-----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, NSA1e6FDYGosWDofDPYdLoHqfHUEPbVSoITB2sTgVTpFlEJM0JmXCiTw6E7CzSdH PgayjQfAPJDQ5JfN6sUK+w== 0000882377-03-000897.txt : 20030516 0000882377-03-000897.hdr.sgml : 20030516 20030516150832 ACCESSION NUMBER: 0000882377-03-000897 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030516 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78737 FILM NUMBER: 03708371 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/A 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/A 1 d144906.txt GREATER COMMUNITY BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) 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) MAY 16, 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 10 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 10 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 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 is submitting this statement to terminate such person's status as a participant in a group. Upon termination of the group, the reporting person may no longer be deemed to be the beneficial owner of more than five percent of 1st Constitution's Common Stock, and, therefore, this is the reporting person's final filing on Schedule 13D. ** 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 10 PAGES STATEMENT FOR SCHEDULE 13D This Amendment No. 3 to Schedule 13D relates to common stock of 1st Constitution Bancorp ("1st Constitution"). This Amendment No. 3 amends the initial statement on Schedule 13D, Amendment No. 1 and Amendment No. 2 filed with the Securities and Exchange Commission on February 6, 2003, February 14, 2003 and April 9, 2003, respectively, by Greater Community Bancorp ("Greater Community") and Marino A. Bramante, Anthony M. Bruno, Jr., C. Mark Campbell, George E. Irwin, John L. Soldoveri, and Charles J. Volpe (the "Reporting Directors "). The Schedule 13D, as amended, is amended as follows: ITEM 4. PURPOSE OF TRANSACTION Greater Community and the Reporting Directors are submitting this Amendment No. 3 to terminate their status as a group in connection with their shares of lst Constitution stock. Greater Community and each of the Reporting Directors have agreed to no longer act together for the purpose of acquiring, holding, voting or disposing of shares of 1st Constitution stock. Any further actions that Greater Community chooses to take regarding its investment in 1st Constitution should be considered independent from any actions taken by any or all of the Reporting Directors and vice versa. Greater Community has not formulated any further specific plans or proposals, but may do so in the future. Any such plan or proposal could involve purchasing more shares of 1st Constitution, making a nomination to 1st Constitution's board in the future, filing a full change of control application under Section 3 of the Bank Holding Company Act, selling their shares to 1st Constitution or another person or persons, making a tender offer for some or all of 1st Constitution's common stock, or otherwise exercising their rights as shareholders of 1st Constitution. Such actions may require the approval of the Federal Reserve Bank of New York and/or the New Jersey Banking Commissioner or other regulators. CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 10 OF 10 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: May 16, 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 -----END PRIVACY-ENHANCED MESSAGE-----