EXHIBIT 99.5
GREATER ATLANTIC FINANCIAL CORP. A PROPERLY COMPLETED
SUBSCRIPTION INSTRUCTION FORM ORIGINAL SUBSCRIPTION
INSTRUCTION FORM MUST BE
USED TO SUBSCRIBE FOR
CONVERTIBLE PREFERRED
SECURITIES
[ PRE-PRINT WITH: ] PLEASE RETURN SUBSCRIPTION INSTRUCTION FORM,
[ {NAME} ] WITH ANY OTHER REQUIRED DOCUMENTS AND
[ {ADDRESS} ] THE SUBSCRIPTION PRICE PAYMENT TO:
[{# OF SHARES OF COMMON STOCK OWNED}]
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Expiration Date for Purchase of
Convertible Preferred Securities:
March 5, 2002
5:00 P.M. Eastern Time
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As described in the enclosed prospectus, Greater Atlantic Capital Trust I is
distributing to Greater Atlantic Financial Corp. shareholders of record on
February 4, 2002, rights to purchase 6.50% convertible preferred securities.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF
THE SHARES OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN
YOUR NAME. EXERCISES OF THE RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER
AND IN ACCORDANCE WITH YOUR INSTRUCTIONS. Accordingly, we request instructions
as to whether you wish us to elect to subscribe for any convertible preferred
securities to which you are entitled under the terms and conditions set forth
in the enclosed prospectus and these instructions. We urge you to read these
documents carefully before instructing us as to exercise of your subscription
rights.
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.
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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.
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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 = $
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[__] 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
Subscribed for Under
Basic Subscription
Privilege Subscription Price Total Payment Due
--------------------------- -------------------------
X $10.00 = $
--------------------------- -------------------------
SECTION 2 - PAYMENT
[__] 1. Payment in the following amount is enclosed:
=============================
$
=============================
[__] 2. Please deduct payment from the following account maintained by
you as follows:
Type of account:___________________________________
Account number:___________________________________
Amount to be deducted:
=============================
$
=============================
SECTION 3 - ACKNOWLEDGMENT
The undersigned acknowledges receipt of your letter and the enclosed materials
referred to therein relating to the offering of convertible preferred
securities of Greater Atlantic Financial Trust I to shareholders of Greater
Atlantic Financial Corp.
Signature: Date:
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Signature: Date:
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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).
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Name: Capacity: Social Security No. or Tax ID No.:
- -----------------------------------------------------------------------------------------------------------------------
Street Address/City/State/Zip Code: Phone: ( )
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SECTION INSTRUCTIONS
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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 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 signature(s) on the subscription instruction form should
match in every detail the name(s) of the owner(s) printed on the
subscription instruction form. If there are joint owners of a
subscription instruction form, each joint owner must sign the
subscription instruction form. All other information on the
subscription instruction form should be printed or typed.
If the subscription instruction 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
instruction form, the person executing the subscription
instruction form must give his or her full title and furnish
proper evidence of authority to act on behalf of the owner of
the rights, as indicated on the subscription instruction form.
If the subscription instruction 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 instruction form),
evidence of authority to act must be furnished.