Section 1: SC 13D
CUSIP No. 362274102 SCHEDULE 13D Page 1 of 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GS Financial Corp.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
362274102
(CUSIP Number)
Martin S. Friedman
2107 Wilson Blvd., Suite 400
Arlington, VA 22201
Telephone: (703) 875-8374
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 2008
(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 that is the subject
of this Schedule 13D, and is filing this schedule because
of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 362274102 SCHEDULE 13D Page 2 of 12
1.
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only).
FJ Capital Long/Short Equity Fund LLC
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /X/
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) WC
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /X/
6.
Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 64,700 shares
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 64,700 shares
11.
Aggregate Amount Beneficially Owned by Each
Reporting Person: 64,700 shares
12.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) /X/
13.
Percent of Class Represented by Amount in Row (11):
5.03%
14.
Type of Reporting Person (See Instructions)
PN
CUSIP No. 362274102 SCHEDULE 13D Page 3 of 12
1.
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only).
Martin S. Friedman
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /X/
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) PF
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /X/
6.
Citizenship or Place of Organization: US
Number of Shares Beneficially Owned by Each
Reporting Person With
7. Sole Voting Power: 13,000 shares
8. Shared Voting Power: 64,700 shares
9. Sole Dispositive Power: 13,000 shares
10. Shared Dispositive Power: 64,700 shares
11.
Aggregate Amount Beneficially Owned by Each
Reporting Person: 64,700 shares
12.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) /X/
13.
Percent of Class Represented by Amount in Row (11):
5.03%
14.
Type of Reporting Person (See Instructions)
IN
CUSIP No. 362274102 SCHEDULE 13D Page 4 of 12
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by FJ Capital
Long Short Equity Fund LLC, a Delaware limited liability
company ("FJ Capital LLC"), and Martin S. Friedman, the
managing member of FJ Capital LLC. Both filers of this
Schedule 13D are collectively referred to as the ?Group?.
This statement relates to the common stock ("Common
Stock") of GS Financial Corp. (the "Company"). The address
of the principal executive offices of the Issuer is 3798
Veterans Boulevard, Metairie, LA 70002. The joint filing
agreement of the members of the Group is attached as
Exhibit 1.
Item 2. Identity and Background
(a)-(c) This statement is filed by FJ Capital LLC, with
respect to the shares of Common Stock beneficially owned by
it, and shares of Common Stock owned individually by Martin
S. Friedman.
The business address of FJ Capital LLC is 2107 Wilson
Blvd., Suite 490, Arlington, VA 22201.
The principal employment of FJ Capital LLC is a
private investment partnership engaged in the purchase and
sale of securities for its own account. Martin S. Friedman
is the managing member of FJ Capital LLC.
(d) During the past five years, no member of the
Group has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, no member of the
Group 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 or mandating activities subject to, Federal or
State securities laws or finding any violation with respect
to such laws.
(f) Martin S. Friedman is a citizen of the United
States.
CUSIP No. 362274102 SCHEDULE 13D Page 5 of 12
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by FJ Capital LLC
to acquire the 51,700 shares of Common Stock it holds in
its name is $777,492.29. Such funds were provided from FJ
Capital's LLC's working capital and, from time to time, in
part by margin account loans from subsidiaries of Fidelity
Investment extended in the ordinary course of business.
The amount of funds expended to date by Martin S.
Friedman to acquire the 13,000 shares of Common Stock it
holds in its name is $202,476.27. Such funds were provided
from Martin S. Friedman's Individual Retirement Account.
All purchases of shares of Common Stock made by the
Group using funds borrowed from Fidelity Investment, if
any, were made in margin transactions on Fidelity
Investment's usual terms and conditions.
Item 4. Purpose of Transaction
The purpose of the acquisition of shares of Common Stock of
the Company by members of the Group is to profit from
appreciation in the market price of the shares of Common
Stock and through the payment of dividends. Members of the
Group do not believe the value of the Company?s assets is
adequately reflected in the current market price of the
Company's Common Stock.
After meeting with Company management in March of this
year, the Group purchased, and continues to purchase,
Common Stock of the Company for investment purposes, as it
believes there is significant unrealized value in the
franchise. The Group left the March meeting with the
distinct impression the board and management were working
to enhance shareholder value. Specifically, the Group was
led to believe management understood the power of a Common
Stock buyback program, which would be accretive to earnings
per share, accretive to book value and supportive of a
higher return on equity.
Over recent months, in multiple letters written to the
Company, the Group has asked that the Company's excess
capital be used to repurchase the Common Stock, which has
traded at a steep discount to tangible book value. The
Group also suggested management sell investments on its
balance sheet to raise capital to pursue the strategy
outlined above. As of June 30, 2008, the company had 13.4%
equity-to-assets, of which approximately 4.3%, or $9
million, was excess capital. We strongly believe a fully
levered ratio of approximately 9% is more appropriate and
would still allow for further organic growth in the
business. As of October 22, 2008, the board has authorized
a small repurchase plan of 5% of its outstanding stock. We
urge the board to fully execute this buyback and authorize
further repurchase plans to maximize shareholder value.
Since Fiscal 2005, when the board changed its business
model from a traditional thrift model to a more commercial
bank model focused on adding branches and writing
commercial loans, the Company has been unsuccessful in
maximizing shareholder value. According to SNL Financial,
the Company's tangible book value was $22.47 at the end of
2004 and at June 30, 2008 stood at $21.56, a decline of 4%
in three and a half years. Under the strategy initiated by
the board, the value of the Common Stock has declined and
shareholder value has been lost. Further, the price-to-
tangible book value valuation multiple declined
14.5% during the same period, from 80.1% to 68.5%,
suggesting reduced investor confidence in the business. The
Group believes the preceding facts suggest the Company
should immediately begin a more effective process to
maximize shareholder value.
The Group is disturbed by the fact that, despite the
Company's inability to grow book value during the last
several years, management and the board insist on taking
additional risk and increasing expenses in these volatile
economic times, through an expansionary growth strategy
involving commercial loan growth and opening additional
retail branches.
CUSIP No. 362274102 SCHEDULE 13D Page 6 of 12
Moreover, the Group believes the continued reliance on such
an organic growth strategy, given the Company's limited
size and resources, during the next several years may
result in further lost value for shareholders.
The Group recommends deleveraging the balance sheet and
using the capital to repurchase Common Stock, which would
be immediately accretive to tangible book value. The Group
also suggests the board fulfill its fiduciary
responsibility by hiring a financial advisor to explore a
strategic merger with a larger organization that can offer
more for Company employees, customers and shareholders. By
accepting a reasonable offer for the Company, the Group
believes employees will benefit by working for a firm that
has more resources. And, in the case of a stock-for-stock
transaction, the Group believes shareholders will benefit
from owning a more liquid Common Stock security.
With the goal of enhancing shareholder value, the Group
intends to closely scrutinize and monitor developments at
the Company and, in particular, to attempt to evaluate the
Company's efforts with respect to buybacks and/or a
potential merger of the Company. The Group may communicate
with members of management, other shareholders of the
Company (the Group has requested, in writing, from the
board, a list of shareholders) or other third parties on
matters the Group deems relevant to its investment in the
Company, including for the purpose of influencing material
business decisions relating to the Company.
Specifically, if, in the view of the Group, the Company's
board and management do not improve its performance
significantly, the Group may seek to nominate and elect an
alternate slate of directors at next year's annual
meeting.
The Group may at any time and from time-to-time acquire
additional shares of the Company's Common Stock (subject to
availability at prices deemed favorable and subject to
applicable laws and regulations) in the open market, in
privately negotiated transactions or otherwise, dispose of
shares of the Company's Common Stock at prices deemed
favorable in the open market, in privately negotiated
transactions or otherwise or take such other actions,
including actions which could result in the changes or
events specified in clauses (a)-(j) of Item 4 of the Form
of Schedule 13D.
CUSIP No. 362274102 SCHEDULE 13D Page 7 of 12
Item 5. Interest in Securities of the Issuer
The percentages used in this filing are calculated
based on the number of outstanding shares of Common Stock,
1,285,800, reported as the number of outstanding shares as
of June 30, 2008, in the Company's Form 10-Q, dated August
14, 2008. All purchases and sales of shares of Common Stock
reported herein were made in open-market transactions.
(A) FJ Capital LLC
(a)
Aggregate number of shares beneficially
owned: 64,700 shares
Percentage: 5.03%
(b)
1. Sole power to vote or to
direct vote: 0
2. Shared power to vote or to direct vote: 64,700
shares
3. Sole power to dispose or to direct the
disposition: 0
4. Shared power to dispose or to direct disposition:
64,700 shares
(c) Within the past sixty days, FJ Capital LLC has
purchased 11,600 shares of Common Stock for a total of
$180,623.57. The chart below reflects certain information
concerning such purchases within the past sixty days:
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST($)
09/10/08 1,000 14.11 14,110
09/12/08 480 14.49 6,955.2
09/18/08 5,841 15.57 90,944.37
09/23/08 4,079 16 65,264
09/30/08 100 16.75 1,675
10/1/08 100 16.75 1,675
(d) Because he is the managing member of FJ Capital LLC, Martin S. Friedman has the
power to direct the affairs of FJ Capital LLC.
CUSIP No. 362274102 SCHEDULE 13D Page 8 of 12
(B) Martin Friedman
(a)
Aggregate number of shares beneficially owned:
Percentage: 64,700 shares
(b)
1. Sole power to vote or to
direct vote: 13,000
2. Shared power to vote or to direct vote: 64,700 shares
3. Sole power to dispose or to direct the disposition: 13,000
4. Shared power to dispose or to direct disposition: 64,700 shares
(c) Within the past sixty days, Martin S. Friedman has purchased 13,000 shares of
Common Stock for a total of $202,476.27. The chart below reflects certain information
concerning such purchases within the past sixty days:
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST($)
09/26/08 300 15.99 4,797
09/26/08 498 15.98 7,958.04
09/26/08 200 15.60 3,120
09/26/08 100 15.98 1,598
09/26/08 25 15.99 399.75
09/29/08 300 15.50 4,650
09/29/08 299 15.50 4,634.5
09/29/08 200 15.47 3,094
09/29/08 100 15.49 1,549
09/29/08 1 15.49 15.49
09/30/08 341 15.50 5,285.5
10/01/08 100 16.715 1,671.5
10/03/08 1000 16.5 16,500
10/03/08 600 16.5 9,900
10/03/08 500 16.465 8,232.5
10/03/08 400 16.465 6,586
10/03/08 36 16.5 594
10/07/08 500 16.5 8,250
10/14/08 450 14.01 6,304.5
10/14/08 400 15 6,000
10/14/08 396 14.98 5,932.08
10/14/08 300 15 4,500
10/14/08 248 14.95 3,707.6
CUSIP No. 362274102 SCHEDULE 13D Page 9 of 12
10/14/08 200 14.95 2,990
10/14/08 148 14.975 2,216.3
10/14/08 104 14.9649 1,556.35
10/14/08 100 14.945 1,494.5
10/14/08 100 14.995 1,494.5
10/14/08 100 14.99 1,499
10/14/08 100 14.98 1,498
10/14/08 100 14.965 1,496.5
10/14/08 100 14.94 1,494
10/14/08 100 14.70 1,470
10/14/08 100 14.35 1,435
10/14/08 52 14.975 778.7
10/14/08 52 14.98 778.96
10/17/08 600 15.50 9,300
10/17/08 100 15.49 1,549
10/21/08 200 15 3,000
10/21/08 100 15.30 1,530
10/23/08 300 14.55 4,365
10/23/08 100 15.49 1,549
10/23/08 100 15.5 1,550
10/29/08 400 15.5 6,200
10/31/08 900 15.50 13,950
10/31/08 600 15.47 9,282
10/31/08 500 15.49 7,745
10/31/08 450 15.5 6,975
CUSIP No. 362274102 SCHEDULE 13D Page 10 of 12
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Other than the Joint Filing Agreement filed as Exhibit 1, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2 hereof
and between such persons and any person with respect to any securities of the Group,
including but not limited to transfer or voting of any of the securities, finders' fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or losses, or the giving or withholding of proxies, except for
sharing of profits. Martin S. Friedman, as managing member of FJ Capital LLC, is entitled
to an allocation of a portion of profits.
See Items 1 and 2 above regarding disclosure of the relationships between members of
the Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit No. 1
Description
Joint Filing Agreement, dated November 5, 2008
CUSIP No. 362274102 SCHEDULE 13D Page 11 of 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Date:
November 5,
2008
FJ Capital, LLC
By:
Martin S. Friedman
Managing Member
/s/ Martin S. Friedman
Martin S. Friedman
/s/ Martin S. Friedman
CUSIP No. 362274102 SCHEDULE 13D Page 12 of 12
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing
Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each
of the undersigned.
Date:
November 5,
2008
FJ Capital, LLC
By:
Martin S. Friedman
Managing Member
/s/ Martin S. Friedman
Martin S. Friedman
/s/ Martin S. Friedman
|
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jun 2024 to Jul 2024
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jul 2023 to Jul 2024