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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Name of Issuer)
COMMON
STOCK, $.01 PAR VALUE PER SHARE
(Title of Class
Securities)
(CUSIP Number)
J.
Brennan Ryan, Esq.
Nelson Mullins Riley & Scarborough LLP
Atlantic Station
201 17
th
Street NW / Suite 1700
Atlanta, Georgia 30363
404-322-6218
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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, as amended (the Act) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
*The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
(the 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. 362274 10 2
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1.
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Names of Reporting Person
Donald C. Scott
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2.
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
66,169
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8.
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Shared Voting Power
700
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9.
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Sole Dispositive Power
66,169
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10.
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Shared Dispositive Power
700
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
66,869
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
5.2% based on 1,278,466 shares
outstanding as of November 14, 2008
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14.
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Type of Reporting Person
IN
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2
CUSIP No. 362274 10 2
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1.
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Names of Reporting Person
Riggs Qualified Partners, LLC
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2.
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
102,221
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
102,221
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
102,221
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
8.0% based on 1,278,466 shares outstanding as of November 14, 2008
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14.
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Type of Reporting Person
OO
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3
CUSIP No. 362274 10 2
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1.
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Names of Reporting Person
Philip J. Timyan
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2.
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
[PF]
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
5,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
5,000
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10.
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Shared Dispositive Power
17,850
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
22,850
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
1.8% based on 1,278,466 shares outstanding as of November 14, 2008
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14.
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Type of Reporting Person
IN
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4
CUSIP No. 362274 10 2
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1.
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Names of Reporting Person
FJ Capital Long/Short Equity Fund LLC
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2.
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
51,700
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
51,700
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
51,700
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
4.0% based on 1,278,466 shares
outstanding as of November 14, 2008
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14.
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Type of Reporting Person
PN
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5
CUSIP No. 362274 10 2
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1.
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Names of Reporting Person
Martin S. Friedman
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2.
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Check the Appropriate Box
if a Member of a Group
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
21,452
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
21,452
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
21,452
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class
Represented by Amount in Row (11)
1.7% based on 1,278,466 shares outstanding as of November 14, 2008
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14.
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Type of Reporting Person
IN
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6
EXPLANATORY NOTE
Each of the Reporting Persons (as defined below) to
which this Schedule 13D relates has previously filed Schedule 13Ds as follows:
FJ Capital Long/Short Equity Fund LLC (FJ Capital LLC)
and Martin S. Friedman, Schedule 13D, filed November 5, 2008;
Donald C. Scott, Schedule 13D, originally filed April 8,
2004, with the last amendment filed on November 3, 2008; and
Riggs Qualified Partners, LLC and Philip J. Timyan,
Schedule 13D, originally filed April 20, 2007, with the last amendment
filed on October 1, 2007.
The previously filed statements on Schedule 13D of the
Reporting Persons are hereby amended, as set forth below.
Item 1. Security and Issuer.
This
statement relates to the Common Stock, par value $0.01 per share (Common Stock)
of GS Financial Corp. (the Company).
The principal executive offices of the Company are located at 3798
Veterans Boulevard, Metairie, Louisiana 70002.
Item 2.
Identity and Background.
This Schedule 13D is being filed on behalf of each of
the following individuals and entities (collectively, the Reporting Persons).
Name of Reporting Person
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Citizenship
(individuals) or
Place of Organization (entities)
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Business
Address
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Donald C. Scott
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United States
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8601 Carriage Road
River Ridge, Louisiana 70123
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Riggs Qualified
Partners, LLC
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Delaware
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4324 Central Avenue
Western Springs, Illinois 60558
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Philip J. Timyan
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United States
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4324 Central Avenue
Western Springs, Illinois 60558
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FJ Capital LLC
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Delaware
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2107 Wilson Blvd.,
Suite 490
Arlington, Virginia 22201
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Martin S. Friedman
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United States
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2107 Wilson Blvd.,
Suite 490
Arlington, Virginia 22201
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Donald C. Scott Reporting Person
:
This Schedule 13D is filed on behalf of Donald C. Scott. Mr. Scott is currently not employed.
7
Riggs Qualified Partners, LLC Reporting Person
:
This Schedule 13D is filed on behalf of Riggs
Qualified Partners, LLC (RQP, LLC). The
principal business of RQP, LLC is investing for profit in securities and other
assets. The managing member of RQP, LLC
is Philip J. Timyan.
Philip J. Timyan Reporting Person
:
This Schedule 13D is filed on behalf of Philip J.
Timyan. The principal employment of Mr. Timyan
is as managing member of RQP, LLC. Mr. Timyan
invests, among other things, in bank stocks.
Mr. Timyan is making this filing with respect to shares he owns
individually and with respect to shares owned by RAM T, L.P., an entity controlled
by Mr. Timyan over which shares Mr. Timyan possesses dispositive
power.
FJ Capital LLC Reporting Person
:
This Schedule 13D is filed on behalf of FJ Capital
LLC. FJ Capital LLC is a private
investment partnership which engages in the purchase and sale of securities for
its own account. Martin S. Friedman is
the managing member of FJ Capital LLC.
Martin S. Friedman Reporting Person
:
This Schedule 13D is filed on behalf of Martin S.
Friedman. The principal employment of Mr. Friedman
is as managing member of FJ Capital LLC.
None of the Reporting Persons, during the last five
years, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the Reporting Persons, during the last five
years, have been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he 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 a
finding of any violation with respect to such laws.
Item 3. Source
and Amount of Funds or Other Consideration.
Donald C. Scott Reporting Person
:
The amount of funds expended by Mr. Scott to
acquire 66,169 shares of Common Stock is approximately $547,500. The purchases by Mr. Scott were made
from personal funds. Mr. Scotts
spouse owns 700 shares of Common Stock.
Riggs Qualified Partners, LLC Reporting Person
:
In acquiring 102,221 shares of Common Stock, RQP LLC
expended approximately $1,736,479 of its working capital.
Philip J. Timyan Reporting Person
:
In acquiring 17,850 shares of Common Stock held by RAM T, L.P., for which Mr. Timyan possesses dispositive power, RAM T, L.P. expended approximately $349,331 of its working capital.
The amount of funds expended by Mr. Timyan, as an individual, to
acquire 5,000 shares of Common Stock is approximately $96,250. The purchases by Mr. Timyan were made
from personal funds.
8
FJ Capital LLC Reporting Person
:
In acquiring 51,700 shares of Common Stock it holds in its name, FJ
Capital LLC expended $777,492.29. Such
funds were provided from FJ Capital LLCs 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.
All purchases of share of Common Stock using funds borrowed from
Fidelity Investment, if any, were made in margin transactions on Fidelity
Investments usual terms and conditions.
Martin S. Friedman Reporting Person
:
The amount of funds expended by Mr. Friedman to
acquire 21,452 shares of Common Stock is approximately $299,197.25. The purchases by Mr. Friedman were made
through Mr. Friedmans Individual Retirement Account.
Item 4. Purpose
of Transaction.
The Reporting Persons originally acquired the shares
of the Companys Common Stock subject to this Schedule 13D for investment
purposes and not with the purpose nor with the effect of changing or
influencing the control or management of the Company and without any agreement
with any third party to act together for the purpose of acquiring, holding,
voting or disposing of equity securities of the Company.
Over recent months, each Reporting Person, has
individually, reviewed the Companys financial performance, and each Reporting
Person is concerned that the Company has failed to maximize shareholder
value. As a result of Mr. Scotts, Mr. Timyans
and Mr. Friedmans common concerns regarding the decline in shareholder
value, they began to discuss the possibility of proposing alternate members to
the Companys Board.
On February 19, 2009, an oral agreement (the Agreement)
was reached between Mr. Scott, Mr. Timyan and Mr. Friedman (collectively,
the Group), to nominate three alternative members to the Companys Board of
Directors, thereby forming a group under the Securities Exchange Act of 1934,
as amended (the Exchange Act), which consists of the Reporting Persons. Pursuant to the rules promulgated under
the Exchange Act, the Group was deemed to have acquired beneficial ownership,
for purposes of Section 13(d) of the Exchange Act, of all equity
securities of the Company beneficially owned by each member of the Group. None of the members of the Group purchased
any additional shares of Common Stock in connection with the Agreement. The members of the Group held discussions
prior to February 19, 2009, regarding the Companys financial performance
and the potential of nominating three alternative members to the Board,
however, no agreement was reached among the parties as a result of such
discussions, and no group was formed under the Exchange Act, until February 19,
2009.
On February 19, 2009, pursuant to the Agreement,
the Group sent a letter to the Company proposing to nominate each of the Group
members, Mr. Scott, Mr. Timyan and Mr. Friedman, for election to
the Companys Board at the 2009 Annual Meeting of Shareholders (the Annual
Meeting). In connection with such
notice and in full compliance with the requirements of Article 6.F of the Companys Articles of
Incorporation, the Group provided the Company with certain information about
each nominee, including, but not limited to, certain personal information
(namely, age, business and residence address), information regarding their
principal occupation, place of employment and experience, their individual
share ownership of Common Stock and the absence of conflicts of interests with
the Company.
NEITHER THE AGREEMENT NOR THIS SCHEDULE 13D IS A
SOLICITATION. THE REPORTING PERSONS ARE
NOT HEREBY SOLICITING ANY SHAREHOLDER TO VOTE, WITHHOLD A VOTE, GRANT A PROXY
WITH REGARD TO, OR IN ANY OTHER WAY TAKE ACTION WITH REGARD TO THE ELECTION OF
DIRECTORS OR ANY OTHER MATTER TO BE VOTED UPON AT THE ANNUAL MEETING. The Reporting Persons do not intend to make
any public statements regarding these matters.
The Reporting Persons believe that all shareholders should make
independent decisions regarding the election of directors and any other matters
to be voted upon at the Annual Meeting.
9
Other than as set forth in this Item 4, the Reporting
Persons do not have any current plans, proposals or negotiations that relate to
or that would result in any of the matters referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Donald C. Scott Reporting
Person
:
(a) Mr. Scott beneficially owns
69,869 shares of Common Stock which represents approximately 5.2% of the
outstanding shares of Common Stock (based upon 1,278,466 shares issued and
outstanding as of November 14, 2008).
(b) Mr. Scott
has sole voting and dispositive power with respect to 69,169 shares of Common
Stock which includes 48,000 shares of Common Stock which are held in his
Individual Retirement Account. Mr. Scott has shared voting and dispositive
power with respect to 700 shares of Common Stock deemed beneficially owned by
his spouse.
(c) None.
(d) Not
Applicable.
(e) Not
Applicable.
Riggs Qualified Partners, LLC Reporting Person
:
(a) RQP LLC beneficially owns 102,221
shares of Common Stock which represents approximately 8.0% of the outstanding
shares of Common Stock (based upon 1,278,466 shares issued and outstanding as
of November 14, 2008).
(b) RQP
LLC has sole voting and dispositive power with respect to the 102,221 shares of
Common Stock it owns, which power is exercisable by Mr. Timyan as managing
member of RQP LLC.
(c) None.
(d) Not
Applicable.
(e) Not
Applicable.
Philip J. Timyan Reporting Person
:
(a) Mr. Timyan beneficially owns
5,000 shares of Common Stock which represents approximately 1.8% of the
outstanding shares of Common Stock (based upon 1,278,466 shares issued and
outstanding as of November 14, 2008).
In addition, as the managing member of RQP LLC, Mr. Timyan may be
deemed, pursuant to Rule 13d-3 promulgated under the Exchange Act, to be
the beneficial owner of 102,221 shares of Common Stock owned by RQP LLC. In addition, Mr. Timyan may be deemed to
beneficially own an additional 17,850 shares of Common Stock held by RAM T,
L.P. (RAM), for which Mr. Timyan has dispositive power. The foregoing shares of Common Stock, in the
aggregate, constitute approximately 9.8% of the outstanding shares of Common
Stock.
(b) Mr. Timyan
has sole voting and dispositive power with respect to the 5,000 shares of
Common Stock which he holds directly.
Mr. Timyan shares
the power to dispose of the shares of Common Stock held by RAM, with RAM and its
general partner, RTL Partners Ltd. Mr. Timyan
has no voting power over the shares of Common Stock held by RAM. RAM is a Cayman Islands company, the
principal business of which, to the knowledge of Mr. Timyan, is investing
for profit in securities and other assets.
The general Partner of RAM is RTL Partners Ltd., also a Cayman
10
Islands company, the principal business of which, to
the knowledge of Mr. Timyan, is serving as the general partner of
RAM. The principal business address of
RAM and RTL Partners Ltd. is c/o Caldonian Bank & Trust Limited,
Caledonian House, P.O. Box 1043GT, 69 Dr. Roys Drive, George Town,
Grand Cayman Islands, British West Indies.
RQP LLC has sole voting
and dispositive power with respect to the 102,221 shares of Common Stock it
owns, which power is exercisable by Mr. Timyan as managing member of RQP
LLC.
(c) None.
(d) RAM
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds of the sale of, the 17,850 shares held by RAM.
(e) Not
Applicable.
FJ Capital LLC Reporting Person
:
(a) FJ Capital LLC beneficially owns
51,700 shares of Common Stock which represents approximately 4.0 % of the
outstanding shares of Common Stock (based upon 1,278,466 shares issued and
outstanding as of November 14, 2008).
(b) FJ
Capital LLC has shared voting and dispositive power with respect to the 51,700
shares of Common Stock it owns.
(c) None.
(d) As
the managing member of FJ Capital LLC, Mr. Friedman has the power to
direct the affairs of FJ Capital LLC.
(e) Not
Applicable.
Martin S. Friedman Reporting Person
:
(a) Mr. Friedman beneficially owns
21,452 shares of Common Stock which represents approximately 1.7% of the
outstanding shares of Common Stock (based upon 1,278,466 shares issued and
outstanding as of November 14, 2008).
(b) Mr. Friedman
has sole voting and dispositive power with respect to the 21,452 shares of
Common Stock that he holds directly. Mr. Friedman
shares the power to vote and dispose of the 51,700 shares of Common Stock held
by FJ Capital LLC.
(c) Mr. Friedman
effected the following transactions in the Companys securities during the last
60 days.
Title of Security
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Transaction Date
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Number of Shares
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Price
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Total Cost
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Transaction Type
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Common Stock
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12/30/2008
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1000
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$
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12.00
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$
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12,007.90
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Purchase
|
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Common Stock
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12/30/2008
|
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1000
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$
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12.00
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$
|
11,658.00
|
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Purchase
|
|
|
|
|
|
|
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|
|
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Common Stock
|
|
12/30/2008
|
|
1000
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$
|
11.65
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$
|
11,658.00
|
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Purchase
|
|
|
|
|
|
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|
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Common Stock
|
|
12/30/2008
|
|
500
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$
|
11.65
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$
|
5,960.00
|
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Purchase
|
|
|
|
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Common Stock
|
|
12/30/2008
|
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300
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$
|
11.92
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$
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3,587.00
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Purchase
|
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11
Common Stock
|
|
12/30/2008
|
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200
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$
|
11.93
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$
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2,382.00
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Purchase
|
|
|
|
|
|
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|
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Common Stock
|
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12/30/2008
|
|
100
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$
|
11.91
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$
|
1,207.99
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|
Purchase
|
|
|
|
|
|
|
|
|
|
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Common Stock
|
|
1/15/2009
|
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2
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$
|
11.05
|
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$
|
30.10
|
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Purchase
|
|
|
|
|
|
|
|
|
|
|
|
|
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Common Stock
|
|
1/21/2009
|
|
2500
|
|
$
|
10.53
|
|
$
|
26,333.00
|
|
Purchase
|
|
|
|
|
|
|
|
|
|
|
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Common Stock
|
|
1/21/2009
|
|
100
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$
|
10.56
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$
|
1,064.00
|
|
Purchase
|
|
(d) Not
Applicable.
(e) Not
Applicable.
Item
6. Contracts, Arrangements,
Understandings or Relationship with Respect to the Securities of the Issuer.
The Reporting Persons do not have any written
agreement with respect to the voting of their shares. As disclosed under Item 4, the Reporting
Persons have formed a group for the purpose of nominating 3 alternative members
to the Companys Board, and each Reporting Person intends to vote their
respective shares to elect the 3 alternate board members.
Item 7.
Material to be Filed as Exhibits.
Exhibit 1
Letter to the Company dated February 19, 2009,
declaring
Mr. Scotts,
Mr. Timyans and Mr. Friedmans intention to propose themselves as
alternative directors for election at the 2009 Annual Meeting.
Exhibit 2
Joint Filing Agreement
dated February 19, 2009, signed by each of the Reporting Persons in order
to confirm that this Schedule 13D is being filed on behalf of each of the
Reporting Persons.
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.
Dated:
|
February 19, 2009
|
|
By:
|
/s/ Donald C. Scott
|
|
|
|
|
Donald C. Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
Riggs Qualified Partners, LLC
|
|
|
|
|
|
|
|
|
Dated:
|
February 19, 2009
|
|
By:
|
/s/ Philip J. Timyan
|
|
|
|
Name: Philip
J. Timyan
|
|
|
|
Its: Managing
Member
|
|
|
|
|
|
|
|
|
Dated:
|
February 19, 2009
|
|
By:
|
/s/ Philip J. Timyan
|
|
|
|
Philip J. Timyan
|
|
|
|
|
|
|
|
|
|
|
|
FJ Capital Long Short Equity Fund LLC
|
|
|
|
|
|
|
|
|
|
Dated:
|
February 19, 2009
|
|
By:
|
/s/ Martin S. Friedman
|
|
|
|
Name: Martin
S. Friedman
|
|
|
|
Its: Managing
Member
|
|
|
|
|
|
|
|
|
Dated:
|
February 19, 2009
|
|
By:
|
/s/ Martin S. Friedman
|
|
|
|
|
Martin S. Friedman
|
13
Exhibit 1
February 19, 2009
GS Financial Corp.
Attention: Lettie R. Moll,
Corporate Secretary
3798 Veterans Boulevard
Metairie, Louisiana 70002
Dear Members of the Board and Secretary:
We are writing you today to propose three alternative nominees for
election as directors to GS Financial Corp.s (the
Companys
)
Board of Directors (the
Board
) and
to demand inclusion of the nominees in the Companys 2009 Notice of Annual
Meeting of Stockholders and Proxy Statement.
We do not take this action lightly.
We believe that the Board has failed the shareholders in several
respects. In 2005, the Board initiated a
new business strategy to mirror that of other area banks. Since early 2007, the value of the Companys
common stock has declined and, in 2008, the Companys balance sheet equity
decreased. Despite the Companys subpar
performance and a decline in shareholder value and equity, the Board has
continued to increase its compensation expense and, in 2008, declared dividends
that exceeded Company net income, both of which we view as dangerous
trends. We believe that the Board should
be held accountable for the Companys performance and should begin to implement
a more effective strategy to maximize shareholder value.
Accordingly, pursuant to Article 6.F of
the Companys Articles of Incorporation (the
Articles
),
we hereby nominate ourselves, Martin S. Freidman, Donald C. Scott and Philip J.
Timyan, for election to the board of directors at the Companys 2009 Annual
Meeting of Shareholders. We believe that
if elected as directors, we can help the Company reverse its current troubling
trends and build future shareholder equity.
Annex A
hereto sets forth the information
regarding each of us as nominees, and as nominating shareholders, which is
required to be included in this notice pursuant to Article 6.F of the
Articles. We have also attached as
Annex
B
our consent to nomination and agreement to serve if elected. Finally,
Annex C
sets forth completed
Questionnaires providing any additional information required pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended.
None of us is a party to any proceeding involving the Company, nor do
we have any affiliation with or material interest in any person or entity
having an interest materially adverse to the Company. Together, we are the beneficial owners of
approximately 264,092 shares, or 20.7%, of the Companys common stock as of February 19,
2009. Accordingly, we hereby represent
that we are the holders of record of shares of the Companys common stock
entitled to vote at the 2009 Annual Meeting of Shareholders.
If any further information is required concerning any of us as
nominees, please do not hesitate to contact us.
|
Sincerely,
|
|
|
|
|
/s/ Martin S. Friedman
|
/s/ Donald C. Scott
|
/s/ Philip J. Timyan
|
Martin S. Friedman
|
Donald C. Scott
|
Philip J. Timyan
|
ANNEX A-1
Martin S. Friedman, Age 40
Business Address
2107 Wilson Blvd.
Arlington, Virginia 22201
Principal Occupations During the Past Five Years and Business Experience
From 1989 to February 2007, Mr. Friedman
served as a Senior Financial Analysts and Director of Research for Friedman,
Billings, Ramsey. From February 2007 to
December 2008, he served as Chief Executive Officer of Cheetah Asset
Management, a start-up financial company.
He currently serves as Chief Executive Officer and Managing Member of FJ
Capital Management and is the head portfolio manager of the hedge fund, which
focuses on small cap financial companies.
Compensation
During the fiscal year 2008, Mr. Friedman received no compensation
from GS Financial Corp. or any of its affiliates.
Common Stock Ownership
The following table sets forth the common shares beneficially owned by Mr. Friedman.
Method
of Ownership
|
|
Sole or Shared Voting or
Investment Power
|
|
Number of Shares
|
|
FJ Capital Management
|
|
Sole
|
|
51,700
|
|
Martin S. Friedman IRA
|
|
Sole
|
|
21,452
|
|
|
|
|
|
Total: 73,152
|
|
As of February 19, 2009, Mr. Friedman beneficially owns
approximately 5.7% of the Companys common stock based on 1,278,466 shares outstanding
at November 14, 2008.
ANNEX A-2
Donald C. Scott, Age 57
Business Address
8601 Carriage Rd.
River Ridge, Louisiana 70123
Principal Occupations During the Past Five Years and Business
Experience
Mr. Scott served as Chairman of the Board of the Company and Guaranty
Savings Bank from February 1997 and March 1985, respectively, until April
2005. Mr. Scott retired as President and
Chief Executive Officer of both the Company and Guaranty Savings Bank in January
2005, and served as a consultant to the Company until December 31, 2007. He is currently an independent consultant.
Compensation
During the fiscal year 2008, Mr. Scott received no compensation
from the Company or any of its affiliates.
Common Stock Ownership
The following table sets forth the common shares beneficially owned by Mr. Scott.
Method
of Ownership
|
|
Sole or Shared Voting or
Investment Power
|
|
Number of Shares
|
|
Donald C. Scott
|
|
Sole
|
|
66,169 (48,315 IRA)
|
|
Gwen Scott
|
|
Sole
|
|
700
|
|
|
|
|
|
Total: 66,869
|
|
As of February 19, 2009, Mr. Scott beneficially owns
approximately 5.2% of the Companys common stock based on 1,278,466 shares
outstanding at November 14, 2008.
Family Relationships
Mr. Scotts brother, Bruce Scott, is an officer and director of
the Company.
Prior Director Positions with the Company
Mr. Scott previously served as a director on both the Companys
and Guaranty Savings Banks board of directors, until he resigned effective January 7,
2008.
ANNEX A-3
Philip J. Timyan, Age 51
Business Address
4324 Central Ave.
Western Springs, Illinois 60558
Principal Occupations During the Past Five Years and Business
Experience
Mr. Timyan is the Managing Member of Riggs Qualified Partners, LLC
and is responsible for the entire management of the hedge fund. As Managing Member of Riggs Qualified
Partners, LLC, Mr. Timyan provides thorough analysis of valuation, trading
strategies, and reviews the business prospects of hundreds of companies.
Compensation
During the fiscal year 2008, Mr. Timyan received no compensation
from the Company or any of its affiliates.
Common Stock Ownership
The following table sets forth the common shares beneficially owned by Mr. Timyan.
Method
of Ownership
|
|
Sole or Shared Voting or
Investment Power
|
|
Number of Shares
|
|
Riggs Qualified Partners, LLC
|
|
Sole
|
|
102,221
|
|
RAM T, L.P.
|
|
Shared
|
|
17,850
|
|
Philip J. Timyan IRA
|
|
Sole
|
|
5,000
|
|
|
|
|
|
Total: 124,071
|
|
As of February 19, 2009, Mr. Timyan beneficially owns
approximately 9.7% of the Companys common stock based on 1,278,466 shares
outstanding at November 14, 2008.
ANNEX B-1
Martin S. Friedman
Consent to Nomination to Board of Directors
of GS Financial Corp. and
to Serve as a Director if so Elected
I hereby consent to act as a nominee for election to the Board of
Directors of GS Financial Corp. and to serve as a Director of GS Financial
Corp. if so elected.
Date: February 19, 2009
|
|
By:
|
/s/ Martin S. Friedman
|
|
|
|
Martin S. Friedman
|
ANNEX B-2
Donald C. Scott
Consent to Nomination to Board of Directors
of GS Financial Corp. and
to Serve as a Director if so Elected
I hereby consent to act as a nominee for election to the Board of
Directors of GS Financial Corp. and to serve as a Director of GS Financial
Corp. if so elected.
Date: February 19, 2009
|
|
By:
|
/s/ Donald C. Scott
|
|
|
|
Donald C. Scott
|
ANNEX B-3
Philip J. Timyan
Consent to Nomination to Board of Directors
of GS Financial Corp. and
to Serve as a Director if so Elected
I hereby consent to act as a nominee for election to the Board of
Directors of GS Financial Corp. and to serve as a Director of GS Financial
Corp. if so elected.
Date: February 19, 2009
|
|
By:
|
/s/ Philip J. Timyan
|
|
|
|
Philip J. Timyan
|
ANNEX C
See attached Questionnaires of Martin S. Freidman, Donald C. Scott and
Philip J. Timyan.
Exhibit 2
Joint Filing Agreement
The
undersigned acknowledge and agree that the foregoing Schedule 13D is filed on
behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent he or it knows or has
reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed
in any number of counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
Date:
February 19, 2009
|
|
|
|
|
|
|
By:
|
/s/
Donald
C. Scott
|
|
|
Donald
C. Scott
|
|
|
|
|
|
|
|
Riggs,
Qualified Partners, LLC
|
|
|
|
|
|
|
By:
|
/s/
Philip
J. Timyan
|
|
Name:
Philip J. Timyan
|
|
Its:
Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/
Philip
J. Timyan
|
|
|
Philip
J. Timyan
|
|
|
|
|
|
|
|
FJ
Capital Long Short Equity Fund LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Martin S. Friedman
|
|
Name:
Martin S. Friedman
|
|
Its:
Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/
Martin S. Friedman
|
|
|
Martin
S. Friedman
|
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