SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to (S) 240.14a-12
GREAT AMERICAN BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
March 22, 2002
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 23,
2002, 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 BKD, LLP, whom the Company has appointed as independent
auditors for the fiscal year ending December 31, 2002, 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 23, 2002
__________________________
On Tuesday, April 23, 2002, Great American Bancorp, Inc. (the
"Company") will hold its annual meeting of stockholders at the offices of
First Federal Savings Bank of Champaign-Urbana (the "Bank"), 1311 South Neil
Street, Champaign, Illinois. The meeting will begin at 9:30 a.m., Central
Time.
At the annual meeting, stockholders will consider and vote upon the
following matters:
1. The election of one director to a three-year term of office;
2. The ratification of the appointment of BKD, LLP as independent
auditors of the Company for the fiscal year ending December 31, 2002; 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 set February 26, 2002, as the record date for
the annual meeting. This means that only record holders of the common stock
of the Company as of the close of business on that date are entitled to
receive notice of the annual meeting and to vote at the annual meeting.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the annual meeting and vote in person.
By Order of the Board of Directors
/s/ Jane F. Adams
Jane F. Adams
Corporate Secretary
Champaign, Illinois
March 22, 2002
GREAT AMERICAN BANCORP, INC.
_______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2002
_______________________
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 of proxies to be used at the annual meeting of
stockholders to be held on Tuesday, April 23, 2002, 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 and at any adjournments
thereof. The 2001 Annual Report to Stockholders, including consolidated
financial statements for the fiscal year ended December 31, 2001, and a proxy
card, accompanies this proxy statement, which is first being mailed to record
holders on or about March 22, 2002.
Who Can Vote at the Meeting
You are entitled to vote your Company common stock only if the records
of the Company show that you held your shares as of the close of business on
February 26, 2002, which has been fixed by the Board of Directors as the
record date. The total number of shares of common stock outstanding on the
record date was 855,477 shares. Each share of common stock has one vote. 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 are not entitled to any vote with respect
to the shares held in excess of the 10% limit.
Vote Required
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 10% 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, you may vote "FOR" the election of the
nominee proposed by the Board of Directors, or "WITHHOLD AUTHORITY" to vote
for the nominee being proposed. There is no cumulative voting for the
election of directors. 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 BKD, LLP as independent auditors of the Company
and all other matters that may properly come before the annual meeting, by
checking the appropriate box, you 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.
Voting by Proxy
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 nominee for director named in this proxy statement and "FOR"
the ratification of BKD, LLP as independent auditors for the fiscal year
ending December 31, 2002.
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.
Participants in the Bank's ESOP
If you participate in the Bank's Employee Stock Ownership Plan
("ESOP"), you will receive 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. The deadline for returning your voting instructions
to the ESOP trustee is April 16, 2002.
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, 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 139,468(1) 16.30%
Champaign-Urbana Employee
Stock Ownership Plan
1311 S. Neil Street
Champaign, IL 61820
Common Stock Clinton C. Atkins 88,775(2) 10.29%
2001 Kankakee Drive
Champaign, IL 61821
Common Stock George R. Rouse 107,402(3) 11.84%
1311 S. Neil Street
Champaign, IL 61820
______________________________
(1) As of February 26, 2002, all 139,468 shares had been allocated under the
ESOP. See "Participants in the Bank's ESOP" for a discussion of the ESOP's
voting procedures.
(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 36,135 shares held in an Individual Retirement Account for Mr.
Rouse, 19,748 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.
The following table provides information about the shares of the
Company common stock that may be considered to be beneficially owned by each
director or nominee for director of the Company and by all directors and
executive officers of the Company as a group as of February 26, 2002. Unless
otherwise indicated, each of the named individuals has sole voting power and
sole investment power with respect to the shares shown.
Number of Shares
Number of That May Be
Shares Owned Acquired Within 60 Percent of
(Excluding Days by Exercising Common Stock
Name Options) Options Outstanding(1)
- ----------------- ------------- ------------------ --------------
Clinton C. Atkins 81,775 7,000 10.29%
Ronald Kiddoo 9,000 7,000 1.86
Ronald E. Guenther 2,911 (2) 5,594 0.99
George R. Rouse 56,083 (3) 51,319 11.84
Jack B. Troxell 3,411 (4) 5,594 1.05
All directors and executive
officers as a group
(13 persons) (5) 227,742 130,661 36.34
____________________________
(1) Based on 855,477 shares of Company common stock outstanding and entitled
to vote as of February 26, 2002, plus the number of shares that may be
acquired within 60 days by each individual (or group of individuals) by
exercising stock options.
(2) Included 363 unvested shares awarded under the 1995 Great American
Incentive Plan, for which Mr. Guenther has voting power but not investment
power.
(3) Includes 200 shares owned by Mr. Rouse's spouse and children. Also
includes 15,546 shares allocated under the Bank's Employee Stock Ownership
Plan, for which Mr. Rouse has voting power but not investment power.
(4) Includes 363 unvested shares award under the 1995 Great American
Incentive Plan, for which Mr. Troxell has voting power but not investment
power.
(5) Includes directors and executive officers of the Bank.
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 nominee proposed for election at this Annual Meeting is Jack B.
Troxell, who currently serves as a director of the Company.
In the event that Mr. Troxell 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. Troxell
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 nominee proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEE NAMED IN THIS PROXY STATEMENT.
Information regarding the nominee for election at the annual meeting,
as well as information regarding the continuing directors, whose terms expire
in 2003 and 2004, is provided below. Unless otherwise stated, the nominee
has held his current occupation for the last five years. The age indicated
for each individual is as of February 26, 2002. The indicated period for
service as a director includes service as a director of the Bank.
Nominee for Election of Director
Jack B. Troxell is the Owner and President of C-U Liquor LTD, retail
beverage stores. Mr. Troxell is also a director of the Bank's wholly owned
subsidiary, Park Avenue Service Corporation. Age 57. Director since 1997.
Directors Continuing in Office
The following directors have terms ending in 2003:
Clinton C. Atkins is the Chairman of Hobbico, Inc., a hobby retailer
and supplier, and Owner of the The Atkins Group, North Pointe Development and
Stone Creek Development, all real estate development firms. Age 56.
Director since 1984.
Ronald Kiddoo is the Chairman of the Board and Chief Investment Officer
of Cozad Asset Management, Inc., an investment advisory firm. Mr. Kiddoo
also serves as a director of the Bank's wholly-owned subsidiary, Park Avenue
Service Corporation. Age 59. Director since 1987.
The following directors have terms ending in 2004:
Ronald E. Guenther is the Athletic Director of the University of
Illinois. Age 56. Director since 1997.
George R. Rouse is the President and Chief Executive Officer of the
Company and President of the Bank. Mr. Rouse also serves as President of the
Bank's wholly-owned subsidiary Park Avenue Service Corporation. Age 51.
Director since 1982.
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 one report
containing one transaction made by Mr. Wilson, an executive officer, in which
securities Mr. Wilson is deemed to have a direct pecuniary interest, was not
filed on a timely basis on Form 4 due to administrative error. This
transaction was 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 2001, 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 2001.
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), Atkins and Guenther, 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. This committee meets quarterly or as called by
the committee chairman; it met four times in fiscal 2001.
Nominating Committee. The Company's Nominating Committee for the 2002
Annual Meeting consists of Messrs. Atkins, Kiddoo and Guenther. 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 14, 2002.
Compensation/Benefits Committee. The Compensation/Benefits Committee
of the Company consists of Messrs. Guenther (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 2001.
Directors' Compensation
Directors' Fees. For fiscal 2001, 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, 2001, 2000, and 1999, 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 $100,000 in fiscal
year 2001 ("Named Executive Officer").
Annual Compensation
---------------------------------------------------------------
Name and All Other
Principal Bonus Compensation
Positions Year Salary($)(1) ($) ($)(2)
--------------- ---- ----------- ------- ------------
George R. Rouse 2001 $189,440 $17,888 $41,169
President 2000 178,800 7,740 32,279
1999 175,200 - 32,571
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes directors
fees of $14,000 per year in fiscal 2001, 2000, and 1999.
(2) Reflects 1,812 shares allocated to Mr. Rouse under the Bank's Employee
Stock Ownership Plan for 2001.
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 $178,880. 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 if the Executive resigns from
the Bank or the Company after specified circumstances that would constitute
constructive termination, 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 following a change in control of the Bank or
the Company, the Executive's employment is involuntarily terminated or if the
Executive voluntarily terminates his employment in connection with
circumstances specified in the agreement then, 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. Upon termination of the Executive for reasons other than cause
or change in control, the Executive must adhere to a one-year non-competition
agreement.
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 2001, Mr. Rouse would receive
approximately $622,000 in severance payments under the Employment Agreement.
Such amount does not include the effect of any non-cash benefits provided for
under the Employment Agreements, such as common stock or options which vested
or were awarded to Mr. Rouse in 2001.
Option Value at Fiscal Year End
The following table provides information regarding unexercised stock
options for Mr. Rouse as of February 26, 2002. Mr. Rouse did not exercise
any stock options during the year ended December 31, 2001.
Securities Underlying Number Value of Unexercised In-the-
of Unexercised Options/SARs Money Options/SARs at Fiscal
at Fiscal Year End (#) Year End ($)(1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------- ----------- ------------- ----------- -------------
George R. Rouse 51,319 -- 447,502 --
_______________________________
(1) The value of unexercised in-the-money stock options equals the market
value of the underlying securities at fiscal year end ($22.72) minus the
exercise price ($14) per share. Options are in-the-money if the market value
of the underlying securities is greater than the exercise price of the
option.
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, 2001, 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
OF INDEPENDENT AUDITORS
On June 1, 2001, Olive LLP, the Company's independent auditors for the
fiscal year ended December 31, 2001, merged with Baird, Kurtz & Dobson to
form BKD, LLP. The Board of Directors has appointed BKD, LLP to be its
auditors for the 2002 fiscal year, subject to the ratification by
stockholders. A representative of BKD, LLP is expected to be present at the
annual meeting to respond to appropriate questions from stockholders and will
have the opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the independent auditors is
not approved by a majority of the votes cast by stockholders at the annual
meeting, the Board of Directors will consider other independent auditors.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of independent auditors.
The following table sets forth the fees billed to the Company for the
fiscal year ending December 31, 2001 by Olive LLP and its successor entity:
Audit fees $19,500
Financial information and systems $ --
All other fees* $14,100
__________________
*Includes fees for tax-related services and assistance with securities
filings.
The Audit Committee believes that the provision of non-audit services
by BKD, LLP are compatible with maintaining BKD, LLP's independence.
Report of the Audit Committee
The Audit Committee of the Board of Directors is responsible for
exercising independent, objective oversight of Great American Bancorp's
independent auditors, accounting functions and internal controls. The Audit
Committee is comprised of three directors, each of whom is independent under
The Nasdaq Stock Market, Inc.'s listing standards. The Audit Committee acts
under a written charter adopted by the Board of Directors.
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 accountants' independence and the additional matters required
under Statement on Auditing Standards No. 61. Based on such review and
discussion, the Audit Committee recommended that the Board of Directors
include the audited consolidated financial statements in Great American
Bancorp's Annual Report on Form 10-KSB for the year ended December 31, 2001
for filing with the Securities and Exchange Commission.
The Audit Committee's responsibility is to monitor and review the
Company's financial reporting process, including its system of internal
control and the preparation of consolidated financial statements. It is not
the duty or the responsibility of the Audit Committee to conduct auditing or
accounting reviews or procedures. The Audit Committee's oversight does not
provide it with an independent basis to determine that management has
maintained appropriate accounting and financial reporting principles or
policies, or appropriate internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions with
management and the independent auditors do not assure that the Company's
financial statements are presented in accordance with generally accepted
accounting principles, that the audit of the Company's financial statements
has been carried out in accordance with generally accepted auditing standards
or that the Company's independent accountants are in fact "independent."
Members of the Audit Committee:
Ronald Kiddoo
Clinton C. Atkins
Ronald E. Guenther
STOCKHOLDER PROPOSALS AND NOMINATIONS
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2003 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 22, 2002. 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.
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.
MISCELLANEOUS
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 22, 2002
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
Great American Bancorp, Inc.
Proxy Card
2002 Annual Meeting of Shareholders
Front side:
REVOCABLE PROXY
GREAT AMERICAN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 23, 2002
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 23, 2002, 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 nominee listed (except as marked to the
contrary below).
Jack B. Troxell FOR [ ] VOTE WITHHELD [ ]
2. The ratification of the appointment of BKD, LLP as independent auditors of
Great American Bancorp, Inc. for the fiscal year ending December 31, 2002.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE PROPOSALS PRESENTED.
Great American Bancorp, Inc.
Proxy Card
2002 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 22, 2002 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.
VOTE AUTHORIZATION FORM
GREAT AMERICAN BANCORP, INC.
1995 INCENTIVE PLAN
Dear Participant:
The Great American Bancorp, Inc. 1995 Incentive Plan (the "Incentive
Plan") holds 6,118 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 nominee listed (except as marked
to the contrary below).
Jack B. Troxell [ ] FOR [ ] VOTE WITHHELD
(2) The ratification of the appointment of BKD, LLP as independent
auditors of Great American Bancorp, Inc. for the fiscal year ending December
31, 2002.
[ ] 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 23, 2002. 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 16, 2002
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS
VOTE AUTHORIZATION FORM
FIRST FEDERAL SAVINGS BANK OF CHAMPAIGN-URBANA
EMPLOYEE STOCK OWNERSHIP PLAN
Dear Employee:
The First Federal Savings Bank of Champaign-Urbana Employee Stock
Ownership Plan ("ESOP") holds 139,468 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 26, 2002, all 136,468 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. 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
23, 2002.
Accordingly, you are to vote all shares attributable to me as follows:
(1) The election as director of the nominee listed (except as marked
to the contrary below).
Jack B. Troxell [ ] FOR [ ] VOTE WITHHELD
(2) The ratification of the appointment of BKD, LLP as independent
auditors of Great American Bancorp, Inc. for the fiscal year ending December
31, 2002.
[ ] 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 16, 2001
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS