-----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, VJHTsCDzlmvEExb2Uuf3bHM7YJFkdTn63QPS3/ZQLuAv3euC03MMqkp0seNTFBbm LTJl864GWqj3f8dUEsjUnA== 0001065407-06-000168.txt : 20060215 0001065407-06-000168.hdr.sgml : 20060215 20060214173226 ACCESSION NUMBER: 0001065407-06-000168 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GS FINANCIAL CORP CENTRAL INDEX KEY: 0001029630 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 721341014 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52711 FILM NUMBER: 06617720 BUSINESS ADDRESS: STREET 1: 3798 VETERANS MEMORIAL BLVD STREET 2: SECOND FLOOR CITY: METAIRIE STATE: LA ZIP: 70002 BUSINESS PHONE: 5044576220 MAIL ADDRESS: STREET 1: 3798 VETERANS MEMORIAL BLVD STREET 2: SECOND FLOOR CITY: METAIRIE STATE: LA ZIP: 70002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GS FINANCIAL CORP ESOP CENTRAL INDEX KEY: 0001054801 IRS NUMBER: 721356485 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3798 VETERANS MEMORIAL BLVD CITY: METARIE STATE: LA ZIP: 70002 BUSINESS PHONE: 5044576220 MAIL ADDRESS: STREET 1: 3798 VETERANS MEMORIAL BLVD CITY: METARIE STATE: LA ZIP: 70002 SC 13G/A 1 sc13ga.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 10)(1) GS FINANCIAL CORP. ______________________________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________________________________________________ (Title of Class of Securities) 362274 10 2 ______________________________________________________________________________ (CUSIP Number) December 31, 2005 ______________________________________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) ___________________ (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). Page 1 of 6 Pages CUSIP NO. 362274 10 2 13G/A Page 2 of 6 Pages ______________________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS Financial Corp. Employee Stock Ownership Plan Trust ______________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Louisiana ______________________________________________________________________________ 5. SOLE VOTING POWER 23,922 ________________________________________________________________ NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 176,255 OWNED BY ________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 23,922 ________________________________________________________________ 8. SHARED DISPOSITIVE POWER 176,255 ______________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,177 ______________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.6% ______________________________________________________________________________ 12. TYPE OF REPORTING PERSON EP ______________________________________________________________________________ CUSIP NO. 362274 10 2 13G/A Page 3 of 6 Pages Item 1(a). Name of Issuer: GS Financial Corp. Item 1(b). Address of Issuer's Principal Executive Offices: 3798 Veterans Memorial Boulevard Metairie, Louisiana 70002 Item 2(a). Name of Person Filing: GS Financial Corp. Employee Stock Ownership Plan Trust Item 2(b). Address of Principal Business Office or, if None, Residence: GS Financial Corp. 3798 Veterans Memorial Boulevard Metairie, Louisiana 70002 Item 2(c). Citizenship: Louisiana Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 362274 10 2 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is: (f) [X] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). CUSIP NO. 362274 10 2 13G/A Page 4 of 6 Pages Item 4. Ownership. (a) Amount beneficially owned: 200,177 (b) Percent of class: 15.6% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 23,922 --------- (ii) Shared power to vote or to direct the vote 176,255 ---------- (iii) Sole power to dispose or to direct the disposition of 23,922 -------- (iv) Shared power to dispose or to direct the disposition of 176,255 ------- The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, with individual accounts for the benefit of participating employees and their beneficiaries. The reporting person's assets are held in trust by trustees, Ralph E. Weber, Lettie R. Moll and Bruce A. Scott ("Plan Trustees"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trustees, as of December 31, 2005. As of December 31, 2005, 176,255 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries and 23,922 shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustees, who have shared voting power over the allocated Common Stock. Any unallocated Common Stock is generally required to be voted by the Plan Trustees in the same proportion as Common Stock which has been allocated to Participants under the ESOP provisions of the plan is directed to be voted, subject in each case to the fiduciary duties of the Plan Trustees and applicable law. Item 5. Ownership of Five Percent or Less of a Class. Not applicable since the reporting entity owns more than 5% of the class. CUSIP NO. 362274 10 2 13G/A Page 5 of 6 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. Participants in the ESOP are entitled to receive dividends on, and the proceeds from, the sale of the shares allocated to their accounts. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable since the reporting entity is not a member of a group. Item 9. Notice of Dissolution of Group. Not applicable since the reporting entity is not a member of a group. CUSIP NO. 362274 10 2 13G/A Page 6 of 6 Pages Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This report is not an admission that the Plan Trustees are the beneficial owners of any securities covered by this report, and the Plan Trustees expressly disclaim beneficial ownership of all shares reported herein pursuant to Rule 13d-4. GS FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN TRUST February 14, 2006 By: /s/ Ralph E. Weber --------------------------- Ralph E. Weber, Trustee February 14, 2006 By: /s/ Lettie R. Moll --------------------------- Lettie R. Moll, Trustee February 14, 2006 By: /s/ Bruce A. Scott --------------------------- Bruce A. Scott, Trustee -----END PRIVACY-ENHANCED MESSAGE-----