GS Financial Corp. and Shareholder Group Enter into Agreement
April 06 2009 - 8:26AM
Business Wire
GS Financial Corp. (Nasdaq: GSLA) (the "Company") and its wholly
owned subsidiary, Guaranty Savings Bank (the "Bank") have entered
into a Shareholder Agreement (the "Agreement") with Philip J.
Timyan, Riggs Qualified Partners, LLC, FJ Capital Long/Short Equity
Fund LLC and Martin S. Friedman (collectively, the "Shareholders"
and individually, a "Shareholder").
Under the terms of the Agreement, the Shareholders have, among
other things, withdrawn their nominations of three directors to the
Board of Directors of the Company (the "Board") and agreed to amend
their Schedule 13D previously filed with the Securities and
Exchange Commission. In accordance with the terms of the Agreement,
the Company and the Bank, among other things, have appointed Mr.
Martin Friedman to serve as a director of the Company, and the
Company has agreed to elect him as a director of the Bank, in each
case for a two-year term expiring in 2011. Mr. Friedman also has
been appointed to the Company's Audit Committee and Compensation
Committee. The Agreement also provides, among other things, that
the Shareholders will not propose or seek to effect a merger or
sale of the Company, propose or support any nominee for election as
a director to the Company's Board other than those recommended by
the Board, initiate litigation against the Company, solicit proxies
in opposition to any recommendations or proposals of the Company�s
Board of Directors or seek to exercise any control or influence
over the Company�s management, other than Mr. Friedman in his
capacity as a director. The Shareholders also have agreed not to
make any statements that reflect negatively on the Company or the
Bank.
GS Financial Corp. is the holding company for Guaranty Savings
Bank, a federally chartered savings bank. The Bank conducts
business from its headquarters and main office in Metairie,
Louisiana, as well as four additional full-service branch offices
and one loan production office. At December 31, 2008, the Company
had total assets of $221.9 million, total liabilities of $194.3
million and stockholders' equity of $27.6 million.
Statements contained in this news release which are not
historical facts may be forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often
include words like �believe,� �expect,� �anticipate,� �estimate�
and �intend� or future or conditional verbs such as �will,�
�would,� �should,� �could� or �may.� Forward-looking statements, by
their nature, are subject to risks and uncertainties. A number of
factors, many of which are beyond the Company's control, could
cause actual conditions, events or results to differ significantly
from those described in the forward-looking statements. The
Company's reports filed from time-to-time with the Securities and
Exchange Commission describe some of these factors, including
general economic conditions, the continuing effects of Hurricane
Katrina on the greater New Orleans area, changes in interest rates,
risks of lending activities, interest rate risks, changes in
competition, fiscal and monetary policies and legislation and
regulatory changes. Investors are encouraged to access the
Company's periodic reports filed with the Securities and Exchange
Commission for financial and business information regarding the
Company at www.gsfinancialcorp.com under the Investor Relations
menu. We undertake no obligation to update any forward-looking
statements.
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