SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3 )*
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)
MARINO A. BRAMANTE, Individually and as Trustee of
the M.A. Bramante, DDS, P.A. Retirement Trust,
659 Valley Road, Wayne, NJ 07470 -- (201) 694-8082
..........................................................
(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).
<PAGE>
CUSIP No. 390 380 10-3 Page 1 of 6 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marino A. Bramante, Individually and as Trustee of
the M.A. Bramante, DDS, P.A. Retirement Trust
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
23,278
8) Shared Voting Power
N/A
9) Sole Dispositive Power
23,278
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
54,483
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)
5.48%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock,
$1.00 par value per share ("Common
Stock"), of Great Falls Bancorp (the "Corporation"). The Corporation's
principal executive office is
located at 55 Union Boulevard, Totowa, NJ 07512.
Item 2. Identity and Background
(a) This statement is being filed by Marino A. Bramante,
individually and as Trustee
of the M.A. Bramante, DDS, P.A. Retirement Trust (the "Bramante Trust").
(b), (c) President, M.A. Bramante, DDS, P.A., 659 Valley Road,
Wayne, NJ 07470
(orthodontist).
(d) Dr. Bramante has not been convicted during the last five
years in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Dr. Bramante 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.
(f) Dr. Bramante is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On November 30, 1994, Dr. Bramante purchased directly from
the Corporation 605
shares of Common Stock pursuant to his exercise of a portion of
stock options previously granted to
him under the Corporation's 1993 Stock Option Plan (the "1993 Plan")
which had previously been
approved by the Corporation's shareholders. The total purchase price
for these 605 shares was
$5,000, all of which came from Dr. Bramante's personal funds.
Dr. Bramante also discloses for the record that on April 18, 1995,
the Corporation
granted to him, pursuant to the Corporation's 1995 Stock Option Plan
(the "1995 Plan"), stock
options to purchase 3,000 shares. The 1995 Plan was approved by the
Corporation's shareholders
and otherwise complies with Rule 16b-3. The option price per share
is $12.50 (subject to adjustment
for stock dividends paid in the future). The 1995 options are not presently
exercisable within 60
days, and therefore are not presently deemed to be beneficially owned by
Dr. Bramante for purposes
of Schedule 13-D. The 1995 options will first become exercisable, to the
extent of 1,000 shares, on
October 19, 1995. The 1995 options will continue to be exercisable at the
rate of 1,000 shares on
January 1, 1996 and an additional 1,000 shares on January 1, 1997.
The 1995 options will expire to
the extent not exercised by December 31, 1997. Such "derivative securities"
were acquired without
the payment of any consideration by Dr. Bramante.
Item 4. Purpose of Transaction
Dr. Bramante's present intention is to exercise his remaining
1,210 stock options
outstanding under the 1993 Stock Option Plan at the rate of 605 shares
per year, on or before
December 31, 1995, and December 31, 1996, respectively, assuming the value
of the Common Stock
continues to exceed the option price per share, $8.26, at such times.
Assuming the value of the Common Stock exceeds $12.50 per share
in the future, Dr.
Bramante's present intention is to exercise his stock options under the 1995
Plan prior to the
expiration of such options on December 31, 1997.
Except as stated in prior Schedule 13D filings by Dr. Bramante,
Dr. Bramante has no
definite plans either to dispose of some or all of the shares of Common Stock
which he or the
Bramante Trust presently owns, nor does he have any plans to acquire
additional shares. However,
depending upon market factors, Dr. Bramante, individually, and/or the Bramante
Trust may in the
future acquire or dispose of shares.
Dr. Bramante 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) Dr. Bramante is the beneficial owner of 54,483 shares
of Common Stock, which
represents approximately 5.48% of the issued and outstanding Common Stock.
This consists of the
following:
(1) 1,155 shares of Common Stock held directly by Dr.
Bramante in his own
name.
(2) 9,522 shares of Common Stock held indirectly by Dr.
Bramante in the
name of his wife, Eleanor Bramante.
(3) 22,123 shares of Common Stock held by the Bramante Trust.
(4) 1,210 shares of Common Stock owned derivatively as a
result of
presently exercisable options previously granted under the 1993 Plan.
The adjusted option
price is $8.26 per share.
(5) 20,304 shares of Common Stock derivatively owned as a
result of
presently exercisable options under $240,000 face amount of Equity
Contracts, held by the
Bramante Trust. The adjusted option price is $11.82 per share.
(6) 169 shares of Common Stock derivatively owned and held
indirectly, by
Dr. Bramante's wife, Eleanor Bramante, subject to presently exercisable
options under $2,000
face amount of Equity Contracts. The adjusted option price is
$11.82 per share.
(b) Except for the shares owned by Dr. Bramante's wife
(with respect to which Dr.
Bramante has no voting power or investment power, either sole or shared),
Dr. Bramante has sole
voting power and sole investment power with respect to all such shares, and
sole investment power
with respect to all such derivative securities. (The Equity Contracts and
stock options have no voting
power.)
(c) The only transaction in the Common Stock (including
adjustments to the purchase
price in derivative securities) effected during the past 60
days by Dr. Bramante in his individual
capacity was the granting to him of stock options under the 1995 Plan.
However, as indicated above,
such acquisition was without any consideration by Dr. Bramante and has
not yet resulted in his
becoming a "beneficial owner" of the Corporation's securities since such
options are not presently
exercisable within 60 days.
(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or
otherwise) between Dr. Bramante and any other person with respect to
any securities of the
Corporation, including but not limited to transfer or voting of any of
the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable. There are no written agreements,
contracts, arrangements,
understandings or proposals of the nature described in Item 7.
<PAGE>
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.
April 30 , 1995
Date
/s/ Marino A. Bramante
Signature
Marino A. Bramante, Individually and
as Trustee of the M.A. Bramante, DDS,
P.A.Retirement Trust
Name/Title
