SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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 6, 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 [x ].
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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 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 21 PAGES
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to common stock of 1st Constitution
Bancorp ("1st Constitution"). 1st Constitution's principal executive offices are
located at 2650 Route 130, Box 634, Cranbury, New Jersey 08512.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Greater Community Bancorp
("Greater Community") and the following current and former directors of Greater
Community: Marino A. Bramante, Anthony M. Bruno, Jr., C. Mark Campbell, George
E. Irwin, John L. Soldoveri, and Charles J. Volpe ("Reporting Directors"). The
Reporting Directors and Greater Community are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, although neither
the fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Directors or Greater Community that a group exists. A
Joint Filing Agreement is attached hereto as Exhibit 1.
Greater Community is a New Jersey business corporation. Its
principal business is owning and managing banks and related financial
businesses. It is registered with the Federal Reserve Board as a bank holding
company and has made an effective election to be treated as a financial holding
company. The address of its principal business and its principal office is 55
Union Boulevard, Totowa, New Jersey 07512.
The names of the Reporting Directors and all other directors
and executive officers of Greater Community and their respective addresses,
citizenship and present principal occupations or employment, as well as the
names, principal businesses and addresses of any corporations or other
organizations in which such employment is conducted, are set forth in Schedule I
hereto, which Schedule is incorporated herein by reference.
During the last five years, neither Greater Community nor, to
the best of Greater Community's knowledge, any of the persons listed in Schedule
I hereto, has been convicted in a criminal proceeding or a party in a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding the company or such person was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Greater Community purchased 107,234 shares of common stock of
1st Constitution over an extended period ending on June 18, 2002. Greater
Community spent $1,705,788 in making such purchases. Greater Community funded
the purchases from its working capital, which includes funds available for
investments in securities. 1st Constitution paid a 5% stock dividend on January
31, 2003, increasing Greater Community's total holdings to 112,595 shares.
Information regarding the source and amount of funds used by
the Reporting Directors in acquiring beneficial ownership of their shares of 1st
Constitution is set forth in Schedule II hereto and incorporated herein by
reference.
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 10 OF 21 PAGES
ITEM 4. PURPOSE OF TRANSACTION
Greater Community and the Reporting Directors purchased their
shares of common stock of 1st Constitution for investment purposes. At the time
of purchase, neither Greater Community nor the Reporting Directors acquired the
shares for the purpose of or with the effect of changing or influencing the
control of 1st Constitution or in connection with or as a participant in any
transaction having that purpose or effect. Accordingly, Greater Community and
the Reporting Directors reported purchases of such stock on Schedule 13G.
On September 9, 2002, Greater Community sent a letter to the
Board of Directors of 1st Constitution proposing a strategic combination between
the two companies. In that letter, Greater Community proposed to offer
$50,639,736, in a combination of 35% cash and 65% Greater Community common
stock, in exchange for all of the outstanding common stock of 1st Constitution.
Based on the latest information available to Greater Community, its proposal
represented $34.00 per outstanding common share of 1st Constitution. The
proposal was rejected by 1st Constitution on October 22, 2002.
Greater Community sent another letter, dated February 6, 2003
and attached hereto as Exhibit 2, to each of the directors of 1st Constitution.
In such letter, Greater Community proposed to offer $32.40 per outstanding
common share of 1st Constitution, in a combination of 35% cash and 65% Greater
Community common stock. The previous proposal of $34.00 per share was adjusted
to reflect a 5% stock dividend declared by 1st Constitution on December 19, 2002
and effective on January 31, 2003. Greater Community also indicated in the
letter that it may consider going directly to 1st Constitution's shareholders
with an offer for their shares or commencing a proxy contest for representation
on 1st Constitution's board of directors, or both, subject to any necessary
regulatory approvals. Greater Community does not at present have any specific
plans with regard to such actions.
Neither Greater Community nor the Reporting Directors have
formulated any further specific plans or proposals in this regard, but may do so
in the future. Any such plan or proposal that may be formulated could involve
making a further proposal to the Board of Directors of 1st Constitution
regarding a business combination, seeking representation on the Board of
Directors of 1st Constitution, and/or making a tender offer for some or all of
1st Constitution's common stock. Such actions would require the approval of the
Federal Reserve Bank of New York and the New Jersey Banking Commissioner.
Other than as indicated above, neither Greater Community, any
of the Reporting Directors nor, to the best of Greater Community's knowledge,
any of the individuals named in Schedule I hereto, has any present plans or
proposals that relate to or would result in any of the other actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
After adjustment for the 5% stock dividend paid by 1st
Constitution on January 31, 2003, Greater Community has sole voting and
dispositive power with respect to 112,595 shares, or approximately 7.6%, of the
1,472,399 shares of common stock of 1st Constitution outstanding. Information
regarding the interests in the securities of the issuer by the directors of
Greater
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 11 OF 21 PAGES
Community is set forth on Schedule III hereto, which is incorporated by
reference herein. In addition, an aggregate of 2,520 shares are owned by
officers of certain affiliates of Greater Community. Greater Community expressly
disclaims beneficial ownership of all 2,520 of such shares.
Other than as disclosed in Schedule III hereto, neither
Greater Community, any of the Reporting Directors, nor, to the best of Greater
Community's knowledge, any of the other individuals named in Schedule I hereto,
has effected any transaction in the common stock of 1st Constitution during the
past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement.
Exhibit 2: Letter, dated February 6, 2003, to directors of 1st
Constitution.
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 12 OF 21 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 6, 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 13 OF 21 PAGES
SCHEDULE I
GREATER COMMUNITY BANCORP
DIRECTORS AND EXECUTIVE OFFICERS
The names, residence or business addresses and present
principal occupations of the Reporting Directors and all other directors and
executive officers of Greater Community Bancorp are set forth below. If no
business address is given for a director or officer, such director's or
officer's business address is 55 Union Boulevard, Totowa, New Jersey 07512. All
directors and officers listed below are citizens of the United States.
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND ADDRESS
BRUNO, ANTHONY M., JR. CPA
Bruno, DiBello & Co., LLC
785 Totowa Road
Totowa, NJ 07512
IRWIN, GEORGE E. President and Chief Executive Officer
Greater Community Bancorp
CAMPBELL, C. MARK Executive Vice President
Greater Community Bancorp
BRAMANTE, M. A. Retired orthodontist
1285 Westhaven Circle
Vail, CO 81657
FERGUSON, WILLIAM T. Retired
300 East Club Circle
Apartment 104
Boca Raton, FL 33487
LOBOSCO, JOSEPH A. Retired owner and senior partner of
Lobosco Insurance Group, LLC
3 Summer Hill Road
Wayne, NJ 07405
SOLDOVERI, JOHN L. Retired partner, Anjo Realty, LLC
SOLDOVERI, ROBERT C. Manager, Solan Management, LLC
URBANO, ALFRED R. President
Rubicon Realty Corp.
Suite 207 - Webster Building
3411 Silverside Road
Wilmington, DE 19810
VOLPE, CHARLES J. President
J.P. Patti Co., Inc.
365 Jefferson Street
Saddle Brook, NJ 07662
WALDMAN, DAVID Attorney
Waldman, Renda & McKinney, P.A.
P.O. Box 508
Hawthorne, NJ 07507
KNAUER, ERWIN D. Executive Vice President
Greater Community Bancorp
NAQVI, NAQI A. Treasurer
Greater Community Bancorp
CHARDAVOYNE, JEANNETTE M. Secretary
Greater Community Bancorp
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 15 OF 21 PAGES
SCHEDULE II
SOURCE AND AMOUNT OF FUNDS USED BY REPORTING DIRECTORS
TOTAL
NAME CONSIDERATION SOURCE OF FUNDS
Marino A. Bramante $46,025.00 Personal Funds
Anthony M. Bruno, Jr. $251,981.00 Personal Funds
C. Mark Campbell $1,336.50 Personal Funds
George E. Irwin $4,908.00 Personal Funds
John L. Soldoveri $31,911.00 Margin Account
with Greater
Community
Financial, LLC, a
brokerage affiliate
of Greater
Community
Charles J. Volpe $3,282.50 Personal Funds
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 16 OF 21 PAGES
SCHEDULE III
INTEREST IN SECURITIES OF 1ST CONSTITUTION BY
REPORTING DIRECTORS
NUMBER OF SHARES NUMBER OF SHARES
WITH SOLE VOTING WITH SHARED VOTING TRANSACTIONS
AND DISPOSITIVE AND/OR DISPOSITIVE EFFECTED IN LAST
NAME POWER(1)(2) POWER 60 DAYS
Marino A. Bramante 4,095
Anthony M. Bruno, Jr. 3,858 15,199(3) Sold 600 Shares
on 12/1/02; 400
at $30.15 per
share and 200 at
$30.00 per share
C. Mark Campbell 110
George E. Irwin 463
John L. Soldoveri 2,289
Charles J. Volpe 222
____________________________
(1) As adjusted for the 5% stock dividend paid by 1st Constitution on
January 31, 2003.
(2) In addition, each director of Greater Community 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. No director has the power or right to receive or
to direct the proceeds of disposition of the shares owned by Greater Community
and each director otherwise disclaims beneficial ownership of all such shares.
(3) With respect to 12,443 shares, held in the name of the Anton
Investment Account, the reporting person shares voting and dispositive power
with his sister, Patricia Bruno, and his father, Anthony M. Bruno, Sr. With
respect to 2,756 shares, held in the name of the Bruno Family Trust, the
reporting person shares dispositive power with his father, Anthony M. Bruno, Sr.
The reporting person has no voting power with respect to such 2,756 shares. The
information required by Item 2 for each of the persons with whom the reporting
person shares voting or dispositive power is as follows: (1) Patricia Bruno,
President, Cardholders Merchant Services, 702 Newark Pompton Turnpike, Pompton
Plains, NJ 07444 and (2) Anthony M. Bruno, Sr., Retired, 8 Cambridge Street,
Totowa, NJ 07512. Both such persons are citizens of the United States.
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 17 OF 21 PAGES
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which
this Joint Filing Agreement is being filed as an exhibit shall be a joint
statement filed on behalf of each of the undersigned.
Dated: February 6, 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 18 OF 21 PAGES
EXHIBIT 2
[LETTERHEAD OF GREATER COMMUNITY BANCORP]
February 6, 2003
VIA FedEx
Board of Directors
1st Constitution Bancorp
2650 Route 130
P.O. Box 634
Cranbury, New Jersey 08512
Gentlemen:
For several months now, Greater Community Bancorp ("Greater
Community") has expressed a strong interest in pursuing a strategic combination
with 1st Constitution Bancorp ("1st Constitution"). By letter dated September 9,
2002, we proposed a business combination with 1st Constitution under which 1st
Constitution's shareholders would have received $34 in cash and Greater
Community stock for each share of their 1st Constitution common stock, at a time
when those shares were trading for only about $22 per share. That nearly 55%
premium to 1st Constitution shareholders was rejected by 1st Constitution's
board without even meeting with us to discuss the proposal.
Since then, we have contacted Robert F. Mangano, President and
Chief Executive Officer of 1st Constitution, several times to discuss how we can
offer substantial value to 1st Constitution shareholders. The one time Mr.
Mangano and Edward D. Knapp, the Chairman of the Board of 1st Constitution, met
with us, they made it clear to us that they would give serious consideration to
our proposal only if Mr. Mangano would be made Chief Executive Officer of the
resulting institution. Such a condition suggests a motivation that may be
inconsistent with what is in the best interests of 1st Constitution's
shareholders. We believe that 1st Constitution's directors and executive
officers should put aside personal self-interest and start focusing on how to
maximize value to 1st Constitution's shareholders.
1. UPDATED PROPOSAL. As of today, we are prepared to offer 1st
Constitution's shareholders $32.40 per share in cash and Greater Community
stock. This price is equivalent to our previous proposal of $34 per share after
adjustment for the 5% stock dividend declared by 1st Constitution on December
19, 2002 and represents a 18.8% premium over 1st Constitution's closing price on
February 5, 2003 of $27.27 per share. This price is also equal to 18.7 times 1st
Constitution's last twelve months earnings per share and 227% of 1st
Constitution's book value. We believe that such a price would be considered fair
to 1st Constitution's shareholders by any reasonable standard and would
represent a value that we do not believe 1st Constitution could reasonably
achieve and sustain by executing its business plan without the benefit of our
position and our acquisition proposal. If you disagree, we would be very
interested in reviewing 1st Constitution's
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 19 OF 21 PAGES
business plan for enhancing shareholder value. While the trading price of 1st
Constitution stock has recently increased, we believe such increase is largely
attributable to our previous proposal and not 1st Constitution's business
fundamentals. The day our proposal was disclosed, 1st Constitution's stock
closed nearly 18% higher than its closing price on the day before and recently
was trading at a price over 40% higher than before we disclosed our proposal.
The increase in value to 1st Constitution's shareholders could
be even more if our proposal is accepted. However, if we were to withdraw our
proposal, we believe that the price of 1st Constitution shares would decline
substantially to the detriment of 1st Constitution's shareholders. Mr. Mangano
and Mr. Knapp themselves appear to believe that 1st Constitution shares are
worth only about $25 a share (or $23.75 a share after adjustment for the stock
dividend), since they indicated a willingness to arrange for 1st Constitution to
purchase 50% of our shares at that price and to arrange for certain other
investors who are close to 1st Constitution to purchase the remaining 50% of our
shares, also at such price per share. We are prepared to offer much more than
that to all of 1st Constitution's shareholders. Furthermore, based on reasonable
assumptions, we and our advisors believe that a combination between Greater
Community and 1st Constitution would be accretive to the resulting institution's
earnings per share in the first year following the combination, thereby possibly
further increasing the value to shareholders.
2. FIDUCIARY RESPONSIBILITY. As a director of 1st Constitution, you
have a fiduciary responsibility to its shareholders, and you have an obligation
to exercise due care in determining whether our proposal is in the best
interests of 1st Constitution and its shareholders. That duty of care is
especially important in this instance, given the danger that, if you fail to
give our proposal due consideration, you may be perceived as acting to entrench
yourself or management to the detriment of shareholders, rather than acting to
enhance shareholder value. If you refuse to give our proposal due consideration
unless your CEO is assured that he will remain CEO of the resulting institution,
it is hard to believe that the requisite duty of care is being exercised by you
and your fellow board members. If the board's and management's self-interest and
entrenchment is more important to 1st Constitution's board of directors than the
interests of 1st Constitution's shareholders, we will have no choice but to
consider going directly to 1st Constitution's shareholders.
3. GOING DIRECTLY TO SHAREHOLDERS. We are prepared to commence a proxy
contest for representation on 1st Constitution's board of directors or a tender
offer for all or part of the outstanding shares of 1st Constitution, or both,
subject to any necessary regulatory approvals. Alternatively, we may exercise
our right to insist that 1st Constitution act to enhance shareholder value and
demonstrate a business plan realistic enough to attain such value. We will be in
attendance at 1st Constitution's 2003 annual meeting of shareholders, and, if
your full board will not agree to meet with us privately before the annual
meeting, we will at that time request a public explanation of why you continue
to refuse to seriously consider our proposal.
We feel strongly that this is an opportunity we must pursue.
We are 1st Constitution's largest shareholder, and we are not going away. While
our preference is to negotiate a mutually acceptable business combination, we
are prepared to proceed without your cooperation if necessary. Continued delay
and resistance on 1st Constitution's part will only serve to increase our costs,
thereby potentially reducing the price we are able to offer 1st Constitution
shareholders. If your objective is to maximize shareholder value, you can meet
this objective by meeting with us without delay to negotiate a mutually
acceptable transaction.
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 20 OF 21 PAGES
4. STRATEGIC COMBINATION. We note that there are compelling
business reasons for a strategic combination between Greater Community and 1st
Constitution. Among other things, a combination between Greater Community and
1st Constitution would:
o provide the customers served by both banks with a wider range
of product and service offerings and a larger number of
financial specialists to serve their banking and investment
needs.
o provide the shareholders of both companies with a better
return on their investment and a higher trading multiple
associated with a billion dollar financial institution.
o provide the shareholders of 1st Constitution with a cash
return on their investment, because Greater Community
currently pays cash dividends at an annual rate of $.40 per
share while 1st Constitution currently pays no cash dividend
whatsoever.
o attract institutional investors that will increase liquidity
and attract additional research coverage.
o improve the overall performance of the combined institution by
eliminating certain duplicative expenses that will have a
direct positive impact on earnings.
o provide officers and employees with an opportunity to advance
their careers with a larger institution.
o increase access to equity markets for future expansion.
o allow customers to continue to experience at least the same
level of service that they now enjoy.
5. CONDITIONS AND TIMING. Our current proposal is summarized below. Any
final offer we make will be subject to the performance of customary due
diligence, execution of a definitive merger agreement, receipt of the required
regulatory approvals and the approval of 1st Constitution's and our
shareholders. We would not be required to raise capital or obtain any other type
of financing in connection with our proposal. With cooperation from 1st
Constitution, we believe that we could complete our due diligence within a week
or two and execute a fully negotiated definitive merger agreement promptly
thereafter. The closing for such a transaction could take place as early as the
second quarter of 2003.
6. SUBSTANTIVE TERMS. The substantive terms of our proposal are
as follows:
Price and Form of Consideration. We are prepared to offer a
combination of cash and Greater Community's common stock for all of the
outstanding common stock of 1st Constitution, at a price of $32.40 per share. If
the results of our due diligence and proposed structure are favorable, we could
consider higher consideration. The stock portion of the consideration would not
be taxable to 1st Constitution's shareholders. The treatment of outstanding
stock options is open to discussion and negotiation.
CUSIP NO. 31986N-10-2 SCHEDULE 13D PAGE 21 OF 21 PAGES
Structure. 1st Constitution's shareholders will receive a
combination of 35% in cash and 65% in Greater Community common stock for each
share of 1st Constitution's common stock. We are willing to negotiate
caps/floors or collars to protect both sides from a significant change in value.
Resulting Corporate Structure and Personnel. The corporate
structure of the entity resulting from a combination between Greater Community
and 1st Constitution is open to discussion and negotiation. We are also willing
to consider keeping 1st Constitution as a separate bank within our holding
company structure. We emphasize that we intend to retain as many employees as
possible where there is no duplication. In addition, we do not intend to close
any of 1st Constitution's branch offices. If reassignment is impractical for any
of your employees, we intend to honor your current termination or severance
plans.
Board of Directors. In order to enhance the transition period
and provide assurance to 1st Constitution's shareholders, communities and
constituents, we are willing to discuss the possibility of adding one or more of
1st Constitution's current directors to our board of directors or some other
similar arrangement.
Transition Period. The customary acquisition teams will be
organized to make the transition as seamless as possible. We envision working
together with 1st Constitution's management and employees to coordinate systems,
human resources, operations, products and all other aspects of integrating our
two companies.
While these are the basic terms of our proposal, we believe
that you and every other member of the board of directors cannot adequately
evaluate the merits of our proposal in an informed manner, as you are required
to do, without first meeting with us so that we can further explain our proposal
and discuss it fully with you and all of your fellow board members. We have
expressed a willingness to work with you and negotiate a mutually acceptable
deal. Now it is up to you to carry out your fiduciary obligations to 1st
Constitution's shareholders.
As we feel that both our own shareholders and yours should be
fully informed as to the merits of our proposal and the increased value that it
would bring to their shares, we are publicly releasing the text of this letter.
We are also encouraging your shareholders to communicate directly with you as to
their view of the proposed combination.
On behalf of Greater Community, I appreciate your
consideration and immediate attention to this matter, and I request that you
respond by February 12, 2003. We look forward to a thorough discussion of this
proposal with you, the other members of 1st Constitution's board of directors
and your advisors.
Very truly yours,
George E. Irwin
President & Chief Executive Officer
cc: Charles S. Crow, III
Edward D. Knapp
Robert F. Mangano
William M. Rue
Frank E. Walsh, III