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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 10)*
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)
JOHN L. SOLDOVERI, 247 Union Blvd.,
Totowa, NJ 07512 -- (201) 942-2200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 31, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page. NOTE: MR.
SOLDOVERI'S PRIOR AMENDMENT TO SCHEDULE 13D, DATED APRIL 30,
1995, WAS INCORRECTLY DESIGNATED AMENDMENT NO. 11. IT
SHOULD HAVE BEEN DESIGNATED AMENDMENT NO. 9.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 390 380 10-3
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John L. Soldoveri
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
82,671
8) Shared Voting Power
27,013
9) Sole Dispositive Power
82,671
10) Shared Dispositive Power
27,013
11) Aggregate Amount Beneficially Owned by Each Reporting Person
144,237
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)
13.06%
14) Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
This statement relates to the Common Stock, $1.00 par value per
share ("Common Stock"), of Great Falls Bancorp (the
"Corporation"). The Corporation's principal executive office is
located at 55 Union Boulevard, Totowa, NJ 07512.
Item 2. Identity and Background
This Statement is being filed by John L. Soldoveri, whose
residence address is 3 Battle Ridge Trail, Totowa, New Jersey
07512. Mr. Soldoveri's principal occupation is Vice President,
Soldoveri Agency, 247 Union Boulevard, Totowa, NJ 07512 and Vice
President, Rhodes Agency, Inc., 290 Lafayette Avenue, Hawthorne,
NJ 07506 (real estate and insurance agencies). He is semi-
retired and works on a part-time basis.
Mr. Soldoveri has not during the last five years been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Mr. Soldoveri has not during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding he 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.
Mr. Soldoveri is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On July 31, 1995, Mr. Soldoveri acquired beneficial ownership of
13,026 shares of the Corporation's Common Stock. This total
includes an increase in beneficial ownership of 3,056 shares via
derivative securities related to unexercised stock options held
by Mr. Soldoveri (121 shares) and Equity Contracts held by him
and his wife (2,935 shares). This acquisition resulted entirely
from a 10% stock dividend declared during June, 1995 by the
Corporation's Board of Directors. The stock dividend was paid on
July 31, 1995 to all shareholders of record on June 30, 1995.
Such shares were acquired solely on a pro rata basis, without the
payment of any consideration by Mr. Soldoveri.
As previously reported, on April 18, 1995 the Corporation granted
to Mr. Soldoveri, pursuant to the Corporation's 1995 Stock Option
Plan (the "1995 Plan"), stock options to purchase 3,000 shares.
Pursuant to the 1995 10% stock dividend reported in the prior
paragraph, the number of shares subject to such options was
automatically adjusted to 3,300 shares pursuant to the provisions
of the 1995 Plan, and the option price per share was adjusted
from $12.50 to $11.36 per share. The 1995 options will first
become exercisable, to the extent of 1,100 shares (as so
adjusted), on October 19, 1995. Under SEC rules relating to
beneficial ownership, such 1,100 shares are to be treated as
beneficially owned as of August 20, 1995. The remaining 2,200
shares are not presently deemed to be beneficially owned by Mr.
Soldoveri for purposes of Schedule 13-D, and are not included in
the shares reported herein.
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Item 4. Purpose of Transaction
The increase in beneficial ownership of shares pursuant to the
declaration of the 10% stock dividend payable on July 31, 1995
and pursuant to the approaching exercisability during October,
1995 of some of the 1995 stock options was not the result of any
investment decision by Mr. Soldoveri, and was without any
consideration paid by him. The distribution of the stock
dividend did not affect the percentage of Mr. Soldoveri's
ownership of the outstanding stock of the Corporation, and has no
bearing upon his previously stated intentions with respect to any
future acquisition or disposition of the Corporation's Common
Stock.
Mr. Soldoveri's present intention is to exercise all of the stock
options granted to him under the 1995 Stock Option Plan at some
time before such options lapse on December 31, 1997, assuming the
value of the Common Stock continues to exceed the adjusted option
price per share, currently $11.36.
Except as stated above, Mr. Soldoveri 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. Soldoveri is the beneficial owner of 144,237 shares of
Common Stock of the Corporation, which represents 13.06% of the
issued and outstanding Common Stock of the Corporation. This
consists of the following:
(1) 82,671 shares held directly by Mr. Soldoveri in his own
name, with respect to which Mr. Soldoveri has sole voting power
and sole investment power.
(2) 27,013 shares held by Mr. Soldoveri's wife, Grace P.
Soldoveri, with respect to which Mr. Soldoveri has shared voting
power and shared investment power.
(3) 1,331 shares of Common Stock owned derivatively as a result
of presently exercisable options previously granted under the
Corporation's 1993 Stock Option Plan. The adjusted option price
is $7.51 per share.
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(4) 1,100 shares of Common Stock owned derivatively as a result
of presently exercisable options previously granted under the
Corporation's 1995 Stock Option Plan. The adjusted option price
is $11.36 per share.
(5) 29,795 shares of Common Stock derivatively owned as a result
of presently exercisable options under $320,000 face amount of
Equity Contracts, held directly by Mr. Soldoveri. The adjusted
option price is $10.74 per share.
(6) 2,327 shares of Common Stock held indirectly, by Mr.
Soldoveri's wife, Grace Pinder Soldoveri, subject to presently
exercisable options under $25,000 face amount of Equity
Contracts. The adjusted option price is $10.74 per share.
(b) Except for the shares owned by Mr. Soldoveri's wife (with
respect to which Mr. Soldoveri has no voting power or investment
power, either sole or shared), Mr. Soldoveri has sole investment
power and sole voting power with respect to all such shares of
Common Stock, and sole investment power with respect to such
derivative securities. (The Equity Contracts and stock options
have no voting power.)
(c) The only transactions in the Common Stock of the Corporation
that were effected during the past 60 days by Mr. Soldoveri are
as follows:
Date of Number of Price per Nature of
Acquisition Shares Share Transaction
07/31/95 13,026 N/A Stock Dividend
08/20/95 1,100 N/A Stock Options will become
exercisable within 60 days--
not included in stock
dividend number above
(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Mr. Soldoveri is the husband of Mrs. Grace Soldoveri.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Soldoveri 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.
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Item 7. Material to be Filed as Exhibits
Not applicable. There are no written agreements, contracts,
arrangements, understandings or proposals of the nature described
in Item 7.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
August 29, 1995
Date
/s/ John L. Soldoveri
Signature
John L. Soldoveri
Name/Title
