Greater Atlantic Capital Trust I SC TO-T Third party tender offer statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

GREATER ATLANTIC CAPITAL TRUST I

(Name of Subject Company (Issuer))

MIDATLANTIC BANCORP, INC.

GAF MERGER CORP.

(Name of Filing Person (Offeror))

6.50% Cumulative Convertible Trust Preferred Securities

(Title of Class of Securities)

39160Q205

(CUSIP Number of Class of Securities)

Mr. Gary L. Martin	Copy to:
President	Christina M. Gattuso, Esq.
MidAtlantic Bancorp, Inc.	Kilpatrick Stockton LLP
11465 Sunset Hills Road, Suite 230	607 14th Street, N.W., Suite 900
Reston, VA 20190	Washington, D.C. 20005
(703) 230-1285	(202) 508-5884

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

____________________, 2009 (offer has not yet commenced)

(Date Tender Offer First Published Sent or Given to Securityholders)

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
6.50% Cumulative Convertible Trust Preferred Securities $681,608 (1)	$38.03

(1)	Estimated for the purposes of calculating the filing fee only. This amount is based on the purchase of 649,150 shares of 6.50% Cumulative Convertible Trust Preferred Securities at the tender offer price of $1.05 per share.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filing.
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
	going-private transaction subject to Rule 13e-3.
	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ‪o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

Item 1. Summary Term Sheet	1
Item 2. Subject Company Information	1
Item 3. Identity and Background of Filing Person	1
Item 4. Terms of the Transaction	4
Item 5. Past Contacts, Transactions, Negotiations and Agreements	4
Item 6. Purposes of the Transaction and Plans and Proposals	4
Item 7. Source and Amount of Funds or Other Consideration	4
Item 8. Interest in Securities of the Subject Company	4
Item 9. Persons/Assets, Retained, Employed, Compensated or Used	4
Item 10. Financial Statements	4
Item 11. Additional Information	5
Item 12. Exhibits	5
Item 13. Information Required by Schedule 13E-3	6
SIGNATURE	7

This Third-Party Tender Offer Statement on Schedule TO relates to the offering by Greater Atlantic Financial Corp. (“Greater Atlantic”), MidAtlantic Bancorp, Inc. (“MidAtlantic”) and GAF Merger Corp. (“Merger Corp.”) to pay $1.05 per share for the 6.50% Cumulative Convertible Trust Preferred Securities (the “Securities”) of Greater Atlantic Capital Trust I. Greater Atlantic has previously filed with the Securities and Exchange Commission an Issuer Tender Offer Statement on Schedule TO relating to the offering of Securities on August 8, 2009, as amended on August 21, 2009 and September 4, 2009. For additional information, refer to the Offer to Purchase and the related letter of transmittal, copies of which are attached hereto in draft form as Exhibits (a)(1)(i) and (a)(1)(ii).

          MidAtlantic and Merger Corp. entered into a merger agreement on June 15, 2009 with Greater Atlantic to acquire Greater Atlantic Bank. The obligations of the parties under the merger agreement are subject to satisfaction of various conditions, one of which is that Greater Atlantic conduct a tender offer for all of the Securities and shall have received the irrevocable tender of at least 85% of the outstanding Securities. Because Greater Atlantic does not have the funds necessary to close the tender offer and because Greater Atlantic Bank is prohibited from paying dividends to Greater Atlantic under the regulatory enforcement orders pursuant to which it is operating, the funds for the purchase of the Securities will be provided at the closing of the tender offer and merger by MidAtlantic, assuming satisfaction of all conditions to the closing of the merger.

          This Third-Party Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the letter of transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1. Summary Term Sheet

          The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information

(a)	The name of the subject company is Greater Atlantic Capital Trust I. Its principal executive office is located at 10700 Parkridge Boulevard, Suite P-50, Reston, Virginia 20191 and its telephone number at that address is (703) 391-1300.
(b)	The subject securities are the 6.50% Cumulative Convertible Trust Preferred Securities (960,738 shares outstanding).
	The information set forth in “The Tender Offer — 1. Number of Securities” of the Offer to Purchase is incorporated by reference herein.
(c)	The information set forth in “The Tender Offer — 6. Price Range of Securities” of the Offer to Purchase is incorporated by reference herein.

Item 3. Identity and Background of Filing Person

(a)

MidAtlantic Bancorp, Inc.

GAF Merger Corp.

11465 Sunset Hills Road, Suite 230

Reston, VA 20190

(703) 230-1285

(b)

MidAtlantic Bancorp, Inc. is a recently formed Virginia corporation. Currently, MidAtlantic has no assets or liabilities and currently conducts no business activities other than those related to the acquisition of Greater Atlantic Bank. MidAtlantic has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining MidAtlantic from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

GAF Merger Corp. is a recently formed Virginia corporation and wholly owned subsidiary of MidAtlantic formed to facilitate the acquisition of Greater Atlantic Bank. Merger Corp. will be merged with and into Greater Atlantic upon consummation of the merger transaction, with Greater Atlantic as the surviving entity. Merger Corp. has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining Merger Corp. from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

(c)

Each of the persons listed below are currently directors of MidAtlantic. Messrs. Martin and Schweikert are directors of Merger Corp. Mr. Martin serves as President of MidAtlantic and Merger Corp. and Mr. Clemente serves as Chairman of the Board of MidAtlantic. Mr. Schweikert serves as the Vice President and Secretary of MidAtlantic and as the Secretary of Merger Corp.

Christopher Clemente

Country of Citizenship: U.S.

Occupation: Chairman of the Board of Directors and Chief Executive Officer

Business: Comstock Homebuilding Companies, Inc.

Address: 11465 Sunset Hills Road, 5th Fl., Reston, VA 20190

Start Date: 1985

End Date: Present

Mr. Clemente has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining Mr. Clemente from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

Gary L. Martin

Country of Citizenship: U.S.

Occupation: Director of Acquisition

Business: Comstock Partners, LC.

Address: 11465 Sunset Hills Road, Suite 230 Reston, VA 20190

Start Date: April 15, 2009

End Date: Present

Prior Employer if less than five years:

Employer: M&T Bank

Position: Senior Vice President

Address: 9214 Center St., Manassas, VA 20110

Start Date: January 2003

End Date: March 2009

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Mr. Martin has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining Mr. Martin from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

Stephen Riddick

Country of Citizenship: U.S.

Occupation: Attorney

Business: APTA Strategies, LLC

Address: 2322 Cobble Hill Terrace, Silver Spring, MD 20902

Start Date: August 2009

End Date: Present

Prior Employer if less than 5 years:

Employer: Greenberg Traurig, LLP

Position: Attorney

Address: 1750 Tysons Blvd., Suite 1200, McLean, VA 22102

Start Date: February 2003

End Date: June 2009

Mr. Riddick has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining Mr. Riddick from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

Eugene Schweikert

Country of Citizenship: U.S.

Occupation: Chief Financial Officer

Business: Comstock Asset Management, LC

Address: 11465 Sunset Hills Road, Suite 230, Reston, Va. 20190

Start Date: April 15, 2005

End Date: Present

Prior Employer if less than 5 years:

Employer: Bank of America, NA

Position: Senior Vice President

Address: 5550 Friendship Blvd., Chevy Chase, MD 20815

Start Date: June 4, 1992

End Date: April 1, 2005

Mr. Schweikert has not been convicted in a criminal proceeding or been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining Mr. Schweikert from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws during the past five years.

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Item 4. Terms of the Transaction
(a)	The information set forth in “Special Factors — 1. Background of the Tender Offer,” “Special Factors — 2. Purposes of the Tender Offer,” “Special Factors — 3. Our Plans After the Tender Offer,” “Special Factors — 6. Material Income Tax Consequences,” “The Tender Offer — 1. Number of Securities,” “The Tender Offer — 2. Procedures For Tendering Securities,” “The Tender Offer — 3. Withdrawal Rights,” “The Tender Offer — 4. Purchase of Securities and Payment of Purchase Price,” “The Tender Offer — 5. Conditions of the Tender Offer” and “The Tender Offer — 6. Price Range of Securities” of the Offer to Purchase is incorporated by reference herein.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)	Not applicable.
(b)	The information set forth in “The Merger — Background of The Merger” in Greater Atlantic’s Definitive Proxy Statement filed with the SEC on July 30, 2009 is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans and Proposals
(a)	The information set forth in “Special Factors — 1. Background of the Tender Offer” and “Special Factors — 2. Purposes of the Tender Offer” of the Offer to Purchase is incorporated by reference herein.
(c)	The information set forth in “Special Factors — 3. Our Plans After the Tender Offer,” “Special Factors — 4. Effects of the Tender Offer” and “Special Factors — 5. Interests of Directors and Executive Officers” of the Offer to Purchase is incorporated by reference herein.
Item 7. Source and Amount of Funds or Other Consideration
(a)	The information set forth in “The Tender Offer — 4. Purchase of Securities and Payment of Purchase Price” and “The Tender Offer — 7. Source and Amount of Funds” of the Offer to Purchase is incorporated by reference herein.
(b)	The information set forth in “The Tender Offer — 7. Source and Amount of Funds” and “The Tender Offer — 5. Conditions of the Tender Offer” of the Offer to Purchase is incorporated by reference herein.
(d)	The information set forth in “The Tender Offer — 7. Source and Amount of Funds” of the Offer to Purchase is incorporated by reference herein.
Item 8. Interest in Securities of the Subject Company
Not applicable.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
(a)	The information set forth in “The Tender Offer — 11. Fees and Expenses” of the Offer to Purchase is incorporated by reference herein.
Item 10. Financial Statements
Not applicable.

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Item 11. Additional Information

(a)(1)	The information set forth in “Special Factors — 5. Interests of Directors and Executive Officers” of the Offer to Purchase is incorporated by reference herein.
(a)(2)	The information set forth in “The Tender Offer — 9. Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated by reference herein.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)	The information set forth in the Offer to Purchase, the letter of transmittal and notice of guaranteed delivery attached to this Schedule TO as Exhibits (a)(1)(i) through (a)(1)(iii) are incorporated herein by reference.

Item 12. Exhibits

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Form of Letter of Transmittal for Securities (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit (a)(1)(ii) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(iii)	Form of Notice of Guaranteed Delivery for Securities (incorporated by reference to Exhibit (a)(1)(iii) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(iv)	Form of Letter from Information Agent to Brokers (incorporated by reference to Exhibit (a)(1)(iv) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(v)	Form Letter from Brokers to Clients (incorporated by reference to Exhibit (a)(1)(v) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(vi)	Press Release, dated June 17, 2009 (incorporated by reference to Greater Atlantic’s Form 8-K filed with the SEC on June 17, 2009).
(a)(1)(vii)	Press Release, dated August 27, 2009 (incorporated by reference to Greater Atlantic’s Form 8-K filed with the SEC on August 28, 2009).
(a)(1)(viii)	Results of Tender Offer.*
(b)	Not Applicable.
(c)	Not Applicable.
d(1)	Agreement and Plan of Merger dated June 15, 2009 by and among MidAtlantic Bancorp, Inc., GAF Merger Corp. and Greater Atlantic Financial Corp. (incorporated by reference to the Company’s Form 8-K filed with the SEC on June 17, 2009).
d(2)	Form of Voting Agreement (incorporated by reference to Exhibit (d)(12) to Greater Atlantic's Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(g)	Not Applicable.

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(h)	Not Applicable.
*	To be Filed supplementally.

Item 13. Information Required by Schedule 13E-3

(a) Not applicable.

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SIGNATURE

          After due 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.

		MIDATLANTIC BANCORP, INC. GAF MERGER CORP.
		By:	/s/ Gary L. Martin
			Name:	Gary L. Martin
			Title:	President
Date:	September 4, 2009

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase.
(a)(1)(ii)	Form of Letter of Transmittal for Securities (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit (a)(1)(ii) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(iii)	Form of Notice of Guaranteed Delivery for Securities (incorporated by reference to Exhibit (a)(1)(iii) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(iv)	Form of Letter from Information Agent to Brokers (incorporated by reference to Exhibit (a)(1)(iv) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(a)(1)(v)	Form Letter from Brokers to Clients (incorporated by reference to Exhibit (a)(1)(v) to Greater Atlantic’s Schedule TO filed with the SEC on August 7, 2009).
(a)(1)(vi)	Press Release, dated June 17, 2009 (incorporated by reference to Greater Atlantic’s Form 8-K filed with the SEC on June 17, 2009).
(a)(1)(vii)	Press Release, dated August 27, 2009 (incorporated by reference to Greater Atlantic’s Form 8-K filed with the SEC on August 28, 2009).
(a)(1)(viii)	Results of Tender Offer.*
(b)	Not Applicable.
(c)	Not Applicable.
d(1)	Agreement and Plan of Merger dated June 15, 2009 by and among MidAtlantic Bancorp, Inc., GAF Merger Corp. and Greater Atlantic Financial Corp. (incorporated by reference to the Company’s Form 8-K filed with the SEC on June 17, 2009).
d(2)	Form of Voting Agreement (incorporated by reference to Exhibit (d)(12) to Greater Atlantic's Schedule TO filed with the SEC on August 7, 2009, as amended on August 21, 2009 and September 4, 2009).
(g)	Not Applicable.
(h)	Not Applicable.
*	To be Filed supplementally.

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