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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Greater Atlantic Financial Corp.
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(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
391601 10 1
-----------------------------------------
(CUSIP Number)
Ralph Ochsman, 1650 Tysons Boulevard, Suite 620, McLean, Virginia 72102
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 28, 1999
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(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 ss.ss.240.13(d)-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box |_|.
SEC 300 (07-98)
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SCHEDULE 13D
CUSIP No. 391601 10 1
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ralph Ochsman ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 238,597 common stock 13,334 warrants (exercisable)
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 238,597 common stock 13,334 warrants (exercisable)
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,931 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
8.3%
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14 TYPE OF REPORTING PERSON
IND
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Item 1. SECURITY AND ISSUER.
--------------------
This Statement relates to the Common Stock, par value $.01 per share ("Common
Stock"), of GREATER ATLANTIC FINANCIAL CORP. (the "Issuer") which is a
corporation organized under the laws of Delaware, with its principal executive
office located at 10700 Parkridge Boulevard, Reston, Virginia 20191.
Item 2. IDENTITY AND BACKGROUND.
------------------------
This Statement is filed on behalf of Ralph Ochsman (hereinafter referred to as
(the "Reporting Person"), a citizen of the United States whose business address
is 1650 Tysons Boulevard, Suite 620, McLean, Virginia 22102. The principal
occupation of the Reporting Person is builder- developer of real estate. The
Reporting Person has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors). The
Reporting Person has not, during the last five years, been a party to any 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 thereto.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
As of the date hereof, the Reporting Person owns 238,597 shares of Common Stock
and has presently exercisable warrants to purchase an additional 13,334 shares
of Common Stock. Of the 238,597 shares of Common Stock owned by the Reporting
Person, 105,263 were purchased in the initial public offering of the issuer on
June 24, 1999, and 133,334 were purchased on July 10, 1997, in a non-public
offering.
The aggregate cost of the Common Stock owned by the Reporting Person as of the
date hereof was approximately $2.0 million. Except as hereinafter indicated, the
funds used by the Reporting Person to purchase the Common Stock have been, and
it is expected that funds used by him to purchase additional shares of Common
Stock, if additional shares are purchased by him (See Item 4, hereof), will be
personal funds of the Reporting Person.
Item 4. PURPOSE OF TRANSACTION.
-----------------------
The Reporting Person's acquisition of Shares of Common Stock is for the purpose
of investment. Except as described above, the Reporting Person does not have any
present plan or proposal which relates to or would result in: (a) the
Acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws
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or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized or quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g) (4) of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above.
The Reporting Person may acquire additional shares of Common Stock but only
through purchases from time to time in the open market at prices prevailing in
the market at the time of such purchases or through privately negotiated
transactions at prices which may or may not be related to prices prevailing in
the open market at the time of such purchases, or by a combination of open
market and privately negotiated transactions and the exercise of warrants. The
Reporting Person does not intend to make a tender offer for shares of Common
Stock. The Reporting Person's acquisition of additional shares of Common Stock
is, in all cases, subject to the availability of shares at prices deemed by him
to be reasonable and consistent with prudent investment criteria and to general
economic circumstances. As prices and economic factors are not expected to be
static, there can be no assurances that the Reporting Person will purchase
additional shares of Common Stock or that he will be purchasing shares at any
given time; nor can there be any prediction regarding the number of shares of
Common Stock that he will own at any given time or from time to time.
The Reporting Person reserves the right to sell or otherwise dispose of any or
all the shares of Common Stock he owns at any time or from time to time,
although he does not currently intend to or anticipate that he will sell any of
the Common Stock owned by him.
The Reporting Person currently has no understanding or agreement with any person
regarding the acquisition of Common Stock in a privately negotiated transaction.
Further, any such acquisition of Common Stock will, as set forth above, be
primarily subject to price and other economic considerations and, as price and
other economic factors are beyond his control, the Reporting Person cannot
predict whether or when he will acquire additional Common Stock or attain any
given level of investment in the Issuer
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) As of the date hereof, the Reporting Person owns shares of Common Stock and
presently exercisable warrants to purchase Common Stock, which constitutes
approximately 8.3% of the 3,020,768 shares which he believes to be the total
number of shares of Common Stock presently outstanding.
(b) The Reporting Person has sole power to vote and dispose of the Common Stock
owned by him.
(c) Information with respect to all transactions in Common Stock effected by the
Reporting Person during the 60-day period ended July 9, 1999, is set forth as
follows:
105,263 shares purchased in the Issuer's initial public offering on
June 24,
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1999, at $9.50 per share.
Item 6. CONTRACT ARRANGEMENTS. UNDERSTANDING OR
----------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
-------------------------------------------------------
There are no contracts, arrangements, understandings or relationships between
the Reporting Person and other persons with respect to the shares of the Issuer
presently owned by the Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
None.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is correct.
Date: August 10, 1999 /s/ Ralph Ochsman
-------------------------
Ralph Ochsman
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