SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
GS FINANCIAL CORP.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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362274 10 2
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(CUSIP Number)
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Page 1 of 5 Pages
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CUSIP NO. 362274 10 2 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Financial Corp. Employee Stock Ownership Plan
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2. CHECK THE APPROPTIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
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5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
220,847
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
53,367
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
220,847
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
53,367
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,214
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUES CERTAIN
SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
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12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 362274 10 2 Page 3 of 5 Pages
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Item 1(a) Name of Issuer:
GS Financial Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
3798 Veterans Memorial Boulevard
Metairie, LA 70002
Item 2(a) Name of Person Filing:
GS Financial Corp. Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office or, if None, Residence
GS Financial Corp.
3798 Veterans Memorial Boulevard
Metairie, LA 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 if filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974.
Item 4. Ownership.
(a) Amount beneficially owned:
274,214
(b) Percent of class: 9.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 220,847
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(ii) Shared power to vote or to direct the vote 53,367
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CUSIP NO. 362274 10 2 Page 4 of 5 Pages
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(iii) Sole power to dispose or to direct the
disposition of 220,847
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(iv) Shared power to dispose or to direct the
disposition of 53,367
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The GS Financial Corp. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the GS Financial Corp. Employee Stock
Ownership Plan ("ESOP"). Under the terms of the ESOP, the Trustees
will generally vote the allocated shares held in the ESOP in
accordance with the instructions of the participating employees.
Unallocated shared held in the ESOP will generally be voted by the
ESOP Trustees in the same proportion for and against proposals to
stockholders as the ESOP participants and beneficiaries actually
vote shares of Common Stock allocated to their individual accounts,
subject in each case to the fiduciary duties of the ESOP trustees
and applicable law. Any allocated shares which either abstain on
the proposal or are not voted will be disregarded in determining the
percentage of stock voted for and against each proposal by the
participants and beneficiaries. As of December 31, 1998, 53,367
shares had been allocated to participants' accounts and 220,847
shares were unallocated.
Item 5. Ownership of Five Percent or Loss of a Class
Not applicable since the reporting entity owns more than 5% of the
class.
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. The ESOP does not own more than 5% on behalf of another
person.
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.
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CUSIP NO. 362274 10 2 Page 5 of 5 Pages
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Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such 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.
GS FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
February 10, 1999 By: /s/ Bruce A. Scott
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Bruce A. Scott, Trustee
February 10, 1999 By: /s/ Lettie R. Moll
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Lettie R. Moll, Trustee
February 10, 1999 By: /s/ Ralph E. Weber
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Ralph E. Weber, Trustee
