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)
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)
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 5 pages
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
83,751
8) Shared Voting Power
N/A
9) Sole Dispositive Power
83,751
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
94,013
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)
9.56%
14) Type of Reporting Person (See Instructions)
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 November 30, 1994, Mr. Urbano 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. Urbano's personal funds.
Mr. Urbano 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. Urbano 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. Urbano.
Item 4. Purpose of Transactions
Mr. Urbano'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. Urbano's present intention is to exercise his stock
options under the 1995 Plan prior to the expiration of such options
on December 31, 1997.
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 94,013 shares
of Common Stock of the Corporation. Of this total, 83,751 shares
are directly owned by Mr. Urbano. Mr. Urbano has sole voting
power and sole investment power with respect to all such 83,751
directly owned shares. In addition, Mr. Urbano beneficially owns
10,262 shares (derivative securities) as a result of presently
exercisable stock options (1,210 shares) and presently exercisable
Equity Contracts (9,052 shares), neither of which has any voting
power.
(b) Such beneficially owned shares represent approximately 9.56%
of the issued and outstanding Common Stock of the Corporation.
(c) The only transaction in the Common Stock of the Corporation
that was effected during the past 60 days by Mr. Urbano was the
granting to him of stock options under the 1995 Plan. However, as
indicated above, such acquisition was without any consideration by
Mr. Urbano 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.
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.
May 1, 1995
Date
/s/ Alfred R. Urbano
Signature
Alfred R. Urbano
Name/Title
