FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): JANUARY 27, 1999
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GREATER COMMUNITY BANCORP
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(Exact name of registrant as specified in its charter)
NEW JERSEY 0-14294 22-2545165
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-942-1111
..............
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 27, 1999, Greater Community Bancorp (the
"Corporation") announced that on January 21, 1999 the New Jersey Department of
Banking and Insurance (the "Department") approved the application of Rock
Community Bank ("Rock") for a new charter as a state commercial bank. Rock will
be located at 175 Rock Road, Glen Rock, Bergen County, New Jersey. Rock will be
a wholly-owned subsidiary of the Corporation, which is headquartered at 55 Union
Boulevard, Totowa, New Jersey. The Corporation owns Great Falls Bank, also
headquartered in Totowa, and Bergen Commercial Bank, whose main office is in
Paramus.
Rock will be initially capitalized at $5 million, all of which will be
contributed by the Corporation. Rock's designated trade area includes, in
addition to Glen Rock as the center, portions of Fair Lawn, Hawthorne, Midland
Park and Ridgewood. A board of directors including three certified public
accountants, an attorney and several entrepreneurs and other professionals will
oversee the operations of Rock. These directors include chairman David Waldman
(a partner in the law firm of Waldman, Renda & McKinney), and directors Egon
Fromm, Lawrence B. Goodman, Franklin S. Gurtman, John R. Hartgers, Lawrence
Kurzer, David P. Kwiat, Armand Leone, Jr., Peter R. Leone and Sinibaldo Leone,
Jr. Rock's Board of Directors will also include George E. Irwin, who is
President of both the Corporation and Great Falls Bank. Rock's President and
CEO-designate Roy Kay, Jr. has over 40 years experience in the banking industry
with four banks.
Rock is projected to become profitable at the end of its second year of
operation after startup losses in the first year projected at $325,000.
Rock's new charter application was filed in July, 1998, and a hearing
was held before the Department in November, 1998. FDIC approval was also
recently obtained. The Corporation is now making application for Federal Reserve
Board approval to become Rock's owner.
The Corporation has entered into an agreement with Rock's incorporators
to offer the Corporation's Common Stock to those incorporators and other local
persons introduced by them. The incorporators have agreed to purchase or cause
to be purchased in such offering a minimum of $3 million and a maximum of $5
million, with each incorporator and each proposed director agreeing to invest a
minimum of $100,000 in the Corporation's Common Stock.
The Corporation intends to conduct a private placement of $5 million in
its Common Stock to the Rock investor group. The purchase price for such shares
will be equal to ninety percent (90%) of the mean between the bid and asked
price for the Corporation's Common Stock, averaged over the period commencing on
2
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November 12, 1997 and ending on the date of the receipt of all required
regulatory approvals. The subscribers can invalidate their subscriptions if the
purchase price determined by the formula exceeds $10.35 per share, and the
Corporation may reject the subscriptions if the formula price is less than $7.65
per share. Assuming all regulatory approvals for Rock had been obtained on
January 25, 1999, the averaged mean price would have been $10.64 and the
purchase price would have been ninety percent (90%) of that amount, namely,
$9.58.
The foregoing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are not
historical facts and include expressions about management's confidence and
strategies and management's expectations about new and existing programs and
products, relationships, opportunities, technology and market conditions. These
statements may be identified by such forward looking terminology as "projected",
"expect", "look", "believe", "anticipate", "may", "will", or similar statements
or variations of such terms. Such forward-looking statements involve certain
risks and uncertainties. These include, but are not limited to, Rock's ability
to generate deposits and loans and attract qualified employees, the direction of
interest rates, levels of loan quality and origination volume, continued
relationships with major customers including sources for loans, successful
completion of the implementation of Year 2000 technology changes, as well as the
effects of economic conditions and legal and regulatory barriers and structure.
Actual results may differ materially from such forward-looking statements. The
Corporation assumes no obligation for updating any such forward-looking
statement at any time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREATER COMMUNITY BANCORP
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(Registrant)
JANUARY 27, 1999 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT AND C.O.O.
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