GREATER COMMUNITY BANCORP
10KSB/A, 1999-06-22
STATE COMMERCIAL BANKS
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

     [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended    December 31, 1998

     [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________

                 Commission file number      0-14294

                            Greater Community Bancorp
                 (Name of small business issuer in its charter)

              New Jersey                                    22-2545165
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                     Identification No.)


                  55 Union Boulevard, Totowa, New Jersey     07512
               (Address of principal executive offices)   (Zip Code)

                    Issuer's telephone number         (973) 942-1111

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class              Name of each exchange on which registered
            NONE                                 NASDAQ National Market System

Securities registered under Section 12 (g) of the Exchange Act:

                     Common Stock, par value $.50 per share
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

YES  _X_        NO __

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for the most recent fiscal year. $29,522,000.


<PAGE>


                         [LETTERHEAD GRANT THORTON LLP]




               Report Of Independent Certified Public Accountants




To to Board of Directors
and Shareholders of
Greater Community Bancorp

     We have audited the  accompanying  consolidated  balance  sheets of Greater
Community  Bancorp and  subsidiaries  as of  December  31, 1998 and 1997 and the
related   consolidated   statements   of   income,   shareholders'   equity  and
comprehensive  income,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  as to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in  accordance  wit  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
to amounts and  disclosures in to financial  statements.  An audit also includes
messing  the  accounting  principles  used  and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Greater Community Bancorp and subsidiaries as of December 31, 1998 and 1997, and
the consolidated  results of their operations and their  consolidated cash flows
for the years then  ended,  in  conformity  wit  generally  accepted  accounting
principles.


/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania
January 19, 1999



<PAGE>

SIGNATURES

In  accordance  with  Section 13 or 15 (d) of the Exchange  Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  Greater Community Bancorp

Date:  June 22, 1999              BY:   /s/John L. Soldoveri
                                        ----------------------------------------
                                        John L. Soldoveri
                                        Principal Executive Officer and
                                        Chairman of the Board

Date:  June 22, 1999              BY:   /s/Naqi A. Naqvi
                                        ----------------------------------------
                                        Naqi A. Naqvi
                                        Treasurer, Principal Financial Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Date:  June 22, 1999              BY:   /s/George E. Irwin
                                        ----------------------------------------
                                        George E. Irwin
                                        President, Chief Operating Officer
                                        and Director

Date:  June 22, 1999               BY:  /s/Anthony M. Bruno, Jr.
                                        ----------------------------------------
                                        Anthony M. Bruno, Jr.
                                        Vice Chairman of the Board and Director

Date:  June 22, 1999              BY:   /s/Charles J. Volpe
                                        ----------------------------------------
                                        Charles J. Volpe
                                        Director

Date:  June 22, 1999              BY:   /s/C. Mark Campbell
                                        ----------------------------------------
                                        C. Mark Campbell
                                        Executive Vice President and Director

Date:  June 22, 1999              BY:   /s/Joseph A. Lobosco
                                        ----------------------------------------
                                        Joseph A. Lobosco
                                        Director

Date:  June 22, 1999              BY:   /s/John L. Soldoveri
                                        ----------------------------------------
                                        John L. Soldoveri
                                        Principal Executive Officer and Chairman
                                        of the Board




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