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