-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WVQzNnAkKHaIZfXEHJhbPK0j5V//Svt4AuOSZNaHUFoualUKz1FZt5lKyRlyCSuU QrMPS7DFLiFdu3Anvi98wQ== 0000882377-03-000274.txt : 20030218 0000882377-03-000274.hdr.sgml : 20030217 20030218151727 ACCESSION NUMBER: 0000882377-03-000274 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030218 GROUP MEMBERS: ANTHONY M. BRUNO, JR. GROUP MEMBERS: C. MARK CAMPBELL GROUP MEMBERS: CHARLES J. VOLPE GROUP MEMBERS: GEORGE E. IRWIN GROUP MEMBERS: GREATER COMMUNITY BANCORP GROUP MEMBERS: JOHN L. SOLDOVERI GROUP MEMBERS: MARINO A. BRAMANTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 1ST CONSTITUTION BANCORP CENTRAL INDEX KEY: 0001141807 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223665653 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78737 FILM NUMBER: 03571027 BUSINESS ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 6096554500 MAIL ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREATER COMMUNITY BANCORP CENTRAL INDEX KEY: 0000773845 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 222545165 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 UNION BLVD STREET 2: BOX 269 CITY: TOTOWA STATE: NJ ZIP: 07511-0269 BUSINESS PHONE: 9739421111 MAIL ADDRESS: STREET 1: 55 UNION BLVD CITY: TOTOWA STATE: NJ ZIP: 07512 FORMER COMPANY: FORMER CONFORMED NAME: GREAT FALLS BANCORP DATE OF NAME CHANGE: 19920703 SC 13D 1 d124340.txt 1ST CONSTITUTION BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 1ST CONSTITUTION BANCORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 31986N-10-2 (CUSIP Number) GEORGE E. IRWIN, PRESIDENT AND CEO GREATER COMMUNITY BANCORP 55 UNION BOULEVARD, TOTOWA, NJ 07512 (973) 942-1111, EXT. 1018 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 14, 2003 (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(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 Pages) *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 the 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). CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 2 OF 13 PAGES 1 NAME OF REPORTING PERSON: GREATER COMMUNITY BANCORP S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): 22-2545165 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 112,595 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 112,595 ___________________________ 10 SHARED DISPOSITIVE POWER 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,595 ________________________________________________________________________________ 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) 7.6% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) CO CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 3 OF 13 PAGES 1 NAME OF REPORTING PERSON: MARINO A. BRAMANTE S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 4,095 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 4,095 ___________________________ 10 SHARED DISPOSITIVE POWER* 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,095 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - --------------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 4 OF 13 PAGES 1 NAME OF REPORTING PERSON: ANTHONY M. BRUNO, JR. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 3,858 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 12,443 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 3,858 ___________________________ 10 SHARED DISPOSITIVE POWER* 15,199 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,057 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - --------------------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 5 OF 13 PAGES 1 NAME OF REPORTING PERSON: C. MARK CAMPBELL S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES _______________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 110 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 110 ___________________________ 10 SHARED DISPOSITIVE POWER* 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 0.1% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - ------------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 6 OF 13 PAGES 1 NAME OF REPORTING PERSON: GEORGE E. IRWIN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 463 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 463 ___________________________ 10 SHARED DISPOSITIVE POWER* 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 463 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 0.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - ------------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 7 OF 13 PAGES 1 NAME OF REPORTING PERSON: JOHN L. SOLDOVERI S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 2,289 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,289 ___________________________ 10 SHARED DISPOSITIVE POWER* 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,289 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - ---------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 8 OF 13 PAGES 1 NAME OF REPORTING PERSON: CHARLES J. VOLPE S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (see instructions) (b) [x] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS (see instructions) PF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 222 BENEFICIALLY ___________________________ OWNED BY 8 SHARED VOTING POWER* EACH 0 REPORTING ___________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 222 ___________________________ 10 SHARED DISPOSITIVE POWER* 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 0.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (see instructions) IN - ----------------- * The reporting person may be deemed to have shared voting and dispositive power with respect to the 112,595 Shares owned by Greater Community, solely by virtue of such person's status as a director of Greater Community. The reporting person has no power or right to receive or to direct the proceeds of disposition of the shares owned by Greater Community and otherwise disclaims beneficial ownership of all such shares. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 9 OF 13 PAGES STATEMENT FOR SCHEDULE 13D This Amendment No. 1 to Schedule 13D relates to common stock of 1st Constitution Bancorp ("1st Constitution"). This Amendment No. 1 amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission on February 6, 2003 by Greater Community Bancorp ("Greater Community"), Marino A. Bramante, Anthony M. Bruno, Jr., C. Mark Campbell, George E. Irwin, John L. Soldoveri, and Charles J. Volpe ("Initial Statement"). The Initial Statement is amended as follows: ITEM 4. PURPOSE OF TRANSACTION On February 14, 2003, Greater Community sent to 1st Constitution a notice of intent to nominate Brian E. Fitzpatrick as a candidate for election as a director at 1st Constitution's next annual meeting. The notice was sent to comply with a procedural requirement in 1st Constitution's bylaws, as such bylaws have been publicly disclosed, with regard to the nomination of directors by a shareholder. Greater Community intends to nominate Mr. Fitzpatrick at 1st Constitution's annual meeting and solicit proxies in connection with such nomination provided that it obtains a waiver, or change in, certain commitments made to the Federal Reserve Bank of New York ("FRBNY") or otherwise obtains approval from the FRBNY to engage in such activities. A copy of the notice is filed herewith as Exhibit 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Notice to 1st Constitution, dated February 14, 2003, of Greater Community's intent to nominate a candidate for election as a director. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 10 OF 13 PAGES SIGNATURES After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true and complete. Dated: February 14, 2003 Greater Community Bancorp By: /s/ George E. Irwin --------------------------- George E. Irwin President and CEO /s/ Marino A. Bramante --------------------------- Marino A. Bramante /s/ Anthony M. Bruno, Jr. --------------------------- Anthony M. Bruno, Jr. /s/ C. Mark Campbell --------------------------- C. Mark Campbell /s/ George E. Irwin --------------------------- George E. Irwin /s/ John L. Soldoveri --------------------------- John L. Soldoveri /s/ Charles J. Volpe --------------------------- Charles J. Volpe CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 11 OF 13 PAGES EXHIBIT 1 [LETTERHEAD OF GREATER COMMUNITY BANCORP] February 14, 2003 VIA FASCIMILE, FEDEX AND U.S. MAIL - ---------------------------------- Secretary 1st Constitution Bancorp 2650 Route 130 P.O. Box 634 Cranbury, New Jersey 08512 Dear Secretary: Pursuant to Section 9 of the Bylaws of 1st Constitution Bancorp ("1st Constitution"), we hereby give notice of our intent to nominate a candidate for election as a director at 1st Constitution's next annual meeting of shareholders. The information required by Section 9 of the Bylaws is set forth below. (a) NAME AND ADDRESS OF SHAREHOLDER WHO INTENDS TO MAKE THE NOMINATION: Greater Community Bancorp 55 Union Boulevard Totowa, New Jersey 07511-0269 NAME AND ADDRESS OF PERSON TO BE NOMINATED: Brian E. Fitzpatrick 38 Summit Trail Sparta, New Jersey 07871-1431 (b) NOMINEE'S AGE AND PRINCIPAL OCCUPATION OR EMPLOYMENT: Age: 59 Principal occupation: Retired bank executive (c) NUMBER OF SHARES OF EQUITY SECURITIES OF 1ST CONSTITUTION OWNED BY NOMINEE: None. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 12 OF 13 PAGES (d) SHAREHOLDER REPRESENTATION: I hereby represent that Greater Community Bancorp is a holder of record of 112,595 shares of the common stock of 1st Constitution entitled to vote at 1st Constitution's next annual meeting. Greater Community Bancorp, through one or more of its officers or directors, intends to appear in person or by proxy at 1st Constitution's annual meeting to nominate the person specified in this notice, subject to receipt of certain waivers or approval by the Federal Reserve Bank of New York ( "FRBNY"). (e) DESCRIPTION OF ARRANGEMENTS OR UNDERSTANDINGS PURSUANT TO WHICH NOMINATION IS MADE: There are no arrangements or understandings between Greater Community Bancorp, Mr. Fitzpatrick or any other person or persons pursuant to which the nomination of Mr. Fitzpatrick is to be made by Greater Community Bancorp. (f) OTHER INFORMATION REGARDING NOMINEE THAT WOULD BE REQUIRED TO BE INCLUDED IN A PROXY STATEMENT: Mr. Fitzpatrick was the President and Chief Executive Officer and a member of the Board of Directors of Newton Trust Company and its holding company, Newton Financial Corporation, from 1986 to 2001. Newton Trust Company is in the business of commercial and retail banking and is located at 30 Park Place, Newton, New Jersey 07860. Mr. Fitzpatrick currently serves as Chairman of the Board of Directors of Newton Memorial Hospital, which is located at 195 High Street, Newton, New Jersey 07860. Neither Mr. Fitzpatrick nor any associate, within the meaning of the federal proxy rules promulgated under the Securities Exchange Act of 1934, as amended, of Mr. Fitzpatrick owns any securities of 1st Constitution or of any parent or subsidiary of 1st Constitution. Mr. Fitzpatrick is not, and has not been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of 1st Constitution. Neither Mr. Fitzpatrick nor any of his associates, within the meaning of the federal proxy rules promulgated under the Securities Exchange Act of 1934, as amended, have any arrangement or understanding with any person with respect to any employment by 1st Constitution or its affiliates or with respect to any future transactions to which 1st Constitution or any of its affiliates will or may be a party. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 13 OF 13 PAGES Mr. Fitzpatrick has not received compensation in any form from 1st Constitution or any of its affiliates in any of its last three completed fiscal years. (g) CONSENT OF NOMINEE TO SERVE AS A DIRECTOR IF SO ELECTED: The required consent is enclosed herewith. We are providing this notice to comply with the procedures for director nominations set forth in 1st Constitution's Bylaws. In connection with our nomination of Mr. Fitzpatrick, we are requesting from the FRBNY approval or a waiver of certain commitments we made to the FRBNY in connection with our acquisition of the common stock of 1st Constitution. We will make our nomination only if such approval or waiver is obtained. Please let us know if any further information is required with respect to this nominee under 1st Constitution's Certificate of Incorporation or Bylaws. Very truly yours, /s/ George E. Irwin George E. Irwin President & Chief Executive Officer Enclosure cc: Mr. Brian E. Fitzpatrick -----END PRIVACY-ENHANCED MESSAGE-----