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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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)
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 acquisition (the "Acquisition") of Bergen Commercial
Bank ("Bergen"), of Paramus, New Jersey, by the Corporation
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 will be paid in cash an amount
equal to such fraction multiplied by $17.20, which was the
average of the final bid prices for shares of the Common Stock of
the Corporation on each of the ten (10) business days preceding
the Effective Time.
629,298 shares of the Common Stock of the Corporation will
be issued in exchange for shares of Common Stock of Bergen which
were outstanding at the Effective Time. In addition, $1,336.34
will be paid in lieu of issuing fractional shares. The cash to
be paid in lieu of issuing fractional shares will be provided
from the Corporation's working capital on hand.
As a result of the Acquisition, the Corporation became the
sole shareholder of Bergen, which is a commercial bank chartered
under the laws of the State of New Jersey. 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 $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 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 Chairman and Chief Executive Officer of
the Corporation and a principal shareholder of the Corporation,
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was also a principal shareholder of Bergen. Mr. Soldoveri is the
uncle of Anthony M. Bruno, Jr., who is the Chairman of Bergen.
C. Mark Campbell, who is the President and a director of Bergen,
is Mr. Bruno's brother-in-law. Mr. Bruno and David M. Corry, a
director of Great Falls Bank, a subsidiary of the Corporation,
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 the outstanding stock of Bergen
and four members of the Board of Directors of Bergen beneficially
owned in the aggregate approximately 1.53% of the outstanding
stock of the Corporation. Pursuant to the Agreement, the
following members of Bergen's board of directors have been
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.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. It is
impracticable for the Corporation to provide financial statements
for Bergen at this time. Such financial statements will be filed
as soon as practicable, as an amendment to this Form 8-K, and in
any event within 60 days.
(b) Pro forma Financial Information. It is impracticable
for the Corporation to provide pro forma financial statements at
this time. Such pro forma financial information will be filed as
soon as practicable, as an amendment to this Form 8-K, and in any
event within 60 days.
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
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(Registrant)
JANUARY 15, 1996 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT
