SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 14)*
Under the Securities Exchange Act of 1934
GREATER COMMUNITY BANCORP (formerly 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)
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).
<PAGE>
CUSIP No. 390 380 10-3 Page 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
126,041
8) Shared Voting Power
N/A
9) Sole Dispositive Power
126,041
10) Shared Dispositive Power
N/A
11) Aggregate Amount Beneficially Owned by Each Reporting Person
126,041
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)
4.81%
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 (formerly 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 3, 1997, Mr. Urbano exercised $107,000 face amount
of mandatory stock purchase contracts ("Equity Contracts") stock options to
purchase 12,048 shares at the adjusted price of $8.88/share, a total of
$106,986. Mr. Urbano had purchased the Equity Contracts on December 30, 1993 for
$1,070. His total cost for the 12,048 shares of common stock was therefore
$108,056. As consideration for such purchase, Mr. Urban surrendered $107,000
principal amount Cancellable Subordinated 8.50% Debentures due November 1, 1998
(the "8.5% Debentures"), which Mr. Urbano had purchased on December 30, 1993 for
$105,930. See Item 3 of Amendment No. 9 to Mr. Urbano's Schedule 13D.
On November 18, 1997, Mr. Urbano exercised stock options to
purchase 3,993 shares at the price of $9.39/share, a total of $37,494, all of
which came from personal funds. The options had been granted during 1995
pursuant to the Great Falls Bancorp 1995 Stock Option Plan.
Page 3 of 5 Pages
<PAGE>
Item 4. Purpose of Transactions
Mr. Urbano's exercise of the Equity Contracts on
November 3, 1997 was mandatory. Mr. Urbano had purchased the
Equity Contracts and 8.5% Debentures for investment in December,
1993.
Mr. Urbano exercised the stock options to prevent a
lapse of the options if not exercised by the end of 1997. Mr.
Urbano intends to resell promptly the 3,993 shares acquired
pursuant to the exercise of the options.
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 126,041
shares of Common Stock of the Corporation. All of these shares are directly
owned by Mr. Urbano and Mr. Urbano has sole voting power and sole investment
power with respect to such shares.
(b) Such beneficially owned shares represent approximately
4.81% of the issued and outstanding Common Stock of the Corporation. This is
less than 5% of the Corporation's outstanding stock. Therefore Mr. Urbano is no
longer subject to Regulation 13d and this is a final Amendment to Schedule 13D.
(c) During the past 60 days the following transactions in the
Corporation's Common Stock were effected by Mr. Urbano:
Page 4 of 5 Pages
<PAGE>
Date # of shares Price/share Nature of Acquisition
11/01/97 12,048 $8.88 Exercise Equity Contracts
11/18/97 3,993 $9.39 Exercise Stock Options
Mr. Urbano also acquired 10,000 shares as a result of the
Corporation's 10% stock dividend paid on July 31, 1997.
(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.
November 26, 1997
Date
/s/ Alfred R. Urbano
Signature
Alfred R. Urbano
Name/Title
Page 5 of 5 Pages
