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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 13)*
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)
ALFRED R. URBANO c/o Rubicon Realty Corp.,
Suite 207, Webster Building,
3411 Silverside Road, Wilmington, DE 19810 -- (302) 479-7911
..........................................................
(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 5 pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alfred R. Urbano
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)
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
93,457
8) Shared Voting Power
N/A
9) Sole Dispositive Power
105,614
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
105,614
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)
6.13%
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) Alfred R. Urbano.
(b), (c) President, Rubicon Realty Corp., Suite 207
Webster Building, 3411 Silverside Road, Wilmington, DE 19810
(real estate developer).
(d) During the last five years, Mr. Urbano has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Urbano 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. Urbano is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
On November 30, 1995, Mr. Urbano exercised stock
options to purchase 1,331 shares at the price of $7.51/share, a
total of $9,996, all of which came from personal funds. The
options had been granted during 1993 pursuant to the Great Falls
Bancorp 1993 Stock Option Plan.
Item 4. Purpose of Transactions
Mr. Urbano exercised the stock options for investment
reasons. Mr. Urbano continues to hold options granted in 1995
under the Great Falls Bancorp 1995 Stock Option Plan to purchase
3,300 shares at a price of $11.36/share. 2,200 of such options
are presently exercisable. His 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. He
also intends to exercise his Equity Contracts, which require that
he purchase 9,957 shares prior to November 1, 1997 at the
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adjusted price of $10.74/share, and permit the purchase of that
number of shares at that price at any time prior thereto.
Mr. Urbano 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. Urbano is the beneficial owner of a total of
105,614 shares of Common Stock of the Corporation. Of this
total, 93,457 shares are directly owned by Mr. Urbano. Mr.
Urbano has sole voting power and sole investment power with
respect to all such 93,457 directly owned shares. In addition,
Mr. Urbano beneficially owns 12,157 shares (derivative
securities) as a result of stock options which are presently
exercisable or will become exercisable within 60 days (2,200
shares under 1995 Plan, adjusted exercise price is $11.36/share)
and presently exercisable Equity Contracts (9,957 shares;
adjusted exercise price is $10.74/share), none of which has any
voting power.
(b) Such beneficially owned shares represent
approximately 6.13% of the issued and outstanding Common Stock of
the Corporation. Despite the slight increase in the number of
shares beneficially owned by Mr. Urbano since his filing of
Amendment No. 12 to Schedule 13D, this is a significant reduction
from his percentage of outstanding shares previously reported.
The dilution is due to the Corporation's acquisition, effective
on 12/31/95, of Bergen Commercial Bank solely in exchange for the
Corporation's Common Stock.
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(c) No transactions in the Corporation's Common Stock
were effected during the past 60 days by Mr. Urbano.
(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. Urbano 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.
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.
February 5, 1996
Date
/s/ Alfred R. Urbano
Signature
Alfred R. Urbano
Name/Title
