<PAGE>
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)
ROBERT J. CONKLIN, c/o The Conklin Corporation,
3 Tice Road, Franklin Lakes, NJ 07417 - (201) 891-8333
(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.
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
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert J. Conklin
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
31,951
8) Shared Voting Power
N/A
9) Sole Dispositive Power
31,951
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
57,187
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)
5.22%
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) Robert J. Conklin.
(b), (c) President, The Conklin Corporation, 3 Tice Road,
Franklin Lakes, NJ 07417.
(d) During the last five years Mr. Conklin has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years Mr. Conklin was not 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) Mr. Conklin is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On July 31, 1995, Mr. Conklin's beneficial ownership of the
Corporation's Common Stock increased by 5,107 shares. This total
includes an increase in beneficial ownership of 2,162 shares via
derivative securities, consisting of an increase in the number of
unexercised presently exercisable stock options held by Mr.
Conklin (121 shares) and Equity Contracts held by Mr. Conklin and
his wife, Sonia J. Conklin, or his wife alone (total 2,041
shares). These acquisitions 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. Conklin.
As previously reported, on April 18, 1995 the Corporation granted
to Mr. Conklin, 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.
Conklin for purposes of Schedule 13-D, and are not included in
the shares reported herein.
<PAGE>
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. Conklin, and was without any
consideration paid by him. The distribution of the stock
dividend did not affect the percentage of Mr. Conklin'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. Conklin'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. Conklin 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. Conklin is the beneficial owner of 57,187 shares of
Common Stock, which represents approximately 5.22% of the issued
and outstanding Common Stock. This consists of the following:
(1) 11,741 shares of Common Stock held directly by Mr. Conklin
in his own name.
(2) 460 shares of Common Stock held indirectly, by Mr. Conklin's
wife, Sonia J. Conklin.
(3) 20,210 shares of Common Stock held indirectly, by The
Conklin Corporation, a corporation whose outstanding stock is
owned by Mr. and Mrs. Conklin. Mr. Conklin is both a director
and an executive officer of The Conklin Corporation. Mrs.
Conklin is not a director or executive officer of The Conklin
Corporation.
<PAGE>
(4) 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.
(5) 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.
(6) 18,621 shares of Common Stock derivatively owned as a result
of presently exercisable options under $200,000 face amount of
Equity Contracts, held by Mr. and Mrs. Conklin jointly. The
adjusted option price is $10.74 per share.
(7) 3,724 shares of Common Stock derivatively owned and held by
Mr. Conklin indirectly. Such shares are owned by Mr. Conklin's
wife, Sonia J. Conklin, subject to presently exercisable options
under $40,000 face amount of Equity Contracts. The adjusted
option price is $10.74 per share.
(b) Except for the shares of Common Stock and derivative
securities owned by Mr. Conklin's wife (with respect to which Mr.
Conklin has no voting power or investment power, either sole or
shared), Mr. Conklin has sole voting power and sole investment
power with respect to all such shares of Common stock, and sole
investment power with respect to all such derivative securities
reported in this Schedule 13D. (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. Conklin are as
follows:
Date of Number of Price per Nature of
Acquisition Shares Share Transaction
07/31/95 9,401 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.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Conklin 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.
<PAGE>
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 28, 1995
Date
/s/ Robert J. Conklin
Signature
Robert J. Conklin
Name/Title
