SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 11)*
GREAT FALLS BANCORP
.........................................................
(Name of Issuer)
Common Stock, $1.00 par value per share
...........................................
(Title of Class of Securities)
390 380 10-3
..........................................................
(CUSIP Number)
JOHN L. SOLDOVERI, 247 Union Blvd.,
Totowa, NJ 07512 -- (201) 942-2200
..........................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 7, 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 this 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 less than
five percent 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).
CUSIP No. 390 380 10-3 Page 2 of 7 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John L. Soldoveri
SSN ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions)
Not applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not applicable
6) Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) Sole Voting Power
75,156
8) Shared Voting Power
24,558
9) Sole Dispositive Power
75,156
10) Shared Dispositive Power
24,558
11) Aggregate Amount Beneficially Owned by Each Reporting Person
130,111
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)[ ]
13) Percent of Class Represented by Amount in Row (11)
12.99%
14) Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer
This statement relates to the Common Stock, $1.00 par value per
share ("Common Stock"), of Great Falls Bancorp (the "Corporation").
The Corporation's principal executive office is located at 55 Union
Boulevard, Totowa, NJ 07512.
Item 2. Identity and Background
This Statement is being filed by John L. Soldoveri, whose residence
address is 3 Battle Ridge Trail, Totowa, New Jersey 07512.
Mr. Soldoveri's principal occupation is Vice President, Soldoveri
Agency, 247 Union Boulevard, Totowa, NJ 07512 and Vice President,
Rhodes Agency, Inc., 290 Lafayette Avenue, Hawthorne, NJ 07506
(real estate and insurance agencies). He is semi-retired and works
on a part-time basis.
Mr. Soldoveri has not during the last five years been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). Mr. Soldoveri has not during the last five years
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding he
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Soldoveri is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On November 30, 1994, Mr. Soldoveri purchased directly from the
Corporation 605 shares of Common Stock pursuant to his exercise of
a portion of stock options previously granted to him under the
Corporation's 1993 Stock Option Plan (the "1993 Plan") which had
previously been approved by the Corporation's shareholders. The
total purchase price for these 605 shares was $5,000, all of which
came from Mr. Soldoveri's personal funds.
Mr. Soldoveri also discloses for the record that on April 18, 1995,
the Corporation granted to him, pursuant to the Corporation's 1995
Stock Option Plan (the "1995 Plan"), stock options to purchase 3,000
shares. The 1995 Plan was approved by the Corporation's shareholders
and otherwise complies with Rule 16b-3. The option price per share
is $12.50 (subject to adjustment for stock dividends paid in the
future). The 1995 options are not presently exercisable within 60
days, and therefore are not presently deemed to be beneficially owned
by Mr. Soldoveri for purposes of Schedule 13-D. The 1995 options
will first become exercisable, to the extent of 1,000 shares, on
October 19, 1995. The 1995 options will continue to be exercisable
at the rate of 1,000 shares on January 1, 1996 and an additional
1,000 shares on January 1, 1997. The 1995 options will expire to
the extent not exercised by December 31, 1997. Such "derivative
securities" were acquired without the payment of any consideration
by Mr. Soldoveri.
Item 4. Purpose of Transaction
Mr. Soldoveri's present intention is to exercise his remaining 1,210
stock options outstanding under the 1993 Stock Option Plan at the
rate of 605 shares per year, on or before December 31, 1995, and
December 31, 1996, respectively, assuming the value of the Common
Stock continues to exceed the option price per share, $8.26, at such
times.
Assuming the value of the Common Stock exceeds $12.50 per share in
the future, Mr. Soldoveri's present intention is to exercise his
stock options under the 1995 Plan prior to the expiration of such
options on December 31, 1997.
Except as stated in previous amendments to Schedule 13D, Mr.
Soldoveri has no definite plans either to dispose of some or all of
the shares of Common Stock he owns beneficially, nor does he have
any plans to acquire additional shares. However, depending upon
market factors, Mr. Soldoveri may in the future acquire or dispose
of shares.
Except as stated above, Mr. Soldoveri has no plans or proposals at
the present time which relate to or would result in an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Corporation or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Corporation
or any of its subsidiaries; any change in the present Board of
Directors or management of the Corporation, including any plans or
proposals to change the number or term of Directors or to fill any
existing vacancies on the Board; any material change in the present
capitalization or dividend policy of the Corporation; any other
material change in the Corporation's business or corporate structure;
changes in the Corporation's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; causing a
class of securities of the Corporation to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Soldoveri is the beneficial owner of 130,111 shares of
Common Stock of the Corporation, which represents 12.99% of the
issued and outstanding Common Stock of the Corporation. This
consists of the following:
(1) 75,156 shares held directly by Mr. Soldoveri in his own
name, with respect to which Mr. Soldoveri has sole voting
power and sole investment power.
(2) 24,558 shares held by Mr. Soldoveri's wife, Grace P.
Soldoveri, with respect to which Mr. Soldoveri has shared
voting power and shared investment power.
Page 4 of 7 Pages
(3) 1,210 shares of Common Stock owned derivatively as a
result of presently exercisable options previously granted
under the Corporation's 1993 Stock Option Plan. The adjusted
option price is $8.26 per share.
(4) 27,072 shares of Common Stock derivatively owned as a
result of presently exercisable options under $320,000 face
amount of Equity Contracts, held directly by Mr. Soldoveri.
The adjusted option price is $11.82 per share.
(5) 2,115 shares of Common Stock held indirectly, by Mr.
Soldoveri's wife, Grace Pinder Soldoveri, subject to presently
exercisable options under $25,000 face amount of Equity
Contracts. The adjusted option price is $11.82 per share.
(b) Except for the shares owned by Mr. Soldoveri's wife (with
respect to which Mr. Soldoveri has no voting power or
investment power, either sole or shared), Mr. Soldoveri has
sole investment power and sole voting power with respect to
all such shares of Common Stock, and sole investment power
with respect to such derivative securities. (The Equity
Contracts and stock options have no voting power.)
(c) The only transaction in the Common Stock of the Corporation
that was effected during the past 60 days by Mr. Soldoveri was
the granting to him of stock options under the 1995 Plan.
However, as indicated above, such acquisition was without any
consideration by Mr. Soldoveri and has not yet resulted in his
becoming a "beneficial owner" of the Corporation's securities
since such options are not presently exercisable within 60
days.
(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. Soldoveri is the husband of Mrs. Grace Soldoveri.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Soldoveri and any
other person with respect to any securities of the Corporation,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable. There are no written agreements, contracts,
arrangements, understandings or proposals of the nature described
in Item 7.
Page 5 of 6 Pages
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
April 30, 1995
Date
/s/ John L. Soldoveri
________________________
Signature
John L. Soldoveri
Name/Title
Page 6 of 6 Pages
