Greater Community Bancorp - Amended Statement of Beneficial Ownership (SC 13D/A)
21 Décembre 2007 - 9:58PM
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. 15)*
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
12/17/2007
(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.
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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
November 13, 2007, the Issuer announced that it had entered into a definitive
Agreement and Plan of Merger with Oritani Financial Corp. (“OFC”) pursuant to
which the Issuer will be merged (the “Merger”) with and into OFC. Mr. Soldoveri
does not believe the Merger is in the best interests of the Issuer’s
shareholders, and intends to take action to oppose the Merger, including
but not
limited to making public statements in opposition to the Merger and voting
his
shares against the Merger. The Mr. Soldoveri also reserves his right to take
other steps in opposition to the Merger. Accordingly, on December 20, 2007
Mr.
Soldoveri published an Open Letter to shareholders, employees and customers
of
Greater Community Bancorp and Greater Community Bank in certain New Jersey
based
newpapers stating his opposition to the sale of the Bank to Oritani
Financial Corp and his concerns regarding the process undertaken by the Officers
and Directors of the Bank. The Open Letter is attached hereto as Exhibit
A.
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 subparagraphs
(b) through (j) of 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. The Foundation purchased shares on October 25, 2007
(See
Item 3).
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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 other 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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Open
letter attached hereto as Exhibit A.
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: December
21, 2007
Exhibit
A
OPEN
LETTER
:
To the shareholders,
employees and customers of Greater Community Bancorp and Greater Community
Bank
:
I
would
like all of you to know that
I was in no way involved in the proposed sale of
our company
. In my opinion, the currently proposed
sale to Oritani Financial Corp. is not in the best interests of Greater
Community's shareholders, employees, or customers.
I
would
prefer that Greater Community remain independent; however if a proposed sale
were to be in the best interests of its shareholders, customers, and employees,
I would not oppose it.
I
am
opposed to the proposed sale to Oritani Financial Corp. for the following
reasons, among others:
1. The
price of $21.40 is not guaranteed. Based on Oritani's market price on
December 14, 2007, a shareholder would receive approximately $17.84 if they
received Oritani stock, and not the $21.40 stated in the press release. Sixty
percent of the Greater Community stock must be exchanged for Oritani
stock.
2. Oritani
is a Mutual Holding Company and is insider controlled. Shareholders
of Greater Community would become minority shareholders of Oritani, with no
ability to control whether Oritani ever converted to a fully publicly-owned
company.
3. Oritani
has never paid dividends. Greater Community shareholders would lose
the $0.58/share dividend we now receive on our stock.
In
addition to these concerns, I am also concerned about the process undertaken
by
our Officers and Directors, and whether they did all they could to make sure
the
shareholders obtained the highest and best value for our company.
Please
know that I intend to oppose this sale in every way that I can.
Very
truly yours,
John
Soldoveri, Shareholder, Original Founder and Former Chairman and
CEO
973-942-6964
soljls@yahoo.com
785
Totowa Road
Totowa,
NJ 07512
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