UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Great American Bancorp, Inc.
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(Name of Issuer)
Common, Stock Value - $0.01 Par Value
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(Title of Class of Securities)
38982K107
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(CUSIP Number)
George R. Rouse
1311 S. Neil
Champaign, IL 61820
(217) 356-2265
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
March 2, 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 the Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
CUSIP No. 38982K107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George R. Rouse
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
82,545 shares
8. SHARED VOTING POWER
Not Applicable
9. SOLE DISPOSITIVE POWER
74,335 shares
10. SHARED DISPOSITIVE POWER
Not Applicable
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,545 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.25%
14. TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $0.01 per
share, of Great American Bancorp, Inc. (the "Company"). The principal
executive offices of the Company are located at 1311 S. Neil St., P.O. Box
1010, Champaign, IL 61824-1010.
Item 2. Identity and Background.
(a) George R. Rouse
(b) 1311 S. Neil St.
P.O. Box 1010
Champaign, IL 61824-1010
(c) President and CEO
Great American Bancorp, Inc.
1311 S. Neil St.
Champaign, IL 61824-1010
President
First Federal Savings Bank
1311 S. Neil St.
Champaign, IL 61824-1010
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) The Reporting Person has not during the last five years been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Person is deemed to beneficially
own 82,545 shares, including 9,775 shares purchased from the Company in an
initial public offering pursuant to a stock subscription and held in an
Individual Retirement Account, 23,670 shares purchased in open market
transactions held in an Individual Retirement Account, 9,898 shares
beneficially owned by the Reporting Person held by the trustee pursuant to the
First Federal Savings Bank Employee Stock Ownership Plan ("ESOP"), 200 shares
held jointly by the Reporting Person's spouse and children, 8,210 shares
represent unvested stock awards granted under the 1995 Great American Bancorp,
Inc. Incentive Plan ("Incentive Plan") and 30,792 additional shares represent
shares underlying options granted under the Incentive Plan that are currently
exercisable or exercisable within 60 days. A schedule of the shares, dates,
and the prices per share owned by the Reporting Person is attached and marked
as Exhibit 1 to Item 3. The amount of consideration ($407,495) used to
acquire the total 33,645 of purchased shares was derived from personal funds
of the Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Company's stock for investment
purposes. The Reporting Person may from time to time acquire additional
securities of the Company using personal funds through a broker and/or
privately negotiated transactions.
Except as described above, the Reporting Person does not have any
present plans or proposals that relate to or would result in (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (d) any change in
the present board of directors or management of the Company, including any
plans or proposals to change the number of 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 Company; (f) any other material
change in the Company's business or corporate structure; (g) changes in the
Company's charter, bylaws or instrument corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association; (i) a
class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer
(a) The Reporting Person beneficially owns 82,545 shares, representing
6.25% of the outstanding shares of the Company based upon outstanding shares
as of February 28, 1999 of 1,319,883. The beneficially owned shares include
8,210 shares representing unvested stock awards granted under the Incentive
Plan and 30,792 shares underlying stock options granted under the Incentive
Plan which are currently exercisable or exercisable within 60 days.
(b) The Reporting Person has the sole power to vote and to dispose of
the shares referred to in Item 5(a) with the exception of unvested stock
awards, which may be voted as instructed by the Reporting Person, but which
may not be disposed of until they are vested.
(c) Except as reported in Item 3 hereof, there has been no transaction
in the Common Stock of the Company effected during the past sixty (60) days by
the Reporting Person.
(d) With the exception of the Trustee for the trust holding unvested
stock awards and the trustee for the Employee Stock Ownership Plan Trust, each
of which has certain powers with respect to stock held in trust as provided by
their respective trust agreements and respective plan documents, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
referred in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
The Reporting Person is a Director and Officer of the Company and has
entered into three agreements pursuant to the Incentive Plan. The first
agreement is a Stock Award Agreement whereby the Reporting Person was granted
a stock award to earn 20,528 shares of the Company's common stock. The second
agreement is a Non-statutory Stock Option Agreement which grants the Reporting
Person options to purchase 15,605 shares of the Company's common stock at
$14.00 per share. The third agreement is an Incentive Stock Option Agreement
which grants the Reporting Person options to purchase 35,714 shares of the
Company's common stock at $14.00 per share. The Stock Award Agreement, the
Non-statutory Stock Option Agreement and the Incentive Stock Option Agreement
are dated February 14, 1996. The awards and options vest at 20% per year, and
expire on February 14, 2006.
Item 7. Material to be Filed as Exhibits
Exhibit 1 to Item 3 detailing dates, shares purchased, and
price per share of securities acquired by Reporting Person.
The Company's 1995 Incentive Plan disclosed in Item 6 is incorporated by
reference into this document from the Company's Registration Statement on Form
S-8 filed with the SEC on May 23, 1996 file number 333-04491.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 10, 1999 /s/ George R. Rouse
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Date Signature
George R. Rouse
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Name/Title
SCHEDULE 13D
EXHIBIT 1 TO ITEM 3
George R. Rouse
Price per Share
No. of Shares (Excluding Where How
Date Purchased (Sold) commissions) Transacted Transacted
- ---- --------------- --------------- ---------- ----------
Non-Derivative Shares Acquired, Indirect Ownership:
06/30/95 9,775 $10.00 GABI (1)
06/30/95 100 10.00 GABI (2)
06/30/95 100 10.00 GABI (2)
07/20/95 8,000 12.00 OTC (3)
08/10/95 8,000 12.125 OTC (3)
01/11/96 600 13.875 OTC (3)
01/18/96 3,500 14.125 OTC (3)
01/30/96 700 13.875 OTC (3)
02/14/96 8,210 N/A GABI (4)
04/19/96 3,328 N/A GABI (5)
04/26/96 1,050 14.75 OTC (3)
12/31/96 3,190 N/A GABI (5)
05/22/97 335 16.50 OTC (3)
05/22/97 200 16.00 OTC (3)
12/31/97 3,380 N/A GABI (5)
01/21/98 585 19.25 OTC (3)
08/13/98 200 21.375 OTC (3)
10/22/98 175 16.50 OTC (3)
01/29/99 325 14.25 OTC (3)
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51,753
Derivative Shares, Direct Ownership:
02/14/97 10,264 14.00 GABI (6)
02/14/98 10,264 14.00 GABI (6)
02/14/99 10,264 14.00 GABI (6)
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30,792
(1) Purchased from the Company in an initial public offering pursuant to a
stock subscription and held in an Individual Retirement Account.
(2) Purchased from the Company in an initial public offering
pursuant to a stock subscription and held jointly by the Reporting Person's
spouse and children.
(3) Transactions effected in the over-the-counter market ("OTC") through
standard brokerage accounts and held in an Individual Retirement Account.
(4) Shares represent unvested stock awards granted under the 1995 Great
American Bancorp, Inc. Incentive Plan. One-half of these shares will vest on
February 14, 2000 and the remaining half will vest on February 14, 2001.
(5) Shares allocated to the Reporting Person held by the trustee of the First
Federal Savings Bank Employee Stock Ownership Plan.
(6) Shares represent options granted under the 1995 Great American Bancorp,
Inc. Incentive Plan which vested on the dates indicated.
