UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
APRIL 9, 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 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 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 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 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 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 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. 2 to Schedule 13D relates to common stock
of 1st Constitution Bancorp ("1st Constitution"). This Amendment No. 2 amends
the initial statement on Schedule 13D and Amendment No. 1 filed with the
Securities and Exchange Commission on February 6, 2003 and February 14, 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
On April 9, 2003, Greater Community announced certain actions
that it has taken since it proposed to acquire 1st Constitution as described in
its letter dated February 6, 2003, for $32.40 per share in cash and Greater
Community stock, including that the staff of the Board of Governors of the
Federal Reserve System and the Federal Reserve Bank of New York ("FRBNY") had
advised Greater Community that the waiver requested by Greater Community, in
order to permit it to nominate Brian E. Fitzpatrick for election as a director
at 1st Constitution's May 15, 2003 annual shareholders meeting, would not be
granted. Accordingly, Greater Community has withdrawn its request for such
waiver, and announced that, without such waiver, it would not nominate Mr.
Fitzpatrick at such shareholders meeting. A copy of the announcement is filed
herewith as Exhibit 1.
Neither Greater Community nor the Reporting Directors have
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Press Release, dated April 9, 2003, of
Greater Community's disclosure of actions
taken with respect to 1st Constitution.
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: April 9, 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
FOR IMMEDIATE RELEASE
Wednesday, April 9, 2003
GREATER COMMUNITY BANCORP DISCLOSES ACTIONS
TAKEN WITH RESPECT TO 1ST CONSTITUTION
TOTOWA, NEW JERSEY, APRIL 9, 2003 -- Greater Community Bancorp
(Nasdaq: GFLS) announced today certain events that have taken place since it
proposed to acquire 1st Constitution Bancorp (Nasdaq: FCCY), as described in its
letter dated February 6, 2003, for $32.40 per share in cash and Greater
Community stock.
o On February 14, 2003, not having received a response from 1st
Constitution, Greater Community sent a notice of intent to nominate
Brian E. Fitzpatrick, a retired bank president and chief executive
officer, to 1st Constitution's Board at the May 15, 2003 annual meeting
of shareholders of 1st Constitution, subject to the receipt of a waiver
from the Federal Reserve Bank of New York ("FRBNY"). Such intended
nomination would have permitted 1st Constitution's shareholders to
elect an experienced banker to the Board who would emphasize enhancing
shareholder value.
o On February 21, 2003, Greater Community received a letter from 1st
Constitution rejecting its proposal for a business combination at
$32.40 per share.
o On February 24, 2003, Greater Community duly requested a copy of 1st
Constitution's shareholder list in order to communicate with 1st
Constitution's shareholders about their interests as shareholders,
including Greater Community's proposed business combination,
solicitation of proxies and other valid purposes.
o On February 27, 2003, Greater Community formally requested a waiver
from the FRBNY as to certain passivity commitments in order to permit
it to nominate Mr. Fitzpatrick at 1st Constitution's 2003 annual
shareholders meeting and to solicit proxies on his behalf.
o On February 28, 2003, Greater Community received a letter from 1st
Constitution denying access to its shareholder list on the basis of
technical legal arguments, which appear to be without merit. On
February 28, 2003, Greater Community sent another letter to the FRBNY,
notifying it of 1st Constitution's refusal to provide its shareholder
list. By letter dated March 6, 2003, Greater Community's counsel
responded to 1st Constitution's refusal to provide the shareholder
list, which was met by a further refusal by 1st Constitution's legal
counsel on March 12, 2003, allegedly on the basis that Greater
Community's actions would violate its commitments to the FRBNY, which
Greater Community believes is also without merit.
o Separately, representatives of the FRBNY have advised Greater Community
that it was not in violation of its commitments to the FRBNY.
o By letter dated March 6, 2003, the FRBNY advised Greater Community that
it would act on the waiver request within 60 days of its receipt of
Greater Community's February 27, 2003 waiver request. Greater Community
urged the FRBNY to respond to its waiver request more quickly, to give
it sufficient time to file the necessary documents to nominate Mr.
Fitzpatrick and to solicit proxies on his behalf. Representatives of
the FRBNY also advised Greater Community that it could proceed with a
full change of control application under Section 3 of the Bank Holding
Company Act ("BHCA"), instead of the waiver request. However, Greater
Community decided not to proceed with such a full application because
it could not practicably be completed and approved in time for 1st
Constitution's May 15, 2003 annual shareholders meeting.
o During the week of March 10th through March 14, 2003, a director of
Greater Community and the President and Chief Executive Officer of 1st
Constitution informally discussed whether 1st Constitution would
repurchase or arrange for the purchase of the shares of 1st
Constitution owned by Greater Community and its affiliates for $27.00
per share coupled with a standstill agreement to be acceptable to both
sides. On March 14th and March 17th, counsel for both institutions
conferred about the substantive terms and conditions of such a
transaction.
-2-
o On March 21, 2003, executive officers, representatives and counsel of
both sides met to determine if an agreement could be reached, but 1st
Constitution requested additional time to evaluate such a transaction
since it believed that it had insufficient capital to complete such a
transaction. On April 2, 2003, 1st Constitution's Board met to consider
the terms of a possible offer to purchase the 1st Constitution shares
owned by Greater Community and its affiliates. On April 3, 2003, 1st
Constitution's investment banker advised Greater Community that 1st
Constitution might be willing to repurchase approximately $1 million of
1st Constitution's stock at a price equal to what 1st Constitution's
normalized trading range would have been (which 1st Constitution's
investment banker estimated to be between $22.00 and $25.00 per share)
absent Greater Community's $32.40 offer, subject to an acceptable
standstill agreement and subject to getting comfort from the FRBNY. On
April 2, 2003, the closing price for shares of 1st Constitution's stock
was $27.16 per share. Greater Community rejected 1st Constitution's
indication of interest on April 4, 2003, but indicated that it might be
willing to sell some or all of its 1st Constitution stock for a higher
price.
o On April 2, 2003, representatives of the staff of the Board of
Governors of the Federal Reserve System ("FRB") and the FRBNY orally
advised Greater Community's counsel that the FRB and FRBNY would not be
in a position to grant the waiver requested by Greater Community in its
February 27, 2003 letter to nominate Mr. Fitzpatrick, and that such
decision would be confirmed in writing unless Greater Community
withdrew its waiver request.
o On April 8, 2003, 1st Constitution's Board met again to consider a
repurchase of some portion of the 1st Constitution stock owned by
Greater Community and its affiliates at a price higher than $25.00 per
share. After the meeting, 1st Constitution's investment banker advised
Greater Community that 1st Constitution might be willing to repurchase
between 40,000 and 56,000 shares of 1st Constitution's stock for a
price between $25.00 and $27.00 per share, subject to an acceptable
standstill agreement and subject to getting comfort from the FRBNY.
Greater Community rejected 1st Constitution's modified indication of
interest later on April 8, 2003. On April 8, 2003, the closing price
for shares of 1st Constitution's stock was $27.50 per share.
o On April 3, 2003, Greater Community advised the FRB and the FRBNY that
it would withdraw its waiver request, and on April 9, 2003 it did
withdraw such request and announced that, without the FRBNY's waiver,
it would not be permitted to nominate Mr. Fitzpatrick for election at
1st Constitution's May 15, 2003 annual shareholders meeting. On April
3, 2003, representatives of the FRB and the FRBNY reminded Greater
Community that it was still free to pursue a full change in control
application for 1st Constitution under Section 3 of the BHCA, which, if
approved, would eliminate the restrictions under the passivity
commitments.
At this time, Greater Community is considering all of its
options and what further action, if any, to take with respect to its investment
in 1st Constitution. Greater Community reserves the right to buy more shares of
1st Constitution, to sell its shares to 1st Constitution or another investor or
investors, to make a nomination to 1st Constitution's Board in the future, to
file a full change in control application under Section 3 of the BHCA, to
commence a tender offer, and/or to take any other actions to exercise its rights
as a shareholder of 1st Constitution. Certain of these actions may require
regulatory approval. Representatives of Greater Community intend to attend 1st
Constitution's May 15, 2003 annual shareholders meeting and further express
their views for enhancing shareholder value. Other shareholders should consider
whether they would want to do the same and whether to take affirmative steps to
cause 1st Constitution to give greater emphasis to enhancing shareholder value
and less to management entrenchment.
Greater Community Bancorp is a financial holding company
headquartered in Totowa, New Jersey. The Company operates 15 branches in the
northern New Jersey counties of Bergen, Passaic and Morris through its three
state-chartered commercial bank subsidiaries: Greater Community Bank, Bergen
Commercial Bank and Rock Community Bank. They provide traditional commercial and
retail banking services to small businesses and consumers in New Jersey. The
Company also owns two non-bank subsidiaries: Greater Community Financial,
L.L.C., a full service securities broker-dealer, and Highland Capital Corp., an
equipment leasing and financing subsidiary.
For further information contact:
George E. Irwin
President and Chief Executive Officer
Greater Community Bancorp
(973) 942-1111, ext. 1018