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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
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)
December 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 Page 2 of 8 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) [ x]
3) SEC Use Only
4) Source of Funds (See Instructions)
PF
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
3,179
8) Shared Voting Power
24,335
9) Sole Dispositive Power
6,045
10) Shared Dispositive Power
46,681
11) Aggregate Amount Beneficially Owned by Each Reporting Person
63,386
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)
3.65
14) Type of Reporting Person (See Instructions)
IN
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CUSIP No. 390 380 10-3 Page 3 of 8 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Eleanor 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) [ x]
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
10,474
8) Shared Voting Power
24,335
9) Sole Dispositive Power
10,660
10) Shared Dispositive Power
46,681
11) Aggregate Amount Beneficially Owned by Each Reporting Person
57,341
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)
3.25
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
(a) This statement is being filed by the following
persons (the "Bramante Group"): (1) Marino A. Bramante,
individually and as a co-Trustee of the M.A. Bramante, DDS, P.A.
Retirement Trust (the "Bramante Trust"); and (2) Eleanor
Bramante, individually and as a co-Trustee of the Bramante Trust.
(b), (c) Dr. Bramante's employment is as President,
M.A. Bramante, DDS, P.A., 659 Valley Road, Wayne, NJ 07470
(orthodontist). Mrs. Bramante does not have any principal
occupation or employment. Her residence address is 875 Huron
Road, Franklin Lakes, NJ 07417.
(d) During the last five years, none of the persons
filing this report has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons
filing this report has 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) Dr. Bramante and Mrs. Bramante are both citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable to any shares acquired within the last
60 days.
Explanation. On December 31, 1995, Dr. Bramante's
beneficial ownership of the Corporation's Common Stock increased
by 1,244 shares as a result of the Corporation's acquisition of
Bergen Commercial Bank ("BCB"), of Paramus, New Jersey, on
December 31, 1995 (the "Acquisition"). Dr. Bramante received 1.7
shares of the Corporation's Common Stock for each share of common
stock of BCB owned prior to the Acquisition. Such shares were
acquired solely on a pro rata basis with other shareholders of
BCB, without the payment of any consideration other than the
surrendered shares of BCB which Dr. Bramante owned.
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Dr. Bramante's direct ownership of shares of the
Corporation's Common Stock had previously increased on November
30, 1995 by 665 shares as a result of his exercise of stock
options previously granted to him under the 1993 Stock Option
Plan (the "1993 Plan"). Dr. Bramante paid the option price,
$7.51 per share or a total of $4,994, from his personal funds.
In addition, Dr. Bramante's beneficial ownership
increased by 2,200 derivatively-owned shares as a result of
options previously granted to him under the Corporation's 1995
Stock Option Plan (the "1995 Plan") becoming exercisable within
60 days. Dr. Bramante has not paid any consideration in
connection with either the grant of such options to him or their
becoming exercisable within 60 days.
Item 4. Purpose of Transaction
The increase in beneficial ownership of shares pursuant
to the Acquisition was not the result of any independent
investment decision by Dr. Bramante or Mrs. Bramante, and was
without any consideration paid by them.
Dr. Bramante exercised his stock options under the 1993
Plan to the extent of 665 shares in order to prevent a lapse of
those options which would have occurred if the options had not
been exercised by the end of 1995. Dr. Bramante's present
intention is to exercise all of his remaining options under the
1993 Plan and 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 prices per share,
currently $7.51 for the options under the 1993 Plan and $11.36
for options under the 1995 Plan. Dr. and Mrs. Bramante also
intend to exercise the Equity Contracts on or before November 1,
1997, to purchase the Corporation's Common Stock.
At the present time, none of the persons filing this
report has 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
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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 63,386
shares of Common Stock, which represents approximately 3.65% of
the issued and outstanding Common Stock. Mrs. Bramante is the
beneficial owner of 57,341 shares of Common Stock, which
represents approximately 3.25% of the issued and outstanding
Common Stock. Despite the increase in the number of shares
beneficially owned by Dr. Bramante, the percentage of shares
beneficially owned by both Dr. Bramante and Mrs. Bramante has
decreased below 5% of the outstanding Common Stock as a result of
the Acquisition. Therefore Dr. Bramante and Mrs. Bramante will
not be filing Schedule 13D or amendments thereto in the future
unless and until their beneficial ownership exceeds 5% of the
outstanding Common Stock. These beneficial ownerships consists
of the following:
(1) 1,935 shares of Common Stock held directly by
Dr. Bramante in his own name.
(2) 10,474 shares of Common Stock held directly
by Eleanor Bramante and thus indirectly by Dr. Bramante.
(3) 24,335 shares of Common Stock held by the
Bramante Trust.
(4) 1,244 shares of Common Stock held indirectly
by a corporation
(5) 666 shares of Common Stock owned by Dr.
Bramante derivatively as a result of presently exercisable
options previously granted under the 1993 Plan. The
adjusted option price is $7.51 per share.
(6) 2,200 shares of Common Stock owned by Dr.
Bramante derivatively as a result of options exercisable
within 60 days previously granted under the 1995 Plan. The
adjusted option price is $11.36 per share.
(7) 22,346 shares of Common Stock owned
derivatively 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 $10.74 per
share.
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(8) 186 shares of Common Stock derivatively owned
by Eleanor Bramante, and thus indirectly by Dr. Bramante,
subject to presently exercisable options under $2,000 face
amount of Equity Contracts. The adjusted option price is
$10.74 per share.
(b) Dr. Bramante has sole voting power and sole
dispositive power with respect to the 1,935 shares held directly
by him in his own name and the 1,244 shares held indirectly by a
corporation, and sole dispositive power with respect to the stock
options (total 2,866 shares) which are exercisable within 60
days. Mrs. Bramante has sole voting power and sole dispositive
power with respect to the 10,474 shares she holds directly in her
name, and sole dispositive power with respect to the 186 shares
owned derivatively through Equity Contracts owned in her name.
Dr. and Mrs. Bramante have shared voting power and shared
dispositive power with respect to the 24,335 shares owned by the
Bramante Trust, and shared dispositive power with respect to the
22,346 shares owned derivatively through Equity Contracts which
are owned by the Bramante Trust. 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 the
persons filing this report are as follows:
Date of Number of Price per Nature of
Acquisition Shares Share Transaction
12/31/95 1,244 N/A Issuance of 1.7 shares of
Great Falls Bancorp stock
in exchange for each
share of Bergen
Commercial Bank stock
upon consummation of the
Acquisition
(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Dr. Bramante and Mrs. Bramante are married to each
other. Except for such relationship, there are no 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, 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.
Signatures
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.
February 5, 1996
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
February 5, 1996
Date
/s/ Eleanor Bramante
Signature
Eleanor Bramante, Individually and
as Trustee of the M.A. Bramante, DDS,
P.A. Retirement Trust
Name/Title
