SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
Preliminary Proxy Statement [ ]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [X ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
GA FINANCIAL, INC.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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GA FINANCIAL, INC.
________________
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2003
___________________
PROXY STATEMENT OF THE GA FINANCIAL, INC. COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF GA FINANCIAL, INC.]
This Proxy Statement and GREEN proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.01 per share (the "Common Stock")
of GA Financial, Inc. (the "Company") a Delaware Corporation, in connection with
the solicitation of proxies (the "Proxy Solicitation") by the GA Financial, Inc.
Committee to Preserve Shareholder Value (the "Committee"). The Annual Meeting of
Stockholders is to be held on April 23, 2003. Please refer to the Company's
proxy statement for the time and location of this meeting (the "Annual
Meeting"). Stockholders who own the Common Stock on March 10,2003 will be
entitled to vote ("Annual Meeting Record Date"). The Company's principal
executive offices are located at 4750 Clairton Boulevard, Pittsburgh, PA 15236.
At the Annual Meeting, the Company will be seeking (i) the election of two
Directors for a term of three years or until a successor has been elected and
qualified and (ii) ratification of the appointment of KPMG LLP independent
auditors.
The Committee members own approximately 338,942 shares, which is approximately
6.58% of the Company's outstanding Common Stock based upon the Company's January
30th press release, and are soliciting the votes of other Stockholders to elect
one Director at this year's Annual Meeting in opposition to the two (2)
directors nominated for election by the Company. The Committee is soliciting
your proxy in support of the election of Lawrence Seidman ("Seidman") (the
"Committee Nominee") to the Company's Board of Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II"), a
New Jersey Limited Partnership; Kerrimatt, L.P. ("Kerrimatt"), a New Jersey
Limited Partnership; Federal Holdings, LLC ("Federal"), a New York Limited
Liability Company; Pollack Investment Partnership, LP ("PIP"), a New Jersey
Limited Partnership, Dennis Pollack ("Pollack") and Seidman. This Proxy
Statement and GREEN proxy card are being first mailed or furnished to
Stockholders on or about March 12, 2003.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of a significant shareholder on the Board of Directors. Through
representation on the Board of Directors, the Committee Nominee will attempt to
persuade the Board of Directors to: (i) accelerate the Company's share
repurchase program; and (ii)retain an investment banker to determine the value
of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one which counts, so return the
GREEN card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the GREEN proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominee.
If your shares are registered in more than one name, the GREEN proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominee.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of KPMG, LLP, as independent auditors and the date by which
Stockholders must submit proposals for inclusion at the next Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date will be disclosed in the Company's proxy statement. Each share of Common
Stock is entitled to one vote at the Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
D. F. King & Co.
Att: Richard Grubaugh
48 Wall Street
New York, New York 10005
(Call Toll Free (800) 290-6426)
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
SHAREHOLDERS
The Committee believes its fellow Shareholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker. The Committee will
request that the investment banker analyze the Company's value in a sale versus
remaining independent to assist the Company's Board in reaching an informed
decision on how to maximize shareholder value. In addition, the investment
banker will also evaluate whether the Company can make in-market acquisitions
that are accretive (acquisitions that will add to the earnings per share of the
Company within one year). The Committee does not believe that the value of the
Company's stock can be maximized solely through internal growth.
If the Company cannot grow through accretive acquisitions, the goal to maximize
value can be accomplished most effectively by selling or merging the Company.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
No guarantee, or assurance, can be given that the Committee's proposals will
result in a maximization of shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all shareholders.
SEIDMAN'S DECEMBER 4, 2002
MEETING WITH JOHN M. KISH
On December 4, 2002 Mr. Seidman met in Pittsburgh with John M. Kish, the
Chairman of the Board and Chief Executive Officer of the Company and primary
subsidiary Great American Federal (the "Association"), two members of the Board
and two members of senior management.
Mr. Seidman requested that the Board be enlarged by one seat and that he be
added to the Board. This suggestion would not require any present Board Member
to be removed. Based upon the Certificate of Incorporation and By-Laws of the
Company, the addition of one seat to the Board would not require an amendment to
the Certificate of Incorporation or By-Laws. Based upon the Certificate of
Incorporation, the number of directors shall be fixed exclusively by the Board
pursuant to a resolution adopted by a majority of the whole Board.
Mr. Seidman received a letter from Mr. Kish dated January 10th, 2003 denying his
request for Board representation.
THE PRICE RECEIVED BY ALL PENNSYLVANIA THRIFTS
IN THE LAST TWO CALENDAR YEARS COMPARED TO
THE COMPANY'S FINANCIAL RESULTS
The Company's stock, based upon its closing price of $25.29 on February 3, 2003,
is trading at 1.29 times its December 31, 2002 $19.54 book value and 19.15 times
its twelve month December 31, 2002 diluted earnings per share of $1.32. In the
opinion of the Committee, unless the Company can do an accretive acquisition, or
significantly increase its earnings per share and return on equity, a sale of
the Company at this time may be more beneficial than the Company remaining an
independent financial institution. These facts are supported by the following
chart, which reflects the mean and median price to book value, deposit premium
and price to last twelve months earnings multiple paid for Pennsylvania banks
and thrifts acquired in 2001 and 2002.
PENNSYLVANIA MERGER ACTIVITY 2001
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PRICE/ PRICE/
ACQUIROR/ ANNOUNCE TANGIBLE LTM DEPOSIT
TARGET DATE BOOK EARNINGS (X) PREMIUM
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BANKS
1.Sun Bancorp Inc./ 1/16/01 211.94 15.62 13.67
Guaranty Bank NA
2.Three Rivers Bancorp Inc. 1/31/01 204.33 21.32 15.10
Pennsylvania Capital Bank
3. Promister Financial Corp/ 2/24/01 132.53 16.41 16.40
FNH Corp.
4.F.N.B.Corp./ 6/14/01 231.77 22.57 22.65
Promistar Financial Corp.
5.Sovereign Bancorp Inc./ 7/17/01 188.08 NM 12.87
Main Street Bancorp Inc.
6.Parkvale Financial Corp./ 7/30/01 150.70 15.38 23.96
Second NB of Masontown
MEAN 186.56 18.26 17.44
MEDIAN 196.21 16.41 15.75
THRIFTS
1.ESB Financial Corp./ 5/16/01 104.01 22.21 14.47
WSB Holding Co.
2.Fidelity Bancorp Inc./ 10/10/01 114.52 26.82 18.44
Carnegie Financial Corp.
MEAN 109.27 24.52 16.46
MEDIAN 109.27 24.52 16.46
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PENNSYLVANIA MERGER ACTIVITY 2002
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PRICE/ PRICE/
ANNOUNCE DEAL TANGIBLE LTM DEPOSIT
DATE VALUE BOOK EARNINGS PREMIUM
($M) (%) (x) (%)
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BANKS
1.Legacy Bank of Harrisburg/7/10/02 12.9 144.7 NM 7.2
Northern State Bank
2.Nat Penn Bancshares Inc/ 9/24/02 94.5 332.5 32.5 29.0
First Service Bank
3.S & T Bancorp Inc./ 3/20/02 87.4 214.9 17.1 21.2
Peoples Financial Corp
4.Sky Financial Group Inc. 5/7/02 154.7 191.8 19.0 13.5
Three Rivers Bancorp Inc.
MEAN 87.4 220.9 22.8 17.7
MEDIAN 91.0 203.3 19.0 17.3
THRIFTS
1.Berkshire Fin.Holdings/ 3/11/02 3.4 111.1 NM 0.3
USABancShares.com Inc.
2.Laurel Capital Grp Inc./ 9/12/02 9.9 132.7 NM 7.2
SFSB Holding Co.
3.Northwest Bancorp Inc.MHC/2/7/02 14.7 120.6 NM 2.3
Prestige Bancorp Inc.
4.Royal Bnk of Scotland Grp/9/30/02 494.5 314.6 26.9 26.0
Commonwealth Bancorp Inc.
5.Sun Bancorp Inc./ 12/20/02 7.2 112.8 45.9 4.5
Steelton Bancorp Inc.
MEAN 105.9 158.4 36.4 8.1
MEDIAN 9.9 120.6 36.4 4.5
Based upon the thrift 2001 mean and median valuations shown above, the Company
based upon a $19.54 book value, $524,067,000 of deposits and $1.32 diluted
earnings per share for the Calendar Year 2002, is worth the following per share
dollar amounts:
Book Value LTM Earning Deposit Premium
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Mean 21.35 32.37 36.30
21.35 32.37 36.30
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Based upon the thrift 2002 mean and median valuations shown above, the Company
based upon a $19.54 stated book value, $524,067,000 of deposits and 1.32 diluted
earnings per share for the Calendar Year 2002, is worth the following per share
amount:
Book Value LTM Earning Deposit Premium
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Mean 30.87 18.04 27.78
23.56 48.04 24.12
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There can be no assurance or guarantee that the Company would receive a price
equal to or greater than the mean or median ratio stated above.
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEE IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Shareholder should be aware that the present election is only to elect one
Director to the Board of Directors of the Company and has nothing to do with the
election of Directors to the Association, the wholly owned banking subsidiary of
the Company. The present Directors of the Company, even if the Committee Nominee
wins this election, will still be able to appoint the Board of Directors of the
Association, including the Company Nominees, even if they lose the election.
The Committee will not support Mr. Kish for election to the Company's Board, but
if he is not elected, will support his appointment to the Board of the
Association. Mr. Kish's failure to be elected to the Board of the Company will
not adversely effect his position as the Chairman of the Board and Chief
Executive Officer of the Association. Hopefully, if Mr. Seidman is elected to
the Board of the Company, he will also be appointed to the Board of the
Association. Notwithstanding which Board Mr. Seidman is on, he will request that
Mr. Kish's and Mr. Cover's, Director, President and Chief Operating Officer of
the Association employment contracts not be renewed on their respective
anniversary date.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominee, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. In addition, the Committee
Nominee will attempt to persuade the Company to pursue an accretive acquisition.
The Board of Directors of the Company would have to determine a satisfactory
price which could be either all cash or a combination of cash and stock. (The
Board would have to make the same determination with respect to the
consideration to be received in connection with a sale of the Company.) To
accomplish the Committee's goal, the Nominee, if elected, will need the
cooperation of two of the other Directors. Furthermore, the Nominee's plans
could change subject to the fiduciary duty they will owe to all shareholders, if
elected.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale of the Company upon statements by Mr.Kish to Mr.
Seidman during a phone call shortly after the December 4, 2002 meeting. Mr. Kish
stated that at the present time the Board is not interested in pursuing a sale
of the Company and would prefer remaining independent.
Shareholders will not be afforded a separate opportunity to vote on the
implementation of a stock repurchase program. Shareholders will be required to
vote on a sale or a merger; except an acquisition for cash may not require
shareholder approval.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Seidman has been involved in proxy contests in connection with the following
eight separate companies since 1995, IBS Financial Corp.("IBSF"), Wayne Bancorp,
Inc. ("WYNE"), South Jersey Financial Corp., Inc. ("SJFC"), Citizens First
Financial Corp. ("CFSB"), Yonkers Financial Corp. ("YFCB"), First Federal
Savings and Loan Association of East Hartford ("FFES"), Vista Bancorp, Inc.
("Vista")and Kankakee Bancorp, Inc. ("KNK") seeking to maximize shareholder
value by either an accretive acquisition or sale of the respective companies.
IBSF, WYNE, FFES, VBNJ, YFCB and SJFC were sold at significant premiums to their
book value and earnings, as shown by the following chart:
Multiples [X] Director
Seller Buyer Book Value % LTM EPS [X] Nominees
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Wyne Valley National Bancorp 2.00 31.7 Seidman Nominees
IBSF Hudson United Bancorp. 1.45 31.0 Seidman
SJFC Richmond Cty. Fin. Corp. 1.14 24.1 Seidman
FFES Connecticut Bancshares,Inc. 1.37 13.5 Seidman
VBNJ United National Bankcorp 2.52 19.6 Seidman Nominees
YFCB Atlantic Bank of New York 1.52 16.20 Seidman
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Seidman was a member of the Board of SJFC and FFES, and Williamson was a member
of the Board of FFES.
Seidman was not successful in his proxy contest with CFSB, VBNJ, YFCB or KNK.
However, Seidman was successful in having CFSB conduct a Dutch Auction for 15%
of its outstanding shares. Seidman had proposed this Dutch Auction and, in an
agreement with CFSB, agreed to tender the shares he controlled into the auction
and to execute a standstill agreement. Thus, the Dutch Auction resulted in large
measure from proposals made by, and actions undertaken, by Seidman. With respect
to YFCB Seidman continually pushed YFCB to sell. On November 14, 2001 YFCB
announced a sale to Atlantic Bank of New York at $29.00 cash per share, based
upon the above ratios.
The Board of Directors of CNYF and AHCI, each agreed voluntarily to increase by
one (1) the size of the Board and Seidman was added to each respective Board.
CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and
27.57 times its last twelve (12) month earnings. AHCI was sold to Hudson River
Bancorp, Inc. at a premium price of 1.25 times book and 25.60 times its last
twelve (12) months earnings.
In addition, Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of 1st Bergen
Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), and Jade Finacial
Corporation ("IGAF"). All three institutions were sold shortly after the
respective announcements. FBER was sold to Kearney Savings Bank for 1.78 % of
book value and 28.6 times earnings. EGLB was sold to First Busey Corporation
("FBC") for 1.41% of book value and 30.3 times earnings. IGAF was sold to PSB
Bancorp, Inc. for 92% of book value and 26.06 times earnings. Except for IGAF,
these companies were sold at a significant premium to book value and earnings
and its prevailing stock price.
On December 6, 2002, Michael A. Griffith was appointed to the KNK Board of
Directors. His appointment was part of an agreement with an investor group led
by Jeffrey L. Gendell, which owned apprximately 9.8% of KNK's outstanding
shares. On January 17, 2003, KNK announced, among other things the resignation
of Larry Huffman, the President and Chief Executive Officer and the election of
Mr. Griffith as the new KNK Chairman.
All of the above institutions, except Vista Bancorp, Inc. (VBNJ) were thrifts.
Commercial banks normally receive multiples greater than thrifts.
There is no guarantee that the Company can be sold for a premium equal to or
greater than the premium paid for the commercial banks and thrifts mentioned in
this proxy statement.
RETURN ON AVERAGE EQUITY
The following chart reflects the Company's approximate return on equity for the
past six calendar years:
1997 6.97%
1998 7.32%
1999 7.34%
2000 7.51%
2001 5.45%
2002 6.73%
Therefore, in six years the average return on equity has decreased. In the
Committee's opinion, the historically average return on equity is below the
average for similar sized thrifts. Mr. Kish has been a director since 1983 and
operating Chairman of the Board and Chief Executive Officer of the Company and
Association since approximately 1998 and therefore is responsible for this
performance.
Unfortunately, the Board rewarded management for its sub-par performance with
employment contracts for Messrs Kish and Cover. Each of these Agreements have
generally identical terms, except Mr. Kish's Agreement is for a three-year term
and Mr. Cover's is for a two-year term. These Agreements provide that they are
renewabale on an annual basis. The Committee would oppose renewal of these
Agreements unless the performance of the Company is significantly improved.
ELECTION OF COMMITTEE NOMINEE
When you return the Committee's proxy card you are only voting for Mr.Seidman.
Mr.Seidman has consented to being named in this Proxy Statement and has agreed
to serve as a Director, if elected. The Company's By-Laws require that Mr.
Seidman receive a plurality of the votes cast to be elected.Because there are
two (2) board seats available Mr. Seidman must receive at least the second
highest vote total to be elected.
Lawrence Seidman, age 55, is a private investor whose principal office is
located at 100 Misty Lane, Parsippany, NJ 07054. Mr. Seidman has sole investment
discretion and voting authority for SAL, SIP, SIPII, Kerrimatt and Federal and
shared investment discretion and voting authority for PIP. Mr. Seidman, from
March 10, 1999 to April 2002 was the President, General Counsel and a Director
of Menlo Acquisition Corporation and since April 2002 to the present has
remained Associate General Counsel to Menlo Acquisition Corporation and its
subsidiaries. Mr. Seidman is also Manager of Seidman & Associates, LLC,
Co-General Partner of Pollack Investment Partnership, L.P. President of Veteri
Place Corp., the sole General Partner of Seidman Investment Partnership, LP,
Seidman Investment Partnership II, LP, Manager of Federal Holdings, L.L.C. and
business consultant to certain partnerships and individuals, including, but not
limited to, Kerrimatt, LP.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee members, other than SIPII, Pollack, PIP and Kerrimatt,
were parties to a civil proceeding which ultimately mandated activities that
were subject to federal securities laws. Specifically, a civil action was filed
by IBSF, during a proxy contest with certain members of the Committee, in the
U.S. District Court. This litigation named the members of the Committee, as
Defendants; except, SIPII, Pollack, PIP, and Kerrimatt. The claim was made that
three members on the Committee did not make all of the disclosures required by
the Securities Exchange Act of 1934. The District Court entered a Judgment
dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed
in part, and remanded the matter, determining that two (2) additional
disclosures should have been made. Pending the remand, an Amended Schedule 13D
was filed making additional disclosures with regard to Seidcal Associates and
Kevin Moore concerning the background, biographical and employment information
on Brant Cali of Seidcal and Kevin Moore of Federal. Thereafter, the District
Court entered a Judgment After Remand which directed the inclusion of these
disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL, Co-General Partner with Pollack in PIP, and
is the President of the Corporate General Partner of SIP and SIPII and the
investment manager for Kerrimatt and Federal; and, in that capacity, Mr. Seidman
has the authority to cause those entities to acquire, hold, trade, and vote
these securities and with respect to PIP, Seidman shares these functions with
Pollack. SAL, SIP, SIPII, Kerrimatt, PIP and Federal were all created to
acquire, hold, and sell publicly-traded securities. None of these entities was
formed to solely acquire, hold, and sell the Company's securities. Each of these
entities owns securities issued by one or more companies other than the Company.
The members and limited partners in SIP, SIPII, SAL, Kerrimatt, PIP and Federal
are all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, Seidman receives a $300,000 annual salary and a
percentage of the profits, after the Members receive a return on their
investment. In SIP, Federal and PIP, Seidman receives an annual fee, which is
payable quarterly, based upon a valuation of the assets, and he receives a
percentage of the profits. In Kerrimatt, Seidman receives an annual fee, which
is payable quarterly based upon a valuation of the assets with a stated maximum
fee payable, and he receives a percentage of the profits after a return to
limited partners. In SIPII, Seidman receives a percentage of the profits and no
annual fee.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner. Specifically, the shares held by
each of the named entities are voted in the manner that Seidman elects, in his
non-reviewable discretion; except for PIP, where the voting discretion is shared
with Pollack.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of KPMG,
LLP, as independent accountants for the Company for the fiscal year ending
December 31, 2003.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Seidman, and employees of D. F. King & Co. Seidman
will be principally responsible to solicit proxies for the Committee and certain
of Seidman's employees will perform secretarial work in connection with the
solicitation of proxies, for which no additional compensation will be paid.
Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be
requested to forward the Committee's solicitation material to their customers
for whom they hold shares and the Committee will reimburse them for their
reasonable out-of-pocket expenses. The Committee has retained D. F. King & Co.
to assist in the solicitation of proxies and for related services. The Committee
will pay D. F. King & Co. a fee of up to $25,000 and has agreed to reimburse it
for its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify D. F. King & Co. against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws. The
Securities and Exchange Commission deems such an indemnification to be against
public policy. Approximately ten (10) persons will be used by D. F. King & Co.in
its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by SAL, SIP, PIP, Federal, Kerrimatt and SIP II. The Committee does not intend
to solicit proxies via the Internet.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $40,000 of which
$-0- has been incurred to date. The Committee intends to seek reimbursement from
the Company for those expenses incurred by the Committee, if the Committee's
Nominee is elected, but does not intend to submit the question of such
reimbursement to a vote of the Shareholders.
For the proxy solicited hereby to be voted, the enclosed GREEN proxy card must
be signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in
the enclosed envelope in time to be voted at the Annual Meeting. If you wish to
vote for the Committee Nominee, you must submit the enclosed GREEN proxy card
and must NOT submit the Company's proxy card. If you have already returned the
Company's proxy card, you have the right to revoke it as to all matters covered
thereby and may do so by subsequently signing, dating, and mailing the enclosed
GREEN proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a GREEN proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation; (ii) submitting a
duly executed proxy bearing a later date to the Committee; or (iii) attending
and voting at the Annual Meeting in person. Attendance at the Annual Meeting
will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked GREEN proxy card will
be voted as specified. You may vote for the Committee's Nominee or withhold
authority to vote for the Committee's Nominee by marking the proper box on the
GREEN proxy card. Shares represented by a GREEN proxy card where no
specification has been made will be voted for the Committee's Nominee and for
KPMG, LLP.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed GREEN proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the GREEN proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the GREEN proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to elect the Committee's
Nominee as a Director at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEE AND FOR THE PROPOSED AUDITORS.
GA FINANCIAL,INC.COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominee on the GREEN proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: D. F. King &
Co., Att: Richard Grubaugh, 48 Wall Street, New York, New York 10005, at
(800) 290-6426.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 312,542 shares
of Common Stock, representing approximately 6.07% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
September 27, 2003
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose
principal and executive offices are located at 47 Blueberry Drive, Woodcliff
Lakes, New Jersey 07677. Pollack and Seidman are co-general partners of PIP and
share the investment discretion and voting authority with respect to such
securities.
Lawrence Seidman is a private investor, with discretion over certain client
accounts and is the Manager of Federal and SAL, and the President of the
Corporate General Partner of SIP and SIP II, co-general partner of PIP and the
investment manager of Kerrimatt. See Footnote No. 1 below for information
concerning regulatory action.
Dennis Pollack is the co-general partner of PIP and shares discretion with
Seidman with respect to this entity, and is a businessman and a private
investor. In addition, Mr. Pollack is the President and Chief Executive Officer
of Pegasus Funding Group, Inc. and Executive Vice President of New York
NationalBank.
The following sets forth the name, business address, and the number of shares of
Common Stock of the Company beneficially owned as of March --, 2003, by each of
the Committee Members [The actual stock purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class Business Address in Record Name of
- ------------------------------------------------------------------------------
1. Seidman and Associates Lanidex Center, 89,590 1.74
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment 19 Veteri Place 44,767 .869
Partnership, L.P.(SIP) Wayne, NJ 07470
3. Seidman Investment 19 Veteri Place 44,767 .869
Partnership II, L.P.(SIPII) Wayne, NJ 07470
4. Lawrence Seidman and 19 Veteri Place 327,492 6.36
discretionary clients Wayne, NJ 07470
(1) (2)
5. Federal Holdings, LLC One Rockefeller Plaza 44,767 .869
(Federal) New York, NY 10020
6. Kerrimatt, LP 80 Main St. 44,767 .869
(Kerrimatt) West Orange, NJ 07052
7. Pollack Investment 47 Blueberry Drive 44,767 .869
Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677
8. Dennis Pollack (2) 47 Blueberry Drive 56,217 1.09
(Pollack) Woodcliff Lake, NJ 07677
- ------------------
(1) Includes all shares owed by SAL, SIP, SIPII, Federal, Kerrimatt, and PIP.
(2) Includes shares owned by PIP.
Seidman may be deemed to have sole voting power and dispositive power as to
260,085 shares beneficially owned by SIP, SIP II, SAL, Kerrimatt and Federal and
his discretionary clients and shared voting power and dispositive power with
Pollack as to the 41,007 shares owned by PIP. Pollack has the sole voting
authority and depositive power for 11,450 shares owned by his family and him. On
November 8, 1995, the acting director of the Office of Thrift Supervision (OTS)
issued a Cease and Desist Order against Seidman ("C & D") after finding that
Seidman recklessly engaged in unsafe and unsound practices in the business of an
insured institution. The C & D actions complained of were Seidman's allegedly
obstructing an OTS investigation. The C & D ordered him to cease and desist from
(i) any attempts to hinder the OTS in the discharge of its regulatory
responsibilities, including the conduct of any OTS examination or investigation;
and (ii) any attempts to induce any person to withhold material information from
the OTS related to the performance of its regulatory responsibilities. The Order
also provides that for a period of no less than three (3) years if Seidman
becomes an institution-affiliated party of any insured depository institution
subject to the jurisdiction of the OTS, to the extent that his responsibilities
include the preparation or review of any reports, documents, or other
information that would be submitted or reviewed by the OTS in the discharge of
its regulatory functions, all such reports, documents, and other information
shall, prior to submission to, or review by the OTS, be independently reviewed
by the Board of Directors or a duly appointed committee of the Board to ensure
that all material information and facts have been fully and adequately
disclosed. In addition, a civil money penalty in the amount of $20,812 was
assessed.
EXHIBIT B
Stock Purchase Transactions
Entity Date Cost Cost Shares
Purch per
Share
- -------------------------------------------------------------------------------
1-Seidman & Assoc 2/6/02 17.15 151,949.00 8,860
1-Seidman & Assoc 7/19/02 17.9318 29,587.47 1,650
1-Seidman & Assoc 7/23/02 17.5778 63,280.08 3,600
1-Seidman & Assoc 7/23/02 18.0673 40,651.43 2,250
1-Seidman & Assoc 7/24/02 17.0937 122,219.96 7,150
1-Seidman & Assoc 7/30/02 17.5149 52,544.70 3,000
1-Seidman & Assoc 8/12/02 19.1052 32,192.26 1,685
1-Seidman & Assoc 8/15/02 19.45 63,990.50 3,290
1-Seidman & Assoc 8/19/02 19.3842 39,349.93 2,030
1-Seidman & Assoc 8/26/02 19.5 31,785.00 1,630
1-Seidman & Assoc 8/27/02 19.518 48,599.82 2,490
1-Seidman & Assoc 8/29/02 19.25 26,372.50 1,370
1-Seidman & Assoc 9/3/02 19.1844 52,757.10 2,750
1-Seidman & Assoc 9/4/02 19.1475 70,845.75 3,700
1-Seidman & Assoc 9/9/02 19.15 10,724.00 560
1-Seidman & Assoc 9/12/02 19.2 11,040.00 575
1-Seidman & Assoc 9/30/02 19.25 55,055.00 2,860
1-Seidman & Assoc 10/1/02 19.15 54,769.00 2,860
1-Seidman & Assoc 10/9/02 19.07 40,809.80 2,140
1-Seidman & Assoc 10/14/02 18.95 39,984.50 2,110
1-Seidman & Assoc 10/23/02 19.15 218,884.50 11,430
1-Seidman & Assoc 11/4/02 20.05 280,701.40 14,000
1-Seidman & Assoc 2/25/03 25.42 76,260.00 3,000
1-Seidman & Assoc 2/26/03 25.7488 118,444.48 4,600
Sub-total 1,732,798.10 89,590
1-SIP 2/6/02 17.15 75,974.50 4,430
1-SIP 7/19/02 17.9318 13,807.49 770
1-SIP 7/23/02 17.5778 31,640.04 1,800
1-SIP 7/23/02 18.0673 20,054.70 1,110
1-SIP 7/24/02 17.0937 61,024.51 3,570
1-SIP 7/30/02 17.5149 24,520.86 1,400
1-SIP 8/12/02 19.1052 16,105.68 843
1-SIP 8/15/02 19.45 31,936.90 1,642
1-SIP 8/19/02 19.3842 19,655.58 1,014
1-SIP 8/26/02 19.5 15,873.00 814
1-SIP 8/27/02 19.518 24,299.91 1,245
1-SIP 8/29/02 19.25 13,205.50 686
1-SIP 9/3/02 19.1844 26,282.63 1,370
1-SIP 9/4/02 19.1475 34,465.50 1,800
1-SIP 9/9/02 19.15 6,281.20 328
1-SIP 9/12/02 19.2 5,472.00 285
1-SIP 9/30/02 19.25 27,489.00 1,428
1-SIP 10/1/02 19.15 27,346.20 1,428
1-SIP 10/9/02 19.07 20,443.04 1,072
1-SIP 10/14/02 18.95 20,049.10 1,058
1-SIP 10/23/02 19.15 109,423.10 5,714
1-SIP 11/4/02 20.05 144,360.72 7,200
1-SIP 2/25/03 25.4200 35,588.00 1,400
1-SIP 2/26/03 25.7488 60,767.17 2,360
Sub-total 866,066.33 44,767
1-SIP II 2/6/02 17.15 75,974.50 4,430
1-SIP II 7/19/02 17.9318 13,807.49 770
1-SIP II 7/23/02 17.5778 31,640.04 1,800
1-SIP II 7/23/02 18.0673 20,054.70 1,110
1-SIP II 7/24/02 17.0937 61,024.51 3,570
1-SIP II 7/30/02 17.5149 24,520.86 1,400
1-SIP II 8/12/02 19.1052 16,105.68 843
1-SIP II 8/15/02 19.45 31,936.90 1,642
1-SIP II 8/19/02 19.3842 19,655.58 1,014
1-SIP II 8/26/02 19.5 15,873.00 814
1-SIP II 8/27/02 19.518 24,299.91 1,245
1-SIP II 8/29/02 19.25 13,205.50 686
1-SIP II 9/3/02 19.1844 26,282.63 1,370
1-SIP II 9/4/02 19.1475 34,465.50 1,800
1-SIP II 9/9/02 19.15 6,281.20 328
1-SIP II 9/12/02 19.2 5,472.00 285
1-SIP II 9/30/02 19.25 27,489.00 1,428
1-SIP II 10/1/02 19.15 27,346.20 1,428
1-SIP II 10/9/02 19.07 20,443.04 1,072
1-SIP II 10/14/02 18.95 20,049.10 1,058
1-SIP II 10/23/02 19.15 109,423.10 5,714
1-SIP II 11/4/02 20.05 144,360.72 7,200
1-SIP II 2/25/03 25.4200 35,588.00 1,400
1-SIP II 2/26/03 25.7488 60,767.17 2,360
Sub-total 866,066.33 44,767
2-Federal Holdings 2/6/02 17.15 75,974.50 4,430
2-Federal Holdings 7/19/02 17.9318 13,807.49 770
2-Federal Holdings 7/23/02 17.5778 31,640.04 1,800
2-Federal Holdings 7/23/02 18.0623 20,049.15 1,110
2-Federal Holdings 7/24/02 17.0937 61,024.51 3,570
2-Federal Holdings 7/30/02 17.5149 24,520.86 1,400
2-Federal Holdings 8/12/02 19.1052 16,105.68 843
2-Federal Holdings 8/15/02 19.45 31,936.90 1,642
2-Federal Holdings 8/19/02 19.3842 19,655.58 1,014
2-Federal Holdings 8/26/02 19.5 15,873.00 814
2-Federal Holdings 8/27/02 19.518 24,299.91 1,245
2-Federal Holdings 8/29/02 19.25 13,205.50 686
2-Federal Holdings 9/3/02 19.1844 26,282.63 1,370
2-Federal Holdings 9/4/02 19.1475 34,465.50 1,800
2-Federal Holdings 9/9/02 19.15 6,281.20 328
2-Federal Holdings 9/12/02 19.2 5,472.00 285
2-Federal Holdings 9/30/02 19.25 27,489.00 1,428
2-Federal Holdings 10/1/02 19.15 27,346.20 1,428
2-Federal Holdings 10/9/02 19.07 20,443.04 1,072
2-Federal Holdings 10/14/02 18.95 20,049.10 1,058
2-Federal Holdings 10/23/02 19.15 109,423.10 5,714
2-Federal Holdings 11/4/02 20.05 144,360.72 7,200
1-Federal Holdings 2/25/03 25.4200 35,588.00 1,400
1-Federal Holdings 2/26/03 25.7488 60,767.17 2,360
Sub-total 866,066.33 44,767
2-Kerri-Matt 2/6/02 17.15 75,974.50 4,430
2-Kerri-Matt 7/19/02 17.9318 13,807.49 770
2-Kerri-Matt 7/23/02 17.5778 31,640.04 1,800
2-Kerri-Matt 7/23/02 18.0673 20,054.70 1,110
2-Kerri-Matt 7/24/02 17.0937 61,024.51 3,570
2-Kerri-Matt 7/30/02 17.5149 24,520.86 1,400
2-Kerri-Matt 8/12/02 19.1052 16,105.68 843
2-Kerri-Matt 8/15/02 19.45 31,936.90 1,642
2-Kerri-Matt 8/19/02 19.3842 19,655.58 1,014
2-Kerri-Matt 8/26/02 19.5 15,873.00 814
2-Kerri-Matt 8/27/02 19.518 24,299.91 1,245
2-Kerri-Matt 8/29/02 19.25 13,205.50 686
2-Kerri-Matt 9/3/02 19.1844 26,282.63 1,370
2-Kerri-Matt 9/4/02 19.1475 34,465.50 1,800
2-Kerri-Matt 9/9/02 19.15 6,281.20 328
2-Kerri-Matt 9/12/02 19.2 5,472.00 285
2-Kerri-Matt 9/30/02 19.25 27,489.00 1,428
2-Kerri-Matt 10/1/02 19.15 27,346.20 1,428
2-Kerri-Matt 10/9/02 19.07 20,443.04 1,072
2-Kerri-Matt 10/14/02 18.95 20,049.10 1,058
2-Kerri-Matt 10/23/02 19.15 109,423.10 5,714
2-Kerri-Matt 11/4/02 20.05 144,360.72 7,200
2-Kerri-Matt 2/25/03 25.4200 35,588.00 1,400
2-Kerri-Matt 2/26/03 25.7488 60,767.17 2,360
Sub-total 866,066.33 44,767
2-Pollack Invest Prtshp 2/6/02 17.15 75,974.50 4,430
2-Pollack Invest Prtshp 7/19/02 17.9318 13,807.49 770
2-Pollack Invest Prtshp 7/23/02 17.5778 31,640.04 1,800
2-Pollack Invest Prtshp 7/23/02 18.0673 20,054.70 1,110
2-Pollack Invest Prtshp 7/24/02 17.0937 61,024.51 3,570
2-Pollack Invest Prtshp 7/30/02 17.5149 24,520.86 1,400
2-Pollack Invest Prtshp 8/12/02 19.1052 16,105.68 843
2-Pollack Invest Prtshp 8/15/02 19.45 31,936.90 1,642
2-Pollack Invest Prtshp 8/19/02 19.3842 19,655.58 1,014
2-Pollack Invest Prtshp 8/26/02 19.5 15,873.00 814
2-Pollack Invest Prtshp 8/27/02 19.518 24,299.91 1,245
2-Pollack Invest Prtshp 8/29/02 19.25 13,205.50 686
2-Pollack Invest Prtshp 9/3/02 19.1844 26,282.63 1,370
2-Pollack Invest Prtshp 9/4/02 19.1475 34,465.50 1,800
2-Pollack Invest Prtshp 9/9/02 19.15 6,281.20 328
2-Pollack Invest Prtshp 9/12/02 19.2 5,472.00 285
2-Pollack Invest Prtshp 9/30/02 19.25 27,489.00 1,428
2-Pollack Invest Prtshp 10/1/02 19.15 27,346.20 1,428
2-Pollack Invest Prtshp 10/9/02 19.07 20,443.04 1,072
2-Pollack Invest Prtshp 10/14/02 18.95 20,049.10 1,058
2-Pollack Invest Prtshp 10/23/02 19.15 109,423.10 5,714
2-Pollack Invest Prtshp 11/4/02 20.05 144,360.72 7,200
2-Pollack Invest Prtshp 2/25/03 25.4200 35,588.00 1,400
2-Pollack Invest Prtshp 2/26/03 25.7488 60,767.17 2,360
Sub-total 866,066.33 44,767
Dennis Pollack & Family 7/23/02 17.8855 8,942.75 500
Dennis Pollack & Family 8/2/02 18.0025 1,800.25 100
Dennis Pollack & Family 8/19/02 19.325 9,662.50 500
Dennis Pollack & Family 8/19/02 19.3355 9,667.75 500
Dennis Pollack & Family 8/20/02 19.4803 19,480.25 1,000
Dennis Pollack & Family 8/22/02 19.6316 15,705.25 800
Dennis Pollack & Family 8/23/02 19.625 11,775.00 600
Dennis Pollack & Family 8/23/02 19.6375 1,963.75 100
Dennis Pollack & Family 8/26/02 19.5955 9,797.75 500
Dennis Pollack & Family 8/27/02 19.5303 19,530.25 1,000
Dennis Pollack & Family 8/30/02 19.3316 15,465.25 800
Dennis Pollack & Family 9/5/02 19.2303 19,230.25 1,000
Dennis Pollack & Family 9/18/02 19.5303 19,530.25 1,000
Dennis Pollack & Family 9/20/02 19.75 3,950.25 200
Dennis Pollack & Family 9/24/02 19.58 9,792.00 500
Dennis Pollack & Family 9/24/02 19.58 12,729.00 650
Dennis Pollack & Family 9/27/02 19.4803 19,480.25 1,000
Sub-total 222,210.50 11,450
Lawrence Seidman & Clients 2/6/02 17.15 53,456.55 3,117
Lawrence Seidman & Clients 10/7/02 19.5 1,950.00 100
Lawrence Seidman & Clients 10/8/02 19.3173 17,385.59 900
Lawrence Seidman & Clients 10/8/02 19.11 1,911.00 100
Lawrence Seidman & Clients 10/8/02 19.337 9,668.48 500
Lawrence Seidman & Clients 10/8/02 19.3189 19,318.87 1,000
Lawrence Seidman & Clients 10/8/02 19.3204 15,456.31 800
Lawrence Seidman & Clients 10/8/02 19.3243 13,527.03 700
Lawrence Seidman & Clients 10/9/02 19.11 17,199.00 900
Lawrence Seidman & Clients 9/27/02 19.52 39,049.66 2,000
Lawrence Seidman & Clients 9/27/02 19.18 18,224.67 950
Lawrence Seidman & Clients 9/27/02 19.527 29,290.50 1,500
Lawrence Seidman & Clients 9/27/02 19.527 29,290.50 1,500
Sub-total 265,728.16 14,067
TOTAL 6,551,062.90 338,942
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF GA FINANCIAL
INC. BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence Seidman with full power of substitution
as proxy for the undersigned, to vote all shares of common stock, par value $.01
per share of GA Financial, Inc., (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on April 23,
2003, or any adjournment(s) or postponement(s) thereof (the "Meeting"), as
follows:
1. ELECTION OF DIRECTORS - To elect LAWRENCE SEIDMAN
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Lawrence Seidman, write the
respective name in the following space or withhold authority for Lawrence
Seidman by placing an X next to Withhold.)
The Committee intends to use this proxy to vote for one person who has been
nominated by the Company to serve as director, other than the Company Nominees
noted below. You should refer to the Company's proxy statement and form of proxy
distributed by the Company for the names, backgrounds, qualifications and other
information concerning the Company's Nominees. The Committee is NOT seeking
authority to vote for and will NOT exercise any authority for John M. Kish, one
of the Company's two Nominees. There is no assurance that any of the Company's
Nominees will serve if elected with the Committee's Nominee. You may withhold
authority to vote for an additional Company Nominee, by writing the name of the
Company Nominee in the following space below:
2. APPOINTMENT OF KPMG, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2003:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominee as a Director and "FOR" the
appointment of KPMG, LLP, the independent accountants. This proxy revokes all
prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.