<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREAT FALLS BANCORP
................................................................................
(Name of Registrant as Specified In Its Charter)
GREAT FALLS BANCORP
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
...........................................................................
2) Aggregate number of securities to which transaction applies:
...........................................................................
3) Per unit price or other underlying value of transaction pursuant to
Exchange Act Rule 0-11: (Set forth the amount on which the filing fee
is calculated and state how it was determined):
...........................................................................
4) Proposed maximum aggregate value of transaction:
...........................................................................
5) Total fee paid:
...........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
...........................................................................
2) Form, Schedule or Registration Statement No.:
...........................................................................
3) Filing Party:
...........................................................................
4) Date Filed:
...........................................................................
<PAGE>
GREAT FALLS BANCORP
Totowa, New Jersey
201-942-1111
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 1995
-----------------------------
The Annual Meeting of Stockholders of Great Falls Bancorp (the "Corporation")
will be held at the main office of Great Falls Bank, 55 Union Boulevard, Totowa,
New Jersey, on Tuesday, April 18, 1995, at 4:00 p.m. for the following purposes:
1. To elect two directors to serve for a term of three years as
described in the accompanying Proxy Statement.
2. To adopt the 1995 Stock Option Plan
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Only stockholders of record at the close of business on February 28, 1995, are
entitled to notice of and to vote at the meeting.
You are urged to read carefully the attached Proxy Statement relating to the
meeting.
Stockholders are cordially invited to attend the meeting in person. Whether
or not you expect to do so, please date and sign the enclosed proxy form and
return it in the enclosed envelope as promptly as possible. You may revoke your
proxy by giving notice of such revocation to the management of the Corporation
prior to the meeting or by attending the meeting and withdrawing your proxy.
By order of the Board of Directors,
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 31, 1995
<PAGE>
GREAT FALLS BANCORP
55 UNION BOULEVARD
TOTOWA, NEW JERSEY 07512
PROXY STATEMENT FOR 1995 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 1995
This Proxy Statement is furnished to the stockholders of Great Falls Bancorp,
a New Jersey corporation (the "Corporation"), commencing approximately March 31,
1995, in connection with the solicitation of Proxies by the Board of Directors
of the Corporation. The Proxies solicited hereby are to be voted at the Annual
Meeting of Stockholders (the "Meeting") to be held on April 18, 1995, and at any
adjournments thereof. The Meeting will be held at 4:00 p.m. at the Main Office
of Great Falls Bank, 55 Union Boulevard, Totowa, New Jersey.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning beneficial ownership of
the Corporation's Common Stock by the only persons known to the Corporation to
be beneficial owners of more than 5% of the Corporation's outstanding Common
Stock on December 31, 1994. There is a considerable overlap of shares
beneficially owned by the first four persons on the table. All shares of a
named person are deemed to be subject to that person's sole voting power and
sole investment power unless otherwise indicated.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership* Percent of Class
---------------------------------------------------------------------------
<S> <C> <C> <C>
Annemarie Appleton 44,285 (a) 5.42%
29 Georgia Drive
Wayne, NJ 07470
Trust U/W Michael A. Simonelli 42,062 5.15%
439 Parish Drive
Wayne, NJ 07470
Yolanda Simonelli 54,558 (b) 6.68%
439 Parish Drive
Wayne, NJ 07470
Michael J. Mulligan 46,767 (c) 5.72%
c/o Smith Barney
10 Madison Ave
Morristown NJ 07962
Marino A. Bramante, DDS 54,483 (d) 6.50%
659 Valley Road
Wayne, New Jersey 07470
Robert J. Conklin 50,980 (e) 6.09%
3 Tice Road
Franklin Lakes, NJ 07417
John L. Soldoveri 130,111 (f) 15.37%
3 Battle Ridge Trail
Totowa, NJ 07512
Alfred R. Urbano 94,013 (g) 11.38%
602 Mt. Lebanon Road
Wilmington, DE 19803
</TABLE>
<PAGE>
* Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares (i) owned by a spouse, minor children or
relatives sharing the same house, (ii) owned by entities owned or
controlled by the named person, and (iii) with respect to which the named
person has the right to acquire such shares within 60 days by the exercise
of any right or option. Such options include the right to purchase shares
pursuant to Cancellable Mandatory Stock Purchase Contracts due 11/1/97
("Equity Contracts"). In accordance with SEC rules relating to the
computation of beneficial ownership, the percentage of common stock
beneficially owned by a person or group assumes the exercise of options
held by such person or group but the nonexercise of options held by all
other persons. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.
(a) Consists primarily of 42,062 shares owned by a trust established under the
Will of Michael A. Simonelli (the "Simonelli Trust") of which Mrs. Appleton
acts as a co-trustee (with Michael J. Mulligan, referred to in note (c)
below). Mrs. Appleton also has the right to acquire 1,015 shares pursuant
to the exercise of Equity Contracts. Mrs. Appleton is a director of Great
Falls Bank.
(b) Includes 42,062 shares owned by the Simonelli Trust. Although Mrs.
Simonelli is a beneficiary of the Simonelli Trust, she is not a trustee and
has no voting power or dispositive power over the stock owned by such
trust. She therefore disclaims beneficial ownership for purposes of SEC
Regulation 13D.
(c) Consists primarily of 42,062 shares owned by the Simonelli Trust, of which
Mr. Mulligan acts as a co-trustee (with Mrs. Appleton). Mr. Mulligan also
has the right to acquire 846 shares pursuant to the exercise of Equity
Contracts.
(d) Includes 22,123 shares held by Dr. Bramante's employer's retirement trust,
of which Dr. Bramante is sole trustee and a beneficiary. Also includes
21,683 shares which Dr. Bramante has the right to acquire pursuant to
Equity Contracts and stock options.
(e) Includes 18,373 shares owned by a corporation owned by Mr. Conklin and his
wife and 419 shares owned by his wife. Also includes 21,514 shares which
Mr. Conklin has the right to acquire pursuant to Equity Contracts and stock
options (including his wife's right to acquire 3,384 shares pursuant to
Equity Contracts).
(f) Includes 24,558 shares owned by Mr. Soldoveri's wife. Also includes 30,397
shares which Mr. Soldoveri has the right to acquire pursuant to Equity
Contracts (as to 29,187 shares) and stock options (1,210 shares).
(g) Mr. Urbano's right to acquire beneficial ownership of a total of 10,262
shares, pursuant to Equity Contracts (as to 9,052 shares) and stock options
(1,210 shares), is included in this total.
INFORMATION CONCERNING PROXY AND VOTING
PURPOSES OF MEETING
The Board of Directors intends to present two matters to be voted upon at the
Meeting, namely (1) the election of two directors of the Corporation, to serve
for a term of three years and until their respective successors are elected and
qualified (see "PROPOSAL ONE -- ELECTION OF DIRECTORS"), and (2) approving the
adoption of the 1995 Stock Option Plan (see "PROPOSAL TWO -- APPROVAL OF THE
ADOPTION OF THE GREAT FALLS BANCORP 1995 STOCK OPTION PLAN"). Except for these
two matters, the Board of Directors does not know of any other matter to be
presented for consideration at the Meeting. Should any other matter come before
the Meeting, however, the persons named in the accompanying Proxy will have the
discretionary authority to vote all Proxies with respect to any such other
matter in accordance with their judgment.
VOTES REQUIRED; SHARES ENTITLED TO VOTE
Only stockholders of record of the Corporation's common stock at the close of
business on February 28, 1995 (the "Record Date") are entitled to notice of and
to vote at the Meeting or any adjournments thereof. The Corporation has
outstanding only common stock, $1.00 par value per share ("Common Stock"), of
which 816,190 shares were issued and outstanding as of the close of business on
the Record Date. Each share of Common Stock is entitled to one vote on each
matter to come before the Meeting. Directors shall be elected by a plurality of
the votes cast, in person or by proxy, by the holders of shares entitled to vote
at the Meeting. Approval of all other matters to come before the Meeting will
require the affirmative vote of a
2
<PAGE>
majority of the votes cast, in person or by proxy, by the holders of Common
Stock entitled to vote at the Meeting.
VOTING OF PROXY
Enclosed with this Proxy Statement is a form of Proxy designed to permit each
stockholder of record on the Record Date to vote on matters proposed to come
before the Meeting. This Proxy is solicited by the Corporation's Board of
Directors. Shares will be voted as specified on a Proxy. If there is no
specification, a signed Proxy will be voted in favor of the proposals to elect
the Board's nominees to the Board of Directors and for approval of the 1995
Stock Option Plan. Should any other matters come before the Meeting, the
persons named in the accompanying Proxy will have the discretionary authority to
vote all Proxies with respect to any such other matters in accordance with their
judgment.
REVOCABILITY OF PROXY
The enclosed Proxy may be revoked by the person giving the Proxy at any time
prior to the voting thereof. Revocation may occur by filing with the Secretary
of the Corporation a written revocation or a duly executed Proxy bearing a later
date. A stockholder entitled to vote who has previously executed a Proxy may
attend the Meeting and vote in person, provided such stockholder has filed a
written notice of revocation of such Proxy with the Secretary of the Meeting
prior to the voting of such Proxy.
COSTS OF SOLICITATION
The costs of soliciting Proxies for the Meeting will be borne by the
Corporation. Following the mailing of these Proxies, directors, officers and
employees of the Corporation and its subsidiary may solicit Proxies by mail,
telephone, telegraph and personal interviews (without compensation other than
their regular compensation). The Corporation will also make arrangements with
brokers, dealers, nominees, custodians and fiduciaries to forward proxy
soliciting material to the beneficial owners of stock held of record by such
persons, and the Corporation may reimburse them for their reasonable out-of-
pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Corporation's directors are elected on a staggered term basis, with each
class of directors consisting, as nearly as may be, of one-third of the number
of directors then constituting the whole Board. The term of one of the classes
expires each year, and each class is elected for a three-year term. For the
coming year the Board of Directors has fixed the total number of directors at
seven, of which two are to be elected at the Meeting for three-year terms.
The Board of Directors, which has no nominating committee, has nominated
George E. Irwin and Alfred R. Urbano, each of whom is a member of the current
Board whose term expires in 1995, for reelection to serve for three-year terms
expiring in 1998 and until their respective successors are elected and have
qualified. If, at the time of the Meeting, one or more of such nominees should
be unable to serve or decline to serve, the discretionary authority provided in
the Proxy will be exercised to vote for a substitute or substitutes. The Board
of Directors has no reason to believe that any substitute nominee will be
required.
Other nominations may be made pursuant to the Corporation's Bylaws, which
require among other things that advance written notice of any such nomination be
delivered or mailed to the Corporation's Chairman of the Board. Any such
written nomination shall be delivered or mailed not less than 14 days prior to
the Meeting, provided, that if less than 21 days' notice of the Meeting is given
to stockholders, then such nomination shall be mailed or delivered to the
Chairman of the Board not later than the close of business on the 7th day
following the day on which the Notice of Meeting was mailed. Notice is being
given less than 21 days prior to the Meeting this year.
The Corporation's Bylaws permit the Board of Directors to increase the number
of directors by not more than two members, and to fill the vacancies created by
such increase, between Annual Meetings of
3
<PAGE>
Stockholders. In the event of any such increase in the number of directors by
the Board, the terms of the directors filling such vacancies shall be fixed by
the Board in such manner as to result in each class consisting, as nearly as may
be, of one-third of the number of directors then constituting the whole Board as
so increased. A Director elected by the Board to fill a vacancy created in such
manner will serve only until the next Annual Meeting of Stockholders, at which
time the stockholders will elect such Director's successor for the succeeding
term, or if applicable, for the remaining portion of the full term previously
fixed by the Board. The Board of Directors has no plans at the present time to
make any such increase and fill vacancies prior to the Meeting.
Information with respect to Messrs. Irwin and Urbano, as well as the other
directors and executive officers of the Corporation, is provided below under the
caption "DIRECTORS AND EXECUTIVE OFFICERS."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ITS NOMINEES FOR
DIRECTORS SET FORTH IN THIS PROXY STATEMENT.
DIRECTORS AND EXECUTIVE OFFICERS
Following is information with respect to the current and past five years'
business experience, age and directorships of the current directors of the
Corporation, other directors of the Corporation's subsidiary, Great Falls Bank
(the "Bank"), and executive officers of the Corporation. Each of the two
nominees for election as director at the Meeting currently serves as a Director
of the Corporation. Such nominees and each of the other directors of the
Corporation are also directors of the Bank.
Nominees for Three-Year Terms Expiring at Annual Meeting in 1998
George E. Irwin, age 51, has served since 1987 as Vice President of the
Corporation and as the Bank's President and Chief Executive Officer. During
1986 Mr. Irwin was the Bank's Executive Vice President, Treasurer, and Senior
Loan Officer. He has been a Director of the Corporation since 1987.
Alfred R. Urbano, age 48, has been the President of Rubicon Realty Corp., a
real estate investment firm, since 1980, and is active in the real estate
business as an investor and a manager, directly and through various entities.
Mr. Urbano has served as a Director of the Corporation since 1986.
Directors Whose Terms Expire at Annual Meeting in 1997
Marino A. Bramante, age 62, an orthodontist, has been the President of M.A.
Bramante, D.D.S., P.A. since 1960. He has served as a Director of the
Corporation since 1985.
Robert J. Conklin, age 59, has been the President of The Conklin Corporation,
which is engaged in construction and engineering, since 1960. He is also
President of an electronics firm, Crystal Accel. He has been a Director of the
Corporation since 1985.
William T. Ferguson, age 52, has been the Vice President of Ted Car Inc., an
auto wholesaler, since 1977. He is Vice President of Riverview Auto Parts. He
has served as a Director of the Corporation since 1985.
Directors Whose Terms Expire at Annual Meeting in 1996
Joseph A. Lobosco, age 60, recently retired as the Senior Partner of Joseph
Lobosco & Sons, an insurance agency, of which he had been a partner since 1961.
He has served as a Director of the Corporation since 1990.
John L. Soldoveri, age 70, is the Chairman of the Board of Directors and
President of the Corporation. He was President of Soldoveri Agency and Rhodes
Agency Inc., real estate brokerage and insurance agency firms, for many years
until 1991. He has served as Vice President of both companies since 1991. Mr.
4
<PAGE>
Soldoveri has also been a controlling partner in Anjo Realty since 1980 and is
an active investor in real estate, directly and through various entities. Mr.
Soldoveri has been a Director of the Corporation since 1984.
Other Directors of Great Falls Bank
In addition to the seven directors of the Corporation named above, the Bank's
directors are Annemarie Appleton, David M. Corry, and Robert B. Coyle, who
frequently attend meetings of the Corporation's Board of Directors.
Mrs. Appleton, age 37, has been Vice President of Manufacturing of
Knickerbocker Machine Shop, Inc. (manufacturing) since February, 1991, where she
was quality control manager prior thereto. Mrs. Appleton has served as a
director of the Bank since May, 1993.
Mr. Corry, age 37, has been a partner of the certified public accounting firm
Bruno, DiBello & Co., LLC, of Totowa, New Jersey, since 1987. Mr. Corry has
served as a director of the Bank since 1988.
Mr. Coyle, age 65, was previously a Director of Product Development for New
Jersey Bell (communications utility), a position from which he retired in 1989.
Mr. Coyle has served as a director of the Bank since January, 1993.
Executive Officers
John L. Soldoveri, Chairman of the Board of Directors and President, see
above.
George E. Irwin, Vice President, see above.
Naqi A. Naqvi, age 38, has been the Treasurer of the Corporation since 1988.
Mr. Naqvi has served as Vice President and Treasurer of the Bank since 1987.
In addition to Mr. Irwin and Mr. Naqvi, the Bank's other current senior
officers are James W. DeBow, Vice President, Donald W. Walsh, Vice President,
and Toby W. Giardiello, Vice President.
James W. De Bow, age 54, has been Vice President and Business Development
Officer of the Bank since 1993. From 1990 to 1993, he was President and CEO and
a Director of First Savings Bank of Little Falls, New Jersey.
Donald J. Walsh, age 56, has been Vice President and Senior Loan Officer of
the Bank since 1992. From 1989 to 1992, he was Vice President of Midlantic Bank
in Edison, NJ.
Toby W. Giardiello, age 40, has been Vice President, Security Officer and
Compliance Officer of the Bank since 1987.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of Common Stock, as of December 31, 1994, by each director of the Corporation
and the Bank, each executive officer of the Corporation, and all directors of
the Corporation and the Bank and the Corporation's executive officers as a
group. Although Mrs. Appleton and Messrs. Corry and Coyle are directors of the
Bank they are not directors of the Corporation, and the inclusion of information
below concerning their beneficial ownership of Common Stock shall not constitute
an admission that they are subject to the reporting or other provisions of
Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"). All
directors and executive officers have an address c/o Great Falls Bancorp, 55
Union Boulevard, Totowa, New Jersey 07512.
5
<PAGE>
<TABLE>
<CAPTION>
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership** Percent of Class
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Annemarie Appleton 44,285 (a) 5.42%
Marino A. Bramante 54,483 (b) 6.50%
Robert J. Conklin 50,980 (c) 6.09%
David M. Corry 3,493 (d) 0.43%
Robert B. Coyle 5,053 (e) 0.62%
William T. Ferguson 15,260 (f) 1.87%
George E. Irwin* 32,552 (g) 3.98%
Joseph A. Lobosco 21,962 (h) 2.66%
John L. Soldoveri 130,111 (i) 15.37%
Alfred R. Urbano* 94,013 (j) 11.38%
All directors and executive officers
as a group (11 in number including
individuals named above). 455,212 (a)-(k) 49.63%
===================================================================================
</TABLE>
* Nominee for reelection at the Meeting.
** Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares (i) owned by a spouse, minor children or
relatives sharing the same home, (ii) owned by entities owned or controlled
by the named person, and (iii) with respect to which the named person has
the right to acquire such shares within 60 days by the exercise of any
right or option. Such options include the right to purchase shares pursuant
to Equity Contracts. In accordance with the Commission's rules relating to
the computation of beneficial ownership, the percentage of common stock
beneficially owned by a person or group assumes the exercise of options
held by such person or group but the nonexercise of options held by all
other persons. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.
(a) Consists primarily of 42,062 shares owned by the Simonelli Trust, of which
Mrs. Appleton acts as a co-trustee. Mrs. Appleton also has the right to
acquire 1,015 shares pursuant to the exercise of Equity Contracts.
(b) Includes 22,123 shares held by Dr. Bramante's employer's retirement trust,
of which Dr. Bramante is sole trustee and a beneficiary. Also includes
21,683 shares which Dr. Bramante has the right to acquire pursuant to
Equity Contracts and stock options.
(c) Includes 18,373 shares owned by a corporation owned by Mr. Conklin and his
wife and 419 shares owned by his wife. Also includes 21,514 shares which
Mr. Conklin has the right to acquire pursuant to Equity Contracts and stock
options (including his wife's right to acquire 3,384 shares pursuant to
Equity Contracts).
(d) Includes 1,210 shares subject to presently exercisable stock options held
by Mr. Corry, and 423 shares held subject to Equity Contracts which Mr.
Corry owns as custodian for his children.
(e) Includes 1,210 shares subject to presently exercisable stock options held
by Mr. Coyle, and 1,692 shares held subject to Equity Contracts which Mr.
Coyle owns jointly with his wife.
(f) Includes 1,210 shares subject to presently exercisable stock options, 1,689
shares owned by Mr. Ferguson's children, and 1,689 shares owned by a
corporation of which Mr. Ferguson is a shareholder. Mr. Ferguson disclaims
beneficial ownership of the shares held by such corporation except his pro
rata interest therein, consisting of 845 shares.
(g) Includes 1,180 shares owned by a corporation controlled by Mr. Irwin, and
166 shares owned by Mr. Irwin's children. Mr. Irwin also has the right to
acquire 906 shares pursuant to options exercisable within 60 days.
6
<PAGE>
(h) Includes 605 shares owned by Mr. Lobosco's wife and 3,836 shares owned by a
partnership of which Mr. Lobosco was a 50% general partner as of December
31, 1994. Mr. Lobosco disclaims beneficial ownership of 50% or 1,918 of
the shares held by such partnership as of that date, and he further
disclaims beneficial ownership of all 3,836 shares after that date as a
result of having sold his interest in the partnership. Also includes Mr.
Lobosco's right to acquire beneficial ownership of a total of 8,567 shares,
pursuant to Equity Contracts (as to 7,357 shares, including his indirect
interest through his employer's retirement trust, 2,115 shares, and his
wife's sole right to acquire 1,692 shares) and stock options (1,210
shares).
(i) Includes 24,558 shares owned by Mr. Soldoveri's wife. Also includes 30,397
shares which Mr. Soldoveri has the right to acquire pursuant to Equity
Contracts (as to 29,187 shares) and stock options (1,210 shares).
(j) Mr. Urbano's right to acquire beneficial ownership of a total of 10,262
shares, pursuant to Equity Contracts (as to 9,052 shares) and stock options
(1,210 shares), is included in this total.
(k) The total for all directors and executive officers includes the right to
acquire 100,992 shares pursuant to Equity Contracts and stock options
exercisable within 60 days.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Prior to March, 1994, the Corporation's directors were not compensated for
attending meetings of its Board of Directors. Beginning in March, 1994, the
Corporation's directors were compensated for services rendered in that capacity
at the rate of $200 per meeting attended. The Corporation paid a total of
$13,000 to its directors for 1994 in that capacity. Prior to March, 1994, the
Bank's directors were compensated $150 for each meeting of the Bank's Board they
attended and $75 for each meeting they attended of the Bank Board's Executive
Committee, Loan Committee, Audit Committee and Personnel Committee. During
March, 1994, the Bank directors' fee structure was changed to $250 for each
meeting of the Bank's Board attended, $150 for Executive Committee meetings,
$100 for Loan Committee meetings and $75 for all other committee meetings
attended. The Bank paid a total of $55,150 in directors fees during 1994 to all
directors of the Bank for acting in those capacities, of which $41,050 was paid
to those Bank directors who are also directors of the Corporation.
In addition, during 1994 the Corporation's directors other than Mr. Irwin each
exercised options (which had been granted to such directors during 1993 under
the 1993 Stock Option Plan) to purchase 605 shares of Common Stock at a price of
$8.26 per share. (Both the number of shares and the option price were adjusted
to reflect stock dividends paid after the options were granted.) Mr. Lobosco
exercised his options on November 1, 1994, when the mean between the bid and
asked prices per share of Common Stock (as quoted by Ryan, Beck & Co., a
principal market maker in the Common Stock) was $11.875, and thus realized
$2,184 upon his exercise of stock options. Each of Messrs. Bramante, Conklin,
Ferguson, Soldoveri and Urbano exercised his options at the end of December,
1994, when the mean between the bid and asked prices per share of Common Stock,
as quoted by Ryan, Beck & Co., was $12.50. Each of such directors thus realized
$2,563 upon the exercise of his stock options during 1994.
Executive Officers' Compensation
The following table sets forth compensation with respect to the years ended
December 31, 1994, 1993 and 1992 for services rendered in all capacities to the
Corporation and its subsidiaries by (i) the only person who acted as the
Corporation's Chief Executive Officer during 1994 and (ii) the only other person
who was an executive officer at the end of 1994 whose total annual salary and
bonus for 1994 exceeded $100,000.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------------------------------------------------------------
Name and Salary Other Annual Stock Options
Principal Position Year ($) Compensation Awarded (#) /(1)/
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOHN L. SOLDOVERI 1994 0 $20,238 /(2)/ 0
President and Chief 1993 0 $13,638 /(2)/ 2,420
Executive Officer 1992 0 $ 4,575 /(2)/ 0
GEORGE E. IRWIN 1994 $127,530 /(3)/ $42,036 /(4)/ 11,700
Vice President 1993 $118,535 /(3)/ $34,566 /(4)/ 0
1992 $113,386 /(3)/ $27,085 /(4)/ 4,400
--------------------------------------------------------------------------------
</TABLE>
(1) The numbers of shares underlying stock options awarded in a given year have
been adjusted to reflect increases in such shares resulting from the
Corporation's payment of stock dividends after the awards.
(2) Primarily represents fees paid for attendance at meetings of the Bank's
Board of Directors and committees of that Board. The 1994 amount also
includes monthly stipends totalling $8,500 during that year. The 1994 and
1993 amounts include compensation of $2,563 and $1,188, respectively,
realized upon Mr. Soldoveri's exercise of options to purchase Common Stock
during those years.
(3) In December, 1987, the Corporation entered into an agreement to continue
Mr. Irwin's employment as Vice President of the Corporation and President
and Chief Executive Officer of the Bank. The agreement was for an initial
period of one year commencing January 1, 1988, subject to provisions for
earlier termination and for annual extensions. The agreement has been
extended for 1995 at an annual salary of $135,000, plus an auto allowance
of $750 per month and certain other benefits.
(4) These amounts consist primarily of employer contributions on behalf of Mr.
Irwin to the Corporation's 401-K Plan ($16,324 for 1994, $14,612 for 1993,
and $12,392 for 1992). The amounts also include an auto allowance of $750
per month, or $9,000 per year, for each of the three years indicated.
Finally, these amounts include compensation of $16,712, $10,954 and $5,693
realized during 1994, 1993 and 1992, respectively, by Mr. Irwin upon his
exercise of stock options.
INFORMATION CONCERNING STOCK OPTIONS
The Corporation's 1988 Nonstatutory Stock Option Plan (the "1988 Plan")
provides for the grant of stock options to key employees, as determined by the
Board of Directors, to purchase shares of Common Stock within prescribed periods
at prices not less than the Common Stock's approximate fair market value on the
date of grant. During December 1994, pursuant to the Corporation's 1988 Plan,
the Board of Directors granted options to a total of 15 employees to purchase a
total of 19,900 shares at a price of $12.50 per share, which was equal to the
mean between the bid and asked prices per share of Common Stock on the effective
date of grant. The following table contains information concerning the grant of
stock options during 1994 to the named executive officer of the Corporation.
OPTIONS GRANTED IN 1994
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------------
Number of Securities % of Total Options Exercise or
Underlying Options Granted to Employee Base Price Expiration
Name Granted (#) in Fiscal Year ($/share) Date
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George E. Irwin 11,700 /(1)/ 58.8% $12.50 12/31/02
========================================================================================
</TABLE>
8
<PAGE>
(1) Mr. Irwin's options become "vested" at the rate of 33-1/3% per year
commencing January 1, 1995, and each group of vested options will
thereafter become exercisable at the rate of 25% per year commencing one
year after each vesting date. All such options will lapse on December 31,
2002, subject to earlier lapsing in the event of a termination of Mr.
Irwin's employment (except in certain circumstances). The exercisability
of Mr. Irwin's options which are otherwise exercisable during any calendar
year is subject to the further condition that the Bank shall have achieved
targeted return on equity ratios, ranging from 14% to 17%, during the year
preceding the year of exercise. The options granted to other employees
during 1994 do not contain return on equity conditions to exercisability.
The following table sets forth information with respect to the named executive
officers of the Corporation concerning the exercise of options during 1994 and
unexercised options held on December 31, 1994.
AGGREGATED OPTION EXERCISES IN 1994
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Dollar Value
Underlying of Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End Year End /(1)/
--------------------------------------------------------------------------------------
# of Shares Value
Acquired Realized Exercisable(E)/ Exercisable(E)/
Name on ($) Unexercisable(U) Unexercisable(U)
Exercise
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John L. Soldoveri 605 $ 2,563 1,210(E) $5,130(E)
George E. Irwin 2,536 $14,988 302(E) $ 1,280(E)
4,538(U) $19,241(U)
=====================================================================================
</TABLE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1994. The year-end values of such options has been
calculated as the difference between (a) the value of shares subject to
such options, using the mean between the bid and asked prices per share of
Common Stock on December 31, 1994, as quoted by Ryan, Beck & Co., a
principal market maker in the Common Stock, and (b) the aggregate price
payable to the Corporation upon exercise of such options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The building in which the Corporation's offices and the Bank's main branch are
situated is owned by Anjo Realty, a partnership in which Mr. Soldoveri, Chairman
of the Board and President of the Corporation, has a controlling interest. The
leased premises are 10,354 square feet and are at an annual rental of $146,490.
Management believes the rental cost is at or below the fair rental value of
comparable office space.
The Corporation provides a liability insurance policy for all of its officers
and directors. Coverage is provided by a policy with a major insurance company
in the aggregate amount of $1,000,000, with a standard deductible amount per
claim. The policy also insures the Corporation against amounts paid by it to
indemnify directors and officers. The policy ran for a period of one year from
January 1, 1994 to January 1, 1995 at a cost to the Corporation of $10,679. The
policy has been increased to the aggregate amount of $1,500,000 and renewed for
1995 at a cost of $11,538.
9
<PAGE>
Directors and officers of the Corporation and their associates were customers
of and had transactions with the Bank during 1994, and it is expected that they
will continue to have such transactions in the future. All deposit accounts,
loans and commitments comprising such transactions were made in the ordinary
course of business of the Bank on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and in the opinion of management did not
involve more than normal risks of collectibility or present other unfavorable
features. At December 31, 1994, the total amount of loans made by the Bank to
its executive officers and directors was $1,939,000, which represented 23% of
stockholders' equity on that date. At that date, the Bank also had a commitment
to extend credit under revolving lines of credit totalling $514,000 at various
rates, to directors, executive officers and their affiliates.
DIRECTORS' COMMITTEES--DIRECTORS' MEETINGS
The Board has a standing Audit Committee, consisting of Messrs. Soldoveri
(Chairman), Bramante, and Urbano. Such Committee met once during 1994. The
Audit Committee's functions include: (i) recommending to the Board of Directors
the appointment of the Corporation's independent auditors; (ii) reviewing and
approving in advance for each year the audit and non-audit services and fees of
such auditors; (iii) meeting separately and privately with the independent
auditors and the Corporation's internal auditors, if any, to insure that the
scope of their activities has not been restricted, and to consider other matters
generally pertaining to their examinations; (iv) reviewing the adequacy of
internal financial and accounting controls and the results of the auditors'
examinations thereof; (v) reviewing matters relating to corporate financial
reporting and accounting policies and procedures; and (vi) reporting its
findings on any of the above to the Board of Directors, as appropriate.
The Board also has a standing Stock Option Committee, comprised during 1994 of
Messrs. Bramante, Conklin, and Soldoveri. The Stock Option Committee makes
recommendations to the Board concerning options to be granted under the
Corporation's Stock Option Plans and generally to administer such Plans. Such
Committee met twice during 1994. Except for the Audit and Stock Option
Committees, there were no nominating, compensation, or other committees of the
Board in existence during 1994. The full Board thus in effect acted as such
committees.
In addition, all of the Corporation's directors serve as directors of the
Bank, and in that capacity various Board members also serve on committees of the
Bank's Board of Directors and through these committees coordinate the functions
of the Corporation and the Bank. During 1994, committees of the Bank's Board
included the Audit Committee, the Executive Committee, the Loan Committee, the
Personnel Committee, the Business Development and Marketing Committee, the
Investment Committee, and the Security and Insurance Committee.
During 1994 the Corporation's full Board of Directors held twelve meetings.
None of the Corporation's directors attended fewer than 75% of the total number
of meetings of the Board of Directors and committees on which he served.
PROPOSAL TWO
APPROVAL OF THE ADOPTION OF THE
GREAT FALLS BANCORP 1995 STOCK OPTION PLAN
GENERAL
During December, 1994, the Corporation's Board of Directors adopted the Great
Falls Bancorp 1995 Stock Option Plan (the "1995 Plan"). The 1995 Plan provides
an opportunity for the non-employee directors of the Bank to purchase shares of
the Corporation's Common Stock. The Board has adopted the 1995 Plan for the
dual purposes of expanding the Corporation's capital base and providing
additional incentive to the existing non-employee directors of the Bank.
10
<PAGE>
Adoption of the 1995 Plan is subject to approval by the holders of a majority
of the outstanding shares of Common Stock entitled to vote at a shareholders
meeting. A copy of the 1995 Plan is attached to this Proxy Statement as
APPENDIX A and the following description of the 1995 Plan is qualified in its
entirety by reference to such Plan.
PURPOSES
The purposes of the 1995 Plan are: (1) to retain and motivate the Bank's
present directors by providing them with the opportunity to share in its future
growth through the purchase of shares of Common Stock; and (2) to increase the
Corporation's capital by the sale of Common Stock to participants of the 1995
Plan.
The Bank pays its directors fees for attending meetings of the Bank Board and
committees of that Board, and many (but not all) of the Bank's non-employee
directors were granted options to purchase Common Stock under the Corporation's
1993 Stock Option Plan ("1993 Plan"), which was previously approved by the
shareholders (see the section of this Proxy Statement above entitled
"COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS--Directors' Compensation").
However, all of the options originally authorized under the 1993 Plan were
granted during 1993, and the directors of both the Bank and the Corporation are
excluded from eligibility to participate in the Corporation's other stock option
plans, namely, the 1985 Incentive Stock Option Plan and the 1988 Nonstatutory
Stock Option Plan. The 1995 Plan thus complements the two existing stock option
plans for employees.
ADMINISTRATION OF THE PLAN
The 1995 Plan will be administered by the Corporation's Board of Directors.
STOCK SUBJECT TO THE PLAN
Under the 1995 Plan, the aggregate number of shares which may be issued
pursuant to the exercise of options granted under the Plan is 27,000 shares
(subject to adjustment in certain circumstances, including stock dividends,
stock splits, reverse stock splits, reorganizations and recapitalizations),
which represents approximately 3.3% of the Corporation's Common Stock
outstanding on the date of this Proxy Statement. Based upon a fair market value
of $12.50 per share on December 31, 1994, the total value of the stock called
for by the total number of options eligible to be granted under the 1995 Plan is
$337,500.
ELIGIBLE PARTICIPANTS; FORMULA FOR GRANT OF OPTIONS; OPTIONS CONTEMPLATED TO BE
GRANTED UNDER THE PLAN
Those eligible to be granted options under the 1995 Plan ("Participants") are
the nine individuals who were non-employee directors of the Bank on December 20,
1994. Six individuals who are the Corporation's present directors other than
Mr. George E. Irwin, including Mr. Urbano (the nominee for reelection as
director other than Mr. Irwin), are included in this group of Participants. For
information about the Corporation's directors, see "PROPOSAL ONE--ELECTION OF
DIRECTORS--DIRECTORS AND EXECUTIVE OFFICERS." No options will be granted unless
and until the Corporation's shareholders approve the 1995 Plan. The 1995 Plan
contemplates that upon its approval by the shareholders, the Corporation's Board
will grant to each Participant who is then a director of the Bank an option to
purchase 3,000 shares of Common Stock at the option price of $12.50 per share
(subject to adjustment in certain circumstances, including stock dividends,
stock splits, reverse stock splits, reorganizations and recapitalizations),
which was the mean between the bid and asked prices of the Common Stock on
December 20, 1994 (the date on which the Corporation's Board of Directors
adopted the 1995 Plan).
The $12.50 per share option price to be used for options to be granted under
the 1995 Plan is the same as the fair market value of the Common Stock on
December 21, 1994, the effective date of options granted under the 1988 Plan to
purchase 19,900 shares granted during December, 1994 to a number of the Bank's
employees. The mean between the bid and asked prices per share of Common Stock
on February 28, 1995, was $12.50. It is unknown whether the $12.50 per share
option price will be greater than, equal to, or less than the fair market value
of the Common Stock on the date on which options are actually granted under the
1995 Plan.
11
<PAGE>
TERMS AND CONDITIONS OF OPTIONS
All granted options will be exercisable to the extent of 1/3 or 1,000 shares
for each Participant commencing six months from the date of grant, 2/3 or 2,000
shares for each Participant commencing January 1, 1996, and in full or 3,000
shares for each Participant, commencing January 1, 1997. All options will
expire on December 31, 1997. Options will also generally lapse when an option
holder is no longer a director of the Bank unless the option holder remains a
director of the Corporation. However, in the event of an option holder's death
or permanent disability, the 1995 Plan provides that the period of
exercisability may be extended for up to one year, but not later than December
31, 1997.
Common Stock purchased by exercising options may be paid for only by cash or
check. The purchase price is payable in full at the time of exercise. An
option holder may not transfer an option other than by Will or the laws of
descent and distribution.
AMENDMENT AND TERMINATION OF THE 1995 PLAN
The Corporation's Board of Directors may at any time amend the 1995 Plan,
except that shareholder approval is also required for any action which would:
(1) increase the maximum number of shares for which options may be granted; (2)
change the class of persons eligible to participate in the Plan; (3) change the
formula for granting options; or (4) otherwise cause Rule 16b-3 under the 1934
Act to cease to apply to the Plan. The Board also has the right to suspend or
terminate the Plan at any time. However, no action amending or terminating the
1995 Plan may adversely affect a Participant's rights under an outstanding
option without that Participant's consent.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain federal income tax consequences to
Participants and the Corporation based on federal income tax laws in effect on
January 1, 1995. This summary is not intended to be complete and does not
describe any state or local tax consequences.
Options granted under the 1995 Plan are "nonstatutory" stock options. A
Participant will not recognize income upon the grant of an option under the 1995
Plan. A Participant will normally recognize ordinary income at the time of
exercise equal to the excess of the fair market value at such time of the shares
purchased over the option price (the "Spread"). The time of realization of
income could, however, be deferred for up to six months if the option holder
could be subject to suit under Section 16(b) of the 1934 Act.
The Bank (and thus the Corporation, assuming a continuation of prior practice
of filing a consolidated federal income tax return) will be entitled to a
corresponding income tax deduction for federal income tax purposes for the
Spread at the same time the Participant's income is recognized, provided
applicable withholding requirements and other applicable requirements are met.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
PROPOSAL TWO, APPROVAL OF THE ADOPTION OF THE GREAT FALLS BANCORP 1995 STOCK
OPTION PLAN.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based upon a review of copies of Forms 3 and 4 filed with the Corporation
during 1994, the following persons who were subject to reporting requirements of
Section 16 of the 1934 Act during 1994 (relating to changes in beneficial
ownership of the Corporation's Common Stock) failed to file on a timely basis
the number of reports indicated below which they were required to file with
respect to transactions in Common Stock during 1994:
12
<PAGE>
<TABLE>
<CAPTION>
No. of Reports No. of Transactions covered
Name filed late by late reports
------------------------------------------------------------------
<S> <C> <C>
Marino A. Bramante 1 1
Robert J. Conklin 1 1
William T. Ferguson 2 2
Joseph A. Lobosco 1 1
Naqi A. Naqvi 1 1
</TABLE>
STOCKHOLDER PROPOSALS
Any proposal of a stockholder which is intended to be presented at the 1995
Annual Meeting of Stockholders must be received by the Corporation for inclusion
in next year's Proxy Statement on or before December 18, 1995.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant for the Corporation and its subsidiaries for 1994 was
Arthur Andersen LLP, Roseland, New Jersey. Arthur Andersen LLP has served in
that capacity since 1985. The Corporation has not yet appointed a principal
accountant for 1995 since the current engagement for 1994 has not yet expired.
It is expected that a representative of Arthur Andersen LLP will be present at
the Meeting with the opportunity to make a statement, if such representative
desires to do so, and will be available to respond to appropriate questions.
FINANCIAL STATEMENTS
The Corporation's Annual Report to its stockholders for the year ended
December 31, 1994, including audited financial statements, is being mailed to
the stockholders with this Proxy Statement, but such Annual Report is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
soliciting material.
ON WRITTEN REQUEST OF ANY STOCKHOLDER OF RECORD OR A BENEFICIAL OWNER OF THE
CORPORATION'S COMMON STOCK ON FEBRUARY 28, 1995, THE CORPORATION WILL FURNISH
WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1994. ANY SUCH WRITTEN
REQUEST SHOULD BE DIRECTED TO NAQI A. NAQVI, TREASURER, GREAT FALLS BANCORP, 55
UNION BLVD., TOTOWA, NJ 07512.
GREAT FALLS BANCORP
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 31, 1995
13
<PAGE>
APPENDIX A
GREAT FALLS BANCORP
1995 STOCK OPTION PLAN
1. PURPOSES
The purposes of the Great Falls Bancorp 1995 Stock Option Plan are as
follows:
(a) To advance the interests of Great Falls Bancorp and its shareholders by
providing all of the present Directors of its bank subsidiary, Great Falls Bank,
upon whose judgment, initiative and efforts the successful conduct of the
business of Great Falls Bank and therefore the financial success of Great Falls
Bancorp are greatly dependent, with an opportunity to share in the future growth
of Great Falls Bancorp through the purchase of shares of Great Falls Bancorp's
common stock.
(b) To increase Great Falls Bancorp's capital by encouraging Plan
Participants to whom Options are granted to purchase the common stock.
2. DEFINITIONS
(a) "Bank" means Great Falls Bank, a banking corporation of the State of New
Jersey.
(b) "Corporation" means Great Falls Bancorp, a business corporation of the
State of New Jersey.
(c) "Corporation's Board of Directors" means the Board of Directors of the
Corporation as constituted from time to time.
(d) "Option" means a grant of the right to purchase Stock under the
provisions of the Plan.
(e) "Participant" means any one of the nine individuals who was a member of
the Bank's Board of Directors on December 20, 1994 but not a full-time employee
of the Bank.
(f) "Plan" means the Great Falls Bancorp 1995 Stock Option Plan.
(g) "Stock" means the Corporation's Common Stock, par value $1.00 per share.
3. ADMINISTRATION
The Plan shall be administered by the Corporation's Board of Directors. The
Corporation's Board of Directors is authorized, subject to the provisions of the
Plan: (a) to grant Options to each of the Participants to purchase the same
number of shares as each other Participant after approval of the adoption of the
Plan by the Corporation's shareholders; (b) to establish such rules and
regulations as it deems necessary for the proper administration of the Plan; and
(c) to make whatever determinations and interpretations in connection with the
Plan as it deems necessary or advisable. All determinations and interpretations
made by the Corporation's Board of Directors shall be binding and conclusive on
all Participants in the Plan and on their legal representatives and
beneficiaries.
4. STOCK SUBJECT TO THE PLAN
The maximum number of shares of Stock reserved for issuance upon the exercise
of Options under the Plan is Twenty-Seven Thousand (27,000) shares, subject to
adjustment as provided in (S)9 below. The Stock may be either authorized but
unissued shares or shares previously issued and reacquired by the Corporation.
To the extent Options are granted, the shares subject to such Options will be
unavailable for future grants under the Plan, whether or not the Options are
thereafter exercised or terminate, lapse, expire or are canceled without having
been exercised.
A-1
<PAGE>
5. ELIGIBILITY; FORMULA FOR GRANT OF OPTIONS; TERM, VESTING AND EXERCISABILITY
OF OPTIONS
(a) Only a Participant (as defined in (S)2(e) above) shall be eligible to be
granted Options; provided, however, that a Participant shall not be eligible
unless such Participant is still a Director of the Bank on the date Options are
granted by the Corporation's Board of Directors following approval of the Plan
by the Corporation's shareholders.
(b) Following approval of the Plan by the Corporation's shareholders, each
Participant shall be eligible to be granted Options to purchase up to Three
Thousand (3,000) shares of Stock. The number of granted Options shall be the
same for each Participant.
(c) All granted Options shall be exercisable to the extent of one-third
(1/3), or 1,000 shares for each Participant, commencing six (6) months after
grant, two-thirds (2/3), or 2,000 shares for each Participant, commencing
January 1, 1996, and in full, or 3,000 shares for each Participant, commencing
January 1, 1997.
(d) Granted Options shall lapse to the extent they are not fully exercised by
December 31, 1997.
(e) Except as provided in (S)5(f) or (S)5(g) below, relating to death or
permanent disability of a Participant, or except as may be otherwise determined
by the Corporation's Board of Directors, in the event of a voluntary or
involuntary termination of a Participant's position as a Director of the Bank,
that Participant's then outstanding Options shall immediately lapse. A mere
change of a Participant's committee assignment on the Bank's Board of Directors
shall not result in a lapse of the Option. Notwithstanding the foregoing, if a
Participant is a Director of the Corporation when the Participant's position as
a Director of the Bank terminates, then such Participant's outstanding Options
will not lapse unless and until the Participant's position as a Director of the
Corporation also thereafter terminates (voluntarily or involuntarily).
(f) If a Participant dies while a Director of the Bank, then, notwithstanding
any other restrictions on exercisability which might otherwise exist, any
unexercised Option then outstanding may be fully exercised by the Participant's
personal legal representative(s); provided, however, that the Option will lapse
to the extent it shall not have been fully exercised by such person(s) within
one year from the date of the Participant's death or, if sooner, by December 31,
1997.
(g) If a Participant becomes "permanently disabled" while a Director of the
Bank and the Participant's status as a Director terminates, then,
notwithstanding any other restrictions on exercisability which might otherwise
exist, any unexercised Option which is then outstanding may be fully exercised
by the Participant or the Participant's legally appointed guardian or personal
legal representative(s) or person holding a valid power of attorney which is
sufficient, in the opinion of the Corporation's Board of Directors, for such
purpose; provided, however, that the Option will lapse to the extent the Option
shall not have been fully exercised by such person(s) within one year from the
date of commencement of the Participant's permanent disability or, if sooner, by
December 31, 1997. For this purpose, a condition of "permanent disability"
shall exist if documented by a signed written opinion of a currently licensed
medical doctor reasonably satisfactory to the Corporation's Board of Directors,
which written opinion shall set forth, without limitation, a medical opinion
that the Participant is permanently disabled, the reasons for such disability,
and the date of commencement of the permanent disability.
6. PRICE AND PAYMENT FOR SHARES
(a) Regardless of the fair market value of the Stock on the date Options are
granted, all Options will be granted to purchase Stock at the price of Twelve
Dollars and Fifty Cents ($12.50) per share, subject to adjustment as provided in
(S)9 below. Such price is determined by the Corporation's Board of Directors to
be the fair market value of the Common Stock on the date of adoption of the Plan
by the Board of Directors.
(b) Shares may be issued only upon payment of the full purchase price. The
aggregate purchase price payable for Stock upon the exercise of any granted
Option shall be paid in cash or check acceptable to the Corporation's Board of
Directors at the time of exercise of the Option.
A-2
<PAGE>
7. NO RIGHTS TO CONTINUED POSITION AS DIRECTOR; NONTRANSFERABILITY OF OPTIONS;
RESTRICTIONS ON TRANSFER OF STOCK ISSUED UPON EXERCISE OF OPTIONS
(a) Nothing in this Plan or in any granted Option confers on any person any
right to continue in the position of a Director of the Bank or the Corporation
or to continue to perform services for the Corporation or the Bank.
(b) No Option will be transferable by an Option holder other than by Will or
the laws of descent and distribution. Options may be exercised only during the
Option holder's lifetime by the Option Holder or, in the event of the Option
Holder's incapacity or death, by the Option Holder's guardian or legal
representative acting under state law and court supervision. More specifically,
without limitation, no Option may be assigned, transferred (except as provided
above), pledged or hypothecated in any way, nor shall it be assignable by
operation of law or subject to execution, attachment, garnishment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Option contrary to the provisions hereof, and the levy of any
execution, attachment, garnishment or similar process upon the Option, shall be
null and void, and without force or effect.
(c) The Corporation may, but shall not be obligated to, register shares to be
issued upon exercise of the Options under the Securities Act of 1933 or any
State securities law. In the event the shares so issued are not registered, the
Corporation may place restrictive legends on all certificates for shares issued
upon exercise of an Option, and the Corporation's Board of Directors may require
standard written investment representations from a purchaser of the Stock as a
condition precedent to the issuance of Stock upon exercise of an Option.
8. AGREEMENT WITH OPTION HOLDERS
Each grant of an Option will be evidenced by a written agreement executed by
the Participant and the Corporation which refers to the Plan and describes the
terms of the Option, including the date, purchase price, applicable periods, and
other terms and conditions, as may be required or permitted by the Corporation's
Board of Directors or applicable securities laws.
9. ANTI-DILUTION AND OTHER ADJUSTMENTS
The number of shares of Stock subject to, and the option price of,
unexercised Options shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or subdivision of shares, exchange of shares or other change in the
capital of the Corporation effected without receipt of consideration by the
Corporation; provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated. The determination of the Corporation's
Board of Directors as to what adjustments shall be made shall be conclusive;
however, no such adjustments may materially change the value of benefits
available to a Participant under a previously granted Option without the
Participant's consent.
10. WITHHOLDING, TAX DEPOSIT OR SIMILAR REQUIREMENTS
If withholding of tax and/or deposit of an amount to be credited toward a
Participant's tax liability should be required as a condition of the
Corporation's obtaining a tax deduction or other benefit related to a
Participant's exercise of an Option granted hereunder, then as a condition of
issuing shares of Stock to a Participant upon exercise of an Option, the
Corporation may require that such withholding or deposit requirement be complied
with prior to or concurrently with the issuance of Stock.
11. FRACTIONAL SHARES
The Corporation shall not be required to issue any fractional shares of Stock
pursuant to the exercise of any Option. The Corporation's Board of Directors in
its discretion may provide either for the elimination of fractional shares or
the settlement thereof in cash.
A-3
<PAGE>
12. AMENDMENT OF THE PLAN
(a) The Corporation's Board of Directors may at any time, and from time to
time, amend or modify the Plan in any respect; provided, however, that unless
also approved or ratified by the vote of a majority of the outstanding shares of
Stock entitled to vote thereon and represented at a meeting of the holders
thereof at which a quorum is present, any such amendment or modification shall
not:
(1) subject to the provisions of (S)9 hereof, increase the maximum number of
shares for which Options may be granted;
(2) change the class of persons eligible to participate in the Plan;
(3) change the formula for granting Options to Participants; or
(4) otherwise cause Rule 16b-3 under the Securities Exchange Act of 1934 to
cease to be applicable to the Plan.
(b) Failure to ratify or approve amendments or modifications to (S)12(a)(1)
through (S)12(a)(4), inclusive, by the vote of a majority of the outstanding
shares of Stock entitled to vote thereon as described above shall be effective
only as to the specific amendment or modification requiring such ratification or
approval. Other provisions, sections and subsections of the Plan will remain in
full force and effect.
(c) No such amendment or modification may adversely affect the rights of a
Participant under an outstanding Option without the Participant's consent.
13. EFFECTIVE DATE OF PLAN
The Plan shall become effective, and Options may be granted thereunder, only
upon the Plan's approval by the vote of a majority of the outstanding shares of
Stock entitled to vote thereon and represented at a meeting of the holders
thereof at which a quorum is present.
14. TERMINATION OF THE PLAN
The Corporation's Board of Directors has the right to suspend or terminate
the Plan at any time, provided that no such action will, without the consent of
the Participant, adversely affect the Participant's rights under a previous
grant.
15. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State of New
Jersey and applicable rules and regulations of the Securities and Exchange
Commission referred to herein.
A-4
<PAGE>
GREAT FALLS BANCORP
55 Union Boulevard
Totowa, New Jersey 07512
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Toby W. Giardiello, Naqi A.
Naqvi and Robin A. Peterson, and each of them, as the undersigned's true and
lawful agents and proxies with full power of substitution in each, to represent
the undersigned at the Annual Meeting of Stockholders of GREAT FALLS BANCORP to
be held at the main office of Great Falls Bank, 55 Union Boulevard, Totowa, New
Jersey on Tuesday, April 18, 1995 at 4:00 p.m., and at any adjournment thereof,
on all matters coming before such meeting.
1. ELECTION OF DIRECTORS: Nominees: GEORGE E. IRWIN AND ALFRED R. URBANO
(three-year term)
[ ] VOTE FOR all nominees listed, except as marked to the contrary (if
any)
[ ] To withhold your vote for any individual nominee, print that nominee's
name on the line below)
[ ] WITHHOLD AUTHORITY TO VOTE for all nominees
2. TO ADOPT THE GREAT FALLS BANCORP 1995 STOCK OPTION PLAN
[ ] FOR [ ] AGAINST
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR Proposal 1 and 2 and the Proxies will be authorized to vote this Proxy in
their discretion upon such other business as may properly come before the
meeting.
Please sign below exactly as name appears on the left. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
persons.
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SIGNATURE
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SIGNATURE
Dated: , 1995
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
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