<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
GA Financial, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
GA FINANCIAL, INC.
4750 Clairton Boulevard
Pittsburgh, Pennsylvania 15236
(412) 882-9946
March 24, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
GA Financial, Inc., the holding company for Great American Federal Savings and
Loan Association, Pittsburgh, Pennsylvania, which will be held on April 26,
2000, at 10:00 a.m., at The Bradley House, 5239 Brownsville Road, Pittsburgh,
Pennsylvania 15236.
The attached Notice of the Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the annual meeting.
Directors and officers of GA Financial, Inc., as well as a representative of
KPMG LLP, the independent auditors of GA Financial, Inc. for the fiscal year
ending December 31, 2000, will be present at the annual meeting to respond to
any questions that our stockholders may have.
The Board of Directors of GA Financial, Inc. has determined that the
matters to be considered at the annual meeting are in the best interests of GA
Financial, Inc. and its stockholders. For the reasons set forth in the Proxy
Statement, the Board unanimously recommends a vote "FOR" the nominees listed
under Proposal 1 and "FOR" the ratification of KPMG LLP as independent auditors
under Proposal 2.
Please sign and return the enclosed proxy card promptly. Your cooperation
is appreciated since a majority of the common stock must be represented, either
in person or by proxy, to constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of GA
Financial, Inc. and Great American Federal Savings and Loan Association, I wish
to thank you for your past and continued support.
Sincerely yours,
/s/ John M. Kish
John M. Kish
Chairman of the Board of Directors
<PAGE>
GA FINANCIAL, INC.
4750 Clairton Boulevard
Pittsburgh, Pennsylvania 15236
(412) 882-9946
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 26, 2000
____________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GA
Financial, Inc. will be held on Wednesday, April 26, 2000, at 10:00 a.m., at The
Bradley House, 5239 Brownsville Road, Pittsburgh, Pennsylvania 15236.
The annual meeting is for the purpose of considering and voting upon the
following matters:
1. the election of two directors for terms of three years each;
2. the ratification of KPMG LLP as independent auditors of GA Financial,
Inc. for the fiscal year ending December 31, 2000; and
3. such other matters as may properly come before the annual meeting or
any adjournments thereof.
The Board of Directors has established March 13, 2000 as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
annual meeting and at any adjournments thereof. Only recordholders of the
common stock of GA Financial, Inc. as of the close of business on that date will
be entitled to vote at the annual meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any of
the foregoing proposals at the time of the annual meeting, the annual meeting
may be adjourned in order to permit further solicitation of proxies by GA
Financial, Inc. A list of stockholders entitled to vote at the annual meeting
will be available at GA Financial, Inc., 4750 Clairton Boulevard, Pittsburgh,
Pennsylvania, for a period of ten days prior to the annual meeting and will also
be available for inspection at the annual meeting itself.
By Order of the Board of Directors
/s/ Lawrence A. Michael
Lawrence A. Michael
Corporate Secretary
Pittsburgh, Pennsylvania
March 24, 2000
<PAGE>
GA FINANCIAL, INC.
____________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
_____________________
April 26, 2000
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of GA Financial,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company (the "Board of Directors") of proxies to be used at the
Annual Meeting of Stockholders (the "Meeting") to be held on April 26, 2000, at
10:00 a.m., at The Bradley House, 5239 Brownsville Road, Pittsburgh,
Pennsylvania 15236, and at any adjournments thereof. The 1999 Annual Report to
Stockholders, including the consolidated financial statements for the fiscal
year ended December 31, 1999, accompanies this proxy statement, which is first
being mailed to stockholders on or about March 24, 2000.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote
in the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxies will be voted
"FOR" the election of each of the nominees for directors named in this proxy
statement and "FOR" the ratification of KPMG LLP as independent auditors of the
Company for the fiscal year ending December 31, 2000.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy card, however,
confers on the designated proxyholders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares
are not registered in your own name, you will need appropriate documentation
from your recordholder to vote personally at the Meeting.
The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Georgeson
Shareholder Communications, Inc., a proxy solicitation firm, will assist the
Company in soliciting proxies for the Meeting and will be paid a fee of $3,000,
plus out-of-pocket expenses. Proxies may also be solicited personally or by
telephone or telegraph by directors, officers and regular employees of the
Company and its subsidiary, Great American Federal Savings and Loan Association
(the "Association"), without additional compensation therefor. The Company will
also request persons, firms and corporations holding shares in their names, or
in the names of their nominees, which are beneficially owned by others, to send
proxy material to, and obtain vote instructions from, such beneficial owners,
and will reimburse such holders for their reasonable expenses in doing so.
<PAGE>
Voting Securities
The securities which may be voted at the Meeting consist of shares of
common stock of the Company (the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting except as
described below. There is no cumulative voting for the election of directors.
The close of business on March 13, 2000 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of, and to vote at, the Meeting and
any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 6,012,059 shares.
As provided in the Company's Certificate of Incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as persons acting in concert with, such
person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or more of the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, directors are elected by a plurality of the votes
cast, without regard to either (i) broker non-votes, or (ii) proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.
As to the ratification of KPMG LLP as independent auditors of the Company,
by checking the appropriate box, a shareholder may: (i) vote "FOR" the item;
(ii) "ABSTAIN" from voting on such item; or (iii) vote "AGAINST" the item.
Under the Company's Certificate of Incorporation and Bylaws, unless otherwise
required by law, all other matters shall be determined by a majority of the
votes cast, without regard to either (a) broker non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board of Directors, who
will not be employed by, or be directors of, the Company or any of its
affiliates.
2
<PAGE>
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock on the Record Date, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "SEC"), in accordance with Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by such
persons and groups. Other than those persons listed below, the Company is not
aware of any person or group, as such term is defined in the Exchange Act, that
owns more than 5% of the Common Stock as of the Record Date.
<TABLE>
<CAPTION>
Number Percent
Name and Address of of of
Title of Class Beneficial Owner Shares Class
- --------------------------- ------------------------------------------ --------- -------
<S> <C> <C> <C>
Common Stock............... Great American Federal Savings and Loan 686,574(1) 11.4%
Association Employee Stock Ownership Plan
and Trust ("ESOP")
4750 Clairton Boulevard
Pittsburgh, Pennsylvania 15236
Common Stock............... Franklin Resources 423,500(2) 7.0%
777 Mariners Island Boulevard
San Mateo, California 94402
</TABLE>
___________________________
(1) First Bankers' Trust, N.A. has been appointed as the corporate trustee for
the ESOP ("ESOP Trustee"). The ESOP Trustee, subject to its fiduciary duty,
must vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. At December 31, 1999, 263,168 shares had
been allocated under the ESOP and 448,832 shares remain unallocated. Under
the ESOP, unallocated shares will be voted by the ESOP Trustee in a manner
calculated to most accurately reflect the instructions received from
participants regarding the allocated stock so long as such vote is in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
(2) Based on information disclosed in a Schedule 13G filed with the SEC on
January 24, 2000.
3
<PAGE>
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its Bylaws, the number of directors of the Company is set at
six (6) unless otherwise designated by the Board of Directors. Directors are
elected for staggered terms of three years each, with a term of office of only
one of the three classes expiring each year. Directors serve until their
successors are elected and qualified.
The two nominees proposed for election at the Meeting are John M. Kish and
Darrell J. Hess. Messrs. Kish and Hess are presently directors of the Company.
No person being nominated as a director is being proposed for election pursuant
to any agreement or understanding between any person and the Company.
In the event that any nominee is unable to serve or declines to serve for
any reason, it is intended that proxies will be voted for the election of the
balance of those nominees named and for such other persons as may be designated
by the present Board of Directors. The Board of Directors has no reason to
believe that any of the persons named will be unable or unwilling to serve.
Unless authority to vote for the directors is withheld, it is intended that the
shares represented by the enclosed proxy card, if executed and returned, will be
voted "FOR" the election of all nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to Nominees, Continuing Directors and Certain Executive
Officers
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and the Named Executive Officers, as defined
below, as well as their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each became a director of the Association, and
the year in which their terms (or in the case of nominees, their proposed terms)
as director of the Company expire. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and
Named Executive Officer and all directors and executive officers as a group as
of the Record Date.
<TABLE>
<CAPTION>
Name and Principal Expiration Shares of Common Ownership
Occupation at Present Director of Term as Stock Beneficially as a Percent
and for the Past Five Years Age Since(1) Director Owned(2) of Class
- --------------------------- --- ----------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Nominees:
John M. Kish 54 1983 2003 96,213(3)(4) 1.60%
Mr. Kish is Chairman of the
Boards of Directors and Chief
Executive Officer of the
Company and the Association.
Darrell J. Hess 67 1991 2003 42,000(5)(6) *
Mr. Hess is the owner of Dee Jay's
Hallmark Card and Gift Shop and
D.J. Hess Advertising, a
promotional product company.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Expiration Shares of Common Ownership
Occupation at Present Director of Term as Stock Beneficially as a Percent
and for the Past Five Years Age Since(1) Director Owned(2) of Class
- --------------------------- --- ----------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Continuing Directors:
Thomas M. Stanton...................... 57 1992 2001 27,130(5)(6) *
Mr. Stanton is a securities
supervisor for Mass Mutual, an
insurance and financial services
company.
Robert J. Ventura...................... 50 1998 2001 10,000(7)(8) *
Since October 1998,
Mr. Ventura has been an
independent acquisitions and
divestitures consultant. Prior to
October 1998, Mr. Ventura was
the director of acquisitions and
divestitures for Rockwell
International Corporation.
Thomas E. Bugel........................ 55 1988 2002 46,709(5)(6) *
Mr. Bugel is an owner and Vice
President of East Liberty Electro-
Plating Company.
David R. Wasik......................... 58 1990 2002 43,014(5)(6) *
Mr. Wasik is a partner and
supervisor of Savolskis-Wasik-
Glenn Funeral Home.
Named Executive Officers:
(who are not also directors)
Andrew R. Getsy........................ 61 -- -- 24,856(3)(4) *
Mr. Getsy was Vice President and
Treasurer of the Association from
September 1983 until his
retirement on January 28, 2000.
Raymond G. Suchta...................... 51 -- -- 61,074(3)(4) 1.02%
Mr. Suchta is Treasurer and
Chief Financial Officer of the
Company and has been Vice
President and Chief Financial
Officer of the Association since
1981.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Expiration Shares of Common Ownership
Occupation at Present Director of Term as Stock Beneficially as a Percent
and for the Past Five Years Age Since(1) Director Owned(2) of Class
- --------------------------- --- ----------- ---------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Todd L. Cover 39 -- -- 12,675(9)(10) *
Mr. Cover has been Executive
Vice President and Chief
Operating Officer of the
Association since 1998.
From 1996 to 1998, Mr. Cover
was President and Chief
Executive Officer of West
Milton State Bank, West Milton,
Pennsylvania. From 1990 to
1996, Mr. Cover was Senior
Vice President of Portage
National Bank, Portage,
Pennsylvania.
Stock ownership of all directors and -- -- -- 655,331(11) 10.90%
executive officers of the Company
and the Association as a group (14
persons).
</TABLE>
______________________________
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Association.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting and dispositive power as to shares
reported.
(3) Includes 27,000, 6,700 and 21,400 shares awarded to Messrs. Kish, Getsy and
Suchta, respectively, under the Amended and Restated GA Financial, Inc.
1996 Stock-Based Incentive Plan (the "Incentive Plan"). Such awards began
vesting in five equal annual installments on October 16, 1997. Each
participant presently has voting power as to the shares awarded.
(4) Includes 45,000, 15,000 and 30,000 shares subject to options granted to
Messrs. Kish, Getsy, and Suchta, respectively, under the Incentive Plan
which are currently exercisable. Does not include the remaining 30,000 and
20,000 shares subject to options granted to Messrs. Kish and Suchta,
respectively, under the Incentive Plan, which are not currently
exercisable.
(5) Includes 10,000 shares awarded pursuant to the Incentive Plan, which began
vesting in five equal annual installments on October 16, 1997, the voting
of which currently can be directed by the recipient.
(6) Includes 12,000 shares subject to options granted under the Incentive Plan
which are currently exercisable. Does not include the remaining 8,000
shares subject to options granted under the Incentive Plan, which are not
currently exercisable.
(7) Includes 5,000 shares awarded pursuant to the Incentive Plan, which began
vesting in five equal annual installments on April 29, 1999, the voting of
which currently can be directed by the recipient.
(8) Includes 4,000 shares subject to options granted under the Incentive Plan
which are currently exercisable or will become exercisable within sixty
(60) days. Does not include the remaining 6,000 shares subject to options
granted under the Incentive Plan which are not currently exercisable.
(9) Includes 8,000 shares awarded pursuant to the Incentive Plan, 2000 shares
of which vested on April 20, 1999, the voting of which currently can be
directed by the recipient.
(10) Includes 4,000 shares subject to options granted under the Incentive Plan
which are currently exercisable. Does not include the remaining 12,000
shares subject to options granted under the Incentive Plan which are not
currently exercisable.
(11) Includes a total of 163,840 shares awarded under the Incentive Plan as to
which voting may be directed and a total of 246,000 shares which may be
acquired through the exercise of stock options under the Incentive Plan
which are currently exercisable or will become exercisable within sixty
(60) days.
6
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as defined
in regulations promulgated by the SEC thereunder) and directors, and persons who
own more than ten percent (10%) of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than ten percent (10%) shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of copies of such reports of ownership
furnished to the Company, or written representations that no forms were
necessary, the Company believes that during the past fiscal year all filing
requirements applicable to its officers, directors and greater than ten percent
(10%) beneficial owners were complied with.
Meetings of the Board and Committees of the Board
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. The Board of Directors meets at least
on a quarterly basis and may have additional meetings as needed. During fiscal
1999, the Board of Directors of the Company held seven regular meetings. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's Board meetings held and committee meetings on which such
directors served during 1999. The Board of Directors of the Company maintains
committees, the nature and composition of which are described below:
Audit and Compliance Committee. The Audit and Compliance Committee of the
Company and Association consists of Messrs. Bugel, Hess and Wasik. The purpose
of the Audit and Compliance Committee is to review the Company's audit reports
and management's actions regarding the implementation of audit findings and to
review compliance with all relevant laws and regulations. This committee is also
responsible for making recommendations to the full Board of Directors regarding
the selection of the independent auditor. The committee met five times in 1999.
Personnel, Compensation and Benefits Committee. The Personnel,
Compensation and Benefits Committee consists of Messrs. Hess, Stanton and Wasik.
This committee is responsible for making recommendations to the full Board of
Directors on all matters regarding compensation and fringe benefits. The
committee met two times in 1999.
Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting consisted of Messrs. Bugel, Stanton, Ventura and Wasik. The
Nominating Committee considers and recommends the nominees for director to stand
for election at the Company's Annual Meeting of Stockholders. The Company's
Bylaws provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely written notice to the
Secretary of the Company. The stockholders' notice of nominations must contain
all information relating to the nominee which is required to be disclosed by the
Company's Bylaws and by the Exchange Act. See "Additional Information - Notice
of Business to be Conducted at an Annual Meeting." The Nominating Committee met
on January 25, 2000.
Directors' Compensation
Directors' Fees. Non-employee members of the Board of Directors of the
Company currently receive an annual retainer fee of $1,000 and a fee of $400 for
each Board meeting and a fee of $175 for each committee meeting attended.
However, directors of the Company do not receive Company Board meeting fees on
dates when an Association Board of Directors meeting is held.
7
<PAGE>
Non-employee directors of the Association are currently paid an annual
retainer of $16,800. Non-employee directors of the Association are also
currently paid a fee of $175 for committee meetings attended and a fee of $400
for each special meeting of the Board of Directors attended. The Association
also maintains one Director Emeritus position that is currently filled by Joseph
E. Bugel, the former Chairman of the Board of Directors who served with the
Association from 1939 to 1988 and the father of Director Thomas E. Bugel. Mr.
Bugel is paid an annual retainer of $6,000 and a fee of $400 for each Board of
Directors meeting which he attends.
Incentive Plan. Under the Incentive Plan maintained by the Company, each
member of the Board of Directors of the Company who is not an officer or
employee of the Company or the Association, with the exception of Mr. Ventura,
received non-statutory stock options to purchase 20,000 shares of Common Stock
at an exercise price of $12.75, the fair market value of the Common Stock on
October 16, 1996, the date the option was granted (with Dividend Equivalent
Rights attached, as discussed below), and stock awards for 10,000 shares of
Common Stock (collectively "Directors' Awards"). On April 29, 1998, Mr. Ventura
received non-statutory stock options to purchase 10,000 shares of Common Stock
at an exercise price of $19.76 per share, the fair market value of the Common
Stock on April 29, 1998. Mr. Ventura also received stock awards for 5,000
shares of Common Stock. The Dividend Equivalent Rights provide a separate cash
benefit equal to 100% of the amount of any extraordinary dividend (as defined in
the Incentive Plan) declared by the Company on shares of Common Stock subject to
an option. The Directors' Awards initially granted under the Incentive Plan
will vest over a five-year period, at a rate of 20% each year commencing on
October 16, 1997, the first anniversary of the date of the grant. All
unexercised options granted under the Incentive Plan expire 10 years following
the date of grant. Mr. Ventura's awards vest at a rate of 20% each year
commencing on April 29, 1999. All Directors' Awards will immediately vest upon
death, disability, a change in control of the Company or the Association or, at
the discretion of the committee administering the Incentive Plan, retirement.
Executive Compensation
The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
chief executive officer and the other executive officers of the Company. The
disclosure requirements for these executive officers include the use of tables
and a report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment of this
requirement, the Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.
Compensation Policies. The policies and objectives of the Compensation
Committee are designed to assist the Company in attracting and retaining
qualified executives, to recognize individual contributions towards achieving
strategic business initiatives and reward them for their achievement and to
closely align the financial interests of the executive officers with those of
its stockholders. In furtherance of these objectives, the Company and
Association maintain a compensation program for executives officers which
consists of both cash and equity based compensation.
8
<PAGE>
The Compensation Committee has discretion to recommend, relative to
performance and peer group comparisons, the base salaries of the executive
officers. The Compensation Committee recommends the level of annual salary for
the Chief Executive Officer, generally based upon a review of the performance of
the Chief Executive Officer and the Company during the prior year and
competitive data for that position. The Compensation Committee is then
responsible for recommending the base salaries of the remaining executive
officers.
In addition, in order to align the interests and performance of its
executive officers with the long-term interests of its stockholders, the Company
and the Association adopted plans which reward the executives for delivering
long-term value to the Company and the Association through stock ownership.
The compensation package available to executive officers is composed of the
following components:
(i) Base Salary;
(ii) Annual Cash Incentive Awards; and
(iii) Long Term Incentive Compensation, including Option and Stock
Awards.
Mr. Kish has an employment agreement which specifies a minimum base salary
and requires an annual review of such salary. In addition, Mr. Kish and all
other executive officers of the Company and the Association participate in other
benefit plans available to all employees including the Association's Employee
Stock Ownership Plan.
Base Salaries. The salary levels are intended to be consistent and
competitive with the practices of other comparable financial institutions and
each executives' level of responsibility. The Compensation Committee has
consulted with L.R. Webber Associates, Inc., an independent consulting firm, in
determining the compensation paid to executive officers performing similar
duties for depository institutions and their holding companies with particular
focus on the level of compensation paid by comparable institutions in
Pennsylvania and the Mid-Atlantic region.
Although the Compensation Committee's recommendations are discretionary and
no specific formula is used for decision making, salary increases are aimed at
reflecting the overall performance of the Company and the performance of the
individual executive officer.
Annual Cash Incentive Awards. As discussed under Base Salaries, cash
incentive awards are intended to be consistent with comparative practices of
other comparable financial institutions and each executive officer's level of
responsibility. Such awards are based on the Compensation Committee's
subjective determinations of the executive officer's performance during the year
in relation to the budgeted financial performance of the Company.
Long Term Incentive Compensation. The Company maintains the Incentive Plan
under which executive officers may receive grants and awards of Common Stock and
options to purchase Common Stock of the Company. The Compensation Committee
believes that stock ownership is a significant incentive in building shareholder
value and aligning the interests of employees with shareholders. As approved by
the Company's shareholders on October 16, 1996, all of the executive officers
received grants and awards of Common Stock and options to purchase Common Stock
which have vesting periods of 20% per year beginning one year from the date of
the respective grant. The exercise price of options granted was the market
value of the Common Stock on the date of shareholder approval. The value of
this component of compensation increases as the Common Stock of the Company
appreciates in value. The specific grants and awards for certain named
executive officers are reflected in the Summary Compensation Table.
9
<PAGE>
Chief Executive Compensation. The base compensation of John M. Kish,
Chairman and Chief Executive Officer of the Company, for fiscal 1999 was
$194,463. See the discussion under "Employment Agreements" for further
information regarding Mr. Kish's annual base salary.
Personnel, Compensation and Benefits Committee
Mr. Hess
Mr. Stanton
Mr. Wasik
10
<PAGE>
Stock Performance Graph. The following graph shows a comparison of
stockholder return on the Company's Common Stock based on the market price of
Common Stock assuming the reinvestment of dividends, with the cumulative total
returns for the companies on the American Stock Exchange Index and the SNL
Thrift Index for the period beginning on March 26, 1996, the day the Company's
Common Stock began trading, through December 31, 1999. The graph was derived
from a very limited period of time, and, as a result, may not be indicative of
possible future performance of the Company's Common Stock. The data was
supplied by SNL Securities, Inc., a data service provider for publicly traded
financial institutions.
Comparison of Cumulative Total Return Among the Company,
American Stock Exchange Index and SNL Thrift Index
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Period Ending
------------------------------------------------
Index 03/26/96 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GA Financial, Inc 100.00 134.33 171.78 145.63 129.86
Amex Major Market Index 100.00 116.34 148.74 179.20 211.02
SNL Thrift Index 100.00 129.41 220.20 193.67 158.20
</TABLE>
11
<PAGE>
Summary Compensation Table. The following table shows, for the years
ended December 31, 1999, 1998 and 1997, the cash compensation paid by the
Company and Association, as well as certain other compensation paid or accrued
for those years, to the Chief Executive Officer of the Company and the
Association and the four highest paid executive officers of the Company and the
Association, who earned and/or received salary and bonus in excess of $100,000
in fiscal year 1999 ("Named Executive Officers").
<TABLE>
<CAPTION>
Long term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
------------------------------------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Compensation Awards Options/SARs Payouts Compensation
Positions Year Salary($) Bonus($) ($)(2) ($) (#) ($)(3) ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John M. Kish 1999 $194,463 - - - - None $ 5,522
Chairman of the Board and 1998 175,048 - - - - None 36,744
Chief Executive Officer 1997 111,240 - - - - None 40,849
of the Company and the
Association
John G. Micenko (5) 1999 $145,184 - - - - None $542,838
Former Director and 1998 226,343 - - - - None 92,028
President of the Company 1997 211,603 - - - - None 92,214
and the Association
Andrew R. Getsy 1999 $134,635 - - - - None $ 5,066
Vice President and 1998 134,826 - - - - None 39,179
Treasurer of the 1997 125,291 - - - - None 49,774
Association
Raymond G. Suchta 1999 $120,353 - - - - None $ 3,965
Treasurer and Chief 1998 118,654 - - - - None 29,499
Financial Officer of the 1997 96,246 - - - - None 42,835
Company and Chief
Financial Officer of the
Association
Todd L. Cover 1999 $126,493 - - - - None $ 1,565
Executive Vice
President and Chief
Operating Officer of
the Association
</TABLE>
________________________
(1) The column titled "Bonus" consists of board approved discretionary cash
bonuses. See "Compensation Committee Report on Executive Compensation."
(2) For 1999, there were no (a) perquisites over the lesser of $50,000 or 10%
of the individual's total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation; (d) tax payment reimbursements; nor (e) preferential
discounts on stock.
(3) For 1999, 1998 and 1997, there were no payouts or awards under any long-
term incentive plan.
(4) Other compensation includes the $538,482 lump sum payment made to Mr.
Micenko, and Mr. Micenko's accelerated vesting of 38,000 stock options and
11,000 shares of restricted stock in connection with his retirement on
September 1, 1999. Other compensation also includes a taxable fringe
benefit group life insurance, employer contributions to the Association's
401(k) plan, contributions to the Association's non-qualified Supplemental
Executive Retirement Plan ("SERP"), and grants of common stock pursuant to
the Association's ESOP. In 1998, the Board voted to terminate the SERP.
During fiscal 1999, Messrs. Kish, Getsy, Suchta and Cover received
contributions of $659, $1,027, $354 and $201, respectively, under the group
life insurance. Contributions to Messrs. Kish, Getsy, Suchta and Cover
during fiscal 1999 pursuant to the 401(k) plan were $4,863, $4,039, $3,611
and $1,364, respectively. For 1999, other compensation does not reflect
accruals for Messrs. Kish, Micenko, Getsy, Suchta and Cover under the
Association's ESOP, since those amounts are not determinable as of the date
of this Proxy Statement.
(5) Mr. Micenko retired on September 1, 1999.
12
<PAGE>
Compensation Arrangements
Employment Agreements. The Association and the Company entered into
employment agreements with Messrs. Kish and Micenko (individually, the
"Executive"). These employment agreements were intended to ensure that the
Association and the Company would be able to maintain a stable and competent
management base. Mr. Micenko retired from the Company and the Association on
September 1, 1999, fulfilling his employment agreements. In connection with his
retirement and termination of his employment agreements, Mr. Micenko received a
lump sum payment of $538,482 less applicable taxes. Mr. Micenko also received
accelerated vesting of the 38,000 stock options granted under the Incentive
Plan, and the 11,000 shares of restricted stock under the Incentive Plan. The
continued success of the Association and the Company depends to a significant
degree on the skills and competence of Mr. Kish.
The employment agreements provide for a three-year term for Mr. Kish. The
Association employment agreement provides that, commencing on the first
anniversary date and continuing each anniversary date thereafter, the Board of
the Association may extend the agreement for an additional year so that the
remaining term shall be three years, unless the Executive elects not to extend
the term of this agreement by giving written notice or written notice of non-
renewal is given by the Board of the Association after conducting a performance
evaluation of the Executive. The terms of the Company employment agreement are
also extended on an annual basis unless the Executive elects not to extend the
term of this agreement by giving written notice or written notice of non-renewal
is given by the Board of the Company. The agreements provide that the
Executive's base salary will be reviewed annually. The base salary of Mr. Kish
as Chief Executive Officer of the Company and the Association is $215,000. In
addition to the base salary, the agreements provide for, among other things,
participation in stock benefit plans and other fringe benefits applicable to
executive personnel.
The agreements provide for termination by the Association or the Company
for cause as defined in the agreements at any time. In the event the
Association or the Company chooses to terminate the Executive's employment for
reasons other than for cause, or in the event of the Executive's resignation
from the Association and the Company upon: (i) failure to re-elect the
Executive to his current offices; (ii) a material change in the Executive's
functions, duties or responsibilities; (iii) a relocation of the Executive's
principal place of employment by more than 25 miles; (iv) a material reduction
in the benefits and perquisites to the Executive; (v) liquidation or dissolution
of the Association or the Company; or (vi) a breach of the agreement by the
Association or the Company, the Executive or, in the event of Executive's
subsequent death, his beneficiary, beneficiaries or estate, as the case may be,
would be entitled to receive an amount equal to the remaining base salary
payments due to the Executive and the contributions that would have been made on
the Executive's behalf to certain benefit plans of the Association or the
Company during the remaining term of the agreement. The Association and the
Company would also continue and pay for the Executive's life, health and
disability coverage for the remaining term of the agreement. Upon any
termination of the Executive, the Executive is subject to a one year non-
competition agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Association or the Company (as defined in the
employment agreements), the Executive or, in the event of the Executive's death,
his beneficiary, would be entitled to a severance payment equal to the greater
of: (i) the payments due for the remaining term of the agreement; or (ii) three
times the average of the five preceding taxable years' annual compensation. The
Association and the Company would also continue the Executive's life, health,
and disability coverage for thirty-six months. Notwithstanding that both
agreements provide for a severance payment in the event of a change in control,
the Executive would only be entitled to receive a severance payment under one
agreement. Based solely on the compensation reported in the
13
<PAGE>
Summary Compensation Table for 1999 in the case of Mr. Kish and excluding any
benefits under any employee plan which may be payable, following a change in
control and termination of employment Mr. Kish would receive severance payments
in the amount of approximately $583,389.
Payments under the employment agreements in the event of a change in
control may constitute some portion of an excess parachute payment under Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") for executive
officers, resulting in the imposition of an excise tax on the recipient and
denial of the deduction for such excess amounts to the Company and the
Association.
Payments to the Executive under the Association's agreement will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Association. Payment under the Company's agreement would be made by the
Company. All reasonable costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to the agreements
shall be paid by the Association or Company, respectively, if the Executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement. The employment agreements also provide that the Association and
Company shall indemnify the Executive to the fullest extent allowable under
federal and Delaware law, respectively.
Change in Control Agreements. For similar reasons as with the employment
agreements, the Association and/or the Company have entered into change in
control agreements with Messrs. Suchta and Cover (collectively, the
"Executives"). Each change in control agreement provides for a two year term.
Commencing on the date of the execution of the Company's change in control
agreement, the term shall be extended for one day each day until such time as
the Board of Directors of the Company or the Executive elects by written notice
not to extend the term, at which time the change in control agreement will end
on the second anniversary of the date of notice. The Company's change in
control agreement provides that at any time following a change in control of the
Association or the Company (as defined in the agreement), if the Company
terminates the Executive's employment for any reason other than cause, or if the
Executive terminates his or her employment following demotion, loss of title,
office or significant authority, a reduction in compensation, or relocation of
the principal place of employment of more than 25 miles, the Executive, or in
the event of Executive's subsequent death, Executive's beneficiary or
beneficiaries or estate, as the case may be, would be entitled to a sum equal to
two (2) times the Executive's annual compensation, including bonuses, cash and
stock compensation and other benefits for the preceding twelve months. The
Company would also continue the Executive's life, medical and disability
coverage for twenty-four (24) full calendar months from the date of termination.
The Association's change in control agreement is similar to that of the Company,
with the exception that such agreement may be extended on an annual basis by the
Association and is subject to certain other limitations imposed by federal
regulation. Payments to the Executive under the Association's change in
control agreement will be guaranteed by the Company in the event that payments
or benefits are not paid by the Association. Based solely on the Compensation
reported in the Summary Compensation Table for 1999 and excluding any benefits
under any employee plan which may be payable, following a change in control and
termination of employment, Messrs. Suchta and Cover would receive a severance
payment in the amount of approximately $240,706 and $252,986, respectively.
Payments under the change in control agreements in the event of a change in
control may constitute some portion of an excess parachute payment under Section
280G of the Code for executive officers, resulting in the imposition of an
excise tax on the recipient and denial of the deduction for such excess amounts
to the Company and the Association.
14
<PAGE>
Incentive Plan. The Company maintains the Incentive Plan, which provides
discretionary awards of options to purchase Common Stock, option-related awards
and awards of Common Stock (collectively, "Awards") to officers, directors and
key employees as determined by a committee of the Board of Directors. Awards of
Common Stock to officers, directors and key employees is provided under
"Restricted Stock Awards" in the "Summary Compensation Table." No options were
granted under the Incentive Plan to the Named Executive Officers in fiscal 1999.
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers as of December 31, 1999. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year end price of the Common
Stock.
Fiscal Year-End Option/SAR Value
<TABLE>
<CAPTION>
Value of
Number Unexercised
of Securities in-the-money
Underlying Unexercised Options, SARs
Options/SARs at Fiscal Year-
Name at Fiscal Year-End(#)(1) End($)(2)(3)
- ------------------ -------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John M. Kish 45,000 30,000 $22,500 $15,000
Andrew R. Getsy 15,000 -- 7,500 --
Raymond G. Suchta 30,000 20,000 15,000 10,000
Todd L. Cover 4,000 12,000 -- --
</TABLE>
____________________
(1) The options in this table have an exercise price of $12.75, except for Mr.
Cover's options, whose exercise price is $21.99.
(2) The price of the Common Stock on December 31, 1999 was $13.25.
(3) Based on the market value of the underlying Common Stock at fiscal year
end, minus the exercise price.
15
<PAGE>
Retirement Plan. On October 1, 1999, the Association withdrew its
participation in the Financial Institutions Retirement Plan, administered by the
Pentegra Group, which is a defined benefit pension plan (the "Retirement Plan").
As discussed below, the Retirement Plan was modified as of July 1, 1996. For a
portion of 1999, eligible officers of the Association participated in the
Retirement Plan.
The following table indicates the annual retirement benefit payable under
the current terms of the Retirement Plan upon retirement at age 65 to those
participants who were not participants in the Retirement Plan as of July 1, 1996
and who elect to receive their retirement benefits in the standard form of
benefit, assuming various specified levels of plan compensation and various
specified years of credited service expressed in the form of a ten year certain
and life annuity. The benefits listed in the table below are based upon salary
only and are not subject to any social security adjustment. The following table
includes benefits under the current terms of the Retirement Plan.
<TABLE>
<CAPTION>
High-5 10 Years 15 Years 20 Years 25 Years 30 Years
Average Benefit Benefit Benefit Benefit Benefit
Compensation Service Service Service Service Service
- ------------------ ----------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
$ 20,000 $ 2,400 $ 3,600 $ 4,800 $ 6,000 $ 6,000
30,000 3,600 5,400 7,200 9,000 9,000
50,000 6,000 9,000 12,000 15,000 15,000
75,000 9,000 13,500 18,000 22,500 22,500
100,000 12,000 18,000 24,000 30,000 30,000
150,000 18,000 27,000 36,000 45,000 45,000
200,000 24,000 36,000 48,000 60,000 60,000
250,000 30,000 45,000 60,000 75,000 75,000
</TABLE>
____________________
(1) The maximum amount of annual compensation which can be considered in
computing benefits under Section 401(a)(17) of the Code was $160,000 for
1999 and is $170,000 for 2000.
16
<PAGE>
Effective July 1, 1996, in conjunction with the Association's adoption of a
savings plan qualified under Section 401(k) of the Code (the "401(k) Plan") and
the ESOP, the Association modified the Retirement Plan from a self-administered
defined benefit plan with a 60 percent, High-3 formula and a 25 year target
service minimum to a defined benefit plan with a 30 percent, High-5 formula and
a 25 year target service minimum. As a result, participants in the Retirement
Plan as of July 1, 1996 will effectively receive a benefit under the Retirement
Plan equal to the greater of: (i) the amount of benefit payable under the
Retirement Plan prior to modification or (ii) the amount of benefit payable
under the terms of the modified terms of the Retirement Plan. The following
table indicates the annual retirement benefit payable to participants upon
retirement at age 65 who elect to receive their retirement benefit in the
standard form of benefit, assuming various specified levels of plan compensation
and various specified years of credited service, under the Retirement Plan prior
to its modification. The benefits listed in the retirement tables are based
upon salary only and are not subject to any Social Security adjustment. The
table below sets forth estimated annual pension benefits for individuals at age
65 as of the June 30, 1996 accrued benefit date.
<TABLE>
<CAPTION>
High-3 10 Years 15 Years 20 Years 25 Years 30 Years
Average Benefit Benefit Benefit Benefit Benefit
Compensation Service Service Service Service Service
- ------------------ ----------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
$ 25,000 $ 6,000 $ 9,000 $ 12,000 $ 15,000 $ 15,000
50,000 12,000 18,000 24,000 30,000 30,000
75,000 18,000 27,000 36,000 45,000 45,000
100,000 24,000 36,000 48,000 60,000 60,000
125,000 30,000 45,000 60,000 75,000 75,000
150,000 36,000 54,000 72,000 90,000 90,000
175,000 42,000 63,000 84,000 105,000 105,000
200,000 48,000 72,000 96,000 120,000 120,000
250,000 60,000 90,000 120,000 150,000 150,000
</TABLE>
____________________
(1) The maximum amount of annual compensation which can be considered in
computing benefits under Section 401(a)(17) of the Code was $160,000 for
1999 and is $170,000 for 2000.
The following table sets forth the years of credited service (i.e., benefit
service) as of September 30, 1999 for each Named Executive Officer.
<TABLE>
<CAPTION>
Credited Service
---------------------
Years Months
----- ------
<S> <C> <C>
John M. Kish..................... 2 6
John G. Micenko.................. 36 2
Andrew R. Getsy.................. 31 3
Raymond G. Suchta................ 17 3
Todd L. Cover.................... 0 5
</TABLE>
17
<PAGE>
Transactions With Certain Related Persons
The Association's past policy provided that all loans made by the
Association to its directors and executive officers ("insiders") be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features. The Financial Institutions Recovery, Reform and Enforcement Act of
1989 ("FIRREA"), subjected the Association to the restrictions of Section 22(g)
and (h) of the Federal Reserve Act and Regulation O promulgated thereunder.
Prior to FIRREA, the Association made loans to executive officers with
discounted interest rates. Recent legislation has created an exception to this
lending prohibition which allows the Association to extend the same lending
terms to insiders as are widely available to all employees within certain
limits. In November 1998, the Association revised its policy to allow insiders
to be eligible to receive the same discounted interest rate that is available to
all employees.
As of December 31, 1999, the Association has $995,662 of loans to executive
officers or directors. With the exception of the loans presented in the table
below, all loans to the Association's executive officers and directors were made
by the Association in the ordinary course of business, on substantially the same
terms, including interest rates and collateral prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present unfavorable features. Set forth below
is certain information as of December 31, 1999, with respect to loans made by
the Association on preferential terms to executive officers and directors of the
Company and their affiliates which in the aggregate exceeded $60,000 at any time
since January 1, 1999. At the time of origination of the loans as set forth
below, preferential loan rates were available for all full-time employees. The
rates on such loans are equal to the Association's cost of funds rounded to the
next quarter (but in no event less than 6.25%) and such preferential interest
rates remain in effect as long as the employee maintains full-time status.
<TABLE>
<CAPTION>
Largest Balance
Amount as of Interest Rate
Date Maturity Date Outstanding Since December as of December Type of
Name and Position of Loan of Loan January 1, 1999 31, 1999 31, 1999 Loan
- ----------------- ------- ------- --------------- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
John M. Kish, 03/08/99 04/01/14 $160,000 $ 147,868 6.25% Mortgage
Chairman of the Board and
Chief Executive Officer of
the Company and the
Association
Darrell J. Hess, 02/09/99 11/01/11 $139,000 $ 133,153 6.25% Mortgage
Director of the Company
and the Association
Todd L. Cover, 09/16/98 10/01/28 $207,551 $ 202,985 6.25% Mortgage
Executive Vice President
and Chief Operating
Officer of the Association
Raymond G. Suchta, 01/09/87 06/01/17 $ 91,357 $ 81,985 6.50% Mortgage
Chief Financial Officer and
Treasurer of the Company
and Vice President of the
Association
Wayne A. Callen, 11/18/86 06/01/17 $104,437 $ 101,208 7.00% Mortgage
Vice President of the
Association
</TABLE>
18
<PAGE>
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP to be its independent
auditors for the 2000 fiscal year, subject to the ratification by stockholders.
Representatives of KPMG LLP will be present at the Meeting. They will be
given an opportunity to make a statement if they so desire to do so and will be
available to respond to appropriate questions from stockholders present at the
Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
will be voted "FOR" ratification of the appointment of KPMG LLP as the
independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 2001, a stockholder proposal
must be received by the Secretary of the Company at the address set forth in the
Notice of Annual Meeting of Stockholders, not later than November 25, 2000. Any
such proposal will be subject to Rule 14a-8 of the Rules and Regulations under
the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an annual meeting, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. In order for
the notice of a stockholder proposal for consideration at the Company's 2001
Annual Meeting of Stockholders to be timely, the Company would have to receive
such notice no later than January 26, 2001 assuming the 2001 annual meeting is
held on April 26, 2001 and that the Company provides at least 100 days notice or
public disclosure of the date of the annual meeting. The notice must include
the stockholder's name and address, as it appears on the Company's record of
stockholders, a brief description of the proposed business, the reason for
conducting such business at the annual meeting, the class and number of shares
of the Company's common stock that are beneficially owned by such stockholder
and any material interest of such stockholder in the proposed business. In the
case of nominations to the Board, certain information regarding the nominee must
be provided. Nothing in this paragraph shall be deemed to require the Company
to include in its proxy statement and proxy relating to an annual meeting any
stockholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
19
<PAGE>
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.
A copy of the Form 10-K (without exhibits) for the year ended December 31,
1999, as filed with the Securities and Exchange Commission will be furnished
without charge to stockholders of record upon written request to Raymond G.
Suchta, Chief Financial Officer, GA Financial, Inc., 4750 Clairton Boulevard,
Pittsburgh, Pennsylvania 15236.
By Order of the Board of Directors
/s/ Lawrence A. Michael
Lawrence A. Michael
Corporate Secretary
Pittsburgh, Pennsylvania
March 24, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
20
<PAGE>
REVOCABLE PROXY
GA FINANCIAL, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000
10:00 a.m. Eastern Time
The undersigned hereby appoints the official proxy committee of the
Board of Directors of GA Financial, Inc. (the "Company"), each with full power
of substitution, to act as proxies for the undersigned, and to vote all shares
of Common Stock of the Company which the undersigned is entitled to vote only
at the Annual Meeting of Shareholders, to be held on April 26, 2000, at 10:00
a.m., Eastern Time, at The Bradley House, 5239 Brownsville Road, Pittsburgh,
Pennsylvania 15236, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if personally present at such meeting, as
follows:
With- For All
For hold Except
1. The election as directors of all nominees [ ] [ ] [ ]
listed (except as marked to the contrary below)
Darrell J. Hess John M. Kish
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
___________________________________________________________________________
For Against Abstain
2. The ratification of the appointment of KPMG LLP [ ] [ ] [ ]
as independent auditors of GA Financial, Inc. for
the fiscal year ending December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted "FOR" each of the
proposals listed. If any other business is presented at the Annual Meeting,
including whether or not to adjourn the meeting, this proxy will be voted by
those named in this proxy in their best judgment. At the present time, the
Board of Directors knows of no other business to be presented at the Annual
Meeting.
Please be sure to sign and date
this Proxy in the box below. ______________________________
Date
_________________________________ ______________________________
Shareholder sign above Co-holder (if any) sign above
- --------------------------------------------------------------------------------
Detach above card, date, sign and mail in postage paid envelope provided.
GA FINANCIAL, INC.
The above signed acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of the Annual Meeting of Shareholders and of a Proxy
Statement dated March 24, 2000 and of the Annual Report to Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
