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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): DECEMBER 31, 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) (IRS Employer
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.
The Corporation's acquisition (the "Acquisition") of Bergen
Commercial Bank ("Bergen"), a commercial bank chartered under the
laws of the State of New Jersey, became effective at 11:59 p.m.
on December 31, 1995 (the "Effective Time"). The Acquisition was
pursuant to an Acquisition Agreement and a Plan of Acquisition
(collectively referred to herein as the "Agreement"), each dated
August 16, 1995, between the Corporation and Bergen. The
Acquisition was approved by the shareholders of Bergen and the
Corporation at special meetings of their respective stockholders
which were each held on December 19, 1995.
At the Effective Time, each outstanding share of Bergen
Common Stock was automatically converted into 1.7 shares of the
Common Stock of the Corporation and the right to receive cash in
lieu of fractional shares. The exchange ratio, which was fixed
in the Agreement, was determined in negotiations between members
of management of Bergen and the Corporation. The exchange ratio
was based upon the relative book values per share, subject to
certain agreed upon adjustments, of Bergen and the Corporation,
respectively, as of June 30, 1995. In lieu of issuing fractional
shares, each record holder of Bergen Common Stock who would
otherwise have been entitled to a fraction of a share of the
Common Stock of the Corporation was paid in cash an amount equal
to such fraction multiplied by $17.20, the average of the final
bid prices for shares of the Corporation's Common Stock on each
of the ten (10) business days preceding the Effective Time.
629,298 shares of the Common Stock of the Corporation were
issued in exchange for shares of Bergen's Common Stock which were
outstanding at the Effective Time. In addition, $1,336.34 was
paid in lieu of issuing fractional shares. The cash paid in lieu
of issuing fractional shares was provided from the Corporation's
working capital on hand.
As a result of the Acquisition, the Corporation became
Bergen's sole shareholder. Bergen has three banking offices in
Bergen County, New Jersey. At June 30, 1995, Bergen had
approximately $71,000,000 of assets, approximately $64,300,000 of
liabilities and approximately $6,700,000 in shareholders' equity.
Bergen's assets at June 30, 1995 included approximately
$9,700,000 of cash and cash equivalents, approximately
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$14,000,000 of securities and approximately $45,100,000 of loans
(net of unearned income and allowance for possible loan losses).
Bergen's liabilities at June 30, 1995 included approximately
$63,700,000 of deposits.
The following relationships exist between persons who were
affiliates of Bergen and the Corporation and its affiliates:
John L. Soldoveri, the Corporation's Chairman and Chief Executive
Officer and a principal shareholder of the Corporation, was also
a principal shareholder of Bergen. Mr. Soldoveri is the uncle of
Anthony M. Bruno, Jr., who is Bergen's Chairman. C. Mark
Campbell, President and a director of Bergen, is Mr. Bruno's
brother-in-law. Mr. Bruno and David M. Corry, a director of the
Corporation's bank subsidiary Great Falls Bank, are both partners
in the certified public accounting firm Bruno, DiBello & Co.,
LLC. As of September 1, 1995, four members (including Mr.
Soldoveri) of the Board of Directors of the Corporation and/or
Great Falls Bank beneficially owned in the aggregate
approximately 6.15% of Bergen's outstanding stock and four
members of Bergen's Board of Directors beneficially owned in the
aggregate approximately 1.53% of the Corporation's outstanding
stock. Pursuant to the Agreement, the following members of
Bergen's board of directors were appointed to the Corporation's
board of directors: Mr. Bruno, Mr. Campbell and Charles J.
Volpe. Also, Mr. Bruno has been elected Vice Chairman of the
Corporation and Mr. Campbell has been elected Executive Vice
President of the Corporation.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The
following report of independent public accountants, financial
statements and notes thereto of the acquired company, Bergen
Commercial Bank, are incorporated by reference to the previous
filing as part of Form S-4, Registration No. 33-62915 (pages F-1
through F-15, inclusive), which related to the Corporation's
acquisition of Bergen:
Report of Independent Public Accountants (Arthur Andersen
LLP, dated January 17, 1995)
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Consolidated Statements of Condition at December 31, 1994
and 1993
Consolidated Statements of Income for Each of the Years in
the Three-Year Period Ended December 31, 1994
Consolidated Statements of Changes in Shareholders' Equity
for Each of the Years in the Three-Year Period Ended
December 31, 1994
The Acquisition is accounted for on a pooling-of-interests basis.
Financial information concerning Bergen's financial condition and
results of operations for the fiscal year ended December 31, 1995
is included in the pro forma financial information for the
Corporation and Subsidiaries filed with this Form 8-K/A (see Item
7(b) below). This information is unaudited. Audited information
for the year ended December 31, 1995 will be reflected in the
Corporation's financial statements included in its 1995 Annual
Report to Stockholders, which will be incorporated by reference
in the Corporation's Form 10-KSB to be filed for the year ended
December 31, 1995. The 1995 Form 10-KSB is not due as of the
date of filing this Form 8-K/A.
(b) Pro forma Financial Information. The following pro
forma financial statements, reflecting the combined financial
condition and results of operations of the Corporation and its
Subsidiaries, including Bergen Commercial Bank, on a pooling-of-interests
basis, are filed as a part of this report:
Pro Forma Consolidated Statements of Condition at December
31, 1995 and 1994 (Unaudited)
Pro Forma Consolidated Statements of Income for Each of the
Years in the Three-Year Period Ended December 31, 1995
(Unaudited)
(c) Exhibits
(1) Exhibit Incorporated by Reference. The
Corporation hereby incorporates by reference to Form S-4,
Registration No. 33-62915, Exhibit 2.1, Acquisition Agreement
dated August 16, 1995 between Great Falls Bancorp and Bergen
Commercial Bank.
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(2) Exhibit Filed with this Report
Exhibit No. Title
23.1 Consent of Arthur Andersen LLP dated
March 15, 1996
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)
MARCH 15, 1996 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT
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GREAT FALLS BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
DECEMBER 31, 1995 and 1994 (in thousands, except share data)
(Unaudited)
ASSETS
1995 1994
CASH AND DUE FROM BANKS - Non-interest-bearing . . . . . $ 11,471 $ 6,427
FEDERAL FUNDS SOLD . . . . . . . . . . . . . . . . . . . 17,575 1,625
Total cash and cash equivalents. . . . . . . 29,046 8,052
DUE FROM BANKS - Interest-bearing. . . . . . . . . . . . 1,148 1,019
SECURITIES:
Available-for-sale, at fair value. . . . . . . . . . . 47,835 25,403
Held-to-maturity, at amortized cost
(aggregate fair values of $36,061 and
$32,861 in 1995 and 1994, respectively). . . . . . 36,151 33,558
LOANS . . . . . . . . . . . . . . . . . . .. . . . . . 131,742 96,664
Less - Allowance for possible loan losses.. . . . . . 2,332 1,824
Unearned income . . . . . . . . .. . . . . . 303 290
Net loans. . . . . . . .. . . . . . 129,107 94,550
PREMISES AND EQUIPMENT, net. . . . . . . . . . . . . . . 3,082 1,524
OTHER REAL ESTATE. . . . . . . . . . . . . . . . . . . . 2,070 1,184
ACCRUED INTEREST RECEIVABLE. . . . . . . . . . . . . . . 1,977 1,496
INTANGIBLE AND OTHER ASSETS. . . . . . . . . . . . . . . 2,629 1,517
Total assets . . . . . . . . . . . . $253,045 $168,303
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Demand:
Non-interest-bearing. . . . . . . . . . . . . . . . $ 46,332 $ 32,426
Interest-bearing. . . . . . . . . . . . . . . . . . 59,141 43,758
Savings . . . . . . . . . . . . . . . . . . . . . . . 26,030 20,451
Time (includes deposits $100 and over of $16,316
in 1995 and $11,418 in 1994). . . . . . . . . . . . 91,263 47,654
Total deposits . . . . . . . . . . . 222,766 144,289
ACCRUED INTEREST AND OTHER LIABILITIES . . . . . . . . . 2,951 1,390
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE . . . . . 2,756 2,700
REDEEMABLE SUBORDINATED DEBENTURES . . . . . . . . . . . 4,976 4,963
Total Liabilities. . . . . . . . . . 233,450 153,342
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, without par value: 1,000,000 - -
shares authorized, none outstanding
Common Stock, par value $1 per share: 4,000,000
shares authorized, 1,709,451 nd 1,444,736
shares outstanding in 1995 and 1994, respectively. . 1,709 1,443
Additional paid-in capital . . . . . . . . . . . . . . 15,231 12,209
Retained earnings. . . . . . . . . . . . . . . . . .. . 2,102 1,843
Unrealized holding gain (loss) on securities
available-for-sale, net of deferred tax benefit . . . 553 (534)
Total shareholders' equity . . . . . . . . . 19,595 14,961
Total liabilities and shareholders' equity . $253,045 $168,303
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GREAT FALLS BANCORP AND SUBSIDIARIES--CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 1995, 1994 and 1993
(in thousands, except per share data)
(Unaudited)
1995 1994 1993
INTEREST INCOME:
Interest on loans, including fees. . . . . . . $11,932 $8,408 $7,087
Interest on securities . . . . . . . . . . . . 4,790 2,693 1,733
Interest on Federal Funds sold and deposits
with banks. . 712 301 515
Total interest income. . . . . 17,433 11,402 9,335
INTEREST EXPENSE:
Interest on deposits. . . . . . . . . . . . . 5,927 3,143 2,962
Interest on borrowings. . . . . . . . . . . . 625 491 40
Total interest expense . . . . 6,550 3,634 3,002
Net interest income. . . . . . 10,883 7,768 6,333
PROVISION FOR POSSIBLE LOAN LOSSES . . . . . . . . 375 172 478
Net interest income after provision
for possible loan losses . . . . 10,508 7,596 5,855
OTHER INCOME . . . . . . . . . . . . . . . . . . . 2,177 855 1,338
OTHER EXPENSES:
Salaries and employee benefits. . . . . . . . . 3,700 2,745 2,337
Occupancy and equipment . . . . . . . . . . . . 1,418 919 708
Amortization of intangible assets and
organizational costs . 191 110 111
Other operating expenses. . . . . . . . . . . . 4,130 2,351 1,932
Total other expenses . . . . . . . . 9,439 6,125 5,088
Income before income taxes . . . . . 3,246 2,326 2,105
PROVISION FOR INCOME TAXES . . . . . . . . . . . . 1,174 840 804
Net Income . . . . . . . . . . $2,072 $1,486 $1,301
WEIGHTED AVERAGE SHARES OUTSTANDING. . . . . . . . 1,653 1,513 1,501
NET INCOME PER SHARE . . . . . . . . . . . . . . . $1.25 $.98 $.87
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Note to Accompanying Financial Statements
Effective December 31, 1995, the Corporation acquired BCB by merger. Each
share of BCB common stock outstanding was exchanged for 1.7 shares of the
Corporation's common stock, resulting in the issuance of approximately
629,000 shares. The acquisition has been accounted for as a pooling of
interests and as such, the consolidated financial statements of the
Corporation include the amounts of BCB for all periods presented.
Separate results of the combining companies are as follows:
1995 1994 1993
Net interest income
Corporation. . . . . . . . . . . . $ 7,110 $4,554 $4,003
BCB. . . . . . . . . . . . . . . . 3,773 3,214 2,330
$10,833 $7,768 $6,333
Net income
Corporation . . . . . . . . . . . $ 1,533 $ 966 $ 835
BCB . . . . . . . . . . . . . . . 539 520 466
$ 2,072 $1,486 $1,301
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Great Falls Bancorp:
As independent public accountants, we hereby consent to the use of our report
dated January 17, 1995 on the financial statements of Bergen Commercial Bank
incorporated by reference in Great Falls Bancorp's Form 8-K/A and to all
references to our firm included in this Form 8-K/A.
\s\Arthur Andersen LLP
Roseland, New Jersey
March 15, 1996
