-----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, QwQUcLWiDvNM++fj2dqJqpIRsnq2BXCxGBJo39Mlq1dyaru/K+sFBl7gZslZWj6Z tB2t6pWHuv1uYyS/29iV0Q== 0000950103-96-001048.txt : 19960813 0000950103-96-001048.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950103-96-001048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960812 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: 1934 Act SEC FILE NUMBER: 005-36061 FILM NUMBER: 96608996 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 9-12 STREET 2: 39004 SANTANDER CITY: SPAIN STATE: U3 ZIP: 00000 BUSINESS PHONE: 2123503500 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. 1) 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) August 7, 1996 (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 6 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 | | | | 28,179,422 | | NUMBER OF |____|_______________________________________________| | SHARES | 8 | SHARED VOTING POWER | | BENEFICIALLY | | 0 | | OWNED BY |____|_______________________________________________| | EACH | 9 | SOLE DISPOSITIVE POWER | | REPORTING | | 28,179,422 | | PERSON |____|_______________________________________________| | WITH | 10 | SHARED DISPOSITIVE POWER | | | | 0 | |____________________|____|_______________________________________________| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 28,179,422 | |____|____________________________________________________________________| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ | | | CERTAIN SHARES* | | | | | - | |____|____________________________________________________________________| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 9.99% | |____|____________________________________________________________________| | 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 (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 August 7, 1996 described in Item 5 (the "Sale") was to improve the regulatory capital treatment of Santander's investment in the Company under Spanish banking laws. Under Spanish law, an investment by a Spanish corporation of greater than 10% in a financial institution that is not part of such corporation's consolidated group is deducted from the corporation's total capital for regulatory purposes. The Sale has decreased Santander's investment in the Company to slightly less than 10%, as disclosed herein, which will result in higher regulatory capital ratios for Santander than would exist without the Sale. 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 August 7, 1996, Santander's wholly-owned subsidiary, FFB Participacoes e Servicos Sociedade Unipessoal, S.A., a holding company incorporated in Portugal, which directly holds the Common Stock beneficially owned by Santander, sold 3,572,500 shares of Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, at a price of $63.60 per share. As a result of the Sale, Santander indirectly beneficially owns a total of 28,179,422 shares of Common Stock. This represents approximately 9.99% of the total number of shares of Common Stock outstanding (based on 281,947,670 shares of Common Stock outstanding as of June 30, 1996, according to information provided by the Company). (b) Upon consummation of the Sale, Santander had the sole power to vote and to dispose of 28,179,422 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 since June 10, 1996 by Santander, or any other person controlling Santander, to the best of its knowledge. (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: August 12, 1996 BANCO SANTANDER, S.A. By: /s/ Antonio Garcia del Riego Name: Antonio Garcia del Riego Title: General Manager -----END PRIVACY-ENHANCED MESSAGE-----