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