Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 4, 2009
GREATER ATLANTIC FINANCIAL CORP.
(Exact name of registrant as specified in charter)
DELAWARE 0-26467 54-1873112
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10700 PARKRIDGE BOULEVARD, SUITE P50, RESTON, VA 20191
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (703) 391-1300
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
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The information included in Item 1.03 of this Current Report on Form 8-K
is incorporated herein by reference.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
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On December 4, 2009, Greater Atlantic Bank (the "Bank"), the wholly owned
subsidiary of Greater Atlantic Financial Corp. (the "Company"), was closed by
the Office of Thrift Supervision and the Federal Deposit Insurance Corporation
(the "FDIC") was appointed as receiver of the Bank. On that same date, Sonabank,
McLean, Virginia, acquired substantially all banking operations, including
substantially all of the deposits, of the Bank and purchased most of the Bank's
assets in a transaction facilitated by the FDIC.
The Company's principal asset is its ownership of the common stock of the
Bank and, as a result of the receivership of the Bank, the Company has very
limited remaining tangible assets. As the owner of all of the capital stock of
the Bank, the Company would be entitled to the net recoveries, if any, following
the liquidation or sale of the Bank or its assets by the FDIC. However, at this
time, the Company does not expect that it will realize any such recoveries.
In connection with the receivership of the Bank, both the Company and the
Bank expect to receive notices from substantially all of the counterparties
(including, without limitation, lenders) to the Company's and/or Bank's material
agreements, of alleged events of default under those agreements, and of those
counterparties' intentions to terminate those agreements or accelerate the
Company's and/or Bank's performance of those agreements. The Company and/or Bank
may dispute certain of those notices. However, in the event of a default by the
Company and/or Bank under one or more of those material agreements, or in the
event of the termination of one or more of the material agreements, the Company
and/or Bank may be subject to penalties under those agreements and also may
suffer cross-default claims from counterparties under the Company's and/or
Bank's other agreements.
As a result of the Bank's receivership, it is highly likely that the
Company will be required to cease operations and liquidate or seek bankruptcy
protection. If the Company were to liquidate or seek bankruptcy protection, the
Company believes that there would be no assets available to holders of the
capital stock of the Company.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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The information included in Item 1.03 of this Current Report on Form 8-K
is incorporated herein by reference.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
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OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
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The information included in Item 1.03 of this Current Report on Form 8-K
is incorporated herein by reference.
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ITEM 8.01 OTHER EVENTS.
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On December 4, 2009, the FDIC issued a press release announcing the
receivership of the Bank and the acquisition of substantially all of the Bank's
deposits and assets by Sonabank. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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99.1 FDIC Press Release dated December 4, 2009
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREATER ATLANTIC FINANCIAL CORP.
/s/ Carroll E. Amos
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Carroll E. Amos
President and Chief Executive Officer
Date: December 9, 2009
