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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)
YOLANDA SIMONELLI, 439 Parish Drive, Wayne, NJ 07470 201-628-1350
(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).
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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
Yolanda Simonelli
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
13,745
8) Shared Voting Power
-0-
9) Sole Dispositive Power
13,745
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person
60,013 (of which 46,268 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
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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 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)
Yolanda Simonelli, individually; and (2) the M.A. Simonelli
Family Trust (the "Simonelli Trust"), which is no longer
reporting on Schedule 13D.
(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.
(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. Simonelli is not a trustee of the Simonelli
Trust.
(d) During the last five years, the person filing this report
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the person filing this report
has not 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. Simonelli is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On July 31, 1995, Mrs. Simonelli's beneficial ownership of the
Corporation's Common Stock increased by 1,249 shares, and the
Simonelli Trust's beneficial ownership increased by 4,206 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 Mrs. Simonelli or the Simonelli Trust.
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
was not the result of any investment decision by either Mrs.
Simonelli or the Simonelli Trust, and was without any
consideration paid by them. The distribution of the stock
dividend did not affect the percentage of their ownership of the
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outstanding stock of the Corporation, and has no bearing upon
their previously stated intentions with respect to any future
acquisition or disposition of the Corporation's Common Stock.
Mrs. Simonelli does not have 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) Mrs. Simonelli may be deemed to be the beneficial owner
of 60,013 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) 13,745 shares held directly by Mrs. Simonelli with respect
to which she has sole voting power and sole dispositive power.
(2) 46,268 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. 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 the Last Will and Testament of
Mrs. Simonelli's late husband, Michael A. Simonelli, and 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
46,268 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.
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(c) The only transaction in the Common Stock of the Corporation
that was effected during the past 60 days by Mrs. Simonelli and
the Simonelli Trust is as follows:
Date of Number of Price per Nature of
Acquisition Shares Share Transaction
07/31/95 5,455 N/A Stock Dividend
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Mrs. Simonelli is the mother of Mrs. Annemarie Appleton, one of
the co-trustees of the Simonelli Trust. (Michael W. Mulligan is
the other trustee of that trust.) Mrs. Simonelli is the lifetime
beneficiary and Mrs. Appleton is a remainder beneficiary of the
Simonelli Trust. Mrs. Appleton is also a Director of the
Corporation's bank subsidiary, Great Falls Bank.
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.
August 28, 1995 /s/ Yolanda Simonelli
Date Signature
Yolanda Simonelli, individually
and as income beneficiary of the
M.A. Simonelli Family Trust
Name/Title
