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.
- ----------------------------------------------------------------------------
(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:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------
(3) Filing Party:
---------------------------------------------
(4) Date Filed:
---------------------------------------------
GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
March 21, 2003
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 22,
2003, 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, 2003, 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 22, 2003
__________________________________
On Tuesday, April 22, 2003, 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 two directors 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, 2003; 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 25, 2003, 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 21, 2003
GREAT AMERICAN BANCORP, INC.
_______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 22, 2003
_______________________
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 22, 2003, 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 2002 Annual Report to Stockholders, including consolidated
financial statements for the fiscal year ended December 31, 2002, and a proxy
card, accompanies this proxy statement, which is first being mailed to record
holders on or about March 21, 2003.
VOTING AND PROXY PROCEDURE
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 25, 2003, 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 777,490 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.
Attending the Meeting
If you are a beneficial owner of Company common stock held by a broker,
bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or
letter from a bank or broker are examples of proof of ownership. If you want
to vote your shares of Company common stock held in street name in person at
the meeting, you will have to get a written proxy in your name from the
broker, bank or other nominee who holds your shares.
Vote Required
The annual meeting will be held only if there is a quorum. A quorum
exists if a majority of the outstanding shares of common stock entitled to
vote is represented at the meeting. If you return valid proxy instructions
or attend the meeting in person, your shares will be counted for purposes of
determining whether there is a quorum, even if you abstain from voting.
Broker non-votes also will be counted for purposes of determining the
existence of a quorum. A broker non-vote occurs when a broker, bank or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner.
As to the election of directors, you may vote "FOR" the election of the
nominees proposed by the Board of Directors, or "WITHHOLD AUTHORITY" to vote
for the nominees 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.
Voting by Proxy
The Board of Directors of the Company is sending you this proxy
statement for the purpose of requesting that you allow your shares of Company
common stock to be represented at the annual meeting by the persons named in
the enclosed proxy card. All shares of Company common stock represented at
the annual meeting by properly executed and dated proxies will be voted
according to the instructions indicated on the proxy card. If you sign, date
and return a proxy card without giving voting instructions, your shares will
be voted as recommended by the Company's Board of Directors. The Board of
Directors recommends a vote FOR each of the nominees for director and FOR
ratification of BKD,LLP as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own best judgment to determine how to vote your shares. This includes
a motion to adjourn or postpone the annual meeting in order to solicit
additional proxies. If the annual meeting is postponed or adjourned, your
Company common stock may be voted by the persons named in the proxy card on
the new annual meeting date as well, unless you have revoked your proxy. The
Company does not know of any other matters to be presented at the annual
meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your
shares in person. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.
If your Company common stock is held in "street name" you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker, bank or other nominee may
allow you to deliver your voting instructions via the telephone or the
Internet. Please see the instruction form provided by your broker, bank or
other nominee that accompanies this proxy statement.
Participants in the Bank's KSOP
If you participate in the Bank's Employee Savings and Stock Ownership
Plan ("KSOP"), you will receive with this proxy statement a voting
instruction form that reflects all shares you may vote under the KSOP. Under
the terms of the KSOP, all shares held by the KSOP are voted by the KSOP
trustee, but each participant in the KSOP may direct the trustee how to vote
the shares of Company common stock allocated to his or her account. The KSOP
trustee, subject to the exercise of its fiduciary duties, will vote all
unallocated shares of Company common stock held by the KSOP and allocated
shares for which no voting instructions are received in the same proportion
as shares for which it has received timely voting instructions. The deadline
for returning your voting instructions to the KSOP trustee is April 15, 2003.
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 142,391 (1) 18.31%
Champaign-Urbana Employee
Savings and Stock Ownership Plan
1311 S. Neil Street
Champaign, IL 61820
Common Stock Clinton C. Atkins 77,475 (2) 9.88%
1311 S. Neil Street
Champaign, IL 61820
Amount and
Nature of
Name and Address Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
- ------------------ ----------------------------- --------- ----------
Common Stock George R. Rouse 109,757 (3) 13.24%
1311 S. Neil Street
Champaign, IL 61820
______________________________
(1) As of February 25, 2003, all 142,391 shares had been allocated to
participants under the KSOP. See "Voting and Proxy Procedure - Participants
in the Bank's KSOP" for a discussion of the KSOP's voting procedures.
(2) Includes 7,000 shares subject to immediately exercisable options granted
under the 1995 Great American Bancorp, Inc. Incentive Plan ("Incentive
Plan").
(3) Includes 100 shares owned by Mr. Rouse's spouse and child. Also includes
21,603 shares allocated under the Bank's Employee Savings and Stock Ownership
Plan, for which Mr. Rouse has voting power but not investment power, 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 25, 2003. 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 70,475 7,000 9.88%
Ronald Kiddoo 9,000 5,500 1.85
Ronald E. Guenther 3,111 5,594 1.11
George R. Rouse 58,438 (2) 51,319 13.24
Jack B. Troxell 6,836 5,594 1.59
All directors and executive
officers as a group
(13 persons) (3) 226,903 129,161 39.27
____________________________
(1) Based on 777,490 shares of Company common stock outstanding and entitled
to vote as of February 25, 2003, plus the number of shares that may be
acquired within 60 days by each individual (or group of individuals) by
exercising stock options.
(2) Includes 100 shares owned by Mr. Rouse's spouse and child. Also includes
21,603 shares allocated under the Bank's Employee Savings and Stock Ownership
Plan, for which Mr. Rouse has voting power but not investment power.
(3) Includes directors and executive officers of the Bank.
PROPOSAL 1. ELECTION OF DIRECTOR
The Board of Directors of the Company currently consists of five
directors, four of who are independent under the listing standards of the
Nasdaq SmallCap Market, 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 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 Clinton C.
Atkins and Ronald Kiddoo, who currently serve as directors of the Company.
In the event that Mr. Atkins or Mr. Kiddoo 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. Atkins or Mr. Kiddoo 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 regarding the nominees for election at the annual meeting,
as well as information regarding the continuing directors, whose terms expire
in 2004 and 2005, is provided below. Unless otherwise stated, the nominees
have held their current occupation for the last five years. The age
indicated for each individual is as of February 25, 2003. The indicated
period for service as a director includes service as a director of the Bank.
Nominees for Election of Director
Clinton C. Atkins is the Chairman of Hobbico, Inc., a hobby retailer and
supplier, and Owner of The Atkins Group, North Pointe Development and Stone
Creek Development, all real estate development firms. Age 57. 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 60. Director since 1987.
Directors Continuing in Office
The following directors have terms ending in 2004:
Ronald E. Guenther is the Athletic Director of the University of
Illinois. Mr. Guenther also serves as a director of the Bank's wholly-owned
subsidiary, Park Avenue Service Corporation. Age 57. 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 52.
Director since 1982.
The following director has a term ending in 2005:
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 58. Director since 1997.
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 2002, 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 2002.
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), Troxell 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 seven times in fiscal 2002.
Nominating Committee. The Company's Nominating Committee for the 2003
Annual Meeting consists of Messrs. Guenther 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. See "Stockholder Proposals and
Nominations." The Nominating Committee met on January 13, 2003.
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 2002.
Directors' Compensation
Directors' Fees. Directors of the Company and directors of the Bank
receive a monthly fee of $800 per month, and no additional fees for serving
on board committees. The Chairman of the Board receives 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, 2002, 2001, and 2000, 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 $100,000 in fiscal
year 2002 ("Named Executive Officer").
Annual Compensation
Name and --------------------------- All Other
Principal Bonus Compensation
Positions Year Salary($)(1) ($) ($)(2)
--------------- ---- ----------- ------- ------------
George R. Rouse 2002 $204,680 $16,370 $20,023
President 2001 189,440 17,888 41,169
2000 178,800 7,740 32,279
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes directors
fees of $17,000 in fiscal 2002, and $14,000 per year in fiscal 2001 and 2000.
(2) Reflects cash contributions allocated to Mr. Rouse under the Bank's
Employee Savings and Stock Ownership Plan for 2002.
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 $200,000. 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 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 2002, Mr. Rouse would receive
approximately $723,000 in severance payments under the Employment Agreement.
Such amount does not include the effect of any non-cash benefits provided for
under the Employment Agreements, such as common stock or options which vested
or were awarded to Mr. Rouse in 2002.
Option Value at Fiscal Year End
The following table provides information regarding unexercised stock
options for Mr. Rouse as of February 25, 2003. Mr. Rouse did not exercise
any stock options during the year ended December 31, 2002.
Securities Underlying Number Value of Unexercised In-the-
of Unexercised Options/SARs Money Options/SARs at Fiscal
at Fiscal Year End (#) Year End ($)(1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------- ----------- ------------- ----------- -------------
George R. Rouse 51,319 -- 733,862 --
_______________________________
(1) The value of unexercised in-the-money stock options equals the market
value of the underlying securities at fiscal year end ($28.30) 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.
Stock Options Under Equity Compensation Plans
The following table provides information regarding stock options granted
to directors and key officers under the 1995 Great American Bancorp, Inc.
Incentive Plan ("Incentive Plan") as of February 25, 2003. The Incentive
Plan was approved by shareholders at the Company's annual meeting of
stockholders held on February 14, 1996.
Equity Compensation Plan Information
- -------------------------------------------------------------------------------------------------
Number of securities
remaining available for
Number of securities Weighted-average future issuance under
to be issued upon exercise price of equity compensation plans
exercise of outstanding outstanding options, (excluding securities
Plan Category options, warrants and rights warrants and rights reflected in column (a))
- ----------------- ---------------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 175,401 $14.26 23,574
Equity compensation
plans not approved by
security holders -- -- --
------- ------ ------
Total 175,401 $14.26 23,574
======= ====== ======
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 two transactions
made by Mr. Troxell, a director, were not filed on a timely basis on Form 4
due to administrative error. These transactions were subsequently reported.
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, 2002, 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
The Audit Committee of the Board of Directors has appointed BKD, LLP to
be its auditors for the 2003 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 Audit Committee 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, 2002 by BKD, LLP:
Audit fees . . . . . . . . . . . . . . . . . . . . . $21,400
Financial information systems design and
implementation fee . . . . . . . . . . . . . . . . . $ --
All other fees*. . . . . . . . . . . . . . . . . . . $21,625
__________________
*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 Company's Board of Directors is composed of
three non-employee directors and operates under a written charter adopted by
the Board of Directors, a copy of which was included in the 2001 proxy
statement. The Board of Directors has determined that each Audit Committee
member is independent in accordance with the listing standards of the Nasdaq
SmallCap Market.
The Company's management is responsible for the Company's internal
controls and financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those
financial statements with generally accepted accounting principles. The
Audit Committee oversees the Company's internal controls and financial
reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. The Audit Committee discussed
with the independent auditors matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication With Audit Committees), including
the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures
in the financial statements.
In addition, the Audit Committee has received the written disclosures
and the letter from the independent auditors required by the Independence
Standards Board Standard No. 1 (Independence Discussions With Audit
Committees) and has discussed with the independent auditors the auditors'
independence from the Company and its management. In concluding that the
auditors are independent, the Audit Committee considered, among other
factors, whether the non-audit services provided by the auditors were
compatible with its independence.
The Audit Committee discussed with the Company's independent auditors
the overall scope and plans for their audit. The Audit Committee meets with
the independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting.
In performing all of these functions, the Audit Committee acts only in
an oversight capacity. In its oversight role, the Audit Committee relies on
the work and assurances of the Company's management, which has the primary
responsibility for financial statements and reports, and of the independent
auditors who, in their report, express an opinion on the conformity of the
Company's financial statements to generally accepted accounting principles.
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 have been carried out in accordance with
generally accepted auditing standards or that the Company's independent
auditors are in fact "independent."
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the board has approved,
that the audited consolidated financial statements be included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2002
for filing with the Securities and Exchange Commission. The Audit Committee
and the Board of Directors also have approved, subject to stockholder
ratification, the selection of the Company's independent auditors.
Members of the Audit Committee:
Ronald Kiddoo
Jack B. Troxell
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 2004 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,
2003. Any such proposal will be subject to tthe requirements of the proxy
rules adopted by the Securities and Exchange Commission.
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
If you and others who share your address own your shares in street name,
your broker or other holder of record may be sending only one annual report
and proxy statement to your address. This practice, known as "householding,"
is designed to reduce our printing and postage costs. However, if a
shareholder residing at such an address wishes to receive a separate annual
report or proxy statement in the future, he or she should contact the broker
or other holder of record. If you own your shares in street name and are
receiving multiple copies of our annual report and proxy statement, you can
request householding by contacting your broker or other holder of record.
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 21, 2003
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
2003 Annual Meeting of Shareholders
Front side:
REVOCABLE PROXY
GREAT AMERICAN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 22, 2003
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 22, 2003, 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).
Clinton C. Atkins FOR [ ] VOTE WITHHELD [ ]
Ronald Kiddoo 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, 2003.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE PROPOSALS PRESENTED.
Great American Bancorp, Inc.
Proxy Card
2003 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, if properly signed and dated, 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 21, 2003 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 4,789 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).
Clinton C. Atkins [ ] FOR [ ] VOTE WITHHELD
Ronald Kiddoo [ ] 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, 2003.
[ ] 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 22, 2003. 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 15, 2003
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 SAVINGS AND STOCK OWNERSHIP PLAN
Dear Employee:
The First Federal Savings Bank of Champaign-Urbana Employee Savings and
Stock Ownership Plan ("KSOP") holds 142,391 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 KSOP, you may direct the
voting of the shares of the Company's common stock held by the KSOP 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 KSOP Trustee.
The Personnel and Salary Committee of the Board of Directors of the Bank
administers the KSOP. The Bank of New York, an unrelated third party, has
been appointed as the corporate trustee for the KSOP (the "KSOP Trustee").
As of the Record Date, February 25, 2003, all 142,391 shares of Common Stock
in the KSOP had been allocated to participating employees. The KSOP Trustee
will vote the allocated shares held in the KSOP 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 KSOP, 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 KSOP
Trustee and then the KSOP Trustee will vote the number of shares in the KSOP
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 KSOP 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
22, 2003.
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).
Clinton C. Atkins [ ] FOR [ ] VOTE WITHHELD
Ronald Kiddoo [ ] 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, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The KSOP 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 15, 2003
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS