SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2 )*
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)
YOLANDA SIMONELLI, 439 Parish Drive, Wayne, NJ 07470 201-628-1350
..........................................................
(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 10 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
M.A. Simonelli Family Trust
EIN 22-6620558
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
42,062
8) Shared Voting Power
N/A
9) Sole Dispositive Power
42,062
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
42,062
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)
4.32%
14) Type of Reporting Person (See Instructions)
OO
CUSIP No. 390 380 10-3 Page 3 of 10 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Annemarie Appleton
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
1,208
8) Shared Voting Power
42,062
9) Sole Dispositive Power
1,208
10) Shared Dispositive Power
42,062
11) Aggregate Amount Beneficially Owned by Each Reporting Person
44,285
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)
4.45%
14) Type of Reporting Person (See Instructions)
IN
CUSIP No. 390 380 10-3 Page 4 of 10 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael W. Mulligan
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
3,859
8) Shared Voting Power
42,062
9) Sole Dispositive Power
3,859
10) Shared Dispositive Power
42,062
11) Aggregate Amount Beneficially Owned by Each Reporting Person
46,767
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)
4.80%
14) Type of Reporting Person (See Instructions)
IN
CUSIP No. 390 380 10-3 Page 5 of 10 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Yolanda Simonelli
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
12,496
8) Shared Voting Power
-0-
9) Sole Dispositive Power
12,496
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
54,558 (of which 42,062 is disclaimed)
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)
5.61% (beneficial ownership is disclaimed except as to 1.28%)
14) Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer.
This statement relates to the Common Stock, $1.00 par value per
share ("Common Stock"), of Great Falls Bancorp (the "Corporation").
The Corporation's principal executive offices are located at 55
Union Boulevard, Totowa, NJ 07512.
Item 2. Identity and Background.
(a) This statement relates to the Common Stock beneficially owned
by the following persons (the "Simonelli Group"): (1) the M.A.
Simonelli Family Trust (the "Simonelli Trust"); (2) Annemarie
Appleton, individually and as co-trustee of the Simonelli Trust;
(3) Michael W. Mulligan, individually and as co-trustee of the
Simonelli Trust; and (4) Yolanda Simonelli, individually.
(b) The residence address of Mrs. Simonelli and the address of the
Simonelli Trust are the same, namely: 439 Parish Drive, Wayne, New
Jersey 07470. Mrs. Appleton's residence address is 29 Georgia
Drive, Wayne, New Jersey 07470. Mr. Mulligan's business address is
c/o Smith Barney Shearson, 10 Madison Avenue, Morristown, NJ 07962.
(c) Neither Mrs. Simonelli nor the Simonelli Trust has any principal
occupation or employment. The Simonelli Trust is to be administered
for the sole benefit of Mrs. Simonelli during her lifetime. Mrs.
Appleton's principal occupation or employment is Vice President,
Knickerbocker Machine Shop, 611 Union Blvd., Totowa, New Jersey 07512
(fabrication of metal fittings). Mrs. Appleton is also a Director
of the Corporation's bank subsidiary, Great Falls Bank. Mr.
Mulligan's principal occupation or employment is First Vice
President/Investments (financial consultant), Smith Barney Shearson
(registered broker-dealer).
(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) Mrs. Appleton, Mr. Mulligan and Mrs. Simonelli are all
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Explanation. This Amendment No. 2 is being filed in order to
disclose a recent reduction, as of April 7, 1995, of the percentage
of the Common Stock beneficially owned by the persons filing this
Amendment No. 2. The reduction in percentage interest occurred as
a direct result of the Corporation's issuance, as of that date,
Page 6 of 10 Pages
of 156,645 shares of Common Stock to former shareholders of Family
First Federal Savings Bank ("Family First"), of Clifton, New Jersey,
in connection with the consummation on April 7, 1995 of a merger
between Family First and the Corporation's bank subsidiary, Great
Falls Bank. The newly issued shares, when added to the 816,190
shares of Common Stock outstanding immediately before consummation
of the merger, resulted in total outstanding shares of 972,835 of
Common Stock. As a result, none of the members of the Simonelli
Group who previously filed on Schedule 13d is now the beneficial
owner of more than 5% of the outstanding Common Stock (see Item 5
below).
Item 4. Purpose of Transaction.
Not applicable. (See Item 3 above.)
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 and Exchange Act of 1934; or any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a), (b) The Simonelli Trust is the beneficial owner of 42,062
shares of Common Stock, which represents 4.32% of the issued and
outstanding Common Stock. The Simonelli Trust has sole voting power
and sole dispositive power with respect to such shares.
The Simonelli Trust will not be filing Schedule 13D or amendments
thereto in the future unless and until its beneficial ownership
exceeds 5% of the outstanding Common Stock.
Mrs. Appleton is the beneficial owner of 44,285 shares of Common
Stock, representing 4.45% of the issued and outstanding Common
Stock. Mrs. Appleton will not be filing Schedule 13D or amendments
thereto in the future unless and until her beneficial ownership
exceeds 5% of the outstanding Common Stock. This stock consists of
the following:
Page 7 of 10 Pages
(1) 1,208 shares held directly by Mrs. Appleton, with respect
to which Mrs. Appleton has sole voting power and sole
dispositive power.
(2) 42,062 shares held by Mrs. Appleton as co-trustee (with
Mr. Mulligan) of the Simonelli Trust, with respect to
which Mrs. Appleton has shared voting power and shared
dispositive power.
(3) 1,015 shares of Common Stock derivatively owned by Mrs.
Appleton, subject to presently exercisable options under
a total of $12,000 face amount of Equity Contracts. Of
these 1,015 shares, Mrs. Appleton owns 846 shares
($12,000 face amount of Equity Contracts) directly and
169 shares ($2,000 face amount of Equity Contracts)
indirectly, as custodian for her daughter. Mrs. Appleton
has sole dispositive power over these derivative
securities. Such derivative securities have no voting
power.
Mr. Mulligan is the beneficial owner of a total of 46,767 shares of
Common Stock, which represents 4.80% of the issued and outstanding
Common Stock. Mr. Mulligan will not be filing Schedule 13D or
amendments thereto in the future unless and until his beneficial
ownership exceeds 5% of the outstanding Common Stock. This stock
consists of the following:
(1) 3,726 shares held directly by Mr. Mulligan (including
770 shares held in his IRA), with respect to which Mr. Mulligan
has sole voting power and sole dispositive power.
(2) 133 shares held by Mr. Mulligan as custodian for his
daughter, with respect to which Mr. Mulligan has sole voting
power and sole dispositive power.
(3) 42,062 shares held by Mr. Mulligan as co-trustee (with
Mrs. Appleton) of the Simonelli Trust, with respect to which
Mr. Mulligan has shared voting power and shared dispositive
power.
(4) 846 shares of Common Stock derivatively owned by Mr.
Mulligan, subject to presently exercisable options under a
total of $10,000 face amount of Equity Contracts held directly
by Mr. Mulligan (in his IRA). The adjusted option price
thereunder is $11.82 per share. Mr. Mulligan has sole
dispositive power over these derivative securities. Such
derivative securities have no voting power.
Mrs. Simonelli may be deemed to be the beneficial owner of 54,558 shares
of Common Stock, which represents 5.61% of the Corporation's issued and
outstanding Common Stock. This Common Stock consists of the following:
(1) 12,496 shares held directly by Mrs. Simonelli with
respect to which she has sole voting power and sole
dispositive power.
Page 8 of 10 Pages
(2) 42,062 shares held by the Simonelli Trust. Although Mrs.
Simonelli is a beneficiary of the Simonelli Trust, she is not
a trustee of the Simonelli Trust. Mrs. Appleton and Mr.
Mulligan are the trustees. Therefore Mrs. Simonelli has no
voting power or dispositive power, either alone or shared,
with respect to such shares. DISCLAIMER OF BENEFICIAL
OWNERSHIP: Since Mrs. Simonelli's sole interest in the Common
Stock owned by the Simonelli Trust is that of a beneficiary,
she is reporting those shares herein as being beneficially
owned by her solely because of the possibility that one might
contend that she is the beneficial owner thereof under Rule
13d-3(b). However, since the Simonelli Trust was established
by Last Will and Testament of Michael A. Simonelli, not by
Mrs. Simonelli, Mrs. Simonelli expressly denies that she
directly or indirectly created or intends to use the Simonelli
Trust with any purpose or effect of the type mentioned in
such Rule. Mrs. Simonelli declares, pursuant to Rule 13d-4,
that the filing of this statement shall not be construed as an
admission by her that she is, for purposes of Regulation 13D,
13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of the 42,062 shares held by the Simonelli
Trust. As a result, Mrs. Simonelli denies any obligation to
file reports on Schedule 13D or amendments thereto with
respect to the Common Stock.
(c) During the past 60 days, there were no transactions in the
Common Stock by any of the persons filing this Report resulting in
a change in beneficial ownership of securities for purposes of
Section 13(d) of the 1934 Act.
(d) Not applicable.
(e) The Simonelli Trust, Annemarie Appleton and Michael W.
Mulligan all ceased to be a beneficial owner of more than five
percent (5%) of the Common Stock on April 7, 1995, by virtue of the
issuance of Common Stock in connection with the merger with Family
First. See Item 3 above.
As noted in Item 5(a)(b) of Amendment No. 1 to Schedule 13D dated
June 4, 1994 filed by the Simonelli Group, Mrs. Simonelli ceased to
be the beneficial owner of more than five percent (5%) of the
Common Stock on that date. However, as stated above she continues
to report beneficial ownership of Common Stock held by the
Simonelli Trust with a disclaimer of beneficial ownership of
such Common Stock pursuant to Rule 13d-4.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Mrs. Simonelli is Mrs. Appleton's mother. Mrs. Simonelli is the
lifetime beneficiary of the Simonelli Trust and Mrs. Appleton is a
remainder beneficiary of the Simonelli Trust. Mrs. Appleton and
Mr. Mulligan are co-trustees of the Simonelli Trust. Mrs. Appleton
is also a Director of the Corporation's bank subsidiary, Great Falls
Bank.
Page 9 of 10 Pages
Except as stated above, there are no other 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, put or calls, guarantees of
profits, division of profits or loss, 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,
each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
April 30 , 1995 /s/ Michael W. Mulligan
Date Signature
Michael W. Mulligan, individually
and as co-trustee of the
M.A. Simonelli Family Trust
Name/Title
April 30 , 1994 /s/ Yolanda Simonelli
Date Signature
Yolanda Simonelli, individually
and as income beneficiary of the
M.A. Simonelli Family Trust
Name/Title
April 30 , 1994 /s/ Annemarie Appleton
Date Signature
Annemarie Appleton, individually and as co-trustee of the
M.A. Simonelli Family Trust
Name/Title
Page 10 of 10 Pages
