-----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, BAFgX7flGe5bkr7O4srVNxO3wU3Xcy121cdlPFXreDlHOGpgnXmR7uzzyIWBh8gS f++W4nmgRQOZSc33UDlR4A== 0001026081-03-000008.txt : 20030407 0001026081-03-000008.hdr.sgml : 20030407 20030407093415 ACCESSION NUMBER: 0001026081-03-000008 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030407 EFFECTIVENESS DATE: 20030407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GA FINANCIAL INC/PA CENTRAL INDEX KEY: 0001005313 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 251780835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14154 FILM NUMBER: 03640811 BUSINESS ADDRESS: STREET 1: 4750 CLAIRTON BLVD CITY: PITTSBURGH STATE: PA ZIP: 15236 BUSINESS PHONE: 4128829800 MAIL ADDRESS: STREET 1: 4750 CLAIRTON BLVD CITY: PITTSBURGH STATE: PA ZIP: 15236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 DFAN14A 1 gafdfannn.txt ADDITIONAL SOLICIT MATERIAL 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 [] Definitive Additional Materials [ X ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 GA FINANCIAL, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) COMMITTEE TO PRESERVE SHAREHOLDER VALUE - -------------------------------------------------------------------------------- (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: ---------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- 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): ---------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- 5) Total Fee Paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - -------------------------------------------------------------------------------- [ ] 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: ----------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- 3) Filing Party: ----------------------------------------------------------------------- 4) Date Filed: ----------------------------------------------------------------------- Committee to Preserve Shareholder Value 100 Misty Lane Parsippany, NJ 07054 Dear Fellow Shareholder: I am writing on behalf of the Committee to Preserve Shareholder Value (the "Committee") and in response to Mr. Kish's March 17, 2003 letter. Your vote is not only important to the outcome of this election but ultimately could affect the profitability of your investment in the stock of GA Financial, Inc. (the "Company"). THE PRESENT COMPANY BOARD HAS NOT DELIVERED SIGNIFICANT SHAREHOLDER VALUE The following schedule shows the Company's stock price performance on the noted dates: (i) March 26, 1996 (IPO date) $10.00 (ii) April 15, 1998 $22.25 (iii) November 8, 2002 (Schedule 13D filed by the Committee members) $23.29 As can be readily seen, the Company's stock price has only returned to the level achieved some five (5) years ago. What's so great about that performance? Since November 8, 2002 the Company's stock price has increased more than $2.00 per share. YOUR BOARD HAS NOT DELIVERED RECORD RESULTS IN 2002 The Company's return on equity was conspicuously missing from the Company's disclosure about its 2002 record results. The reason is simple. The Company's return on equity (the money we shareholders invest) was only 6.73% in 2002 compared to an average return on equity of over 9% for Pennsylvania based thrifts with assets over $500 million. What's so great about this below average performance? Nothing! It is the Committee's belief that a return on equity below 10% is unacceptable. (The Company cannot blame the economy for this performance. Witness the fact that, during the last six (6) years, the return on equity achieved by the Company has averaged 6.89%). NEITHER THE COMMITTEE NOR MR. SEIDMAN WANT A "FORCED SALE" OF THE COMPANY First, the Committee and Mr. Seidman own, and paid for 338,942 Company shares. They have 338,942 reasons to maximize the value of the shares they own, which will benefit all of the shareholders. Therefore, a "forced sale" is the last thing the Committee, or Mr. Seidman, wants. Second, Mr. Seidman cannot take any action on his own and, if elected, would need the support of three (3) other directors to sell the Company. Therefore, the Company's scare tactics are inappropriate. Third, Mr. Seidman only wants the Board to examine every avenue available for maximizing the Company's value. It is the Committee's belief that without thoroughly examining every alternative, it is impossible to know what course of action is the best to pursue for the benefit of the shareholders. Lastly, if elected, Mr. Seidman pledges to examine the Company's position that "[N]ow is not the time to sell", to determine whether there is a legitimate basis for this statement. If it is determined that the only reason to not sell is a desire to keep the management team employed, then Mr. Seidman will do everything he can to convince the other directors that they must sell in order to fulfill their obligations to all of the shareholders. Thank you, in advance, for your time in considering this very important matter. Very truly yours, THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE If you have any questions or need further assistance, please contact our proxy solicitor, D. F. King & Co., Att: Richard Grubaugh, 48 Wall St., NY, NY 10005, (800) 290-6426. -----END PRIVACY-ENHANCED MESSAGE-----