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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 7, 1995
...............
GREAT FALLS BANCORP
................................................................................
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-14294 22-2545165
................................................................................
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
................................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-942-1111
..............
NONE
................................................................................
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On April 7, 1995, the Corporation consummated a Merger Agreement with
Family First Federal Savings Bank, of Clifton, New Jersey ("Family First")
relating to the merger ("Merger") of Family First into the Corporation's bank
subsidiary, Great Falls Bank (the "Bank"). Family First has two offices for the
conduct of banking. Such offices become branches of the Bank.
The assets acquired in the Merger consisted of the following:
a. Approximately $26.9 million in loans ($26.0 net of unearned income and
reserve for loan losses).
b. Approximately $20.6 million in investments (primarily, approximately
$12.0 million in taxable securities, net, and approximately $6.0 million in
mortgage-backed securities, net).
c. Approximately $4.0 million in nonearning assets (primarily,
approximately $1.8 million in cash and due from banks, and approximately $1.2
million in real estate owned, net; also includes approximately $120,000 in fixed
assets, net, consisting of equipment related to the conduct of Family First'
banking business, which the Bank intends to continue to use in the newly-
acquired branches).
In connection with the Merger the Bank also assumed approximately $49.0
million in liabilities, consisting primarily of approximately $48.4 million in
deposits, of which approximately $42.0 million were interest-bearing and
approximately $6.4 million were non-interest-bearing.
The consideration paid by the Corporation in connection with the Merger was
as follows: (1) the Corporation issued 156,645 shares of its common stock,
$1.00 par value per share, to shareholders of Family First owning approximately
98% of Family First's outstanding stock; and (2) the Corporation paid cash in
the aggregate amount of $30,022.50 to (a) the remaining shareholders of Family
First who elected to receive cash rather than stock of the Corporation and (b)
shareholders who received stock as cash in lieu of fractional shares. The cash
was provided from the Corporation's working capital on hand.
Pursuant to the formula for the conversion rate provided for in the Merger
Agreement dated August 31, 1994, Family First shares were valued at $1.89 per
share compared to the agreed value of $11.50 per share for the Corporation's
stock. $1.89 was arrived at as the agreed base price of $1.85 for each share of
Family First stock as of the end of Family First's most recently ended fiscal
year, June 30, 1994, plus an adjustment for
2
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133% of Family First's profits per share during the period July 1, 1994 through
March 31, 1995 (the end of the calendar month preceding the closing of the
transaction), less an adjustment which was agreed upon by the parties at the
closing for a claim which was asserted against Family First by a third party.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired. It is impracticable for
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the Corporation to provide financial statements for Family First at this time.
Such financial statements will be filed as soon as practicable, as an amendment
to this Form 8-K, and in any event within 60 days.
(b) Pro forma Financial Information. It is impracticable for the
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Corporation to provide pro forma financial statements at this time. Such pro
forma financial information will be filed as soon as practicable, as an
amendment to this Form 8-K, and in any event within 60 days.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREAT FALLS BANCORP
..............................
(Registrant)
APRIL 20, 1995 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
VICE PRESIDENT
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