UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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previously. Identify the previous filing by registration statement number,
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GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
March 26, 2004
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 27, 2004, 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 McGladrey & Pullen, LLP, whom the Company has appointed as
independent auditors for the fiscal year ending December 31, 2004, 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 27, 2004
__________________________________
On Tuesday, April 27, 2004, 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 McGladrey & Pullen, LLP as
independent auditors of the Company for the fiscal year ending
December 31, 2004; 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.
Note: The Board of Directors is not aware of any other business to come
before the meeting.
The Board of Directors set March 2, 2004, 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 26, 2004
GREAT AMERICAN BANCORP, INC.
_______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2004
_______________________
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 27, 2004, 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 2003 Annual
Report to Stockholders, including consolidated financial statements for the
fiscal year ended December 31, 2003, and a proxy card, accompanies this proxy
statement, which is first being mailed to record holders on or about March 26,
2004.
GENERAL INFORMATION ABOUT VOTING
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
March 2, 2004, 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 751,003 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.
The Company's Board of Directors consists of five directors. At this
year's annual meeting, stockholders will elect two directors to serve a term
of three years. 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. There is no cumulative voting for the
election of directors.
As to the approval of McGladrey & Pullen, 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 McGladrey & Pullen, 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 Savings and Employee Stock Ownership
Plan ("KSOP"), you will receive a voting instruction form that reflects all
shares of Company common stock you may vote under the KSOP. Under the terms
of the KSOP, all shares of Company common stock 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 credited to his or her account.
The KSOP trustee, subject to the exercise of its fiduciary duty, will vote all
shares of Company common stock held in the KSOP trust 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 20, 2004.
CORPORATE GOVERNANCE
General
The Company periodically reviews its corporate governance policies and
procedures to ensure that the Company meets the highest standards of ethical
conduct, reports results with accuracy and transparency and maintains full
compliance with the laws, rules and regulations that govern the Company's
operations. As part of this periodic corporate governance review, the Board
of Directors reviews and adopts best corporate governance policies and
practices for the Company.
Corporate Governance Policy
The Company has adopted a corporate governance policy to govern certain
activities, including:
(1) the duties and responsibilities of the Board of Directors and each
director;
(2) the composition and operation of the Board of Directors;
(3) the establishment and operation of Board committees;
(4) convening executive sessions of independent directors;
(5) succession planning;
(6) the Board of Directors' interaction with management and third
parties; and
(7) the evaluation of the performance of the Board of Directors and of
the chief executive officer.
Code of Ethics and Business Conduct
The Company has adopted a Code of Ethics and Business Conduct that is
designed to ensure that the Company's directors, executive officers and
employees meet the highest standards of ethical conduct. The Code of Ethics
and Business Conduct requires that the Company's directors, executive officers
and employees avoid conflicts of interest, comply with all laws and other
legal requirements, conduct business in an honest and ethical manner and
otherwise act with integrity and in the Company's best interest. Under the
terms of the Code of Ethics and Business Conduct, directors, executive
officers and employees are required to report any conduct that they believe in
good faith to be an actual or apparent violation of the Code.
As a mechanism to encourage compliance with the Code of Ethics and
Business Conduct, the Company has established procedures to receive, retain
and treat complaints received regarding accounting, internal accounting
controls or auditing matters. These procedures ensure that individuals may
submit concerns regarding questionable accounting or auditing matters in a
confidential and anonymous manner. The Code of Ethics and Business Conduct
also prohibits the Company from retaliating against any director, executive
officer or employee who reports actual or apparent violations of the Code.
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 2003, 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 2003, with the exception of Clinton C. Atkins, who
attended 50% of the Board meetings held during 2003.
The Boards of Directors of the Company and the Bank maintain committees,
the nature and composition of which are described below:
Audit/Compliance Committee. The Board of Directors has a separately-
designated standing Audit/Compliance Committee (the "Audit Committee")
established in accordance with Section 3(a) (58) (A) of the Securities
Exchange Act of 1934, as amended. The Audit Committee, consisting of Ronald
L. Kiddoo (Chairman), Ronald E. Guenther and Jack B. Troxell, meets
periodically with independent auditors and management to review accounting,
auditing, internal control structure and financial reporting matters. This
committee met five times during the year ended December 31, 2003. Each member
of the Audit Committee is independent in accordance with the listing standards
of the Nasdaq SmallCap Stock Market. The Board of Directors has determined
that Ronald L. Kiddoo is an audit committee financial expert under the rules
of the Securities and Exchange Commission. The Audit Committee acts under a
written charter adopted by the Board of Directors, a copy of which is included
as APPENDIX A to this proxy statement. The report of the audit committee
required by the rules of the Securities and Exchange Commission is included in
this proxy statement. See "PROPOSAL 2-RATIFICATION OF INDEPENDENT AUDITORS-
REPORT OF AUDIT COMMITTEE."
Compensation Committee. The Compensation Committee, consisting of Ronald
E. Guenther (Chairman), Clinton C. Atkins, Ronald L. Kiddoo and Jack B.
Troxell, is responsible for all matters regarding the Company's and the Bank's
employee compensation and benefit programs. This committee met four times in
fiscal 2003. Each member of the Compensation Committee is independent under
the listing standards of the Nasdaq SmallCap Stock Market.
Nomination and Corporate Governance Committee. The Nomination and
Corporate Governance Committee, (the "Governance Committee") consisting of
Jack B. Troxell (Chairman), Clinton C. Atkins and Ronald L. Kiddoo, takes a
leadership role in shaping the Company's governance policies and practices,
including recommending to the Board of Directors the corporate governance
policies and guidelines applicable to the Company and monitoring compliance
with these policies and guidelines. In addition, the Governance Committee is
responsible for identifying individuals qualified to become Board members and
recommending to the Board the director nominees for election at the next
annual meeting of stockholders. This committee also leads the Board in its
annual review of the Board's performance and recommends to the Board director
candidates for each committee for appointment by the Board. The Governance
Committee met once to select nominees for election as directors at this annual
meeting.
Each member of the Governance Committee is independent as independence
for nominating committee members is defined in the listing standards of the
Nasdaq SmallCap Stock Market. The Governance Committee acts under a written
charter adopted by the Board of Directors, a copy of which is included as
APPENDIX B to this proxy statement. The procedures of the Governance
Committee required to be disclosed by the rules of the Securities and Exchange
Commission are included in this proxy statement. See "GOVERNANCE COMMITTEE
PROCEDURES."
Attendance at the Annual Meeting. The Board of Directors encourages
directors to attend the annual meeting of stockholders. All directors
attended the 2003 annual meeting of stockholders, except for Clinton C. Atkins
and Ronald E. Guenther.
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.
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 139,241(1) 18.54%
Champaign-Urbana Employee
Savings and Stock Ownership Plan
1311 S. Neil Street
Champaign, IL 61820
Common Stock Clinton C. Atkins 77,475(2) 10.22%
1311 S. Neil Street
Champaign, IL 61820
Common Stock George R. Rouse 97,119(3) 12.32%
1311 S. Neil Street
Champaign, IL 61820
_______________________
(1) As of March 2, 2004, all 139,241 shares had been allocated to
participants under the KSOP. See "General Information about Voting -
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
21,965 shares allocated under the Bank's Employee Savings and Stock Ownership
Plan, for which Mr. Rouse has voting power but not investment power, and
37,319 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 March 2, 2004. 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 10.22%
Ronald L. Kiddoo 7,200 1,000 1.09
Ronald E. Guenther 3,211 5,594 1.16
George R. Rouse 59,800 (2) 37,319 12.32
Jack B. Troxell 7,936 5,594 1.79
All directors and executive
officers as a group
(12 persons) (3) 227,845 80,483 37.08
____________________________
(1) Based on 751,003 shares of Company common stock outstanding and entitled
to vote as of March 2, 2004, 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
21,965 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 DIRECTORS
The Board of Directors of the Company currently consists of five
directors, all of whom are independent under the listing standards of the
Nasdaq SmallCap Stock Market, except George R. Rouse who is an employee of the
Company. The Board is divided into three classes with three-year staggered
terms, with approximately one-third of the directors elected each year.
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 seven directors of the Bank. Directors serve until their
successors are elected and qualified.
The Board of Directors' nominees proposed for election at this Annual
Meeting are George R. Rouse and Ronald Guenther, who currently serve as
directors of the Company.
In the event that Mr. Rouse or Mr. Guenther is unable to serve or
declines to serve for any reason, it is intended that the proxies will be
voted for the election of such other person as may be designated by the
present Board of Directors. The Board of Directors has no reason to believe
that Mr. Rouse or Mr. Guenther will be unable or unwilling to serve.
Unless authority to vote for the nominees is withheld, it is intended
that the shares represented by the enclosed proxy card, if executed and
returned, will be voted "FOR" the election of the nominees proposed by the
Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information regarding the nominees for election at the annual meeting, as
well as information regarding the continuing directors, whose terms expire in
2005 and 2006, 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 March 2, 2004. The indicated period for service as a
director includes service as a director of the Bank.
Nominees for Election of Director
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 53.
Director since 1982.
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 58. Director since 1997.
Directors Continuing in Office
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 59. Director since 1997.
The following directors have terms ending in 2006:
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 58. Director since
1984.
Ronald L. 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 61. Director since 1987.
PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has appointed McGladrey &
Pullen, LLP to be its auditors for the 2004 fiscal year, subject to the
ratification by stockholders. A representative of McGladrey & Pullen, 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.
Change in Independent Auditors
BKD, LLP was previously the principal accountants for the Company. On
March 8, 2004, the Audit Committee of the Company determined not to engage
BKD, LLP as the Company's independent accountants for the fiscal year ending
December 31, 2004. In connection with the audits of the two fiscal years
ended December 31, 2003 and the subsequent interim period through the date of
termination, there were no disagreements with BKD, LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to their
satisfaction would have caused them to make reference to the subject matters
of the disagreements in connection with their report. In addition, such
financial statements contained no adverse opinion or a disclaimer of opinion,
and were not modified as to uncertainty, audit scope, or accounting
principles.
On March 8, 2004, the Audit Committee engaged McGladrey & Pullen, LLP as
the Company's principal accountants for the fiscal year ending December 31,
2004, subject to completion of McGladrey & Pullen, LLP's normal due diligence
procedures.
Audit Fees
The following table sets forth the fees billed to the Company for the
fiscal years ending December 31, 2003 and 2002 by BKD, LLP:
2003 2002
---- ----
Audit fees (1) $ 40,100 $ 36,000
Audit-related fees -- --
Tax fees 7,856 7,025
All other fees -- --
____________________________
(1) Includes quarterly SAS100 reviews and assistance with year-end
reporting.
Pre-approval of Services by the Independent Auditor
The Audit Committee has adopted a policy for pre-approval of audit and
permitted non-audit services by the Company's independent auditor. The Audit
Committee will consider annually and, if appropriate, approve the provision of
audit services by its external auditor and, if appropriate, pre-approve the
provision of certain defined audit and non-audit services. The Audit
Committee also will consider on a case-by-case basis and, if appropriate,
approve specific engagements that are not otherwise pre-approved. The Audit
Committee approved all services provided by BKD, LLP in 2003.
Any proposed engagement that does not fit within the definition of a pre-
approved service may be presented to the Audit Committee for consideration at
its next regular meeting or, if earlier consideration is required, to the
Audit Committee or one or more of its members. The member or members to whom
such authority is delegated shall report any specific approval of services at
its next regular meeting. The Audit Committee will regularly review summary
reports detailing all services being provided to the Company by its external
auditor.
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 is included as APPENDIX A. 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, 2003
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 L. Kiddoo (Chairman)
Jack B. Troxell
Ronald E. Guenther
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table shows, for the fiscal
years ended December 31, 2003, 2002, and 2001, the cash compensation paid by
the Bank, as well as certain other compensation paid or accrued for those
years, to Mr. Rouse. No other executive officer of the Company and the Bank
received a salary and bonus in excess of $100,000 in fiscal year 2003.
Annual Compensation (1)
Name and --------------------------------- All Other
Principal Salary Bonus Compensation
Positions Year ($)(2) ($) ($)(3)
- -------------------- ----- --------- --------- ------------
George R. Rouse 2003 $221,200 $20,000 $21,400
President 2002 204,680 16,370 20,023
2001 189,440 17,888 41,169
____________________________
(1) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(2) Under Annual Compensation, the column titled "Salary" includes
directors' fees of $21,200 in fiscal 2003, $17,000 in fiscal 2002, and $14,000
in fiscal 2001.
(3) Reflects cash contributions allocated to Mr. Rouse under the Bank's KSOP
for 2003 and 2002.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Mr. Rouse (the "Executive") effective March 10,
2003. 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.
Even though both the Company and Bank employment agreements provide for a
severance payment if a change in control occurs, the Executive would not
receive duplicative payments or benefits under the agreements. Under the
Company employment agreement, the Executive would also be entitled to receive
an additional tax indemnification payment if payments under the employment
agreements or other payments triggered liability under the Internal Revenue
Code as an excise tax on payments constituting "excess parachute payments."
Under applicable law, the excise tax is triggered by the Executive's receipt
of payments that are contingent on a change in control (as defined in the
agreements) that equal or exceed three times the executive's average annual
compensation over the five years preceding the change in control. The excise
tax equals 20% of the amount of the payment in excess of one times the
executive's average compensation over the preceding five-year period. The
indemnification payment provides the executive with a net amount sufficient to
pay the excise tax.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table provides information for Mr. Rouse regarding the
exercise of options during the year ended December 31, 2003 and unexercised
stock options for Mr. Rouse as of December 31, 2003.
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money Options/
Options/SARs SARs at Fiscal
Shares at Fiscal Year End (#) Year End ($)(1)
Acquired on Value --------------------------- ---------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- ----------- ----------- ------------- ----------- -------------
George R. Rouse 14,000 $ 255,500 37,319 -- $ 784,072 --
_______________________________
(1) The value of unexercised in-the-money stock options equals the market
value of the underlying securities at fiscal year end ($35.01) 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
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
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 for six transactions relating to cash
dividends automatically reinvested in the Company's stock for Mr. Paul
Wilson's spouse which were not filed on a timely basis. Mr. Wilson, an
executive officer of the Company, filed a Form 5 in January 2003 to report
these transactions.
Transactions with Certain Related Persons
The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company
or Bank to its executive officers and directors. However, the Sarbanes-Oxley
Act contains a specific exemption from such prohibition for loans by the Bank
to its executive officers and directors in compliance with federal banking
regulations. Federal regulations require that all loans or extensions of
credit to executive officers and directors must generally be made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
unless the loan or extension of credit is made under a benefit program
generally available to all other employees and does not give preference to any
insider over any other employee, and must not involve more than the normal
risk of repayment or present other unfavorable features.
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 the terms of such loan, including the
collateral securing the loan, are consistent with the Bank's loan underwriting
policies for loans generally available to its customers. Loans made to a
director or executive officer in an amount that, when aggregated with the
amount of all other loans to the person and his or her related interests, are
in excess of the greater of $25,000 or 5% of the Bank's capital and surplus,
up to a maximum of $500,000, must be approved in advance by a majority of the
disinterested members of the Board of Directors. As of December 31, 2003, 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.
GOVERNANCE COMMITTEE PROCEDURES
General
It is the policy of the Governance Committee of the Board of Directors of
the Company to consider director candidates recommended by stockholders who
appear to be qualified to serve on the Company's Board of Directors. The
Governance Committee may choose not to consider an unsolicited recommendation
if no vacancy exists on the Board of Directors and the Governance Committee
does not perceive a need to increase the size of the Board of Directors. In
order to avoid the unnecessary use of the Governance Committee's resources,
the Governance Committee will consider only those director candidates
recommended in accordance with the procedures set forth below.
Procedures to be followed by Stockholders
To submit a recommendation of a director candidate to the Governance
Committee, a stockholder should submit the following information in writing,
addressed to the Chairman of the Governance Committee, care of the Corporate
Secretary, at the main office of the Company:
1. The name of the person recommended as a director candidate;
2. All information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended;
3. The written consent of the person being recommended as a director
candidate to being named in the proxy statement as a nominee and to serving as
a director if elected;
4. As to the stockholder making the recommendation, the name and
address, as they appear on the Company's books, of such stockholder; provided,
however, that if the stockholder is not a registered holder of the Company's
common stock, the stockholder should submit his or her name and address along
with a current written statement from the record holder of the shares that
reflects ownership of the Company's common stock; and
5. A statement disclosing whether such stockholder is acting with or on
behalf of any other person and, if applicable, the identity of such person.
In order for a director candidate to be considered for nomination at the
Company's annual meeting of stockholders, the recommendation must be received
by the Governance Committee at least 120 calendar days prior to the date the
Company's proxy statement was released to stockholders in connection with the
previous year's annual meeting, advanced by one year.
Minimum Qualifications
The Governance Committee has adopted a set of criteria that it considers
when it selects individuals to be nominated for election to the Board of
Directors. First a candidate must meet the eligibility requirements set forth
in the Company's bylaws, which include a residency requirement, an age
limitation and a requirement that the candidate not have been subject to
certain criminal or regulatory actions. A candidate also must meet any
qualification requirements set forth in any Board or committee governing
documents.
The Governance Committee will consider the following criteria in
selecting nominees: financial, regulatory and business experience; familiarity
with and participation in the local community; integrity, honesty and
reputation; dedication to the Company and its stockholders; independence; and
any other factors the Governance Committee deems relevant, including age,
diversity, size of the Board of Directors and regulatory disclosure
obligations.
In addition, prior to nominating an existing director for re-election to
the Board of Directors, the Governance Committee will consider and review an
existing director's Board and committee attendance and performance; length of
Board service; experience, skills and contributions that the existing director
brings to the Board; and independence.
Process for Identifying and Evaluating Nominees
The process that the Governance Committee follows when it identifies and
evaluates individuals to be nominated for election to the Board of Directors
is as follows:
Identification. For purposes of identifying nominees for the Board of
Directors, the Governance Committee relies on personal contacts of the
committee members and other members of the Board of Directors, as well as
their knowledge of members of the communities served by the Company. The
Governance Committee also will consider director candidates recommended by
stockholders in accordance with the policy and procedures set forth above.
The Governance Committee has not previously used an independent search firm to
identify nominees.
Evaluation. In evaluating potential clients, the Governance Committee
determines whether the candidate is eligible and qualified for service on the
Board of Directors by evaluating the candidate under the selection criteria
set forth above. In addition, the Governance Committee will conduct a check of
the individual's background and interview the candidate.
SUBMISSION OF BUSINESS PROPOSALS AND STOCKHOLDER NOMINATIONS
To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the 2005 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 26,
2004. If next year's annual meeting is held on a date more than 30 calendar
days from April 27, 2005, a stockholder proposal must be received by a
reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any such proposal will be subject to the
requirements of the proxy rules adopted by the Securities and Exchange
Commission.
The Company's bylaws 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.
STOCKHOLDER COMMUNICATIONS
The Company encourages stockholder communications to the Board of
Directors and/or individual directors. Stockholders who wish to communicate
with the Board of Directors or an individual director should send their
communications to the care of Jane F. Adams, Chief Financial Officer, at 1311
S. Neil St., Champaign, Illinois 61820. Communications regarding financial or
accounting policies should be sent to the attention of the Chairman of the
Audit Committee. All other communications should be sent to the attention of
the Chairman of the Governance Committee.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone without receiving additional
compensation.
The Company's Annual Report to Stockholders has been mailed to persons
who were stockholders as of the close of business on March 2, 2004. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated in this proxy statement by reference.
A copy of the Company's Annual Report on Form 10-KSB, without exhibits,
for the year ended December 31, 2003, as filed with the Securities and
Exchange Commission, will be furnished without charge to persons who were
stockholders as of the close of business on March 2, 2004 upon written request
to Jane F. Adams, Chief Financial Officer, Great American Bancorp, Inc., 1311
S. Neil St., Champaign, IL 61820.
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 26, 2004
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
APPENDIX A
GREAT AMERICAN BANCORP, INC.
AUDIT/COMPLIANCE COMMITTEE CHARTER
Organization
The primary function of the Audit/Compliance Committee (the "Audit
Committee") of the Board of Directors (the "Board") of Great American Bancorp,
Inc. (the "Company") is to review: the integrity of the financial reports and
other financial information provided by the Company to any governmental body
or the public, including any certification, report, opinion or review
performed by the Company's independent accountants; the Company's compliance
with legal and regulatory requirements; the independent accountant's
qualifications and independence; the performance of the Company's internal
audit functions, its independent accountants and system of internal controls
and disclosure procedures regarding finance, accounting, legal compliance and
ethics that management and the Board have established; the Company's auditing,
accounting and financial reporting processes generally; and the preparation of
information required by the Securities and Exchange Commission rules to be
included in the Company's annual proxy statement.
The Audit Committee will be comprised of three or more directors as
determined by the Board each of whom shall satisfy the definition of
independent director as defined in any qualitative listing requirements for
Nasdaq Stock Market, Inc. issuers and any applicable Securities and Exchange
Commission rules and regulations. All members of the Audit Committee must be
financially literate at time of appointment, or within a reasonable period of
time thereafter, meaning they must have the ability to read and understand
fundamental financial statements, including the Company's balance sheet,
income statement and cash flow statement. In addition, at least one member of
the Audit Committee shall have past employment in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication, including having been a chief executive officer, chief
financial officer or other senior officer with oversight responsibilities.
The members of the Audit Committee will be elected by the Board on an annual
basis.
Responsibilities
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality. To fulfill its
responsibilities and duties the Audit Committee shall:
1. Provide an open avenue of communication between management, the
independent auditor, internal audit department and the Board.
2. Meet four times per year or more frequently as circumstances may require.
A quorum of the Audit Committee shall be declared when a majority of the
appointed members of the Audit Committee are in attendance.
3. The Audit Committee shall have contact with the independent auditors and
management at least quarterly to review the Company's financial statements.
In meetings attended by the independent auditors or by regulatory examiners, a
portion of the meeting will be reserved for the Audit Committee to meet in
closed session with these parties.
4. Keep written minutes for all meetings.
5. Review with the independent auditor and internal audit department the work
to be performed by each to assure completeness of coverage, reduction of
redundant efforts and the effective use of audit resources.
6. Review all significant risks or exposures to the Company found during
audits performed by the independent auditor and internal audit department and
ensure that these items are discussed with management. From these
discussions, assess and report to the Board regarding how the findings should
be addressed.
7. Review recommendations from the independent auditor and internal auditing
department regarding internal controls and other matters relating to the
accounting policies and procedures of the Company.
8. Following each meeting of the Audit Committee, the chairman of the
committee will submit a record of the meeting to the Board including any
recommendations that the Committee may deem appropriate.
9. Ensure that the independent auditor discusses with the Audit Committee
their judgments about the quality, not just the acceptability, of the
Company's accounting principles as applied in the financial reports. The
discussion should include such issues as the clarity of the Company's
financial disclosures and degree of aggressiveness or conservatism of the
Company's accounting principles and underlying estimates and other
significant decisions made by management in preparing the financial
disclosures.
10. Review the Company's audited annual financial statements and the
independent auditor's opinion regarding such financial statements, including a
review of the nature and extent of any significant changes in accounting
principles.
11. Arrange for the independent auditor to be available to the full Board at
least annually to discuss the results of the annual audit and the audited
financial statements that are a part of the annual report to shareholders.
12. Review with management, the independent auditor, internal audit
department and legal counsel, legal and regulatory matters that may have a
material impact on the financial statements.
13. Review with management and the independent auditor all interim financial
reports filed pursuant to the Securities Exchange Act of 1934.
14. Generally discuss earnings press releases and financial information as
well as earnings guidance provided to analysts and rating agencies.
15. Select the independent auditor, considering independence and
effectiveness, and be solely responsible for their compensation, oversight and
retention (including resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose of preparing or issuing
an audit report or related work, and each such registered public accounting
firm shall report directly to the audit committee. The Audit Committee
should confirm the independence of the independent auditor by requiring them
to disclose in writing all relationships that, in the auditor's professional
judgment, may reasonably be thought to bear on the ability to perform the
audit independently and objectively.
16. Review the performance of the independent auditor.
17. Review the activities, organizational structure and qualifications of the
internal audit department. The Audit Committee should also review and concur
in the appointment, replacement, reassignment, or dismissal of the manager of
the internal audit department.
18. Be authorized to retain independent counsel and other advisors as it
deems necessary to carry out its duties and to assist it in the conduct of any
investigation. In connection therewith, the Audit Committee shall be provided
appropriate funding as determined by the Audit Committee for payment to
accountants and advisors.
19. Have in place procedures for (1) receiving complaints regarding
accounting, internal accounting controls, or auditing matters, and (2) the
confidential, anonymous submission by employees of concerns regarding
questionable accounting.
20. Approve, in advance, all permissible non-audit services to be completed
by the independent auditor. Such approval process will ensure that the
independent auditor does not provide any non-audit services to the Company
that are prohibited by law or regulation.
21. Set clear hiring policies for hiring employees or former employees of the
independent auditors.
22. Review and approve all related-party transactions.
In addition to the responsibilities presented above, the Audit Committee
will examine this Charter on an annual basis to assure that it remains
adequate to address the responsibilities that the Committee has. Further, the
Committee will disclose in each annual proxy statement to it's shareholders
whether it satisfied the responsibilities during the prior year in compliance
with the Charter, and will disclose a copy of the Charter triennially either
in the annual report to shareholders or proxy statement.
APPENDIX B
GREAT AMERICAN BANCORP, INC.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
Mission
The Nominating/Corporate Governance Committee (the "Committee") is responsible
for identifying individuals qualified to become Board members and recommending
to the Board the director nominees for election at the next annual meeting of
stockholders. It leads the Board in its annual review of the Board's
performance and recommends to the Board director candidates for each committee
for appointment by the Board.
The Committee takes a leadership role in shaping corporate governance policies
and practices including recommending to the Board the Corporate Governance
Guidelines applicable to the Company and monitoring Company compliance with
those policies and Guidelines.
Membership
The members of the Committee shall meet the independence requirements of the
Nasdaq National Market listing standards and any other applicable laws, rules
and regulations governing independence, as determined by the Board. Members of
the Committee and the Committee Chair shall be appointed by the Board on the
recommendation of the Committee.
Duties and Responsibilities Relating to Nominations
The Committee shall have the following duties and responsibilities relating to
nominations:
- - Review the appropriateness of the size of the Board relative to its various
responsibilities. Review the overall composition of the Board, taking into
consideration such factors as business experience and specific areas of
expertise of each Board member, and make recommendations to the Board as
necessary.
- - Consider criteria for identifying and selecting individuals who may be
nominated for election to the Board, which shall reflect at a minimum all
applicable laws, rules, regulations and listing standards, including a
potential candidate's experience, areas of expertise, familiarity with the
Company's market area and other factors relative to the overall composition of
the Board.
- - Recommend to the Board the slate of nominees for election to the Board at
the Company's annual meeting of stockholders.
- - As the need arises to fill vacancies, actively seek individuals qualified
to become Board members for recommendation to the Board.
- - Consider unsolicited nominations for Board membership in accordance with
guidelines developed by the Committee.
- - Periodically review and recommend to the Board the compensation structure
for non-employee directors for Board and committee service.
Duties and Responsibilities Relating to Corporate Governance
The Committee shall have the following duties and responsibilities relating to
corporate governance:
- - Review and assess the adequacy of the Company's policies and practices on
corporate governance, including the Corporate Governance Guidelines of the
Company, and recommend any proposed changes to the Board for approval.
- - Review and assess the adequacy of the Company's Code of Ethics and Business
Conduct and other internal policies and guidelines and monitor that the
principles described therein are being incorporated into the Company's culture
and business practices.
- - Review the Company's business practices, particularly as they relate to
preserving the good reputation of the Company.
- - Recommend to the Board the number, identity and responsibilities of Board
committees and the Chair and members of each committee. This shall include
advising the Board on committee appointments and removal from committees or
from the Board, rotation of committee members and Chairs and committee
structure and operations.
- - Review the adequacy of the charters adopted by each committee of the Board,
and recommend changes as necessary.
- - Periodically assess the effectiveness of the Board of Directors in meeting
its responsibilities and representing the long-term interests of stockholders.
- - Report annually to the Board with an assessment of the Board's performance
and the performance of the Board committees, to be discussed with the full
Board following the end of each fiscal year.
- - Review adherence by directors to corporate guidelines regarding
transactions with the Company.
- - Monitor the orientation and continuing education programs for directors.
- - Conduct an annual review of the Committee's performance, periodically
assess the adequacy of its charter and recommend changes to the Board as
needed.
- - Regularly report to the Board on the Committee's activities.
- - Obtain advice and assistance, as needed, from internal or external legal,
accounting, search firms or other advisors, including the retention,
termination and negotiation of terms and conditions of the assignment.
- - Delegate responsibility to subcommittees of the Committee as necessary or
appropriate.
Great American Bancorp, Inc.
Proxy Card
2004 Annual Meeting of Shareholders
Front side:
REVOCABLE PROXY
GREAT AMERICAN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, April 27, 2004
9:30 a.m., Central Time
______________________________
The undersigned hereby appoints Clinton C. Atkins, Ronald L. Kiddoo and Jack
B. Troxell, 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 27, 2004, at 9:30 a.m., Central
Time, at the offices of First Federal Savings Bank of Champaign-Urbana, 1311
South Neil Street, Champaign, Illinois 61820 and at any and all adjournments
thereof, as follows:
1. The election as director of the nominees listed (except as marked to the
contrary below).
George R. Rouse FOR [ ] VOTE WITHHELD [ ]
Ronald E. Guenther FOR [ ] VOTE WITHHELD [ ]
2. The ratification of the appointment of McGladrey & Pullen, LLP as
independent auditors of Great American Bancorp, Inc. for the fiscal year
ending December 31, 2004.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE PROPOSALS PRESENTED.
Great American Bancorp, Inc.
Proxy Card
2004 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 26, 2004 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 4,549 shares of common stock of Great American
Bancorp, Inc. (the "Company"), 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.
In order to direct the voting of the unvested shares of Company
common stock awarded to you under the Incentive Plan, you must complete
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.
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 unvested shares of
Company common stock awarded to me as follows:
1. The election as director of the nominees listed (except as
marked to the contrary below).
George R. Rouse [ ] FOR [ ] VOTE WITHHELD
Ronald E. Guenther [ ] FOR [ ] VOTE WITHHELD
2. The ratification of the appointment of McGladrey & Pullen, LLP
as independent auditors of Great American Bancorp, Inc. for the fiscal
year ending December 31, 2004.
[ ] 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 27, 2004.
__________________ _________________________________
Date Signature
Please date, sign and return this form by April 20, 2004
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
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
Dear KSOP Participant:
The First Federal Savings Bank of Champaign-Urbana Savings and
Employee Stock Ownership Plan ("KSOP") holds 139,241 shares of common
stock of Great American Bancorp, Inc. (the "Company"), 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 and credited 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"). The KSOP Trustee will vote the shares of Company
common stock held in the KSOP Trust in accordance with the instructions
it receives from participants. Shares of Company common stock for which
voting instructions are not received will be voted in the same
proportion as those 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.
In order to direct the voting of shares of Company common stock
credited to your account under the KSOP, you must complete 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 Company's transfer agent 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 credited 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 27, 2004.
Accordingly, you are to vote all shares credited to me as follows:
1. The election as director of the nominees listed (except as
marked to the contrary below).
George R. Rouse [ ] FOR [ ] VOTE WITHHELD
Ronald E. Guenther [ ] FOR [ ] VOTE WITHHELD
2. The ratification of the appointment of McGladrey & Pullen, LLP
as independent auditors of Great American Bancorp, Inc. for the fiscal
year ending December 31, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The KSOP Trustee is hereby authorized to vote any shares credited
to me in its trust capacity as indicated above.
___________________ _________________________________
Date Signature
Please date, sign and return this form by April 20, 2004
in the enclosed postage-paid envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS