SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 11)*
Under the Securities Exchange Act of 1934
GREATER COMMUNITY BANCORP
.........................................................
(Name of Issuer)
Common Stock, $1.00 par value per share
...........................................
(Title of Class of Securities)
390 380 10-3
..........................................................
(CUSIP Number)
JOHN L. SOLDOVERI, 55 Union Blvd.,
Totowa, NJ 07512 -- (201) 942-6964
..........................................................
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 3, 1997
..........................................................
(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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Page 2 of 6 pages
CUSIP No. 390 380 10-3
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John L. Soldoveri
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
187,481
8) Shared Voting Power
1,977
9) Sole Dispositive Power
187,481
10) Shared Dispositive Power
1,977
11) Aggregate Amount Beneficially Owned by Each Reporting Person
227,593
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)
8.68%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, $1.00 par value
per share ("Common Stock"), of Greater Community Bancorp (the "Corporation").
The Corporation's principal executive office is located at 55 Union Boulevard,
Totowa, NJ 07512.
Item 2. Identity and Background
This Statement is being filed by John L. Soldoveri, whose
residence address is 3 Battle Ridge Trail, Totowa, New Jersey 07512. Mr.
Soldoveri's principal occupation is Vice President, Soldoveri Agency, 247 Union
Boulevard, Totowa, NJ 07512 and Vice President, Rhodes Agency, Inc., 290
Lafayette Avenue, Hawthorne, NJ 07506 (real estate and insurance agencies). He
is semi-retired and works on a part-time basis.
Mr. Soldoveri has not during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Mr. Soldoveri has not during the last five years been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he 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.
Mr. Soldoveri is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On July 31, 1997, Mr. Soldoveri acquired beneficial ownership
of 20,807 shares of the Corporation's Common Stock. This total includes an
increase in ownership of 16,575 shares held by Mr. Soldoveri directly (13,404)
and indirectly by his wife (3,172), as well as an increase in beneficial
ownership of 4,232 shares via derivative securities, namely, mandatory stock
purchase contracts ("Equity Contracts") held by him and his wife (3,539 shares)
and unexercised stock options held by Mr. Soldoveri under Stock Options Plans
adopted during 1995 and 1996 (693 shares). These acquisitions all resulted
entirely from a 10% stock dividend paid on July 31, 1997 to all shareholders of
record. All of such shares were acquired solely on a pro rata basis, without the
payment of any consideration by Mr. Soldoveri.
On November 3, 1997, Mr. Soldoveri exercised $320,000 face
amount of Equity Contracts to purchase 36,035 shares at the adjusted price of
$8.88/share, a total of $319,991. Mr. Soldoveri had purchased the Equity
Contracts on December 30, 1993 for $3,200. His total cost for the 36,035 shares
of common stock was therefore $323,191. As consideration for such purchase, Mr.
Soldoveri surrendered $320,000 principal amount Cancellable Subordinated 8.50%
Debentures due November 1, 1998 (the "8.5% Debentures"), which Mr. Soldoveri
had purchased on December 30, 1993 for $316,800. See Item 3 of Amendment
No. 7 to Mr. Soldoveri's Schedule 13D.
On November 3, 1997, Mr. Soldoveri's wife exercised $25,000
face amount of mandatory stock purchase contracts ("Equity Contracts") to
purchase 2,815 shares at the adjusted price of $8.88/share, a total of $24,997.
Mrs. Soldoveri had purchased the Equity Contracts on December 30, 1993 for $250.
Her total cost for the 2,815 shares of common stock was therefore $24,247. As
consideration for such purchase, Mrs. Soldoveri surrendered $25,000 principal
amount Cancellable
Page 3 of 6 Pages
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Subordinated 8.50% Debentures due November 1, 1998 (the "8.5% Debentures"),
which Mrs. Soldoveri had purchased on December 30, 1993 for $24,750.
See Item 3 of Amendment No. 7 to Mr. Soldoveri's Schedule 13D.
On November 25, 1997, Mr. Soldoveri exercised stock options to
purchase 3,993 shares at the price of $9.39164/share, a total of $37,500, all of
which came from Mr. Soldoveri's personal funds. The stock options had been
granted during 1995 pursuant to the Great Falls Bancorp 1995 Stock Option Plan
(the "1995 Plan").
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, 1997 was not the
result of any investment decision by Mr. Soldoveri, and was without any
consideration paid by him. The distribution of the stock dividend did not affect
the percentage of Mr. Soldoveri's ownership of the outstanding stock of the
Corporation, and has no bearing upon his previously stated intentions with
respect to any future acquisition or disposition of the Corporation's Common
Stock.
Mr. and Mrs. Soldoveri's exercise of the Equity Contracts on
November 3, 1997 was mandatory. Mr. and Mrs. Soldoveri had purchased the Equity
Contracts and 8.5% Debentures for investment in December, 1993.
Mr. Soldoveri exercised the stock options under the 1995 Plan
to prevent a lapse of the options if not exercised by the end of 1997.
Mr. Soldoveri's present intention is to exercise all of the
stock options granted to him during 1996 under the 1996 Stock Option Plan for
Nonemployee Directors at some time before such options lapse prior to December
31, 2006, assuming the value of the Common Stock continues to exceed the
adjusted option price per share, currently $13.95.
Except as stated above, Mr. Soldoveri 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.
Page 4 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
(a) Mr. Soldoveri is the beneficial owner of 227,593 shares of
Common Stock of the Corporation, which represents 8.68% of the issued and
outstanding Common Stock of the Corporation.
This consists of the following:
(1) 187,481 shares held directly by Mr. Soldoveri
in his own name.
(2) 37,700 shares held by Mr. Soldoveri's wife,
Grace P. Soldoveri.
(3) 1,977 shares held by the John L. and Grace P.
Soldoveri Foundation, Inc. (the "Soldoveri
Foundation"), of which Mr. Soldoveri is a
director. Mr. Soldoveri disclaims beneficial
ownership of such 1,977 shares.
(4) 435 shares owned derivatively as a result of
presently exercisable options previously granted under the
Corporation's 1996 Stock Option Plan for Nonemployee Directors. The
adjusted option price is $13.95 per share.
(b) Mr. Soldoveri has sole investment power and sole voting
power with respect to the 187,481 shares held directly by him. He has no voting
power or investment power, either sole or shared, with respect to the 37,700
shares held by his wife. Mr. Soldoveri has shared voting power and shared
investment power with respect to the 1,977 shares held by the Soldoveri
Foundation. He has sole investment power with respect to the stock options. The
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 Mr. Soldoveri are the
following stock acquisitions:
Date # of shares Price/share Nature of Acquisition
11/03/97 36,035 $8.88 Exercise Equity Contracts (Mr. Soldoveri)
11/03/97 2,815 $8.88 Exercise Equity Contracts (Mrs. Soldoveri)
11/25/97 3,993 $9.39 Exercise Options under 1995 Stock Option Plan
(d), (e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Mr. Soldoveri is the husband of Mrs. Grace P. Soldoveri.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Soldoveri 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.
Page 5 of 6 Pages
<PAGE>
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.
November 29, 1997
Date
/s/ John L. Soldoveri
Signature
John L. Soldoveri
Name/Title
Page 6 of 6 Pages
