GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
March 23, 2001
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Great American Bancorp, Inc., the holding company for First Federal
Savings Bank of Champaign-Urbana, which will be held on Tuesday, April 24,
2001, at 9:30 a.m., Central Time, at the offices of First Federal Savings
Bank of Champaign-Urbana, 1311 South Neil Street, Champaign, Illinois 61820.
The attached notice of the annual meeting and the proxy statement
describe the formal business to be transacted at the annual meeting.
Directors and officers of Great American Bancorp, Inc., as well as
representatives of Olive LLP, whom the Company has appointed as independent
auditors for the fiscal year ending December 31, 2001, will be present.
The Board of Directors of Great American Bancorp, Inc. has determined
that the matters to be considered at the annual meeting are in the best
interests of Great American and its stockholders. For the reasons set forth
in the proxy statement, the Board of Directors unanimously recommends that
you vote "FOR" each matter to be considered.
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. Whether or not you expect to attend, please sign,
date and return the enclosed proxy card promptly in the postage-paid envelope
provided so that your shares will be represented.
On behalf of the Board of Directors and all of the employees of Great
American Bancorp, Inc. and First Federal Savings Bank of Champaign-Urbana, I
thank you for your continued interest and support.
Sincerely yours,
/s/ George R. Rouse
George R. Rouse
President and Chief
Executive Officer
GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 24, 2001
----------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of Great American Bancorp, Inc. (the "Company") will be
held on Tuesday, April 24, 2001, at 9:30 a.m., Central Time, at the offices
of First Federal Savings Bank of Champaign-Urbana (the "Bank"), 1311 South
Neil Street, Champaign, Illinois 61820.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors to a three-year term of office;
2. The ratification of the appointment of Olive LLP as independent
auditors of the Company for the fiscal year ending December 31,
2001; and
3. Such other matters as may properly come before the Annual Meeting
and at any adjournments thereof, including whether or not to
adjourn the meeting.
The Board of Directors has established February 27, 2001, as the record
date for the determination of stockholders entitled to receive notice of and
to vote at the Annual Meeting and at any adjournments thereof. Only record
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 Great American
Bancorp, Inc., 1311 South Neil Street, Champaign, Illinois 61820, for a
period of ten days prior to the Annual Meeting and will also be available at
the meeting itself.
By Order of the Board of Directors
/s/ Jane F. Adams
Jane F. Adams
Corporate Secretary
Champaign, Illinois
March 23, 2001
105:
GREAT AMERICAN BANCORP, INC.
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 24, 2001
------------------------
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of Great
American Bancorp, Inc. (the "Company") in connection with the solicitation by
the Board of Directors ("Board of Directors" or "Board") of proxies to be
used at the annual meeting of stockholders (the "Annual Meeting"), to be held
on Tuesday, April 24, 2001, at 9:30 a.m., Central Time, at the offices of
First Federal Savings Bank of Champaign-Urbana (the "Bank"), 1311 South Neil
Street, Champaign, Illinois 61820 and at any adjournments thereof. The 2000
Annual Report to Stockholders, including consolidated financial statements
for the fiscal year ended December 31, 2000, and a proxy card, accompanies
this proxy statement, which is first being mailed to record holders on or
about March 23, 2001.
Regardless of the number of shares of common stock owned, it is
important that record holders of a majority of the outstanding shares of
common stock be represented by proxy or 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 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 proxy cards will be voted "FOR" the
election of the nominees for director named in this proxy statement, and
"FOR" the ratification of Olive LLP as independent auditors for the fiscal
year ending December 31, 2001.
Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, 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 proxy holders
discretionary authority to vote the shares in accordance with their best
judgment on such other business, if any, that may properly come before the
Annual Meeting and at any adjournments thereof, including a motion as to
whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate 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 record holder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by directors, officers and other employees of the Company
and its subsidiary, the Bank, 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 vote instruction 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 the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on February 27, 2001 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 Annual
Meeting and at any adjournments thereof. The total number of shares of
Common Stock outstanding on the Record Date was 996,600 shares.
In accordance with the provisions of the Company's certificate of
incorporation, record holders 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 with respect to 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 by 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 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 giving effect to the Limit described above, if applicable) is
necessary to constitute a quorum at the Annual Meeting. In the event that
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 stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to
vote for the nominees being proposed. Under Delaware law and the Company's
bylaws, directors are elected by a plurality of votes cast, without regard to
either broker non-votes, or proxies as to which authority to vote for one or
more of the nominees being proposed is withheld.
As to the approval of Olive LLP as independent auditors of the Company
and all other matters that may properly come before the Annual Meeting, by
checking the appropriate box, a stockholder may: (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on the item.
Under the Company's bylaws, unless otherwise required by law, all such
matters shall be determined by a majority of the votes cast, without regard
to either broker non-votes, or proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer
agent, and will be tabulated by inspectors of election designated by the
Board of Directors, who will not be employed by, or be a director of, the
Company or any of its affiliates. After the final adjournment of the Annual
Meeting, the proxies will be returned to the Company for safekeeping.
Participants in the Bank's ESOP
If you participate in the Bank's Employee Stock Ownership Plan ("ESOP"),
you will have received with this proxy statement a voting instruction form
that reflects all shares you may vote under the ESOP. Under the terms of the
ESOP, all shares held by the ESOP are voted by the ESOP trustee, but each
participant in the ESOP may direct the trustee how to vote the shares of
Company common stock allocated to his or her account. Unallocated shares of
common stock held by the ESOP and allocated shares for which no timely voting
instructions are received will be voted by the ESOP trustees in the same
proportion as shares for which the trustees have received voting
instructions, subject to the exercise of their fiduciary duties. The
deadline for returning your voting instructions to the ESOP's trustee is
April 17, 2001.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons believed
by the Company to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date as disclosed in certain
reports regarding such ownership filed by such persons with the Company and
with the Securities and Exchange Commission ("SEC"), in accordance with
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"). Other than those persons listed below, the Company is not
aware of any person, as such term is defined in the Exchange Act, that owns
more than 5% of the Company's Common Stock as of the Record Date.
Amount and
Nature of
Name and Address Beneficial Percent of
Title of Class Of Beneficial Owner Ownership Class
- ---------------- ---------------------------- ------------- ----------
Common Stock First Federal Savings Bank of 146,560 (1) 14.71%
Champaign-Urbana Employee Stock
Ownership Plan
1311 South Neil Street
Champaign, Illinois 61820
Amount and
Nature of
Name and Address Beneficial Percent of
Title of Class Of Beneficial Owner Ownership Class
- ---------------- ---------------------------- ------------- ----------
Common Stock Clinton C. Atkins 88,775 (2) 8.85%
2001 Kankakee Drive
Champaign, IL 61821
Common Stock George R. Rouse 105,191 (3) 10.04%
1311 South Neil Street
Champaign, IL 61820
(1) The Personnel and Salary Committee of the board of directors
administers the ESOP. The ESOP Trustee, U.S. Bancorp, must vote all
allocated shares held in the ESOP in accordance with the instructions of the
participants. As of February 27, 2001, 126,812 shares had been allocated
under the ESOP. 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) Includes 81,775 shares owned directly by Mr. Atkins, and 7,000 shares
subject to immediately exercisable options granted under the 1995 Great
American Bancorp, Inc. Incentive Plan ("Incentive Plan").
(3) Includes 35,735 shares held in an Individual Retirement Account for
Mr. Rouse, 17,937 shares held in the ESOP which have been allocated to Mr.
Rouse, 200 shares held by Mr. Rouse's spouse and children, and 51,319 shares
subject to immediately exercisable options granted under the Incentive Plan.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTOR
The Board of Directors of the Company currently consists of five (5)
directors and is divided into three classes. Currently, each of the members
of the Board of Directors of the Company also serves as a director of the
Bank, with the exception of Mr. Atkins. There are a total of eight (8)
directors of the Bank. Directors of the Company are elected for staggered
terms of three years each, with the term of office of only one of the three
classes of directors expiring each year. Directors serve until their
successors are elected and qualified.
The nominees proposed for election at this Annual Meeting are George R.
Rouse, who currently serves as a director of the Company, and Ronald E.
Guenther, who currently serves as a director of the Bank.
Dr. Morgan C. Powell, a director of the Company since its inception in
1995, and a director of the Bank since 1977 will be retiring from both Boards
of Directors effective with the Annual Meeting. Dr. Powell's retirement
corresponds with the completion of his terms with both Boards of Directors.
The nominee proposed for election at the Annual Meeting, who, if elected,
will replace Dr. Powell on the Board of Directors of the Company, is Ronald
E. Guenther, who has served as a director of the Bank since 1997.
In the event that Mr. Rouse or Mr. Guenther is unable to serve or
declines to serve for any reason, it is intended that the proxies will be
voted for the election of such other person as may be designated by the
present Board of Directors. The Board of Directors has no reason to believe
that Mr. Rouse or Mr. Guenther will be unable or unwilling to serve. Unless
authority to vote for the nominees 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 the nominees proposed by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the 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 "named executive officers" of the Company,
as defined below, their ages as of the Record Date, 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 Bank, and the year in which their terms (or in the case of
the nominees, proposed term) as director of the Company expire. The 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.
Shares of
Name and Principal Expiration Common Stock
Occupation at Present Director of Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ------------------------ ---- -------- ---------- -------------- ---------
NOMINEES
George R. Rouse (5) 50 1982 2004 105,191 10.04%
President and Chief Executive
Officer of the Company;
President of the Bank and
President of the Bank's
wholly-owned subsidiary,
Park Avenue Service Corporation
("PASC").
Ronald E. Guenther 55 1997 2004 7,286 0.73%
Athletic Director,
University of Illinois
CONTINUING DIRECTORS
Jack B. Troxell 56 1997 2002 7,586 0.76%
Owner and President of C-U
Liquor LTD, retail beverage
stores.
Shares of
Name and Principal Expiration Common Stock
Occupation at Present Director of Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ------------------------ ---- -------- ---------- -------------- ---------
Clinton C. Atkins 55 1984 2003 88,775 8.85%
Chairman of Hobbico Inc., a
Hobby retailer and supplier,
Chairman of Herr's, Inc., a craft
wholesale retailer, and owner of
The Atkins Group, North Pointe
Development and Stone Creek
Development, all real estate
development concerns.
Ronald Kiddoo 58 1987 2003 18,600 1.85%
Chairman of the Board and Chief
Investment Officer, Cozad Asset
Management, Inc., an investment
advisory concern; Mr. Kiddoo
also serves as a director of PASC.
Stock Ownership of all Directors
and Executive Officers
as a Group (12 persons)(6)(7) -- -- -- 347,511 30.88%
_______________________________
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or
other immediate family member) voting or dispositive power as to shares
reported herein (except as noted).
(3) The shares shown include the following unvested stock awards granted
under the Great American Bancorp, Inc. 1995 Incentive Plan ("Incentive
Plan"): Mr. Troxell, 725 shares, Mr. Guenther, 725 shares. Stock awards
granted under the Incentive Plan vest in five equal annual installments from
the grant date. The shares granted to Directors Troxell and Guenther were
awarded on March 10, 1997.
(4) The shares shown include the following shares subject to options
which were granted under the Incentive Plan and are currently exercisable or
exercisable within 60 days: Mr. Atkins, 7,000 shares; Mr. Kiddoo, 7,000
shares; Mr. Rouse, 51,319 shares; Mr. Troxell, 4,475 shares; Mr. Guenther,
4,475 shares. The shares shown do not include the following shares subject
to options which were granted under the Incentive Plan and are not currently
exercisable or exercisable within 60 days: Mr. Troxell, 1,119 shares; Mr.
Guenther, 1,119 shares. Stock options granted under the Incentive Plan vest
in five equal annual installments from the grant date. The options granted
to Directors Troxell and Guenther were awarded on March 10, 1997.
(5) Mr. Rouse is the sole Named Executive Officer of the Company.
(6) The shares shown include a total of 2,175 shares of Common Stock
granted under the Incentive Plan, and a total of 128,744 shares subject to
options which are currently exercisable or exercisable within 60 days granted
under the Incentive Plan. The shares shown exclude a total of 3,357 shares
subject to options which are not currently exercisable or exercisable within
60 days granted under the Incentive Plan. These shares include 9,200 shares
of common stock beneficially owned by retiring director, Dr. Powell. Dr.
Powell's shares include 7,000 shares subject to options which are currently
exercisable or exercisable within 60 days.
(7) Includes directors and executive officers of the Bank.
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 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 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 beneficial owners were complied with except that reports containing
transactions made by executive officers, Ms. Melinda Waller and Mr. Paul
Wilson, and directors Mr. Michael Martin, and Mr. Ronald Guenther, were
incorrectly reported on Form 4 during fiscal 2000. The correct transactions
were subsequently reported.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board of Directors and through activities of its committees. The Board of
Directors meets monthly and may have additional meetings as needed. During
fiscal 2000, the Board of Directors of the Company held 12 meetings. All of
the directors of the Company attended at least 75% of the total number of the
Company's Board meetings held and committee meetings on which such directors
served during fiscal 2000, with the exception of Mr. Atkins, who attended 58%
of the Board meetings and 50% of the Audit Committee meetings held during
2000.
The Boards of Directors of the Company and the Bank maintain committees,
the nature and composition of which are described below:
Audit Committee. The Audit Committee of the Company is comprised of 3
directors, Messrs. Kiddoo (Chairman) and Atkins and Dr. Powell, each of whom
is independent under National Association of Securities Dealer's listing
standards. The Audit Committee of the Board of Directors is responsible for
assisting the Board of Directors in fulfilling its responsibility to the
stockholders relating to corporate accounting, reporting practices and the
quality and integrity of the financial reports of the Company. Additionally,
the Audit Committee selects the auditors and reviews their independence and
their annual audit. The Audit Committee acts under a written charter adopted
by the Board of Directors, a copy of which is attached to this proxy
statement as Appendix A. This committee meets quarterly or as called by the
committee chairman; it met four times in fiscal 2000.
Audit Committee Report
The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written
disclosures and a letter from the accountants concerning their independence
as required under applicable standards for auditors of public companies. The
Audit Committee discussed with the accountants the contents of such
materials, the accountant's independence and the additional matters required
under Statement on Auditing Standards No. 61. Based on such review and
discussions, the Audit Committee recommended that the Board of Directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000 for filing with
the Securities and Exchange Commission.
Members of the Audit Committee:
Ronald Kiddoo
Clinton C. Atkins
Dr. Morgan C. Powell
Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting consists of Messrs. Atkins, Kiddoo and Troxell. The committee
considers and recommends the nominees for director to stand for election at
the Company's annual meeting of stockholders. The Company's bylaws also
provide for stockholder nominations of directors. These provisions require
such nominations to be made pursuant to timely notice in writing to the
Secretary of the Company. The stockholder's notice of nomination must contain
all information relating to the nominee which is required to be disclosed by
the Company's bylaws and by the Exchange Act. The Nominating Committee met
on January 8, 2001.
Compensation/Benefits Committee. The Compensation/Benefits Committee of
the Company consists of Messrs. Powell (Chairman), Atkins, Kiddoo and
Troxell. This committee meets to establish compensation for the Chief
Executive Officer, approves the compensation of senior officers and various
compensation and benefits to be paid to employees and to review the incentive
compensation programs when necessary. The Compensation/Benefits Committee
met two times in fiscal 2000.
Directors' Compensation
Directors' Fees. For fiscal 2000, directors of the Company and
directors of the Bank received a monthly fee of $500 per month for serving on
each board, and no additional fees were paid for serving on board committees.
The Chairman of the Board received a monthly fee of $500 in addition to any
board fees.
Executive Compensation
Summary Compensation Table. The following table shows, for the fiscal
years ended December 31, 2000, 1999, and 1998, the cash compensation paid by
the Bank, as well as certain other compensation paid or accrued for those
years, to the chief executive officer and executive officers of the Company
and the Bank who received salary and bonuses in excess of $100,000 in fiscal
year 2000 ("Named Executive Officer").
Annual Compensation
---------------------------------------------------------------
Name and All Other
Principal Bonus Compensation
Positions Year Salary ($)(1) ($) ($)(2)
--------------- ---- ------------ ------ ------------
George R. Rouse 2000 $178,800 $7,740 $32,279
President 1999 175,200 -- 32,571
1998 172,100 6,500 41,216
_______________________________
(1) Under Annual Compensation, the column titled "Salary" includes
directors fees of $14,000 per year in fiscal 2000, 1999, and 1998.
(2) Reflects 2,391 shares allocated to Mr. Rouse under the Bank's
Employee Stock Ownership Plan for 2000.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Mr. Rouse (the "Executive"). These employment
agreements are 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 Mr. Rouse.
The Bank's and the Company's employment agreements (collectively, the
"Employment Agreements") provide for a three-year term. The Company's
employment agreement provides for automatic daily extensions such that the
remaining term of the agreement shall be three years unless written notice of
non-renewal is provided by either the Board of Directors or the Executive.
The Bank's employment agreement provides that, commencing on the first
anniversary date and continuing each anniversary date thereafter, the Board
of Directors may extend the 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
the Executive. The Employment Agreements provide that the Executive's base
salary will be reviewed annually. In this regard, the current base salary of
Mr. Rouse is $172,000. In addition to base salary, the Employment Agreements
provide for, among other things, participation in stock benefit plans and
other fringe benefits applicable to executive personnel. The Employment
Agreements provide for termination of the Executive by the Bank or the
Company for cause as defined in the Employment Agreements at any time. In
the event the Bank 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 Bank 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 fifty miles, (iv)
liquidation or dissolution of the Bank or the Company, or (v) a breach of the
Employment Agreement by the Bank or the Company, the Executive or, in the
event of death, his beneficiary would be entitled to an amount equal to the
remaining salary payments under the Employment Agreement and the
contributions that would have been made on the Executive's behalf to any
employee benefit plans of the Bank or the Company during the remaining term
of the Agreements. The Bank and the Company would also continue the
Executive's life, health and disability coverage for the remaining term of
the Employment Agreements.
Under the agreements, if termination, voluntary or involuntary, follows
a change in control of the Bank or the Company, as defined in the Employment
Agreements, the Executive or, in the event of death, his beneficiary, would
be entitled to a severance payment equal to the greater of (i) the payments
due for the remaining terms of the agreement or (ii) three times the average
of the five preceding years' annual compensation. In addition, the Bank and
the Company would continue the Executive's life, health, and disability
coverage for thirty-six months. Payments to the Executive under the Bank's
employment agreement are guaranteed by the Company in the event that payments
or benefits are not paid by the Bank.
Payments and benefits under the Employment Agreements together with
payments from other benefit plans may constitute an excess parachute payment
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), resulting in the imposition of an excise tax on the recipient and
denial of the deduction for such excess amount to the Company and the Bank.
In the event of Mr. Rouse's termination following a change in control,
based solely upon the salary, bonus and other items of cash compensation
received by or payable to Mr. Rouse during 2000, Mr. Rouse would receive
approximately $560,000 in severance payments under the Employment Agreement.
Such amount does not include the effect of any non-cash benefits provided for
under the Employment Agreements, such as common stock or options which vested
or were awarded to Mr. Rouse in 2000.
Incentive Plan.
The Company maintains the Incentive Plan which provides discretionary
awards of common stock and options to purchase common stock to officers and
key employees as determined by a committee of non-employee directors. There
were no grants of options or stock appreciation rights ("SAR's) under the
Incentive Plan to the Named Executive Officers for fiscal 2000.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by
the Named Executive Officer as of February 27, 2001. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the year end price
of the Common Stock. There were no exercises of stock options or SARs during
fiscal 2000 by the Named Executive Officer.
FISCAL YEAR END OPTION/SAR VALUES
Securities Underlying Number of Value of Unexercised In-the-Money
Unexercised Options/SARs at Options/SARs at Fiscal
Fiscal Year End (#) Year End ($)(1)
-------------------------------- ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------- ------------- ---------------- ---------------- --------------
George R. Rouse 51,319 - - -
_______________________________
(1) The market value of underlying securities at fiscal year end ($13.50)
is below the exercise or base price ($14) per share. Options vest at an
annual rate of 20% of the original amount granted beginning on February 14,
1997, unless otherwise accelerated.
Transactions with Certain Related Persons
It is the policy of the Bank to make loans to directors and executive
officers on their principal residence. The Bank also makes available to each
director of the Bank and each director of the Company an approved line of
credit in an amount up to $100,000. The directors may then apply for a loan
from the Bank which may be approved by the Bank's loan officers without
further Board approval, provided that terms of such loan applied for
thereunder, including the collateral securing such loan, are consistent with
the Bank's loan underwriting policies for loans generally available to its
customers. The Bank's policy provides that all loans made by the Bank to its
directors and officers, including the lines of credit to directors, are made
in the ordinary course of business, are 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. As of
December 31, 2000, all outstanding loans to directors and executive officers
were made by the Bank in the ordinary course of business, were not made with
favorable terms, and did not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 2000 were Olive LLP. The Company's Board of Directors has re-appointed
Olive LLP to continue as independent auditors for the Bank and the Company
for the fiscal year ending December 31, 2001, subject to ratification of such
appointment by the stockholders.
Representatives of Olive LLP will be present at the annual meeting.
They will be given an opportunity to make a statement if they desire to do so
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 card will be voted "FOR" ratification of the appointment of Olive LLP
as the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF OLIVE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
Audit Fees
The aggregate fees the Company paid to Olive LLP for the annual audit
and for the review of the Company's Forms 10-QSB for the fiscal year 2000
totaled $42,425.
All Other Fees
The aggregate fees the Company paid to Olive LLP for all other non-audit
services, including fees for tax-related services, during fiscal year 2000
totaled $4,630.
The Audit Committee has determined that the provision of services
rendered for all other fees is compatible with maintaining Olive LLP's
independence.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the 2002 Annual Meeting of Stockholders, 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 not later than November 23,
2001. Any such proposal will be subject to 17 C.F.R. 240.14a-8 of the
Rules and Regulations under the Securities Exchange Act of 1934, as amended.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for a
stockholder to make nominations for the election of directors or proposals
for business to be brought before an Annual Meeting. The stockholder must
give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date 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 date on which
the Company's notice to stockholders of the annual meeting date was mailed or
such public disclosure was made. A copy of the Company's bylaws may be
obtained from the Company.
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 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 then present at the
Annual Meeting and wish to vote your shares in person, your original proxy
may be revoked by voting at the Annual Meeting.
By Order of the Board of Directors
/s/ Jane F. Adams
Jane F. Adams
Corporate Secretary
Champaign, Illinois
March 23, 2001
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Appendix A
GREAT AMERICAN BANCORP, INC.
CHARTER - AUDIT COMMITTEE
Mission Statement
The Committee's role is to assist the Board of Directors in overseeing
all material aspects of Great American Bancorp, Inc.'s (the "Company")
financial reporting, internal control and audit functions, including a
particular focus on the qualitative aspects of financial reporting to
stockholders, on compliance with significant applicable legal, ethical, and
regulatory requirements and to ensure the objectivity of the financial
statements. The Committee's role also includes maintenance of strong,
positive working relationships with management, external and internal
auditors, counsel, and other committee advisors.
Organization
Committee Composition. The Committee shall consist of at least three
board members, a majority of whom shall be independent of management and the
Company. Committee appointments, including selection of the Committee
Chairperson, shall be approved annually by the full Board of Directors.
Meetings. The Committee shall meet at least quarterly. Additional
meetings shall be scheduled as considered necessary by the Committee or
Chairperson. A quorum of the Committee shall be declared when a majority of
the appointed members of the Committee are in attendance.
External Resources. The Committee shall be authorized to access
internal and external resources, as the Committee requires, to carry out its
responsibilities.
Roles and Responsibilities
Communication with the Board of Directors and Management
1. The Chairperson and others on the Committee shall, to the extent
appropriate, have contact throughout the year with senior management, the
Board of Directors, external and internal auditors and legal counsel, as
applicable, to strengthen the Committee's knowledge of relevant current and
prospective business issues, risks and exposures. This will include requests
by the Committee that members of management, counsel and the internal and
external auditors, as applicable, participate in Committee meetings, as
necessary, to carry out the Committee's responsibilities.
2. The Committee, with input from management and other key committee
advisors, shall develop an annual plan, which shall include an agenda and
procedures for the review of the Company's quarterly financial data, its year
end audit, the procedures and results of the internal audit and the review of
the independence of its accountants.
3. The Committee, through the Committee Chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the full
Board of Directors.
4. The Committee shall make recommendations to the full Board of
Directors regarding the compensation to be paid to the external auditors and
its views regarding the retention of the auditors for the upcoming fiscal
year.
Review of the Internal Audit
1. If the internal auditors identify significant issues relative to the
overall board responsibility that have been communicated to management but,
in their judgment, have not been adequately addressed, they should
communicate these issues to the Committee.
2. The Committee shall meet with the internal auditors, at least
annually, to review the status of the internal audit activities, any
significant findings and recommendations by the internal auditors and
management's response.
3. The Committee shall review and assess the annual internal audit plan,
including the activities and organizational structure of the internal audit
function.
4. The internal audit function shall be responsible to the Board of
Directors through the Committee.
Review of the External Audit
1. The Committee shall meet with the external auditors, at least
annually, who shall report all relevant issues to the Committee.
2. The external auditors, in their capacity as independent public
accountants, shall be responsible to the Board of Directors and the Audit
Committee as representatives of the stockholders.
3. The Committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review should include
a determination of whether the annual financial statements are complete and
consistent with the information known to Committee members. This review
shall also include a
review of key financial statement issues and risks, their impact or potential
effect on reported financial information, the processes used by management to
address such matters, related auditor views and the basis for audit
conclusions. Any important conclusions concerning the year-end audit work
should be discussed well in advance of the public release of the annual
financial statements.
4. The Committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The Committee shall
ensure receipt of a formal written statement from the external auditors
consistent with standards set by the Independence Standards Board.
Additionally, the Committee shall discuss with the auditor relationships or
services that may affect auditor objectivity or independence. If the
Committee is not satisfied with the auditors' assurances of independence, it
shall take or recommend to the full Board of Directors appropriate action to
ensure the independence of the external auditor.
5. The Committee shall review any important recommendations from the
auditors on financial reporting, controls or other matters, as well as
management's response.
6. If the external auditors identify significant issues relative to the
overall board responsibility that have been communicated to management but,
in their judgment, have not been adequately addressed, they should
communicate these issues to the Committee.
Reporting to Stockholders
1. The Committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any important
issues on interim financial statements should be discussed well in advance of
the public release of the interim financial statements.
2. The Committee will ensure that management requires that the external
auditors review the financial information included in the Company's interim
financial statements before the Company files its quarterly reports with the
Securities and Exchange Commission.
3. The Committee shall review all major financial reports in advance of
filings or distribution, including the annual report.
4. The Committee shall annually provide a written report of its
activities and findings, a copy of which shall be included within the proxy
statement for the annual meeting. The report shall appear over the names of
the Audit Committee. Such report shall be furnished to and approved by the
full Board of Directors prior
to its inclusion in the proxy statement. The report will state whether the
Committee:
(i) has reviewed and discussed the audited financial statements with
management;
(ii) has discussed with the independent auditors the matters set
forth in Statement of Auditing Standards No. 61;
(iii) has received the written disclosures and the letter from the
independent auditors regarding the independence required by Independence
Standards Board Standard No. 1;
(iv) has discussed with the auditors their independence; and
(v) based on the review and discussion of the audited financial
statements with management and the independent auditors, has recommended to
the Board of Directors that the audited financial statements be included in
the Company's annual report on Form 10-KSB.
5. The Company shall disclose that the Committee is governed by a written
charter, a copy of which has been approved by the full Board of Directors.
The Committee shall review the charter annually, assess its adequacy and
propose appropriate amendments to the full Board of Directors. A copy of the
charter shall be filed as an appendix to the proxy statement at least every
three years.
Regulatory Examinations
The Committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.
Committee Self Assessment and Education
1. The Committee shall review, discuss and assess its own performance as
well as the Committee's role and responsibilities, seeking input from senior
management, the full Board of Directors and others.
2. The Committee shall review significant accounting and reporting
issues, including recent professional and regulatory pronouncements, and
understand their impact on the Company's business, results of operation and
financial statements.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate
and in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty
of the Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with
laws and regulations.
Great American Bancorp, Inc.
Proxy Card
2001 Annual Meeting of Shareholders
Front side:
REVOCABLE PROXY
GREAT AMERICAN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 24, 2001
9:30 a.m., Central Time
--------------------------------
The undersigned hereby appoints the Board of Directors of Great American
Bancorp, Inc. (the "Company") to act as proxy 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 on
Tuesday, April 24, 2001, at 9:30 a.m., Central Time, at the offices of First
Federal Savings Bank of Champaign-Urbana, 1311 South Neil Street, Champaign,
Illinois 61820 and at any and all adjournments thereof, as follows:
1. The election as director of the nominees listed (except as marked to the
contrary below).
George R. Rouse FOR VOTE WITHHELD
Ronald E. Guenther FOR VOTE WITHHELD
2. The ratification of the appointment of Olive LLP as independent auditors
of Great American Bancorp, Inc. for the fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
PRESENTED.
Great American Bancorp, Inc.
Proxy Card
2001 Annual Meeting of Shareholders
Back side:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GREAT AMERICAN
BANCORP, INC.
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 the Board of Directors in their best judgment. At the
present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders
and of a Proxy Statement dated March 23, 2001 and of the Annual Report
to Stockholders.
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.
Dated:
----------------------------------------
SIGNATURE OF STOCKHOLDER
---------------------------------------
SIGNATURE OF STOCKHOLDER
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
Great American Bancorp, Inc.
Vote Authorization Form Incentive Plan
2001 Annual Meeting of Shareholders
Dear Participant:
The Great American Bancorp, Inc. 1995 Incentive Plan (the
"Incentive Plan") holds 7,204 shares of common stock of Great American
Bancorp, Inc. (the "Company"), the parent holding company for First
Federal Savings Bank of Champaign-Urbana (the "Bank"), for the benefit
of the directors and employees of the Company and Bank. As a
participant in the Incentive Plan, you are entitled to direct the
voting of the shares of the Company's common stock held by the
Incentive Plan which have been granted to you as a Stock Award and
which have not yet been earned and distributed to you pursuant to the
Incentive Plan.
We, the Board of Directors, are forwarding to you the attached
Vote Authorization Form, provided for the purpose of conveying your
voting instructions to the Incentive Plan Trustee.
A committee of non-employee directors of the Company administers
the Incentive Plan. An unrelated third party, US Bank, has been
appointed as the corporate trustee for the Incentive Plan Trust (the
"Incentive Plan Trustee"). The Incentive Plan Trustee will vote those
shares of the Company's common stock held in the Incentive Plan Trust
in accordance with the instructions of the participants.
At this time, in order to direct the voting of shares allocated to
your account under the Incentive Plan, you must fill out and sign the
enclosed Vote Authorization Form and return it in the accompanying
envelope. Your vote will not be revealed, directly or indirectly, to
any officer or other employee of the Company or Bank. Your shares will
be tallied by the Incentive Plan Trustee and then the Incentive Plan
Trustee will vote all shares held in the Incentive Plan Trust.
Sincerely,
GREAT AMERICAN BANCORP, INC.
/s/ George R. Rouse
The Board of Directors
Name: Number of Shares:
VOTE AUTHORIZATION FORM
I hereby instruct the Trustee of the Great American Bancorp, Inc.
1995 Incentive Plan ("Incentive Plan") to vote all shares attributable
to me as follows:
1. The election as director of the nominees listed (except as
marked to the contrary below).
George R. Rouse FOR VOTE WITHHELD
Ronald E. Guenther FOR VOTE WITHHELD
2. The ratification of the appointment of Olive, LLP as
independent auditors of Great American Bancorp, Inc. for the
fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
I understand that my voting instructions are solicited on behalf
of the Incentive Plan Trustee for the Annual Stockholders Meeting to be
held on April 24, 2001. I understand that if I sign this form without
indicating specific instructions, my shares will be voted "FOR" the
listed proposals and "FOR" other matters recommended by the Board of
Directors.
- ----------------- ---------------------------------
Date Signature
Please date, sign and return this form by April 17, 2001
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS
Great American Bancorp, Inc.
Vote Authorization Form Employee Stock Ownership Plan
2001 Annual Meeting of Shareholders
Dear Employee:
The First Federal Savings Bank of Champaign-Urbana Employee Stock
Ownership Plan ("ESOP") holds 146,560 shares of common stock of Great
American Bancorp, Inc. (the "Company"), the parent holding company for
First Federal Savings Bank of Champaign-Urbana (the "Bank"), for the
benefit of the employees of the Bank. As a participant in the ESOP,
you may direct the voting of the shares of the Company's common stock
held by the ESOP Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached
Vote Authorization Form, provided for the purposes of conveying your
voting instructions to the ESOP Trustee.
The Personnel and Salary Committee of the Board of Directors of
the Bank administers the ESOP. US Bank, an unrelated third party, has
been appointed as the corporate trustee for the ESOP (the "ESOP
Trustee"). As of the Record Date, February 27, 2001, 126,812 shares of
Common Stock in the ESOP had been allocated to participating employees.
The ESOP Trustee will vote the allocated shares held in the ESOP Trust
in accordance with the instructions of the participants. All
unallocated shares held in the ESOP Trust and allocated shares for
which voting instructions are not received will be voted in the same
proportion as those allocated shares for which voting instructions are
received, so long as such vote is in accordance with the provisions of
the Employment Retirement Income Security Act of 1974, as amended.
At this time, in order to direct the voting of shares allocated to
your account under the ESOP, you must fill out and sign the enclosed
Vote Authorization Form and return it in the accompanying envelope.
Your vote will not be revealed, directly or indirectly, to any officer
or other employee of the Company or Bank. Your shares will be tallied
by the ESOP Trustee and then the ESOP Trustee will vote the number of
shares in the ESOP Trust for which it has received voting instructions.
Sincerely,
FIRST FEDERAL SAVINGS BANK OF
CHAMPAIGN-URBANA
/s/ George R. Rouse
The Board of Directors
Name: Number of Shares:
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the ESOP Trustee is the holder
of record and custodian of all shares of Great American Bancorp, Inc.
(the "Company") common stock attributable to me under the First Federal
Savings Bank of Champaign-Urbana Employee Stock Ownership Plan.
Further, I understand that my voting instructions are solicited on
behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders on April 24, 2001.
Accordingly, you are to vote all shares attributable to me as
follows:
1. The election as director of the nominees listed (except as
marked to the contrary below).
George R. Rouse FOR VOTE WITHHELD
Ronald E. Guenther FOR VOTE WITHHELD
2. The ratification of the appointment of Olive, LLP as
independent auditors of Great American Bancorp, Inc. for the
fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
The ESOP Trustee is hereby authorized to vote any shares
attributable to me in his or her trust capacity as indicated above.
- ---------------- ---------------------------------
Date Signature
Please date, sign and return this form by April 17, 2001
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS