EXHIBIT 99.4
GREATER ATLANTIC FINANCIAL CORP. A PROPERLY COMPLETED
SUBSCRIPTION ORDER FORM ORIGINAL SUBSCRIPTION
ORDER FORM MUST BE USED TO
SUBSCRIBE FOR CONVERTIBLE
PREFERRED SECURITIES
[ PRE-PRINT WITH: ] PLEASE RETURN SUBSCRIPTION ORDER FORM,
[ {NAME} ] WITH ANY OTHER REQUIRED DOCUMENTS AND
[ {ADDRESS} ] THE SUBSCRIPTION PRICE PAYMENT TO:
[ {# OF SHARES OF COMMON STOCK OWNED}] WILMINGTON TRUST COMPANY
RODNEY NORTH MARKET SQUARE
WILMINGTON, DE 19890-0001
ATTN: CORPORATE TRUST ADMINISTRATION
==========================================
Expiration Date for Purchase of
Convertible Preferred Securities:
March 5, 2002
5:00 P.M. Eastern Time
==========================================
As a registered owner of this subscription order form, you are entitled to
purchase 6.50% convertible trust preferred securities of Greater Atlantic
Capital Trust I, under the terms and conditions set forth in the enclosed
prospectus which describes the rights offering. This is a non-transferable
right, and only you can exercise it.
You will receive 0.365 subscription rights for every share of common stock you
held on the record date, February 4, 2002. Each whole right entitles you to
purchase one convertible preferred security for the $10.00 subscription price.
This is your basic subscription privilege. See the box below to calculate how
many convertible preferred securities you are entitled to purchase through the
rights offering under your basic subscription privilege.
If you exercise your full basic subscription privilege, you will also have an
oversubscription privilege to subscribe for any convertible preferred
securities that our other rights holders do not purchase under their basic
subscription privilege up to the maximum number of convertible preferred
securities offered in the rights offering. This is your oversubscription
privilege.
The rights offering is currently scheduled to expire on March 5, 2002. The
board of directors of Greater Atlantic Financial may extend the rights
offering beyond March 5, 2002, in its discretion.
FULL BASIC SUBSCRIPTION PRIVILEGE
================================================================================
Number of shares you owned on February 4, 2002 (see label above) x 0.365 =
_________________ rights you own. (Round up fractions of rights). You are
entitled to purchase one convertible preferred security for each whole right
you own.
================================================================================
YOU HAVE FOUR CHOICES:
1. You can subscribe for all the convertible preferred securities listed
above (your basic subscription privilege).
2. In addition to subscribing for your full basic subscription privilege,
you can subscribe for more convertible preferred securities than listed
in the box above, up to the maximum number of convertible preferred
securities offered in the rights offering (your oversubscription
privilege).
3. You can subscribe for less than the number of convertible preferred
securities listed in the box above.
4. If you do not wish to purchase convertible preferred securities,
disregard these materials.
SECTION 1 - EXERCISE AND SUBSCRIPTION
ENTER ONE CHOICE ONLY:
[__] 1. I wish to subscribe for the full basic subscription privilege:
Number of Convertible
Preferred Securities
Subscribed for Under
Basic Subscription
Privilege Subscription Price Total Payment Due
--------------------------- -------------------------
X $10.00 = $
--------------------------- -------------------------
[__] 2. In addition to my full basic subscription privilege, I wish to
subscribe for more convertible preferred securities under my
oversubscription privilege:
Number of
Number of Convertible Convertible
Preferred Securities Preferred Securities
Subscribed for Under Subscribed for Under
Basic Subscription Oversubscription
Privilege Privilege Total Subscription Price Total Payment Due
- ------------------------ ---------------------- ------------ ----------------------
+ = X $10.00 = $
- ------------------------ ---------------------- ------------ ----------------------
[__] 3. I wish to subscribe for less than my full basic subscription
privilege:
Number of Convertible
Preferred Securities for
Under Basic Subscription
Privilege Subscription Price Total Payment Due
--------------------------- -------------------------
X $10.00 = $
--------------------------- -------------------------
SECTION 2 - PAYMENT
Enclosed is a check, bank draft drawn upon a United States bank, or postal or
express money order made payable to "Wilmington Trust Company, as subscription
agent" - DO NOT MAIL CASH:
=============================
$
=============================
SECTION 3 - DTC PARTICIPANT INFORMATION
Convertible preferred securities may only be purchased through a participant of
The Depository Trust Company. DTC participants are brokers, dealers and others
having accounts with DTC. Therefore, please provide the following:
=========================================================================================
Your DTC participant name or the name of
DTC participant through which you are
purchasing the convertible preferred
securities:
- -----------------------------------------------------------------------------------------
The DTC participant's account number:
- -----------------------------------------------------------------------------------------
If you are the registered holder of
Greater Atlantic Financial's common
stock and are not a DTC participant,
your client account number with the DTC
participant:
- -----------------------------------------------------------------------------------------
Name on the client account referred to above:
=========================================================================================
SECTION 4 - ACKNOWLEDGMENT
The undersigned acknowledge(s) receipt of the prospectus and understand(s) that,
in order to exercise subscription rights to purchase shares of convertible
preferred securities, this fully completed subscription order form must be
received by the subscription agent no later than 5:00 p.m. on March 5, 2002, the
expiration date of the rights offering, unless extended by Greater Atlantic
Financial Corp., otherwise this subscription order form and all subscription
rights will be void. Completed subscription order forms, together with the
required payment may be delivered to or mailed to the subscription agent in the
enclosed business reply envelope or to the address found in the prospectus. DO
NOT MAIL CASH.
It is understood that this subscription order form will be accepted in
accordance with, and subject to, the terms and conditions described in the
accompanying prospectus.
The undersigned agree(s) that, without the prior consent of Greater Atlantic
Financial Corp., this subscription order form may not be modified, withdrawn
or cancelled.
THE UNDERSIGNED ACKNOWLEDGE(s) THAT THE CONVERTIBLE PREFERRED SECURITIES ARE
NOT DEPOSIT ACCOUNTS, ARE NOT FEDERALLY INSURED AND ARE NOT GUARANTEED BY
GREATER ATLANTIC FINANCIAL CORP., THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT
AGENCY. THE UNDERSIGNED UNDERSTAND(s) THAT THE PURCHASE OF CONVERTIBLE
PREFERRED SECURITIES IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF
PRINCIPAL INVESTED.
Signature: Date:
---------------------------------- ---------------
Signature: Date:
---------------------------------- ---------------
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney-in-fact, agent(s), officer(s) of a corporation or another action in a
fiduciary or representative capacity, please provide the following information
(please type or print).
- ----------------------------------------------------------------------------------------------------------------------------
Name: Capacity: Social Security No. or Tax ID No.:
- ----------------------------------------------------------------------------------------------------------------------------
Street Address/City/State/Zip Code: Phone: ( )
- ----------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED SECURITY
ORDER FORM INSTRUCTIONS
- --------------------------------------------------------------------------------
SECTION INSTRUCTIONS
- --------------------------------------------------------------------------------
SECTION 1 Fill in the number of convertible preferred securities that you
wish to subscribe for and the total payment due. The amount due
is determined by multiplying the number of convertible preferred
securities subscribed for by the subscription price of $10.00 per
convertible preferred security. You may purchase one convertible
preferred security for every whole right that you hold. You may
exercise some or all of your rights. If you exercise your full
basic subscription privilege, you may also subscribe for
additional convertible preferred securities not subscribed for by
other rights holders under their basic subscription privilege. If
you wish to exercise your oversubscription privilege, you must
specify the number of additional convertible preferred securities
you want to purchase, up to the maximum number of convertible
preferred securities offered in the rights offering, and submit
payment for the subscription price for those additional
convertible preferred securities to the subscription agent. If
the rights offering is oversubscribed, then rights holders
exercising the oversubscription privilege will receive from the
available convertible preferred securities the lesser of (1) the
number of convertible preferred securities for which they
oversubscribed and (2) the number of convertible preferred
securities in proportion to the number of convertible preferred
securities for which each holder subscribes pursuant to their
oversubscription privileges, subject to rounding of fractional
convertible preferred securities up or down by Greater Atlantic
Financial.
If you do not indicate the number of convertible preferred
securities to be subscribed for on your subscription order form,
or if you indicate a number of convertible preferred securities
that does not agree with the aggregate subscription price
payment you delivered, you will be deemed to have subscribed for
the maximum number of whole convertible preferred securities
that may be subscribed for, under both the basic subscription
privilege and the oversubscription privilege, based on the
aggregate subscription price payment you delivered.
SECTION 2 You must pay for all convertible preferred securities you
subscribe for, whether under the basic subscription privilege or
the oversubscription privilege, in United States dollars, by
check or bank draft drawn upon a United States bank, or postal
or express money order, payable to "Wilmington Trust Company, as
subscription agent." DO NOT MAIL CASH!
The subscription price will be considered received by the
subscription agent only upon:
- clearance of an uncertified check; or
- receipt by the subscription agent of a certified or
cashier's check or bank draft drawn upon a United States
bank (or for Canadian residents only, a bank located in
Canada) or of a postal or express money order; in each
case, before 5:00 p.m., Eastern time, on the expiration
date. Funds paid by uncertified personal check may take
at least five business days to clear. Accordingly, if
you wish to pay the subscription price by uncertified
personal check, you should make payment sufficiently in
advance of the expiration date to ensure its receipt and
clearance by that time. We urge you to consider payment
by means of certified or cashier's check or money order.
The subscription agent will retain all funds delivered to it in
payment of the subscription price until the closing of the
offering. If you are allocated fewer than all the convertible
preferred securities for which you subscribed, the subscription
agent will return your excess subscription price payment to you,
without interest, as soon as practicable after the closing of
the offering. You will have no rights as a holder with respect
to convertible preferred securities subscribed for until the
closing of the offering.
SECTION 3 The convertible preferred securities will be represented by a
global security that will be deposited with and registered in
the name of The Depository Trust Company, New York, New York, or
its nominee. This means that you will not receive a certificate
for the convertible preferred securities, and your ownership
interests will be recorded through the DTC book-entry system.
Therefore, all convertible preferred securities must be
purchased through a DTC participant such as a broker or dealer.
DTC participants include securities brokers and dealers, banks
and trust companies having accounts with DTC. If you are a
registered holder of Greater Atlantic Financial common stock and
are not a DTC participant in order to subscribe for convertible
preferred securities you must provide the name of a DTC
participant through which you intend to purchase the convertible
preferred securities, its DTC participant number, your client
account number with the DTC participant and the name on the
client account. Otherwise, please provide only your DTC
participant name and your DTC participant number.
SECTION 4 The signature(s) on the subscription order form should match in
every detail the name(s) of the registered owner(s) printed on
the subscription order form. If there are joint owners of a
subscription order form, each joint owner must sign the
subscription order form. All other information on the
subscription order form should be printed or typed.
If the subscription order form is executed by an executor,
administrator, trustee, guardian or other fiduciary, or by a
corporation, and the rights are not registered in the name of
such fiduciary or corporation, as indicated on the subscription
order form, the person executing the subscription order form
must give his or her full title and furnish proper evidence of
authority to act on behalf of the registered owner of the
rights, as indicated on the subscription order form.
If the subscription order form is executed by an
attorney-in-fact (except where such execution is by a bank,
trust company or broker as agent for the subscriber and the
convertible preferred securities are to be registered in the
same name as stated on the subscription order form), evidence of
authority to act must be furnished.
If you hold shares of common stock for the account of others,
you should contact the respective beneficial owners of those
shares as soon as possible to ascertain their intentions and to
obtain instructions and certifications with respect to their
rights.
If a beneficial owner so instructs, you should complete the
appropriate subscription order form and related documents. You
should submit these to the subscription agent with the proper
subscription price payment. If you are a beneficial owner whose
shares of our common stock are held for your account by a
registered holder, you should give your instructions regarding
your beneficially held rights to that holder. You cannot
exercise your rights directly if your shares are held for your
account by another person.
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
- --------------------------------------------------------------------------------
The method of delivery of the subscription order form and the payment of the
subscription price to the subscription agent is at your election and risk. If
you send your subscription order form and payments by mail, we suggest that
you send them by registered mail, properly insured. You should also allow
sufficient time to ensure delivery to the subscription agent to permit your
payment to clear prior to the expiration time.
We will determine all questions concerning the timeliness, validity, form and
eligibility of any exercise of rights, which determinations will be final and
binding. In our sole discretion, we may waive any defect or irregularity, or
permit a defect or irregularity to be corrected, or we may reject the
purported exercise of any right because of any defect or irregularity. Neither
the subscription agent nor we are under any duty to notify you of any defect
or irregularity in the exercise of a right, and will not be held liable for
any failure to notify you in that regard. We also reserve the right to reject
any exercise if it could be deemed unlawful or materially burdensome. See
"--Regulatory Limitation" below.
YOU SHOULD DIRECT ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE
METHOD OF EXERCISING RIGHTS, OR REQUESTS FOR ADDITIONAL COPIES OF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR, THE INSTRUCTIONS, TO
CARROLL E. AMOS, PRESIDENT AND CHIEF EXECUTIVE OFFICER, GREATER ATLANTIC
FINANCIAL CORP., AT (703) 391-1300 OR DENISE M. GERAN, WILMINGTON TRUST
COMPANY, AT (302) 651-1749. IF YOU DO NOT EXERCISE YOUR RIGHTS PRIOR TO 5:00
P.M., EASTERN TIME, ON THE EXPIRATION DATE, THEY WILL EXPIRE AND BE NULL AND
VOID.
NO REVOCATION OF EXERCISE
Once you have exercised the basic subscription privilege or the
oversubscription privilege, you may not revoke that exercise.
SUBSCRIPTION AGENT
The subscription agent is Wilmington Trust Company in its capacity as a
trustee for the Trust. The subscription agent's address, to which you must
make any required deliveries, is:
BY MAIL BY OVERNIGHT COURIER BY HAND
Rodney Square North Rodney Square North Wilmington Trust Plaza
1100 North Market Street 1100 North Market Street First Floor
Wilmington, DE 19890-0001 Wilmington, DE 19890-0001 c/o Rodney Square North
ATTN: Corporate Trust ATTN: Corporate Trust 1100 North Market Street
Administration Administration Wilmington, DE 19890-0001
ATTN: Corporate Trust
Administration
We will pay the fees and expenses of the subscription agent, and have agreed
to indemnify the subscription agent against certain liabilities that it may
incur in connection with the rights offering.
REGULATORY LIMITATION
We will not be required to issue convertible preferred securities in the
rights offering to anyone who, in our opinion, would be required to obtain
prior clearance or approval from any state or federal regulatory authorities
to own or control such convertible preferred securities if such clearance or
approval has not been obtained at or prior to the expiration of the rights
offering.
WITHDRAWAL OF THE RIGHTS OFFERING
We reserve the right to withdraw the rights offering for any reason and at any
time prior to 5:00 p.m., Eastern time, on the expiration date, in which event
the subscription agent will return all subscription price payments without
interest. In the event we withdraw the rights offering, all rights will become
null and void.