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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4 )*
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)
MARINO A. BRAMANTE, Individually and as Trustee of
the M.A. Bramante, DDS, P.A. Retirement Trust,
659 Valley Road, Wayne, NJ 07470 -- (201) 694-8082
..........................................................
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 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).
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CUSIP No. 390 380 10-3
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marino A. Bramante, Individually and as Trustee of
the M.A. Bramante, DDS, P.A. Retirement Trust
SSN ###-##-####
2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ x]
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
1,270
8) Shared Voting Power
24,335
9) Sole Dispositive Power
3,701
10) Shared Dispositive Power
46,681
11) Aggregate Amount Beneficially Owned by Each Reporting Person
61,042
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)
5.58
14) Type of Reporting Person (See Instructions)
IN
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eleanor Bramante, Individually and as Trustee of
the M.A. Bramante, DDS, P.A. Retirement Trust
SSN ###-##-####
2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ x]
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
10,474
8) Shared Voting Power
24,335
9) Sole Dispositive Power
10,660
10) Shared Dispositive Power
46,681
11) Aggregate Amount Beneficially Owned by Each
Reporting Person
57,341
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)
5.25
14) Type of Reporting Person (See Instructions)
IN
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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
(a) This statement is being filed by the following persons (the
"Bramante Group"): (1) Marino A. Bramante, individually and as a
co-Trustee of the M.A. Bramante, DDS, P.A. Retirement Trust (the
"Bramante Trust"); and (2) Eleanor Bramante, individually and as a
co-Trustee of the Bramante Trust.
(b), (c) Dr. Bramante's employment is as President, M.A. Bramante,
DDS, P.A., 659 Valley Road, Wayne, NJ 07470 (orthodontist). Mrs.
Bramante does not have any principal occupation or employment. Her
residence address is 875 Huron Road, Franklin Lakes, NJ 07417.
(d) During the last five years, none of the persons filing this
report has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons filing this
report has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding such person 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.
(f) Dr. Bramante and Mrs. Bramante are both citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Explanation. On July 31, 1995, Dr. Bramante's beneficial
ownership of the Corporation's Common Stock increased by 5,459
shares. This total includes an increase in beneficial ownership of
2,180 shares via derivative securities, consisting of an increase
in the number of unexercised stock options held by Dr. Bramante
(121 shares) and Equity Contracts held by the Bramante Trust and
Mrs. Bramante (2,059 shares). These acquisitions resulted entirely
from a 10% stock dividend declared during June, 1995 by the
Corporation's Board of Directors. The stock dividend was paid on
July 31, 1995 to all shareholders of record on June 30, 1995. Such
shares were acquired solely on a pro rata basis, without the
payment of any consideration by Dr. Bramante or Mrs. Bramante.
As previously reported, on April 18, 1995 the Corporation
granted to Dr. Bramante, pursuant to the Corporation's 1995 Stock
Option Plan (the "1995 Plan"), stock options to purchase 3,000
shares. Pursuant to the 1995 10% stock dividend reported in the
prior paragraph, the number of shares subject to such options was
automatically adjusted to 3,300
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shares pursuant to the provisions of the 1995 Plan, and the
option price per share was adjusted from
$12.50 to $11.36 per share. The 1995 options will first become
exercisable, to the extent of 1,100 shares (as so adjusted), on
October 19, 1995. Under SEC rules relating to beneficial
ownership, such 1,100 shares are to be treated as beneficially
owned as of August 20, 1995. The remaining 2,200 shares are not
presently deemed to be beneficially owned by Dr. Bramante for
purposes of Schedule 13-D, and are not included in the shares
reported herein.
Item 4. Purpose of Transaction
The increase in beneficial ownership of shares pursuant to
the declaration of the 10% stock dividend payable on July 31, 1995
and pursuant to the approaching exercisability during October, 1995
of some of the 1995 stock options was not the result of any
investment decision by Dr. Bramante or Mrs. Bramante, and was
without any consideration paid by them. The distribution of the
stock dividend did not affect the percentage of ownership of the
outstanding stock of the Corporation, and has no bearing upon
previously stated intentions with respect to any future acquisition
or disposition of the Corporation's Common Stock.
The present intention of Dr. Bramante is to exercise all of
the stock options granted to him under the 1995 Stock Option Plan
at some time before such options lapse on December 31, 1997,
assuming the value of the Common Stock continues to exceed the
adjusted option price per share, currently $11.36. Dr. and Mrs.
Bramante intend to exercise the Equity Contracts on or before
November 1, 1997, to purchase the Corporation's Common Stock.
At the present time, none of the persons filing this report
has any plans or proposals 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) Dr. Bramante is the beneficial owner of 61,042 shares of
Common Stock, which represents approximately 5.58% of the issued
and outstanding Common Stock. Mrs. Bramante is the beneficial
owner of 57,341 shares of Common Stock, which represents
approximately 5.25% of the issued and outstanding Common Stock.
These beneficial ownerships consists of the following:
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(1) 1,270 shares of Common Stock held directly by Dr.
Bramante in his own name.
(2) 10,474 shares of Common Stock held directly by Eleanor
Bramante and thus indirectly by Dr. Bramante.
(3) 24,335 shares of Common Stock held by the Bramante Trust.
(4) 1,331 shares of Common Stock owned by Dr. Bramante
derivatively as a result of presently exercisable options
previously granted under the 1993 Plan. The adjusted option price
is $7.51 per share.
(5) 1,100 shares of Common Stock owned by Dr. Bramante
derivatively as a result of options exercisable within 60 days
previously granted under the 1995 Plan. The adjusted option price
is $11.36 per share.
(6) 22,346 shares of Common Stock owned derivatively as a
result of presently exercisable options under $240,000 face amount
of Equity Contracts, held by the Bramante Trust. The adjusted
option price is $10.74 per share.
(7) 186 shares of Common Stock derivatively owned by Eleanor
Bramante, and thus indirectly by Dr. Bramante, subject to presently
exercisable options under $2,000 face amount of Equity Contracts.
The adjusted option price is $10.74 per share.
(b) Dr. Bramante has sole voting power and sole dispositive
power with respect to the 1,270 shares held directly by him in his
own name, and sole dispositive power with respect to the stock
options (total 2,431 shares). Mrs. Bramante has sole voting power
and sole dispositive power with respect to the 10,474 shares she
holds directly in her name, and sole dispositive power with respect
to the 186 shares owned derivatively through Equity Contracts owned
in her name. Dr. and Mrs. Bramante have shared voting power and
shared dispositive power with respect to the 24,335 shares owned by
the Bramante Trust, and shared dispositive power with respect to
the 22,346 shares owned derivatively through Equity Contracts which
are owned by the Bramante Trust. The Equity Contracts and stock
options have no voting power.
(c) The only transactions in the Common Stock of the
Corporation that were effected during the past 60 days by the
persons filing this report are as follows:
Date of Number of Price per Nature of
Acquisition Shares Share Transaction
07/31/95 13,137 N/A Stock Dividend
08/20/95 1,100 N/A Stock Options will become
exercisable within 60 days-
-not included in stock
dividend number above
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(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Dr. Bramante and Mrs. Bramante are married to each other.
Except for such relationship, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between any of
the reporting persons 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.
Signatures
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.
September 6, 1995
Date
/s/ Marino A. Bramante
Signature
Marino A. Bramante, Individually and
as Trustee of the M.A. Bramante, DDS,
P.A.Retirement Trust
Name/Title
September 6, 1995
Date
/s/ Eleanor Bramante
Signature
Eleanor Bramante, Individually and
as Trustee of the M.A. Bramante, DDS,
P.A.Retirement Trust
Name/Title
