 19, 1995
($45.875).
Also on June 19, 1995, in connection with the execution of the Plan,
(i) Banco Santander, S.A. and its affiliate, FFB Participacoes e Servieos,
S.A., the owners of approximately 30% of the outstanding shares of the
Corporation's common stock, entered into an agreement (the "Voting and Support
Agreement") pursuant to which they agreed, among other things, to vote the
shares held by them in favor of the Plan, at the First Fidelity shareholder
meeting to be held to vote on the Plan, unless the First Fidelity Board of
Directors withdraws its recommendation that shareholders vote to approve the
Plan (which, pursuant to the Plan, the Board of Directors can do only if it
determines that its failure to withdraw such recommendation would constitute a
breach of its fiduciary duties under applicable law), and (ii) the Corporation
entered into an amendment (the "Rights Plan Amendment") to its Rights
Agreement (the "Rights Plan") to exempt the First Fidelity Option Agreement
and the Voting and Support Agreement from the Corporation's Rights Plan.
Consummation of the Merger is subject to receipt of regulatory and
shareholder approvals, as well as other conditions set forth in the Plan.
No assurance can be given that the Merger will be consummated. Under
certain circumstances, if the average market price of First Union's
common stock during the ten trading days ending on the close of trading
on the date of Federal Reserve Board approval of the Merger (the
"Pricing Period Average Price") is (x) less than $40.48 and the percen-
tage decrease in such stock price from the June 16, 1995 closing price
to the Pricing Period Average Price is more than 15 percentage points greater
than the reduction, if any, during the same period in a weighted index of
selected bank holding company stocks, or (y) less than 75% of the closing
price of First Union's common stock on June 19, 1995, the Board of Directors
of the Corporation can terminate the Plan and not consummate the Merger,
unless, in either case, First Union exercises certain rights to increase the
Exchange Ratio, all as provided in the Plan.
Copies of the Plan, the First Fidelity Option Agreement, the First
Union Option Agreement, the Voting and Support Agreement and the Rights Plan
Amendment are attached as exhibits hereto and are incorporated by reference
herein. The foregoing summaries of such documents are qualified in their
entirety by reference to the actual documents.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
2.1 The Plan (including the exhibits thereto).
4.1 Rights Plan Amendment (incorporated by reference
to Exhibit D to the Plan).
10.1 Voting and Support Agreement (incorporated by
reference to Exhibit B to the Plan).
10.2 First Fidelity Option Agreement (incorporated by
reference to Exhibit A to the Plan).
10.3 First Union Option Agreement (incorporated by
reference to Exhibit C to the Plan).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FIDELITY BANCORPORATION
Dated: June 23, 1995 By: /s/ James L. Mitchell
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Name: James L. Mitchell
Title: Executive Vice President
and General Counsel
Exhibit Index
Exhibit No. Description
2.1 The Plan (including exhibits thereto).
4.1 Rights Plan Amendment (incorporated by reference
to Exhibit D to the Plan).
10.1 Voting and Support Agreement (incorporated by
reference to Exhibit B to the Plan).
10.2 First Fidelity Option Agreement (incorporated by
reference to Exhibit A to the Plan).
10.3 First Union Option Agreement (incorporated by
reference to Exhibit C to the Plan).