Greater Community Bancorp - Amended Statement of Beneficial Ownership (SC 13D/A)
21 März 2008 - 2:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
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SCHEDULE 13-D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No.
16)*
GREATER COMMUNITY
BANCORP
(Name of
Issuer)
COMMON STOCK, $0.50 PAR
VALUE PER SHARE
(Title of
Class of Securities)
39167M
10-8
(CUSIP
Number)
JOHN L. SOLDOVERI
785
Totowa Road, Totowa, NJ 07512
(973)
942-6964
03/20/2008
(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(b)(3) or (4), check the following box
.
NOTE: Schedules
file 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.
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*
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The
remainder of this cover page shall be filled out for a reporting persons’
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter 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 purposes 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).
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1.
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NAME OF REPORTING
PERSONS:
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John L.
Soldoveri
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2
.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP:
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E):
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION:
USA
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NUMBER OF
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SHARES
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7.
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SOLE VOTING
POWER
:
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652,297
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BENEFICIALLY
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OWNED BY
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8.
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SHARED VOTING
POWER
:
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99,217
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EACH
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REPORTING
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9.
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SOLE DISPOSITIVE
POWER
:
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652,297
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PERSON
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WITH
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10.
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SHARED DISPOSITIVE
POWER
:
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99,217
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING
PERSON:
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876,368
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12.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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ý
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13.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 11:
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10.06%
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14.
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TYPE OF REPORTING
PERSON:
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IN
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
Schedule
13D/A
Under the
Securities Exchange Act of 1934
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Item
1.
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Security and
Issuer:
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Common
Stock, $0.50 par value Greater Community
Bancorp
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Item
2.
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Identity and
Background:
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(a)
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John
L. Soldoveri (the “Reporting
Person”)
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Totowa,
NJ 07512
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(c)
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Mr.
Soldoveri is semi-retired and is self-employed on a part-time basis,
primarily in real estate investment and management. Mr. Soldoveri
maintains an office at 785 Totowa Road, Totowa, New Jersey 07512. Mr.
Soldoveri is a Trustee and the President of the John L. and Grace P.
Soldoveri Foundation, Inc., a nonprofit corporation (the “Foundation”). In
such capacity, Mr. Soldoveri shares voting power and shares dispositive
power over shares of the Corporation owned by the
Foundation.
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(d)
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Mr.
Soldoveri has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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Mr.
Soldoveri has not during the last five years been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding he was or is 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.
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(f)
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Mr.
Soldoveri is a citizen of the United States of
America.
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Item
3.
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Source and Amount of Funds or
Other Consideration:
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During
the last 60 days, Mr. Soldoveri has not acquired any further beneficial
ownership of shares of the Issuer’s Common Stock.
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Item
4.
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Purpose of
Transaction:
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The
securities covered by this Statement were previously acquired by the Reporting
Person for the purpose of investment. The Reporting Person may decide to
purchase additional shares of the Common Stock or other securities of the
Issuer. In addition, the Reporting Person may dispose of any or all securities
of the Issuer in any manner permitted by applicable securities
laws.
On March
19, 2008, Oritani Financial Corp. (“OFC”) announced that OFC and the issuer had
entered into a mutual Termination Agreement, terminating their Agreement and
Plan of Merger dated November 13, 2007. Mr. Soldoveri had previously
stated his opposition to this proposed transaction.
Also, on
March 19, 2008, the Issuer and Valley National Bancorp (“VNB”) jointly announced
that they had entered into a Merger Agreement pursuant to which the Issuer will
be merged with and into VNS. Mr. Soldoveri supports this transaction,
and has entered into a Voting Agreement pursuant to which he has agreed to vote
all shares of the Issuer he owns in favor of the proposed
transaction.
Except as
set forth above, the Reporting Person has no present plans or intentions which
would result in or relate to any of the transactions described in Item 4 of
Schedule 13D.
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Item
5.
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Interest in Securities of the
Issuer:
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(a)
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Mr.
Soldoveri is the beneficial owner of 876,368 shares of Common Stock of the
Corporation, which represents 10.06% of the Corporation's issued and
outstanding Common Stock. This consists of the
following:
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(1) 652,297
shares held directly by Mr. Soldoveri in his own name.
(2) 124,854
shares held by Mr. Soldoveri's wife, Grace P. Soldoveri.
(3) 99,217
shares held by the John L. and Grace P. Soldoveri Foundation, Inc. (the
"Foundation"), of which Mr. Soldoveri is a director, Mr. Soldoveri disclaims any
pecuniary interest in, or beneficial ownership of, such 99,217
shares.
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(b)
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Mr.
Soldoveri has sole investment power and sole voting power with respect to
the 652,297 shares held directly by him. He has no voting power
or investment power, either sole or shared, with respect to the 124,854
shares held by his wife. Mr. Soldoveri has shared voting power and shared
investment power with respect to the 99,217 shares held by the
Foundation.
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(c)
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Mr.
Soldoveri has not effected any transactions in the Common Stock during the
past sixty days.
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(c)
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There
is no other person who is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities.
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(d)
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Mr.
Soldoveri continues to be the beneficial owner of 10.06% of the
Corporation’s issued Common
Stock.
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Item
6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer:
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John L.
Soldoveri is the husband of Grace P. Soldoveri and a Trustee and the President
of the Foundation.
There are
no other contracts, arrangements, understandings or relationships (legal or
otherwise) between Mr. Soldoveri and any another person with respect to any
securities of the Corporation, including but not limited to transfer or voting
of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
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Item
7.
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Material to be Filed as
Exhibits:
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
/s/
John L.
Soldoveri
Name: John
L. Soldoveri
Dated: March
20, 2008
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