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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 12)*
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)
ALFRED R. URBANO c/o Rubicon Realty Corp., Suite 207, Webster Bldg.,
3411 Silverside Road, Wilmington, DE 19810 -- (302) 479-7911
(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
Alfred R. Urbano
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
92,126
8) Shared Voting Power
N/A
9) Sole Dispositive Power
92,126
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
104,514
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)
9.66%
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) Alfred R. Urbano.
(b), (c) President, Rubicon Realty Corp., Suite 207 Webster
Building, 3411 Silverside Road, Wilmington, DE 19810 (real
estate developer).
(d) During the last five years, Mr. Urbano has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, Mr. Urbano was not 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) Mr. Urbano is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On July 31, 1995, Mr. Urbano acquired beneficial ownership of
9,401 shares of the Corporation's Common Stock. This total
includes an increase in beneficial ownership via derivative
securities related to unexercised stock options held by Mr.
Urbano (121 shares) and Equity Contracts held by him (905
shares). This acquisition 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 Mr. Urbano.
As previously reported, on April 18, 1995 the Corporation granted
to Mr. Urbano, 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 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 Mr.
Urbano for purposes of Schedule 13-D, and are not included in the
shares reported herein.
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Item 4. Purpose of Transactions
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 Mr. Urbano, and was without any
consideration paid by him. The distribution of the stock
dividend did not affect the percentage of Mr. Urbano's ownership
of the outstanding stock of the Corporation, and has no bearing
upon his previously stated intentions with respect to any future
acquisition or disposition of the Corporation's Common Stock.
Mr. Urbano's present intention 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.
Mr. Urbano 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. Urbano is the beneficial owner of a total of 104,514
shares of Common Stock of the Corporation. Of this total, 92,126
shares are directly owned by Mr. Urbano. Mr. Urbano has sole
voting power and sole investment power with respect to all such
92,126 directly owned shares. In addition, Mr. Urbano
beneficially owns 12,388 shares (derivative securities) as a
result of stock options which are presently exercisable or will
become exercisable within 60 days (1,331 shares under 1993 Plan,
adjusted exercise price is $7.51/share; 1,100 shares under 1995
Plan, adjusted exercise price is $11.36/share) and presently
exercisable Equity Contracts (9,957 shares; adjusted exercise
price is $10.74/share), none of which has any voting power.
(b) Such beneficially owned shares represent approximately 9.66%
of the issued and outstanding Common Stock of the Corporation.
(c) The only transactions in the Common Stock of the Corporation
that were effected during the past 60 days by Mr. Urbano are as
follows:
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Date of Number of Price per Nature of
Acquisition Shares Share Transaction
07/31/95 9,401 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
(d),(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Urbano 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.
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.
August 28, 1995
Date
/s/ Alfred R. Urbano
Signature
Alfred R. Urbano
Name/Title
