-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwJ5eDcZNJ7yTQV3UGgTEnUw43dyEyE6rRr9k/2UrOzHhdGYOTwHzp+zoiAwtrS1 GS8QY9dJ1OdwbjsljVMo+g== 0000909654-02-000713.txt : 20021210 0000909654-02-000713.hdr.sgml : 20021210 20021210160222 ACCESSION NUMBER: 0000909654-02-000713 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREATER ATLANTIC FINANCIAL CORP CENTRAL INDEX KEY: 0001082735 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 541873112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56523 FILM NUMBER: 02853671 BUSINESS ADDRESS: STREET 1: BOX 10700 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 7033911300 MAIL ADDRESS: STREET 1: BOX 10700 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 20191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHATTNER ROBERT I CENTRAL INDEX KEY: 0001010279 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5901 MONTROSE RD STREET 2: SUITE 1200S CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3012317700 MAIL ADDRESS: STREET 1: 5901 MONTROSE RD STREET 2: STE 1200S CITY: ROCKVILLE STATE: MD ZIP: 20852 SC 13D/A 1 greateratatlantic13da.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Greater Atlantic Financial Corp. --------------------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------------------------------- (Title of Class of Securities) 391601 10 1 --------------------------------- (CUSIP Number) Robert I. Schattner, 121 Congressional Lane, Suite 600, Rockville, MD 20852 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 2002 --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /_/. SEC 300 (07-98) 2 CUSIP No. 391601 10 1 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert I. Schattner ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 427,396 shares (not including 20,000 shares of common stock subject to the exercise of warrants and 330,099 shares of common stock subject to the conversion of convertible NUMBER preferred securities) SHARES ----- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ----- -------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 427,396 shares (not including 20,000 shares of common stock subject to the exercise of warrants and 330,099 shares of common stock subject to the conversion of convertible preferred securities) WITH ----- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ----- -------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 777,495 shares (including 20,000 shares of common stock subject to the exercise of warrants and 330,099 shares of common stock subject to the conversion of convertible preferred securities) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 23.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IND - -------------------------------------------------------------------------------- 2 3 Item 1. SECURITY AND ISSUER. ------------------- No change. Item 2. IDENTITY AND BACKGROUND. ----------------------- No change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- As of the date hereof, Robert I. Schattner (the "Reporting Person") owns 427,396 shares of common stock, presently has exercisable warrants to purchase an additional 20,000 shares of common stock and has 330,099 shares of common stock subject to the conversion of convertible preferred securities. The convertible preferred securities were purchased from Greater Atlantic Financial Corp. (the "Issuer") on March 20, 2002 in a subscription rights offering. Of the 427,396 shares of common stock owned by the Reporting Person, 157,895 were purchased in the initial public offering of the issuer on June 24, 1999, and 197,334 were purchased on July 10, 1997, in a non-public offering. An additional 72,167 were purchased between November 19, 1999 and April 3, 2001 in open market transactions. The aggregate cost of the common stock owned by the Reporting Person as of the date hereof was approximately $3,259,619. The convertible preferred securities were purchased for $2,310,000. Except as hereinafter indicated, the funds used by the Reporting Person to purchase the common stock and the convertible preferred securities have been, and it is expected that funds used by him to purchase additional shares of common stock if additional shares are purchased by him (See item 4, hereof), will be personal funds of the Reporting Person. Item 4. PURPOSE OF TRANSACTION. ---------------------- No change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) As of the date hereof, the Reporting Person owns shares of common stock, exercisable warrants and convertible preferred securities to purchase common stock, which constitutes approximately 23.3% of the 3,342,533 shares which he believes to be the total number of shares of common stock presently outstanding plus the number of shares that may be acquired within 60 days by exercise of the warrants and conversion of the convertible preferred securities. (b) The Reporting Person has sole power to vote and dispose of the common stock owned by him. (c) Information with respect to all transactions in common stock effected by the Reporting Person during the 60-day period ended March 20, 2002, is set forth as follows: 3 4 The Reporting Person purchased 231,000 convertible preferred securities from the Issuer in a subscription rights offering on March 20, 2002 for $2,310,000. The convertible preferred securities are convertible in 330,099 shares of common stock. Item 6. CONTRACT ARRANGEMENTS. UNDERSTANDING OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER. --------------------------- No change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- None. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is correct. Date: December 10, 2002 /s/ Robert I. Schattner ----------------------------- Robert I. Schattner -----END PRIVACY-ENHANCED MESSAGE-----