<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GREATER ATLANTIC FINANCIAL CORP.
--------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
George W. Murphy, Jr., Muldoon, Murphy & Faucette LLP
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(1) and 0-11
1) Title of each class of securities to which transaction applies:
................................................................
2) Aggregate number of securities to which transaction applies:
................................................................
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):
................................................................
4) Proposed maximum aggregate value of transaction:
................................................................
5) Total fee paid:
................................................................
<PAGE> 2
[ ] 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:
............................................
2) Form, Schedule or Registration Statement No.:
............................................
3) Filing Party:
............................................
4) Date Filed:
............................................
<PAGE> 3
GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD
RESTON, VIRGINIA 20191
(703) 391-1300
February 16, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") to be
held at the Key Bridge Marriott, 1401 N. Lee Highway, Arlington, Virginia, on
Tuesday, March 14, 2000, at 10:00 a.m.
As described in the enclosed Proxy Statement, the election of two
directors, an amendment to the Company's 1997 Stock Option and Warrant Plan and
the ratification of the appointment of auditors for fiscal year 2000 are
scheduled to be presented for stockholder action at the Annual Meeting. There
will also be a report on the operations of the Company.
Detailed information concerning the financial condition of the Company and
the results of operations for the fiscal year ended September 30, 1999, is
contained in the 1999 Annual Report to Stockholders which accompanies the Proxy
Statement. Directors and officers of the Company as well as representatives of
the Company's independent auditors will be present to respond to any questions
which stockholders may have.
The Board of Directors of the Company has determined that approval of the
matters to be considered at the meeting is in the best interests of the Company
and its stockholders. For the reasons set forth in the Proxy Statement, the
Board unanimously recommends a vote "FOR" each matter to be considered.
We hope you will be able to attend the Annual Meeting in person. Whether
or not you expect to attend, we urge you to sign, date and return the enclosed
proxy card so that your shares will be represented.
On behalf of the Board of Directors and all of the employees of the
Company, I wish to thank you for your support and interest. I look forward to
seeing you at the Annual Meeting.
Sincerely,
/s/ Carroll E. Amos
Carroll E. Amos
President and Chief Executive Officer
<PAGE> 4
GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE 450
RESTON, VIRGINIA 20191
-------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 14, 2000
-------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Greater Atlantic Financial Corp. (the "Company") will be
held at the Key Bridge Marriott, 1401 N. Lee Highway, Arlington, Virginia, on
Tuesday, March 14, 2000, at 10:00 a.m. Eastern time.
A Proxy Statement and proxy card for the Annual Meeting are enclosed. The
Annual Meeting is being held for the purpose of considering and voting upon the
following matters:
1. The election of two directors for terms of three years, each;
2. Consideration of an amendment to the Greater Atlantic Financial
Corp. 1997 Stock Option and Warrant Plan to increase the number of
options available for grant under that Plan from 76,667 to 225,000;
3. The ratification of the appointment of BDO Seidman, LLP as
independent auditors of the Company for the fiscal year ending
September 30, 2000; and
4. Such other matters as may properly come before the meeting, and at
any adjournments thereof.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
February 9, 2000, as the voting record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. Only holders of the common stock of the Company as of the close of
business on that date will be entitled to notice of and 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 the Company. A list of stockholders entitled
to vote at the Annual Meeting will be available at 10700 Parkridge Boulevard,
Suite 450, Reston, Virginia 20191 for a period of ten days prior to the Annual
Meeting and will also be available for inspection at the Annual Meeting.
By Order of the Board of Directors
/s/ Laurel L. Mitchell
Laurel L. Mitchell
Secretary
Reston, Virginia
February 16, 2000
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 5
GREATER ATLANTIC FINANCIAL CORP.
10700 PARKRIDGE BOULEVARD, SUITE 450
RESTON, VIRGINIA 20191
(703) 391-1300
------------------------------------------
PROXY STATEMENT
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 14, 2000
------------------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to stockholders of Greater
Atlantic Financial Corp. (the "Company") in connection with the solicitation of
proxies by the Board of Directors for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held on Tuesday, March 14, 2000, at 10:00 a.m.,
Eastern time, at the Key Bridge Marriott, 1401 N. Lee Highway, Arlington,
Virginia, and at any adjournments thereof. The 1999 Annual Report to
Stockholders, containing the consolidated financial statements for the fiscal
year ended September 30, 1999, and a proxy card accompany this Proxy Statement
which is first being mailed to stockholders on or about February 16, 2000.
Regardless of the number of shares of common stock owned, it is important
that stockholders be represented by proxy or be present in person at the Annual
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 the way they wish to 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 THEREON. WHERE NO
INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED FOR THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT, FOR THE
AMENDMENT OF THE COMPANY'S 1997 STOCK OPTION AND WARRANT PLAN TO INCREASE THE
NUMBER OF OPTIONS AVAILABLE FOR GRANT FROM 76,667 TO 225,000, AND FOR THE
RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2000.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
1
<PAGE> 6
A proxy may be revoked at any time prior to its exercise by filing 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
Annual 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 Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail,
telephone, or telegraph by the Company's directors, officers and regular
employees, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at this Annual Meeting consist of shares
of common stock of the Company, par value $.01 per share (the "Common Stock"),
with each share entitling its owner to one vote on each matter to be voted on at
the Annual Meeting. There is no cumulative voting for the election of directors.
The close of business on February 9, 2000, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of the Company's Common Stock
outstanding on the Record Date was 3,007,434 shares.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding and entitled to vote is necessary
to constitute a quorum at the Annual Meeting. In the event there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented, at the time of the Annual Meeting, the Annual 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
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 other matters that may properly come before the Annual Meeting, by
checking the appropriate box, a shareholder may: (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) ABSTAIN from voting on such item. Under the
Company's Certificate of Incorporation and Bylaws, other matters shall be
determined by a majority of the votes cast affirmatively or
2
<PAGE> 7
negatively, without regard to (a) broker non-votes, or (b) proxies marked
"ABSTAIN" as to that matter unless otherwise required by law.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board, who will not be
employed by, or be a director of, the Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups owning in excess of five percent of the Company's
Common Stock are required to file certain reports regarding such ownership with
the Company and with the Securities and Exchange Commission ("SEC"), in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act"). The
following table sets forth information regarding persons known to be beneficial
owners of more than five percent of the Company's outstanding Common Stock as of
February 9, 2000.
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- -------------- ------------------- ------------ -----
Common Stock William Calomiris 357,895 shares(2) 11.9%
1112 16th Street, N.W.
Washington, D.C. 20036
Common Stock Robert I. Schattner, DDS 395,229 shares(3) 13.1%
5901 Montrose Road
Rockville, MD 20852
Common Stock Ralph Ochsman 238,597 shares(4) 7.9%
1650 Tysons Boulevard
McLean, VA 22102
- -----------------
(1) Does not include presently exercisable warrants to purchase 36,667, 20,000
and 13,334 shares granted, respectively, to Messrs. Calomiris, Schattner
and Ochsman under the Greater Atlantic Financial Corp. 1997 Stock Option
Plan.
(2) The information furnished is derived from a Schedule 13D filed by William
Calomiris on July 12,1999.
(3) The information furnished is derived from a Schedule 13D filed by Ralph
Ochsman on July 12, 1999, as amended on August 10, 1999.
(4) The information furnished is derived from a Schedule 13D filed by Robert
I. Schattner on July 12, 1999, as amended on January 11, 2000.
3
<PAGE> 8
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 2. ELECTION OF DIRECTORS
The Board of Directors currently consists of seven directors and is
divided into three classes. Each of the seven members of the Board of Directors
of the Company also serves on the Board of Directors of Greater Atlantic Bank
(the "Bank"). Directors are elected for classified terms of three years, each,
with the term of office of only one class of directors expiring in each year.
Directors serve until their successors are elected and qualified.
The names of the two nominees for election to the Board of Directors are
set forth below, along with certain other information concerning such
individuals and the other members of the Board as of February 4, 2000.
Management believes that such nominees will stand for election and will serve if
elected as directors. However, if any person nominated by the Board of Directors
fails to stand for election or is unable to accept election, the proxies will be
voted for the election of such other person as the Board of Directors may
recommend. 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 ALL NOMINEES NAMED
IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND
EXECUTIVE OFFICERS
The following table sets forth, as of February 9, 2000, the names of the
nominees, the continuing directors, and the executive officers of the Company 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 Company and the year in
which his term as director of the Company expires. This table also sets forth
the amount of Common Stock and the percent thereof beneficially owned as of the
Record Date by each director and all directors and executive officers as a group
as of the Record Date.
4
<PAGE> 9
<TABLE>
<CAPTION>
EXPIRATION SHARES OF
NAME AND PRINCIPAL OF COMMON STOCK OWNERSHIP AS
OCCUPATION AT PRESENT DIRECTOR TERM AS BENEFICIALLY A PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(1) CLASS
----------------------- --- -------- -------- -------- -----
NOMINEES:
<S> <C> <C> <C> <C> <C>
Paul J. Cinquegrana is a Vice 58 1997 2000 41,734 shares(2) 1.39%
President and the Managing Director
of the Fixed Income Department of
Johnston, Lemon & Co., Inc., a stock
and bond brokerage firm.
Jeffrey W. Ochsman is an attorney 47 1999 2000 500 shares *
and partner of the law firm of
Friedlander, Misler, Friedlander,
Sloan & Herz, PLLC.
CONTINUING DIRECTORS:
William Calomiris, Chairman of the 79 1997 2002 357,895 shares(2) 11.90%
Board of the Company, is the
President of Wm. Calomiris
Investment Corporation, engaged in
building, developing and property
management.
Carroll E. Amos, President and Chief 52 1997 2002 43,860 shares(3) 1.46%
Executive Officer of the Company,
is a private investor who until 1996
served as President and Chief
Executive Officer of 1st Washington
Bancorp and Washington Federal
Savings Bank.
James B. Vito is Chairman of the 74 1998 2002 57,742 shares(2) 1.92%
Board of James B. Vito, Inc., a
plumbing and heating company and
managing general partner, James
Properties, engaged in the sale and
management of property.
Jeffrey M. Gitelman, D.D.S., is an 55 1997 2001 64,913 shares(2) 2.16%
Oral Surgeon and the owner of
Jeffrey M. Gitelman - D.D.S., P.C.
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
EXPIRATION SHARES OF
NAME AND PRINCIPAL OF COMMON STOCK OWNERSHIP AS
OCCUPATION AT PRESENT DIRECTOR TERM AS BENEFICIALLY A PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(1) CLASS
----------------------- --- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Lynnette Dobbins Taylor is 79 1998 2001 134 shares(2) *
President of Taylor Enterprises,
Incorporated, a consulting firm to
non-profit and civic related
organizations; retired Executive
Director, Delta Sigma Theta, Inc.
EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
David E. Ritter joined the Bank and 50 300 shares *
the Company as a Senior Vice
President and Chief Financial
Officer in 1998. From 1996 to 1997,
Mr. Ritter was a Senior Financial
Consultant with Peterson Consulting.
From 1988 until 1996, he was the
Executive Vice President and Chief
Financial Officer of Washington
Federal Savings Bank.
Laurel L. Mitchell joined the Bank 41
and Company as Corporate Secretary
in October, 1999, after two years as
an Executive Assistant with Collier,
Shannon, Rill & Scott, PLLC, a
Washington, D.C. law firm. From
1993 to 1997, Ms. Mitchell had been
employed by America's Community
Bankers.
All directors and executive 567,078 shares(2) 18.86%
officers as a group (nine persons)(3)
- -------------------------------------
(1) Each person effectively exercises sole voting or dispositive power as to
shares reported.
(2) Does not include presently exercisable options to purchase 36,344 shares
granted to Mr. Amos under the Greater Atlantic Financial Corp. 1997 Stock
Option and Warrant Plan.
(3) Does not include presently exercisable warrants to purchase 36,667, 3,334,
3,334, 2,000 and 14 shares, respectively, granted to Messrs. Calomiris,
Cinquegrana, Gitelman and Vito and Ms. Taylor under the Greater Atlantic
Financial Corp. 1997 Stock Option Plan.
* Does not exceed 1.0% of the Company's Common Stock.
</TABLE>
6
<PAGE> 11
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF THE COMPANY
The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 1999. 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
director served during fiscal 1999. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:
The Executive Committee consists of Messrs. Calomiris, Cinquegrana and
Amos. The purpose of this Committee is to review matters pertaining to
day-to-day operations, including review of operational policies and procedures
and loan applications. This Committee meets monthly. This Committee met 13 times
during fiscal 1999.
The Audit Committee consists of all outside Directors of the Company. This
Committee meets with the Bank's independent auditors, and evaluates policies and
procedures relating to auditing functions and internal controls. This Committee
held one meeting in fiscal 1999.
The Nominating Committee is not a standing committee but is convened as
needed with director members appointed by the Chairman. While the committee will
consider nominees recommended by stockholders, it has not actively solicited
recommendations from stockholders. Nominations by stockholders must comply with
certain procedural and informational requirements set forth in the Company's
Bylaws. See "Advance Notice of Business to be Conducted at an Annual Meeting."
The Nominating Committee met on December 31, 1999.
In 1999, the Compensation Committee of the Company consisted of Directors
Vito, Gitelman and Calomiris and is responsible for Executive Compensation. The
Committee establishes compensation for the chief executive officer and reviews
compensation for other officers and employees. The Compensation Committee met
once during 1999.
DIRECTORS' COMPENSATION
FEES. Since the formation of the Company, the executive officers,
directors and other personnel have been compensated for services by the Bank and
have not received additional remuneration from the Company. Outside directors of
the Bank, including the Chairman of the Board, received $200 for each Board
meeting and $100 for each committee meeting attended. Beginning October 1, 1998,
outside directors of the Bank received $500 for each Board meeting and $250 for
each committee meeting attended. Beginning on that same date, the Chairman was
made a salaried officer of the Bank and the Company and in those capacities
received compensation at the rate of $3,000 per month.
7
<PAGE> 12
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the fiscal years
ended September 30, 1999 and 1998, to the Chief Executive Officer who was the
only executive officer to receive compensation in salary and bonus in excess of
$100,000 in the fiscal year ended September 30, 1999.
Annual Compensation(1) Long Term Compensation(2)
------------------------------------- -------------------------------------------------------
Awards Payouts
--------------------------------- ---------
Securities
Other Annual Restricted Stock Underlying LTIP All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Awards ($) Options/SARS (#) Payouts($)(6) Compensation(7)
- --------------------------- ---- --------- -------- --------------- ---------------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carroll E. Amos 1999 $119,167 $3,300 $ -- $ -- 16,667 $ -- $______
President, Chief Executive 1998 107,133 18,500 -- -- 16,667 -- ______
Officer and Director
</TABLE>
- ----------------------------------
(1) Under Annual Compensation, the column titled "Bonus" consists of Board
approved discretionary bonus.
(2) For 1998, 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; or (e) preferential discounts on
stock.
8
<PAGE> 13
EMPLOYMENT AGREEMENT. The Company has entered into an employment agreement
with Mr. Carroll E. Amos. The Employment Agreement is intended to ensure that
the Bank and the Company will be able to maintain a stable and competent
management base. The continued success of the Bank and the Company depends to a
significant degree on the skills and competence of its executive officers,
particularly the Chief Executive Officer.
The Employment Agreement provides for a three-year term for Mr. Amos and
provides that commencing on the first anniversary date and continuing each
anniversary date thereafter the Board of Directors may extend the Employment
Agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the Board of Directors
after conducting a performance evaluation of Mr. Amos. The Employment Agreement
provides that Mr. Amos's base salary will be reviewed annually. The base salary
provided for in the Employment Agreement for Mr. Amos for 1998 was $110,000. At
the first anniversary date, Mr. Amos's base salary was increased to $120,000. In
addition to the base salary, the Employment Agreement provides for, among other
things, participation in various employee benefit plans and stock-based
compensation programs, as well as furnishing fringe benefits available to
similarly situated executive personnel. The Employment Agreement also provides
for an automobile allowance of $9,600 per year, effective November 1, 1998.
The Employment Agreement provides for termination by the Bank for cause
(as defined in the Employment Agreement) at any time. In the event the Bank
chooses to terminate Mr. Amos's employment for reasons other than for cause or,
in the event of Mr. Amos's resignation from the Bank upon: (i) failure to
re-elect Mr. Amos to his current office; (ii) a material change in Mr. Amos's
functions, duties or responsibilities; (iii) a relocation of Mr. Amos's
principal place of employment by more than 30 miles; (iv) liquidation or
dissolution of the Bank or the Company; or (v) a breach of the Employment
Agreement by the Bank, Mr. Amos or, in the event of death, Mr. Amos's
beneficiary would be entitled to receive an amount generally equal to the
remaining base salary and bonus payments that would have been paid to Mr. Amos
during the remaining term of the Employment Agreement. The Bank would also
continue and pay for Mr. Amos's life, health and disability coverage for the
remaining term of the Employment Agreement. Upon any termination of Mr. Amos,
Mr. Amos is subject to a covenant not to compete with the Bank for one year.
Under the Employment Agreement, if involuntary termination or voluntary
termination follows a change in control of the Bank or the Company, Mr. Amos or,
in the event of his death, his beneficiary, would receive a severance payment
generally equal to the greater of: (i) the payments due for the remaining terms
of the agreement, including the value of stock-based incentives previously
awarded to Mr. Amos; or (ii) two times the average of the three preceding
taxable years' annual compensation. The Bank would also continue Mr. Amos's
life, health, and disability coverage for thirty-six months. In the event of a
change in control of the Bank, the total amount of payment due under the
Employment Agreement, based solely on the base salary paid to Mr. Amos, and
excluding any benefits under any employee benefit plan which may otherwise
become payable, would equal approximately $360,000.
9
<PAGE> 14
All reasonable costs and legal fees paid or incurred by Mr. Amos pursuant
to any dispute or question of interpretation relating to the Employment
Agreement is to be paid by the Bank, if he is successful on the merits pursuant
to a legal judgment, arbitration or settlement. The Employment Agreement also
provides that the Bank will indemnify Mr. Amos to the fullest extent allowable
under federal law.
1997 INCENTIVE STOCK OPTION AND WARRANT PLAN. Under the Greater Atlantic
Financial Corp. 1997 Stock Option and Warrant Plan (the "Option Plan"), which
was ratified by shareholders in 1997, options are granted to employees at the
discretion of a committee comprised of disinterested directors who administer
the plan.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
(A) (B) (C) (D) (E)
- ---------------------------- ------------ ------------- --------- ----------
<S> <C> <C> <C> <C>
Carroll E. Amos 16,667 100% $8.37 10-29-08
</TABLE>
The following table provides certain information with respect to the
number of shares of Common Stock acquired on exercise of stock options and the
value realized thereon and the number of shares of Common Stock represented by
outstanding stock options held by the Executive Officer as of September 30,
1999. Also reported are the values for "in-the-money" options which represent
the positive spread between the exercise price of any such existing stock
options and the price of the Common Stock as of the end of the fiscal year on
September 30, 1999. At the Record Date, options for 36,334 shares of Common
Stock were exercisable by Mr. Amos.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTIONS/SAR VALUES
-------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISE VALUE OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END ($)(1)
ACQUIRED ON VALUE (#) EXERCISABLE/UNEXERCISABLE
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE
- ----------------- ------------- -------- ------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Carroll E. Amos 0 0 33,334/0 0/0
</TABLE>
(1) Market value of underlying securities at fiscal year end ($8.45 per share)
minus the exercise or base price of $7.94 per share.
10
<PAGE> 15
PROPOSAL 2. RATIFICATION OF AN AMENDMENT TO
THE GREATER ATLANTIC FINANCIAL CORP. 1997
STOCK OPTION AND WARRANT PLAN
On October 15, 1997, the board of directors of the company adopted the
Greater Atlantic Financial Corp. 1997 Stock Option and Warrant Plan which
provided for the granting of up to 94,685 warrants to the original investors and
provides for the granting of up to 76,667 options to purchase common stock to
eligible officers, employees, and directors of the company and the bank. The
plan may also provide for certain rights related to the grant of stock options.
Under the stock option plan, as amended, 94,685 warrants, each with a
warrant price of $7.50, were granted in fiscal 1998 to the members of the board
of directors and original stockholders on the basis of one warrant for each
share of stock purchased. Under the stock option plan, 58,333 options had been
granted to employees of the Bank and its subsidiary at September 30, 1999. Mr.
Amos was not granted warrants in fiscal 1998, but was granted 16,667 options to
purchase the company stock at the $7.50 warrant price. In fiscal 1999, Mr. Amos
was granted 16,667 additional options at an exercise price of $8.38.
The grants of stock options are designed to attract and retain qualified
personnel in key positions, provide officers and key employees with a
proprietary interest in the company as an incentive to contribute to the success
of the company, and reward employees for outstanding performance. All employees
of the company, the bank and its subsidiaries are eligible to participate in the
stock option plan. The committee administering the plan will determine the terms
of awards granted to officers and employees. The committee will also determine
whether stock options will qualify as incentive stock options or non-statutory
stock options, as described below, the number of shares subject to each stock
option, the exercise price of each stock option, the method of exercising stock
options, and the time when stock options become exercisable.
Only employees may receive grants of Incentive stock options.
On December 31, 1999, the Board of Directors voted increase the number of
shares of common stock with respect to which options may be granted from 76,667
shares to 225,000 shares. At December 31, 1999, shares remain reserved for
future options grants. The Board believes that the 1997 Plan has been effective
in helping to attract, retain and motivate officers and employees and the Board
seeks to continue to be able to grant options under the 1997 Plan in the future.
An individual generally will not recognize taxable income upon the grant
of a non-statutory stock option or incentive stock option or upon the exercise
of an incentive stock option, provided the individual does not dispose of the
shares received through the exercise of the incentive stock option for at least
one year after the date the individual receives the shares in connection with
the option exercise and two years after the date of grant of the stock option (a
"disqualifying disposition"). No compensation deduction will generally be
available to the company as a result of the exercise of incentive stock options
unless there has been a disqualifying disposition. In the case of a
non-statutory stock option and in the case of a disqualifying disposition of
shares received in connection with the exercise of an incentive stock
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option, an individual will recognize ordinary income upon exercise of the stock
option (or upon the disqualifying disposition) in an amount equal to the amount
by which the fair market value of the common stock exceeds the exercise price of
the stock option. The amount of any ordinary income recognized by an optionee
upon the exercise of a non-statutory stock option or due to a disqualifying
disposition will be a deductible expense to the company for tax purposes. In the
case of limited rights, the holder will recognize any amount paid to him or her
upon exercise in the year in which the payment is made and the company will be
entitled to a deduction for federal income tax purposes of the amount paid.
Stock options are exercisable for a period of time following the date on
which the optionee ceases to perform services for the bank or the company,
except that in the event of death or disability, options accelerate and become
fully vested and could be exercisable for up to one year thereafter or such
other period of time as determined by the company. In the case of death or
disability, stock options may be exercised for a period of 12 months or such
other period of time as determined by the committee. However, any incentive
stock options exercised more than three months following the date the employee
ceases to perform services as an employee would be treated essentially as a
non-statutory stock option. In the event of retirement, if the optionee
continues to perform services as a director or consultant on behalf of the bank,
the company or an affiliate, unvested options and awards would continue to vest
in accordance with their original vesting schedule until the optionee ceases to
serve as a consultant or director. In the event of death, disability or normal
retirement, the company, if requested by the optionee, or the optionee's
beneficiary, could elect, in exchange for vested options, to pay the optionee,
or the optionee's beneficiary in the event of death, the amount by which the
fair market value of the common stock exceeds the exercise price of the options
on the date of the employee's termination of employment.
TRANSACTIONS WITH RELATED PERSONS
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
board of directors.
The bank currently makes loans to its executive officers and directors on
the same terms and conditions offered to the general public. The bank's policy
provides that all loans made by the bank to its executive officers and directors
be made in the ordinary course of business, on substantially the same terms,
including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features. As of September 30, 1999,
one of the bank's directors had loans with the bank which had outstanding
balances totaling $259,000. Such loans were made by the bank in the ordinary
course of business, with no favorable terms and do not involve more than the
normal risk of collectibility or present unfavorable features.
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<PAGE> 17
The company's policy is that all transactions between the company and its
executive officers, directors, holders of 10% or more of the shares of any class
of its common stock and affiliates thereof, will contain terms no less favorable
to the company than could have been obtained by it in arm's length negotiations
with unaffiliated persons and will be approved by a majority of independent
outside directors of the company not having any interest in the transaction.
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's financial statements as of September 30, 1999, were audited
by BDO Seidman, LLP.
The Company's Board of Directors has reappointed BDO Seidman, LLP to
continue as independent auditors for the Bank and the Company for the year
ending September 30, 2000, subject to ratification of such appointment by the
stockholders.
A representative of BDO Seidman, LLP will be present at the Annual
Meeting, will be given an opportunity to make a statement if so desired and will
be available to respond to appropriate questions from stockholders present at
the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY, IF EXECUTED AND RETURNED, WILL BE VOTED FOR RATIFICATION OF THE
APPOINTMENT OF BDO SEIDMAN, LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following fiscal
year ending September 30, 2000, a stockholder proposal must be received by the
Secretary of the Company, at the address set forth on the first page of this
Proxy Statement, no later than December 1, 2000. Any shareholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the
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<PAGE> 18
Board, the stockholder must give written notice to the Secretary of the Company
not less than ninety (90) days before the date 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, 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. The notice must
include the stockholder's name, record address, and number of shares owned by
the stockholder, and describe briefly the proposed business, the reasons for
bringing the business before the Annual Meeting, and any material interest of
the 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.
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 Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy card 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 Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.
A COPY OF THE FORM 10-KSB (WITHOUT EXHIBITS) FOR THE YEAR ENDED SEPTEMBER
30, 1999, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO GREATER ATLANTIC FINANCIAL CORP.,
MS. LAUREL L. MITCHELL, CORPORATE SECRETARY, 10700 PARKRIDGE BOULEVARD, SUITE
450, RESTON, VIRGINIA 20191.
By Order of the Board of
Directors
/s/ Laurel L. Mitchell
Laurel L. Mitchell
Corporate Secretary
Reston, Virginia
February 16, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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<PAGE> 19
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
GREATER ATLANTIC FINANCIAL CORP
ANNUAL MEETING OF STOCKHOLDERS
MARCH 14, 2000
10:00 A.M.
The undersigned hereby appoints the official proxy committee, consisting of
each member of the Board of Greater Atlantic Financial Corp. (the "Company"),
each with full power of substitution, to act as attorneys and 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 Stockholders, to
be held at the Key Bridge Marriott Hotel, 1401 North Lee Highway, Arlington,
Virginia on March 14, 2000 at 10:00 a.m., and at any and all adjournments
thereof, as follows:
PLEASE BE SURE TO SIGN AND DATE THIS PROXY IN THE BOX BELOW
- -----------------------------------------------------------------------
Date
- ------Stockholder sign above--Co-holder (if any) sign above------------
Stockholder Assistance
Stockholders requiring a change of address, records or information about
lost certificates or dividend checks should contact Greater Atlantic
Financial Corp.'s transfer agent:
American Stock Transfer and Trust Company
40 Wall Street
New York, New York 10005
WITH-
1. The election as directors of all FOR HELD EXCEPT
nominees listed below (except as /___/ /___/ /___/
marked to the contrary):
PAUL J. CINQUEGRANA JEFFREY W. OCHSMAN
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK "EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. Amendment of the Greater
Atlantic Financial Corp. 1997
Stock Option and Warrant Plan
to increase the number of FOR AGAINST ABSTAIN
options available for grant under /___/ /___/ /___/
that Plan from 76,667 to
225,000.
3. The approval of BDO Seidman,
LLP as the Company's
independent auditors for the FOR AGAINST ABSTAIN
fiscal year ending September /___/ /___/ /___/
30, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH
OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED BY 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, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THIS
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING.
The undersigned acknowledges the receipt from the Company of a Notice of
Meeting and of a Proxy Statement dated February __, 2000, as well as a copy of
Greater Atlantic Annual Report prior to the execution of this proxy.
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 should sign, but the signature of
one holder is sufficient, unless contested.
