<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GREATER COMMUNITY BANCORP
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
GREATER COMMUNITY BANCORP
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction pursuant to
Exchange Act Rule 0-11: (Set forth the amount on which the filing fee
is calculated and state how it was determined):
. . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . .
5) Total fee paid:
. . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount previously paid:
. . . . . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
GREATER COMMUNITY BANCORP
55 Union Boulevard
Totowa, New Jersey 07512
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1997
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders (the
"Annual Meeting") of Greater Community Bancorp (the "Corporation") will be
held at the Corporation's headquarters located at 55 Union Boulevard,
Totowa, New Jersey, at 4:00 p.m. on Tuesday, April 15, 1997, to consider
and act upon the following matters:
1. The election of three directors to serve for three-year terms as
described in the accompanying Proxy Statement.
2. The transaction of such other business as may properly come before
the Annual Meeting or any adjournments thereof. The Board of
Directors is not aware of any other business to come before the
Annual Meeting.
Action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Only
stockholders of record at the close of business on March 1, 1997, are
entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
A Proxy Card and a Proxy Statement relating to the Annual Meeting are
enclosed. You are requested to fill in and sign the enclosed Proxy Card
which is solicited by the Board of Directors and to mail it promptly in the
enclosed envelope. Stockholders are cordially invited to attend the
meeting in person. If you attend the Annual Meeting and vote in person,
the enclosed Proxy Card will not be used.
By order of the Board of Directors,
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 14, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR CORPORATION
THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM.
A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE
IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT OF
GREATER COMMUNITY BANCORP
55 Union Boulevard
Totowa, New Jersey 07512
201-942-1111
1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Greater Community Bancorp (the
"Corporation") to be used at the 1997 Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") to be held at the Corporation's
headquarters located at 55 Union Boulevard, Totowa, New Jersey on Tuesday,
April 15, 1997 at 4:00 p.m. The accompanying Notice of Annual Meeting and
form of Proxy and this Proxy Statement are being first mailed to
stockholders on or about March 14, 1997.
Purposes of Annual Meeting; Voting and Revocability of Proxies
Purposes of the Annual Meeting
Only one matter will be presented at the Annual Meeting to be
considered and voted upon. This is the election of directors (see
"PROPOSAL ONE--ELECTION OF DIRECTORS").
Except for this matter, the Board of Directors does not know of any
other matter to be presented for consideration at the Annual Meeting.
Should any other matter come before the Annual Meeting, however, the
persons named in the accompanying Proxy will have the discretionary
authority to vote all Proxies with respect to any such other matter in
accordance with their judgment.
Quorum; Votes Required
The presence at the Annual Meeting, in person or by proxy, of shares
entitled to cast a majority of the votes constitutes a quorum. Each share
of Common Stock is entitled to one vote on each matter to come before the
Annual Meeting. Directors shall be elected by a plurality of the votes
cast, in person or by proxy, by the holders of shares entitled to vote at
the Annual Meeting. Approval of any other matters to come before the
Annual Meeting will require the affirmative vote of a majority of the votes
cast, in person or by proxy, by the holders of Common Stock entitled to
vote at the Annual Meeting.
Voting of Proxy
Proxies solicited by the Board of Directors will be voted in accordance
with the directions given therein. Where no instructions are indicated,
proxies will be voted for the nominees for directors set forth below. The
proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as director where the nominee is
unable to serve or for good cause will not serve, and with respect to
matters incident to the conduct of the Annual Meeting. If any other
business is presented at the Annual Meeting, proxies will be voted by those
named therein in their discretion. Proxies marked as abstentions will not
be counted as votes cast. In addition, shares held in street name which
have been designated by brokers on proxy cards as not voted will not be
counted as votes cast. Proxies marked as abstentions or as broker no votes
will, however, be treated as shares present for purposes of determining
whether a quorum is present.
<PAGE>
Revocability of Proxy
Stockholders who execute proxies retain the right to revoke them at any
time prior to the voting thereof. Unless so revoked, the shares
represented by properly executed proxies will be voted at the Annual
Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Corporation's Secretary at the above address or by the filing
of a later dated proxy prior to a vote being taken on a particular proposal
at the Annual Meeting. A proxy will not be voted if a stockholder attends
the Annual Meeting and votes in person. A stockholder's mere presence at
the Annual Meeting will not revoke such stockholder's proxy.
Voting Securities and Principal Holders Thereof
The securities entitled to vote at the Annual Meeting consist of the
Corporation's common stock, $1.00 par value per share (the "Common Stock").
As of the close of business on March 1, 1997 (the "Record Date"), 1,894,297
shares of Common Stock were issued and outstanding. Only stockholders of
record of Common Stock on the Record Date are entitled to notice of and to
vote at the Annual Meeting or any adjournments thereof.
The Corporation knows of no individual or group which, at March 1,
1997, beneficially owned more than 5% of the Common Stock, other than John
L. Soldoveri and Alfred R. Urbano, both of whom are directors of the
Corporation. Details of their stock ownership as of December 31, 1996 are
set forth below (see "PROPOSAL ONE--ELECTION OF DIRECTORS--Security
Ownership of Management").
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the Corporation's Certificate of Incorporation, directors are
divided into three classes and elected for terms of three years and until
their successors are elected and qualified. Each class of directors is to
consist, as nearly as may be, of one-third of the number of directors then
constituting the whole Board. The Corporation's Board of Directors is
currently comprised of ten members, three of whom have terms which end upon
the election of their successors at the Annual Meeting. The remaining
seven directors have terms which will continue beyond the Annual Meeting.
For the coming year the Board of Directors has fixed the total number
of directors at ten. Three persons are to be elected for terms of three
years as described below. Under New Jersey law, directors are elected by a
plurality of the votes present in person or represented by proxy at the
Annual Meeting and entitled to vote on the election of directors.
The Board of Directors, which has no nominating committee, has
nominated M.A. Bramante, Robert J. Conklin and William T. Ferguson, each of
whom is a member of the current Board whose term expires in 1997, for
reelection for terms of three years and until their respective successors
are elected and have qualified.
Other nominations may be made pursuant to the Corporation's Bylaws,
which require, among other things, that advance written notice of any such
nomination be delivered or mailed to the Chairman of the Board of the
Corporation. Any such written nomination shall be delivered or mailed not
less than 14 days prior to the Annual Meeting, that is, on or before April
1, 1997, provided, that if less than 21 days' notice of the Annual Meeting
is given to stockholders, then such nomination shall be mailed or delivered
to the Chairman of the Board not later than the close of business on the
seventh day following the day on which the Notice of Annual Meeting was
mailed.
The Corporation's Bylaws permit the Board of Directors to increase the
number of directors by not more than two members, and to fill the vacancies
created by such increase, between Annual Meetings of Stockholders. In the
event of any such increase in the number of directors by the Board, the
terms of the directors filling such vacancies shall be fixed by the Board
in such manner as to result in each class consisting, as nearly as may be,
of one-third of the number of directors then constituting the whole Board
as so increased. A director elected by the Board to fill a vacancy created
in such manner will serve only until the next Annual Meeting of
Stockholders, at which time the stockholders will elect such director's
successor for the succeeding term, or if applicable, for the remaining
portion of the full term previously fixed by the Board. The Board of
Directors has no plans at the present time to make any such increase and
fill vacancies prior to the Annual Meeting.
<PAGE>
It is intended that the persons named as proxies in the Proxy Cards
solicited by the Board of Directors will vote for the election of the named
nominees. If any nominee is unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be voted for the
election of such substitute as the Board of Directors may recommend or the
size of the Board may be reduced to eliminate the vacancy. At this time
the Board knows of no reason why any nominee might be unable to serve.
The following table sets forth, for each nominee and each continuing
director, his name, age as of the Record Date and the year he first became
a director of the Corporation. The table also sets forth the names, ages
and positions of the Corporation's current executive officers and the year
each was first elected to his current position. Each director of the
Corporation is also a member of the Board of Directors of either Great
Falls Bank (GFB) or Bergen Commercial Bank (BCB), as indicated on the
table.
Board Nominees for Three-Year Terms Expiring at Annual Meeting in 2000
Age as of First Year as a
Name Record Date Director of Corporation
M. A. Bramante (GFB) 64 1985
Robert J. Conklin (GFB) 58 1985
William T. Ferguson (GFB) 54 1985
Directors Continuing in Office
Age as of First Year Year of Expiration
Record as a Director of term as
Name Date of Corporation a Director
Anthony M. Bruno, Jr.(BCB) 42 1995 1998
George E. Irwin (GFB) 53 1987 1998
Alfred R. Urbano (GFB) 50 1986 1998
C. Mark Campbell (BCB) 46 1995 1999
Joseph A. Lobosco (GFB) 62 1990 1999
John L. Soldoveri (GFB) 73 1985 1999
Charles J. Volpe (BCB) 59 1995 1999
Executive Officers
Age as of Year First Elected
Name Office Record Date to Current Office
John L. Soldoveri Chairman and 73 1985
Chief Executive
Officer
Anthony M. Bruno, Jr. Vice Chairman 42 1995
George E. Irwin President and 53 1995
Chief Operating
Officer
C. Mark Campbell Executive Vice 46 1995
President
Naqi A. Naqvi Treasurer 40 1987
Presented below is certain additional information concerning the directors
and executive officers of the Corporation.
Marino A. Bramante, an orthodontist, has been the President of M.A.
Bramante, D.D.S., P.A. since 1960. He has served as a founding director of
both the Corporation and Great Falls Bank since 1985.
Anthony M. Bruno, Jr. was appointed as a director and Vice Chairman of
the Board of Directors of the Corporation at the end of 1995 in connection
with the Corporation's acquisition of Bergen Commercial Bank. Mr. Bruno
has been Chairman of the Board of Bergen Commercial Bank since 1987. Prior
thereto Mr. Bruno was a founding director of the Corporation and Great
Falls Bank in 1985, positions from which he resigned in 1987 when Bergen
<PAGE>
Commercial Bank was formed. Mr. Bruno is a senior partner of Bruno,
DiBello & Co., L.L.C., Certified Public Accountants. Mr. Bruno is a
minority partner in Anjo Realty, which invests in real estate. Mr. Bruno
is a nephew of Mr. Soldoveri and is Mr. Campbell's brother-in-law.
C. Mark Campbell was appointed as a director and Executive Vice
President of the Corporation at the end of 1995 in connection with the
Corporation's acquisition of Bergen Commercial Bank. He has acted as
President and Chief Executive Officer and a director of Bergen Commercial
Bank since 1987. Mr. Campbell is Mr. Bruno's brother-in-law.
Robert J. Conklin has been the President of The Conklin Corporation,
which is engaged in construction and engineering, since 1960. He is also
President of an electronics firm, Crystal Accel. He has been a founding
director of both the Corporation and Great Falls Bank since 1985.
William T. Ferguson has been the Vice President of Ted Car Inc., an auto
wholesaler, since 1977. He has served as a founding director of both the
Corporation and Great Falls Bank since 1985.
George E. Irwin was appointed as the President and Chief Operating
Officer of the Corporation at the end of 1995. Prior thereto Mr. Irwin had
served since 1987 as the Corporation's Vice President. He has also been
the President and Chief Executive Officer of Great Falls Bank since 1987.
During 1986 Mr. Irwin was Great Falls Bank's Executive Vice President,
Treasurer, and Senior Loan Officer. He has been a director of both the
Corporation and Great Falls Bank since 1987.
Joseph A. Lobosco retired at the end of 1994 as the Senior Partner of
Joseph Lobosco & Sons, an insurance agency, of which he had been a partner
since 1961. He has served as a director of both the Corporation and Great
Falls Bank since 1990.
John L. Soldoveri is the Chairman of the Board of Directors and Chief
Executive Officer of the Corporation. He was appointed to the latter
position at the end of 1995, having acted as the Corporation's President
from 1985 until the end of 1995. Mr. Soldoveri has been a founding
director of both the Corporation and Great Falls Bank since 1985. Mr.
Soldoveri was President of Soldoveri Agency and Rhodes Agency Inc., real
estate brokerage and insurance agency firms, for many years until 1991. He
has served as Vice President of both companies since 1991. Mr. Soldoveri
has been the controlling partner in Anjo Realty since 1980 and is an active
investor in real estate, directly and through various entities. Mr.
Soldoveri is Mr. Bruno's uncle.
Alfred R. Urbano has been the President of Rubicon Realty Corp., a real
estate investment firm, since 1980. He is active in the real estate
business as an investor and a manager, directly and through various
entities. Mr. Urbano has served as a director of both the Corporation and
Great Falls Bank since 1986.
Charles J. Volpe was appointed as a director of the Corporation at the
end of 1995 in connection with the Corporation's acquisition of Bergen
Commercial Bank. Mr. Volpe is the chief executive officer and principal of
J.P. Patti Company (roofing). He has been a director of Bergen Commercial
Bank since 1987.
Naqi A. Naqvi has been the Corporation's Treasurer since 1988, and Vice
President and Treasurer of Great Falls Bank since 1987.
Meetings and Committees of the Board of Directors
The Corporation's Board of Directors conducts its business through
meetings of the Board of Directors and its committees. The Board meets
monthly on a regular basis and may also have special meetings. During the
year ended December 31, 1996, the Corporation's full Board held 12
meetings. No director attended fewer than 75% in the aggregate of the
total number of Board meetings held during 1996 and the total number of
meetings held by committees on which he served during such year.
The standing committees of the Board are the Executive Committee, the
Management Coordinating Committee, the Audit Committee, the Insurance
Committee and the Stock Option Committee. The Executive Committee was
established in April, 1996. The Bylaws provide that the Executive
Committee is comprised of the Chairman, the Vice Chairman, the President
and three additional members proposed by the Chairman and appointed by the
Board. The Executive Committee currently has six members, Messrs.
Soldoveri, Bruno, Irwin, Bramante, Conklin and Urbano. The Executive
Committee may exercise the powers of the full Board in the management of
<PAGE>
the business and the affairs of the Corporation, except for major actions,
such as Bylaw amendments, unless otherwise provided by a resolution of a
majority of the whole Board. The Executive Committee met 12 times during
1996.
The Management Coordinating Committee was also established in April,
1996. The Bylaws provide that the Management Coordinating Committee is
comprised of the Vice Chairman, the President and such additional members
as are recommended by the Chairman and approved by the Board. The
Management Coordinating Committee currently has three members, Messrs.
Bruno, Campbell and Irwin. The primary duties of the Management
Coordinating Committee are to coordinate the management and operations of
the Corporation's subsidiaries and to recommend, to the full Board and the
Executive Committee, policies relating to the operation of the
subsidiaries, with a view to providing uniformity where appropriate. Under
the Bylaws, the Management Coordinating Committee is to meet at least
monthly. The Management Coordinating Committee met 37 times during 1996.
The Audit Committee consists of Messrs. Bramante (Chairman), Bruno,
Soldoveri, Volpe and Urbano. Such Committee met 5 times during 1996. The
Audit Committee performs the following customary functions: (i)
recommending to the Board of Directors the appointment of the Corporation's
independent auditors; (ii) reviewing and approving in advance for each year
the audit and non-audit services and fees of such auditors; (iii) meeting
separately and privately with the independent auditors and the
Corporation's internal auditors, if any, to insure that the scope of their
activities has not been restricted, and to consider other matters generally
pertaining to their examinations; (iv) reviewing the adequacy of internal
financial and accounting controls and the results of the auditors'
examinations thereof; (v) reviewing matters relating to corporate financial
reporting and accounting policies and procedures; and (vi) reporting its
findings on any of the above to the Board of Directors, as appropriate.
The directors on the Insurance Committee are Messrs. Bruno, Lobosco and
Soldoveri. This committee reviews the Corporation's insurance needs and
approves policies issued to the Corporation. This committee met once in
1996.
The Board also has a standing Stock Option Committee. During 1996 this
committee was comprised of Messrs. Bramante, Conklin, Ferguson and Volpe.
The Stock Option Committee grants options under, and otherwise administers,
the 1996 Employee Stock Option Plan. The Stock Option Committee also makes
recommendations to the Board concerning matters relating to other stock
options which may be granted by the Corporation. Such Committee met twice
during 1996.
Except for the above 5 standing committees, there were no nominating,
compensation, or other committees of the Corporation's Board of Directors
in existence during 1996. The full Board thus in effect acted as such
committees.
In addition, 7 of the Corporation's directors served as directors of
Great Falls Bank, and in that capacity various Board members also served on
committees of Great Falls Bank's Board of Directors and through these
committees coordinated the functions of the Corporation and Great Falls
Bank. During 1996, committees of Great Falls Bank's Board included the
Audit Committee, the Executive Committee, the Loan Committee, the Personnel
Committee, the Business Development and Marketing Committee, the Investment
Committee, and the Security and Insurance Committee.
Similarly, 3 of the Corporation's directors served as directors of
Bergen Commercial Bank, and in that capacity they served on committees of
Bergen Commercial Bank's Board of Directors. During 1996, committees of
Bergen Commercial Bank's Board included the Audit/Examining Committee, the
Executive Committee, the Investment/Financial Committee, the Loan
Committee, the Personnel/Compensation Committee, and the Marketing
Committee.
Executive Compensation and Other Benefits
Summary Compensation Table
The following table summarizes compensation earned or awarded during the
years ended December 31, 1996, 1995 and 1994 to the Corporation's Chief
Executive Officer and its other executive officers whose total salary and
bonus in 1996 exceeded $100,000. Mr. Campbell's compensation for 1995 and
1994 was paid by Bergen Commercial Bank prior to the Corporation's
acquisition of that bank subsidiary, and is included in the following table
because that acquisition at the end of 1995 was accounted for on a pooling
of interests basis.
<PAGE>
<TABLE>
Annual Compensation Long Term
.......................................................................... Compensation
Name and Principal Position Year Salary Bonus Other Annual Stock Options
in 1996 ($) ($) Compensation Awarded (#)/(1)
...........................................................................................
<S> <C> <C> <C> <C> <C>
JOHN L. SOLDOVERI 1996 0 0 32,035(2) 3,300
President and Chief 1995 0 0 19,100(2) 3,600
Executive Officer of the 1994 0 0 20,238(2) 0
Corporation
GEORGE E. IRWIN 1996 149,997 0 36,509(3) 44,000
President of Great Falls 1995 135,035 0 39,557(3) 0
Bank 1995 124,530 10,000 42,036(3) 12,870
C. MARK CAMPBELL 1996 140,000 0 45,431(4) 44,000
President of Bergen 1995 139,812 12,000(4) 10,518(4) 0
Commercial Bank 1994 124,635 12,500(4) 0 0
</TABLE>
(1) The numbers of shares underlying stock options awarded in 1996, 1995 and
1994 have been adjusted to reflect increases in such shares resulting from the
Corporation's payment of stock dividends after the awards.
(2) These amounts paid to Mr. Soldoveri primarily represent fees paid for
attendance at meetings of the Board of Directors of Great Falls Bank and
committees of that Board. They also include stipends aggregating $12,000,
$9,000 and $8,500 during 1996, 1995 and 1994, respectively, and compensation
of $7,810, $6,808, and $2,563, respectively, realized upon Mr. Soldoveri's
exercise of stock options during those years.
(3) These amounts include employer contributions on behalf of Mr. Irwin to the
Corporation's 401K Plan ($23,351 for 1996, $20,370 for 1995 and $16,324 for
1994).
The 1994 amount also includes compensation of $16,712 realized by Mr. Irwin
upon his exercise of stock options during that year. Finally, these amounts
also include auto allowances aggregating $10,350 for 1996 and $9,000 for 1995
and 1994, and life insurance benefits valued at $2,358 for 1996 and $1,187 for
1995.
(4) Other Annual Compensation for 1996 and 1995 is comprised of $7,112 and
$6,673 realized upon Mr. Campbell's exercise of options to purchase Common
Stock, $9,000 for 1996 for auto allowance, and $2,062 for 1995 in auto
expense reimbursement, and $9,163 for 1996 and $1,783 for 1995 for life
insurance benefits. The 1996 amount also includes employer contributions of
$20,156 to the Corporation's 401K Plan on Mr. Campbell's behalf.
Option Grants During 1996
During 1996 the Board adopted, and the stockholders approved, two new stock
option plans, the 1996 Employee Stock Option Plan ("1996 Employee Plan") and
the 1996 Employee Stock Option Plan for Nonemployee Directors ("1996 Nonemployee
Director Plan"). Options were granted during 1996 under both of these new
plans. All options were granted at market value at the time of grant. The
following table contains information concerning the grant of stock options
during 1996 to the named executive officers of the Corporation.
<TABLE>
Individual Grants
---------------------------------------------------------------------------------------------------------
Name Number of Securities % of Total Options Granted Exercise or Base Expiration
Underlying Options Granted to Employees Price ($/share)(1) Date
Granted (#) (1) in Fiscal Year
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John L. Soldoveri 3,300 n/a(2) $15.34 12/31/06
C. Mark Campbell 44,000 39.2% $15.34 12/31/06
George E. Irwin 44,000 39.2% $15.34 12/31/06
</TABLE>
(1) Numbers of shares and exercise price have been adjusted for 10% stock
dividend paid in 1996 after the date of grant. All options become vested
at the rate of 20% on the date of grant, 02/20/96, and January 1 of each
year thereafter commencing 01/01/97. Options thereafter become exercisable
at the rate of 20%/year commencing January 1 after each vesting date.
All options generally lapse on 12/31/06, subject to an earlier lapse in
the event of a termination of affiliation with the Corporation or its
subsidiaries.
(2) Mr. Soldoveri is not an employee of the Corporation. His options were
granted under the 1996 Nonemployee Director Plan. The options granted to
Mr. Soldoveri under that Plan were 3.16% of the total options granted to
nonemployee directors under that Plan during 1996. If Mr. Soldoveri were
an employee and his options had been awarded under the 1996 Employee Plan,
his options would have been 2.94% of options awarded under that Plan during
1996.
<PAGE>
Aggregated Option Exercises and Year-end Option Value
The following table sets forth aggregated information with respect to the named
executive officers concerning their exercise of options during 1996 and
unexercised options held on December 31, 1996.
<TABLE>
--------------------------------------------------------------------------------------------
Number of Shares Dollar Value of
Underlying Unexercised Unexercised In-the-Money
Options at Options at Fiscal Year
Fiscal Year End End (1)
--------------------------------------------------------------------------------------------
Name # of Shares Value Exercisable (E)/ Exercisable (E)/
Acquired Realized Unexercisable Unexercisable
on Exercise ($) (U) (U)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John L. Soldoveri 732 $7,810 2,420 (E) $16,444(E)
4,510 (U) $14,112(U)
George E. Irwin 0 n/a 3,376 (E) $30,626(E)
60,637 (U)(2) $204,398(U)
C. Mark Campbell 913 $7,112 912 (E) $5,878(E)
44,000 (U) $78,540(U)
</TABLE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1996. The year-end values of such options have been calculated
as the difference between (a) $17.125, the value of shares subject to such
options using the mean between the bid and asked prices per share of the
Common Stock at the close of business on December 31, 1996, the last business
day of 1996, as quoted by Ryan, Beck & Co., a principal market maker in the
Common Stock, and (b) the aggregate price payable to the Corporation upon
exercise of such options.
(2) The exercisability of 14,156 of Mr. Irwin's 60,637 options which were
unexercisable at December 31, 1996 is subject to the further condition that
the Corporation achieve certain annual performance standards.
Certain Agreements
In December, 1987, the Corporation entered into an agreement to continue
Mr. Irwin's employment as Vice President of the Corporation and President
and Chief Executive Officer of Great Falls Bank. The agreement was for
an initial period of one year commencing January 1, 1988, subject to
provisions for earlier termination and for annual extensions. Effective
at the beginning of 1996 Mr. Irwin was elected President and Chief
Operating Officer of the Corporation. His agreement has been extended
for 1997 at an annual salary of $150,000, plus an auto allowance of $900
per month and certain other benefits.
Directors' Compensation
The Corporation compensates its nonemployee directors through a combination
ofcash fees based upon directors meetings attended and the grant of stock
options. The Corporation's nonemployee directors are also compensated for
attending meetings of the respective Boards of the subsidiary banks of
which they are directors. None of the Corporation's directors were paid
annual retainer fees during 1996.
During 1996 the Corporation's nonemployee directors were compensated for
services rendered in that capacity at the rate of $350 per meeting
attended and $150 for each meeting of the Executive Committee. The
Corporation paid a total of $40,025 to its nonemployee directors for 1996
in that capacity.
During 1996 Great Falls Bank's nonemployee directors were compensated $350
for each meeting of the Board of Great Falls Bank attended, $100 for
each Loan Committee meeting attended, and $75 for each meeting attended
of each other committee of Great Falls Bank's Board. Great Falls Bank
paid a total of $54,600 in directors fees during 1996 to all nonemployee
directors of Great Falls Bank for acting in those capacities, of which
$35,450 was paid to those Bank directors who are also nonemployee
directors of the Corporation.
During 1996 Bergen Commercial Bank's nonemployee directors were compensated
$350 for each Board meeting attended. Bergen Commercial Bank's nonemployee
directors were also compensated $100 for each Loan Committee Meeting and
$75 for each committee meeting which they attended. Bergen Commercial Bank
paid a total of $34,825
<PAGE>
in directors fees during 1996 to all nonemployee
directors of Bergen Commercial Bank for acting in those capacities,
of which $18,300 was paid to those Bank directors who are also nonemployee
directors of the Corporation.
In February, 1996, pursuant to the 1996 Nonemployee Director Plan, the
Board of Directors granted options to purchase shares to the 16
nonemployee directors of Great Falls Bank and Bergen Commercial Bank at
the time of grant. During 1996, certain directors also exercised certain
stock options granted to them prior to 1996. Stock option information
regarding Messrs. Soldoveri, Irwin and Campbell is presented in the
tables above regarding executive compensation. The following table
summarizes cash compensation earned during 1996 by the Corporation's
directors other than Messrs. Soldoveri, Irwin and Campbell.
Meeting fees primarily include fees paid for attending meetings of the
Corporation, its bank subsidiaries and committees thereof. The table
also provides information about the dollar value which certain directors
realized upon the exercise during 1996 of stock options granted to them
before 1996, calculated as the difference between the value of shares
subject to the exercised options (using the mean between the bid and
asked prices per share of the Common Stock at the close of business
on the date of exercise, as quoted by Ryan, Beck & Co., a principal
market maker in the Common Stock), and the aggregate price paid to the
Corporation upon exercise. In addition, the table presents information
regarding the number of shares underlying unexercised options as well as
the dollar value of unexercised options at the end of 1996.
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
- ------------------------------------------------------------------------------------------------------------
Options Number of Shares Dollar Value of
Granted Underlying Unexercised in-the-
Common Stock Unexercised Options Money Options at
Cash Compensation during 1996 at Fiscal Year End Fiscal Year End (1)
- -------------------------------------------------------------------------------------------------------------
Meeting Value Realized
Fees & on Exercise of Number of Exercisable (E) Exercisable (E)
Name Other ($ Stock Options($) Shares(2) Unexercisable (U) Unexercisable (U)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Marino A. Bramante $8,650 $7,673 3,300 2,420(E) $6,444(E)
4,510(U) $14,112(U)
Anthony M. Bruno,Jr. $42,301(3) n/a 55,000 55,000(U) $98,175(U)
Robert J. Conklin $9,775 $7,444 3,300 2,420(E) $16,444(E)
4,510(U) $14,112(U)
William T. Ferguson $7,700 $7,627 3,300 2,420(E) $16,444(E)
4,510(U) $14,112(U)
Joseph A. Lobosco $12,300 $8,070 3,300 4,510(U) $14,112(U)
Alfred R. Urbano $10,200 n/a 3,300 2,420(E) $16,444(E)
4,510(U) $14,112(U)
Charles J. Volpe $13,575 n/a 3,300 3,300(U) $5,891(U)
</TABLE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1996. The year-end values of such options have been calculated
as the difference between (a) $17.125, the value of shares subject to such
options using the mean between the bid and asked prices per share of the
Common Stock at the close of business on December 31, 1996, the last business
day of 1996, as quoted by Ryan, Beck & Co., a principal market maker in the
Common Stock, and (b) the aggregate price payable to the Corporation upon
exercise of such options.
(2) The option price was $15.34/share, the mean between the bid and asked
prices for the Common Stock on the date of grant. The numbers of shares on
the table and such option exercise price are adjusted for the 1996 stock
dividend.
(3) The amounts paid to Mr. Bruno include stipends aggregating $15,000 and
$12,151 realized on the value of an automobile.
<PAGE>
Certain Relationships and Related Transactions
The building in which the Corporation's offices and Great Falls Bank's
main branch are situated is owned by Anjo Realty, a partnership in which
Mr. Soldoveri, Chairman of the Board and Chief Executive Officer of the
Corporation, has a 51% interest, and Mr. Bruno, Vice Chairman of the
Corporation, has a 14% interest. The leased premises during 1996
consisted of 13,973 square feet at an annual rental of $192,630.
The Corporation provides a liability insurance policy for all of its
officers and directors and the officers and directors of the two bank
subsidiaries. Coverage is provided by a policy issued by a major
insurance company in the aggregate amount of $3,000,000, with a standard
deductible amount per claim. The policy also insures the Corporation
against amounts paid by it to indemnify directors and officers. The
premium for the policy covering the Corporation and its bank subsidiaries
for 1996 was $24,656.
Directors and officers of the Corporation and their associates were
customers of and had transactions with both Great Falls Bank and Bergen
Commercial Bank during 1996, and it is expected that they will continue
to have such transactions in the future. All deposit accounts, loans and
commitments comprising such transactions were made in the ordinary course
of business of the respective subsidiary banks on substantially the same
terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and in the opinion
of management did not involve more than normal risks of collectibility or
present other unfavorable features. At December 31, 1996, the total
amount of loans outstanding from Great Falls Bank and Bergen Commercial
Bank in the aggregate to the executive officers and directors of the
Corporation was $4,688,010 which represented 22% of the Corporation's
consolidated stockholders' equity on that date. At that date, Great Falls
Bank and Bergen Commercial Bank in the aggregate also had commitments to
extend credit under revolving lines of credit, totaling $648,148 at various
rates, to the Corporation's directors, executive officers and their
affiliates.
Security Ownership of Management
The following table sets forth information concerning beneficial ownership
of Common Stock on December 31, 1996 by each director and executive officer
of the Corporation and by all directors and executive officers of the
Corporation as a group. All directors and executive officers have an
address c/o Greater Community Bancorp, 55 Union Boulevard, Totowa, New
Jersey 07512. All shares of a named person are deemed to be subject to
that person's sole voting power and sole investment power unless otherwise
indicated.
- ------------------------------------------------------------------------------
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership(*) Percent of Class(**)
-----------------------------------------------------------------------------
Marino A. Bramante 71,081 (a) 3.70%
Anthony M. Bruno, Jr. 28,675 (b) 1.51%
C. Mark Campbell 33,428 (c) 1.76%
Robert J. Conklin 64,586 (d) 3.36%
William T. Ferguson 22,685 (e) 1.20%
George E. Irwin 48,050 (f) 2.53%
Joseph A. Lobosco 27,891 (g) 1.47%
John L. Soldoveri 204,836 (h) 10.40%
Alfred R. Urbano 117,526 (i) 6.16%
Charles J. Volpe 26,686 (j) 1.41%
Naqi A. Naqvi 4,132 (k) 0.22%
All directors and 649,576 (a)-(i) 31.96%
executive officers
as a group (11 in
number)
<PAGE>
(*) Unless otherwise noted, all shares are owned of record and beneficially
by the named person. Beneficially owned shares include shares over which
the named person exercises either sole or shared voting power or sole
or shared investment power. It also includes shares (i) owned by a spouse,
minor children or by relatives sharing the same home, (ii) owned by entities
owned or controlled by the named person, and (iii) with respect to which the
named person has the right to acquire such shares within 60 days by the
exercise of any right or option. Such options include the right to purchase
shares pursuant to Cancellable Mandatory Stock Purchase Contracts due
November 1, 1997 ("Equity Contracts"). In accordance with the Securities
and Exchange Commission's rules relating to the computation of beneficial
ownership, the percentage of common stock beneficially owned by a person or
group assumes the exercise of options held by such person or group but the
nonexercise of options held by all other persons.
(**) Based upon 1,891,733 shares issued and outstanding on December 31, 1996.
(a) Includes 11,529 shares held by Dr. Bramante's wife, 26,768 shares held
by Dr. Bramante's employer's retirement trust (the "Bramante Trust"), and
1,368 shares held by a corporation. Also includes 28,556 shares which
Dr. Bramante has the beneficial right to acquire pursuant to Equity Contracts
owned by the Bramante Trust and his wife (24,794 shares) and stock options
held by Dr. Bramante (3,762 shares).
(b)Includes 10,415 shares held in Mr. Bruno's self-directed IRA, 3,933 shares
held by his wife, and 2,200 shares held subject to stock options.
(c) Includes 7,558 shares held in a 401K Plan, 2,002 shares held in a
self-directed IRA, 1,954 shares held jointly with a family member, 2,672
shares held subject to stock options, and 1,401 shares held by a trust of
which Mr. Campbell is a trustee. Mr. Campbell disclaims beneficial
ownership of the 1,401 shares held by such trust.
(d)Includes 22,231 shares held by a corporation owned by Mr. Conklin and
his wife and 506 shares owned by his wife. Also includes 28,351 shares
which Mr. Conklin has the beneficial right to acquire pursuant to stock
options (3,762 shares) and Equity Contracts (24,589 shares, of which 4,098
shares are held by his wife alone).
(e)Includes 3,762 shares subject to stock options, 2,050 shares owned by Mr.
Ferguson's children, and 2,042 shares owned by a corporation of which Mr.
Ferguson is a shareholder. Mr. Ferguson disclaims beneficial ownership of
the shares held by such corporation except his pro rata interest therein,
consisting of 1,021 shares.
(f)Includes 1,427 shares owned by a corporation controlled by Mr. Irwin,
1,207 shares held in a 401K Plan, and the right to acquire 8,955 shares
pursuant to stock options.
(g)Includes 2,668 shares owned by Mr. Lobosco's wife. Also includes Mr.
Lobosco's right to acquire beneficial ownership of a total of 10,253 shares,
pursuant to Equity Contracts (8,911 shares) and stock options (1,342 shares).
(h)Includes 31,714 shares owned by Mr. Soldoveri's wife. Also includes 35,311
shares which Mr. Soldoveri has the right to acquire pursuant to Equity
Contracts (32,753 shares for Mr. Soldoveri and 2,558 shares for his wife)
and stock options (3,762 shares).
(i)Includes Mr. Urbano's right to acquire beneficial ownership of a total of
14,725 shares, pursuant to Equity Contracts (10,963 shares) and stock
options (3,762 shares).
(j)Includes Mr. Volpe's right to acquire 132 shares pursuant to stock
options.
(k)Includes Mr. Naqvi's right to acquire 2,167 shares pursuant to stock
options.
(l)The total for all directors and executive officers includes the right to
acquire 140,846 shares pursuant to Equity Contracts and stock options.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of copies of Forms 3 and 4 and amendments thereto
filed with the Corporation during 1996 and Forms 5 and amendments thereto
furnished to the Corporation with respect to 1996, ten directors and
executive officers subject to the reporting requirements of Section 16 of
the 1934 Act during 1996 (relating to changes in beneficial ownership of
the Corporation's Common Stock) failed to file on a timely basis one or
more reports which they were required to file with respect to transactions
in Common Stock during 1996. The following table sets forth for each such
person the number of late reports and the number of transactions that were
not reported on a timely basis. The Corporation is not aware of any
failure to file a required Form.
Name of Reporting Person No. of Late Reports No. of Transactions
-------------------------------------------------------------------------
Marino A. Bramante 2 2
Anthony M. Bruno, Jr. 1 1
C. Mark Campbell 1 1
Robert J. Conklin 1 1
William T. Ferguson 4 4
George E. Irwin 1 1
Naqi A. Naqvi 2 2
Joseph A. Lobosco 1 2
John L. Soldoveri 2 3
Charles J. Volpe 1 1
Stockholder Proposals
Any proposal of a stockholder which is intended to be presented at the
1998 Annual Meeting of Stockholders must be received by the Corporation for
inclusion in next year's Proxy Statement on or before December 17, 1997.
Relationship with Independent Public Accountants
On April 18, 1996, the Corporation engaged Grant Thornton LLP as the
principal accountant for the Corporation and its subsidiaries for 1996
through 1998. It is expected that a representative of Grant Thornton LLP
will be present at the Annual Meeting, that the representative will have
the opportunity to make a statement if he desires to do so, and that he
will be available to respond to appropriate questions.
The Corporation's principal accountant for 1995 and prior years was
Arthur Andersen LLP. Based upon a recommendation from the Audit Committee
of the Board of Directors, the Board decided to change the principal
accountant for 1996. There were no resolved or unresolved disagreements
with the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the former accountant's satisfaction, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report for 1995.
<PAGE>
Costs of Solicitation; Financial Statements
The Corporation will bear the costs of soliciting proxies for the Annual
Meeting. The Corporation will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of Common Stock.
In addition to solicitations by mail, directors, officers and regular
employees of the Corporation may solicit proxies personally or by
telegraph, telephone or fax (without compensation other than their regular
compensation).
The Corporation's Annual Report to Stockholders for the year ended
December 31, 1996, including financial statements, has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of such Annual Report may obtain a
copy by writing to the Secretary of the Corporation. Such Annual Report is
not to be treated as a part of the proxy soliciting material or as having
been incorporated herein by reference.
GREATER COMMUNITY BANCORP
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 14, 1997
Annual Report on Form 10-KSB
ON WRITTEN REQUEST OF ANY STOCKHOLDER OF RECORD OR A BENEFICIAL
OWNER OF THE CORPORATION'S COMMON STOCK AT THE CLOSE OF BUSINESS ON
MARCH 1, 1997, THE CORPORATION WILL FURNISH WITHOUT CHARGE A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31,
1996 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO NAQI A. NAQVI, TREASURER,
GREATER COMMUNITY BANCORP, 55 UNION BLVD., TOTOWA, NJ 07512.
<PAGE>
X Please mark your votes as in this example 9406
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy
will be voted FOR Proposal 1, and the Proxies will be authorized to vote
this Proxy in their discretion upon such other business as may properly
come before the meeting.
1. ELECTION OF DIRECTORS (see reverse):
FOR WITHHELD
For, except vote withheld from following nominee(s):
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SIGNATURE(s)
Date , 1997
Note: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
The signer hereby revokes all proxies
heretofore given by the signer to vote at said
meeting or any adjournments thereof. The
signer hereby confers discretion to the proxies
to vote upon such other matters as may properly
come before the meeting.
<PAGE>
GREATER COMMUNITY BANCORP
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
for the Annual Meeting of Stockholders on April 15, 1997
The undersigned hereby appoints Toby W. Giardiello, Naqi A. Naqvi and Robin
A. Peterson, and each of them, as the undersigned's true and lawful agents
and proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Stockholders of GREATER COMMUNITY
BANCORP to be held at the Corporation's headquarters located at 55 Union
Boulevard, Totowa, New Jersey, on Tuesday, April 15, 1997 at 4:00 p.m., and
at any adjournment thereof, on all matters coming before such meeting.
Nominees for the Election of Directors:
M. A. Bramante, Robert J. Conklin and William T. Ferguson (three-year
terms)
You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations. The above
proxies cannot vote your shares unless you sign and return this card.
