<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GS FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
-----------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------
(3) Filing Party:
-----------------------------------------------------
(4) Date Filed:
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<PAGE>
[GS FINANCIAL CORP. Letterhead]
March 24, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of GS Financial Corp. The meeting will be held at 3798 Veterans Memorial
Boulevard, Metairie, Louisiana on Tuesday, April 25, 2000 at 10:00 a.m., Central
Time. The matters to be considered by stockholders at the Annual Meeting are
described in the accompanying materials.
It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the meeting
in person. We urge you to mark, sign, and date your proxy card today and return
it in the envelope provided, even if you plan to attend the Annual Meeting. This
will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend.
On behalf of the Board of Directors and all of the employees of GS
Financial Corp., I thank you for your continued interest and support.
Sincerely,
/s/ Donald C. Scott
-------------------------------------
Donald C. Scott
President and Chief Executive Officer
<PAGE>
GS FINANCIAL CORP.
3798 VETERANS MEMORIAL BOULEVARD
METAIRIE, LOUISIANA 70002
(504) 457-6220
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 2000
------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of GS Financial Corp. (the "Company") will be held at the main office
of the Company located at 3798 Veterans Memorial Boulevard, Metairie, Louisiana
on Tuesday, April 25, 2000 at 10:00 a.m., Central Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect three directors for a three-year term expiring in
2003, and until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of
LaPorte, Sehrt, Romig & Hand as the Company's independent
auditors for the fiscal year ending December 31, 2000; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
The Board of Directors has fixed March 14, 2000 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lettie R. Moll
-------------------------------------
Lettie R. Moll
Vice President and Secretary
Metairie, Louisiana
March 24, 2000
- -------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- -------------------------------------------------------------------------------
<PAGE>
GS FINANCIAL CORP.
------------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2000
This Proxy Statement is furnished to holders of common stock, $0.01 par
value per share ("Common Stock"), of GS Financial Corp. (the "Company"), the
parent holding company of Guaranty Savings and Homestead Association (the
"Association"). Proxies are being solicited on behalf of the Board of Directors
of the Company to be used at the Annual Meeting of Stockholders ("Annual
Meeting") to be held at the main office of the Company located at 3798 Veterans
Memorial Boulevard, Metairie, Louisiana on Tuesday, April 25, 2000 at 10:00
a.m., Central Time, and at any adjournment thereof for the purposes set forth in
the Notice of Annual Meeting of Stockholders. This Proxy Statement is first
being mailed to stockholders on or about March 24, 2000.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted FOR the matters described below and upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(Lettie R. Moll, Corporate Secretary, GS Financial Corp., 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002); (ii) submitting a duly-executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on March 14, 2000
("Voting Record Date") are entitled to notice of and to vote at the Annual
Meeting and at any adjournment thereof. On the Voting Record Date, there were
2,648,446 shares of Common Stock outstanding and entitled to be voted at the
Annual Meeting and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the meeting. Directors are elected
by a plurality of the votes cast with a quorum present. The three persons who
receive the greatest number of votes of the holders of Common Stock represented
in person or by proxy at the Annual Meeting will be elected directors of the
Company. The affirmative vote of a majority of the total votes present in person
and by proxy is required to ratify the appointment of the independent auditors.
Abstentions are considered in determining the presence of a quorum and will not
affect the plurality vote required for the election of directors. Because of the
vote required to ratify the appointment of independent auditors, however,
abstentions will have the effect of a vote against that proposal. Under rules of
the New York Stock Exchange, the proposals for consideration at the Annual
Meeting are considered "discretionary" items upon which brokerage firms may vote
in their discretion on behalf of their clients if such clients have not
furnished voting instructions. Thus, there are no proposals to be considered at
the Annual Meeting which are considered "non-discretionary" and for which there
will be "broker non-votes."
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes as nearly equal in number as the
then total number of directors constituting the Board of Directors permits. The
directors shall be elected by the stockholders of the Company for staggered
terms, or until their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to
elect one class of directors, consisting of three directors, for a three-year
term expiring in 2003, and until their successors are elected and qualified.
No director is related to any other director or executive officer by
first cousin or closer, except that Donald C. Scott and Bruce A. Scott are
brothers and Bruce A. Scott and Stephen L. Cory are brothers-in-law. Each
nominee currently serves as a director of the Company and of the Association.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director of the Company during the last five years, including tenure as a
director. All of the below-listed directors also serve as directors of the
Association.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2003
Principal Occupation During Director
Name Age (1) the Past Five Years Since (2)
- ------------------------ ---------- ----------------------------------------------------- -----------
<S> <C> <C>
Stephen L. Cory 50 Mr. Cory is an insurance agent and President of Cory, 1995
Tucker & Larrowe, Inc. in Metairie, Louisiana.
J. Scott Key 47 Mr. Key is the President and Chief Operating Officer 1991
of Kencoil, Inc. (previously D&S Industries), an
electric motor coil manufacturer and its subsidiary
Scott Armature, a provider of sales and services of
electrical apparatus, in Belle Chasse, Louisiana.
Albert J. Zahn, Jr. 48 Mr. Zahn is a certified public accountant and partner 1992
in the firm of Zahn and Kenney in Metairie, Louisiana.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
(FOOTNOTES ON THE FOLLOWING PAGE)
- 2 -
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS ARE CONTINUING
DIRECTORS WITH A TERM EXPIRING IN 2001
Principal Occupation During Director
Name Age (1) the Past Five Years Since (2)
- -------------------------- ---------- ----------------------------------------------------- ---------------
<S> <C> <C>
Victor Kirschman 76 Mr. Kirschman is the Chairman of M. Kirschman & 1977
Co., Inc., a retail furniture business with its main
office in New Orleans, Louisiana.
Mannie D. Paine, Jr. 83 Dr. Paine is a retired physician. Dr. Paine has 1976
provided consulting services to various companies.
He is a former medical director for Blue Cross of
Louisiana, Medicaid and Pan American Insurance
Company.
Donald C. Scott 48 Mr. Scott has served as President and Chief Executive 1982
Officer of the company since February 1997 and
President of the Association since March 1985; prior
thereto, he served in various management and other
positions at the Association.
DIRECTORS WITH A TERM EXPIRING IN 2002
Principal Occupation During Director
Name Age (1) the Past Five Years Since (2)
- -------------------------- ---------- ----------------------------------------------------- ---------------
Kenneth B. Caldcleugh 50 Mr. Cladcleugh is the President and Owner of The 1996
Cellars of River Ridge, a fine wine and spirit retail
outlet in Louisiana. Prior thereto, Mr. Cladcleugh was
the Vice President and Regional Manager of Glazer
Companies of Louisiana (formerly Glazer Wholesale
Spirit & Wine Distributors), from 1973 to 1996.
Bradford A. Glazer 44 Mr. Glazer is President of Glazer Enterprises, Inc., 1991
Cincinnati, Ohio, an independent freight agency for
Landstar Ligon. Formerly, Mr. Glazer was Senior Vice
President of Espy & Straus, Inc., Cincinnati, Ohio.
Prior thereto, Mr. Glazer was the Chairman of Glazer
Steel Corporation, in New Orleans, Louisiana (and
Knoxville, Tennessee).
Bruce A. Scott 47 Mr. Scott is an attorney and has served as Executive 1982
Vice President of the Company since February 1997
and Executive Vice President of the Association since
1985. Mr. Scott also serves as legal counsel and
Personnel Manager of the Association, and performs
certain legal services for the Association and its
borrowers in connection with real estate loan closings
and receives fees from the borrowers in connection
therewith.
</TABLE>
- ---------------------
(1) As of March 14, 2000.
(2) Includes service as a director of the Association.
- 3 -
<PAGE>
SHAREHOLDER NOMINATIONS
Article 6, Section F ("Article 6.F.") of the Company's Articles of
Incorporation ("Articles") governs nominations of candidates for election as
director at any annual meeting of stockholders and provides that such
nominations, other than those made by the Board, may be made by any stockholder
entitled to vote at such annual meeting provided such nomination is made in
accordance with the procedures set forth in Article 6.F., which is summarized
below.
Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of Company Stock
which are Beneficially Owned (as defined in Article 9.A(e) of the Articles) by
such person on the date of such stockholder notice, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including, but not limited to, information required to be
disclosed by Items 4, 5, 6 and 7 of Schedule 14A (or any successors of such
items or schedules); and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Company's books, of such stockholder and
any other stockholders known by such stockholder to be supporting such nominees,
and (ii) the class and number of shares of Company Stock which are Beneficially
Owned by such stockholder on the date of such stockholder notice and, to the
extent known, by any other stockholders known by such stockholder to be
supporting such nominees on the date of such stockholder notice.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of Article 6.F. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a stockholder's notice does not satisfy the informational
requirements of Article 6.F. in any material respect, the Secretary of the
Company shall promptly notify such stockholder of the deficiency in the notice.
The stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five days from the date such deficiency notice is given to the
stockholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee reasonably determines that the additional
information provided by the stockholder, together with information previously
provided, does not satisfy the requirements of Article 6.F. in any material
respect, then the Board of Directors may reject such stockholder's nomination.
The Secretary of the Company shall notify a stockholder in writing whether his
nomination has been made in accordance with the time and informational
requirements of Article 6.F. Notwithstanding the foregoing procedures, if
neither the Board of Directors nor such committee makes a determination as to
the validity of any nominations by a stockholder, the presiding officer of the
annual meeting shall determine and declare at the annual meeting whether the
nomination was made in accordance with the terms of Article 6.F. If the
presiding officer determines that a nomination was made in accordance with the
terms of Article 6.F., he shall so declare at the annual meeting and ballots
shall be provided for use at the meeting with respect to such nominee. If the
presiding officer determines that a nomination was not made in accordance with
the terms of Article 6.F., he shall so declare at the annual meeting and the
defective nomination shall be disregarded.
COMMITTEES AND MEETINGS OF THE BOARD OF THE ASSOCIATION AND COMPANY; DIRECTOR
NOMINATIONS
The Board of Directors of the Company has established audit and
compensation committees of the Board. Nominations for director of the Company
are made by the full Board of Directors. During the fiscal year ended December
31, 1999, the Board of Directors of the Company met twelve times. No director of
the Company attended
- 4 -
<PAGE>
fewer than 75% of the total number of Board meetings or committee meetings on
which he served that were held during this period except for Mr. Kirschman who
attended five of the twelve Board meetings.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consists of Messrs. Caldcleugh, Cory, Key and Dr. Paine. The Compensation
Committee reviews the compensation of the Company's executive officers. The
Compensation Committee met twice during 1999. The report of the Compensation
Committee with respect to compensation for the Chief Executive Officer and all
other executive officers for fiscal 1999 is set forth under "Executive
Compensation - Report of the Compensation Committee." No member of the
Compensation Committee is a current or former officer or employee of the Company
or the Association.
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Key and Zahn and Dr. Paine. The Audit Committee reviews the Association's
accounting functions and is responsible for reviewing the performance and
overseeing the engagement of the Association's independent certified public
accountants. No member of the Audit Committee is a current or former officer or
employee of the Company or the Association. The Audit Committee met once during
fiscal 1999.
The Association has established committees which include members of the
Board and senior management and which meet as required. These committees include
Executive, Compensation, Real Estate Loan and Audit Committees.
EXECUTIVE COMMITTEE. The Executive Committee of the Association
consists of Messrs. Donald Scott, Key, Kirschman and Zahn. The Executive
Committee is authorized to act, in most instances, with the same authority as
the Board of Directors of the Association between meetings of the full Board.
The Executive Committee did not meet during 1999.
COMPENSATION COMMITTEE. The Compensation Committee of the Association
consists of Messrs. Caldcleugh, Cory, Key and Dr. Paine. The Compensation
Committee reviews the compensation of the executive officers of the Association.
No member of the Compensation Committee is a current or former officer or
employee of the Company or the Association. The Compensation Committee met twice
during 1999.
AUDIT COMMITTEE. The Audit Committee of the Association consists of
Messrs. Key and Zahn and Dr. Paine. The Audit Committee reviews the
Association's accounting functions and is responsible for reviewing the
performance and overseeing the engagement of the Association's independent
certified public accountants. No member of the Audit Committee is a current or
former officer or employee of the Company or the Association. The Audit
Committee met once during fiscal 1999.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal
occupations during the last five years for the two executive officers of the
Company and the Association who do not serve as directors.
<TABLE>
<CAPTION>
Name Age(1) Principal Occupation During the Past Five Years
- ---------------------- ---------- ---------------------------------------------------------------------------
<S> <C> <C>
Lettie R. Moll 46 Ms. Moll has served as Vice President and Secretary of the Company since
1997 and Vice President and Secretary of the Association since March 1987
and March 1982, respectively.
Ralph E. Weber 55 Mr. Weber has primary responsibility for the Association's data processing
requirements and has served as Vice President of the Company and the
Association since February 1997 and March 1987, respectively.
</TABLE>
- ------------------
(1) As of March 14, 2000.
- 5 -
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Exchange Act, who or which was known to the Company to be the beneficial owner
of more than 5% of the issued and outstanding Common Stock, (ii) the directors
of the Company, (iii) certain executive officers of the Company, and (iv) all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned as of
March 14, 2000(1)
------------------------------------------------------
Name of Beneficial Owner Amount Percentage (10)
- ------------------------------------------------- ----------------------------- -----------------------
<S> <C> <C>
GS Financial Corp. 273,115(2) 10.3%
Employee Stock Ownership Plan
and Trust
3798 Veterans Memorial Boulevard
Metairie, Louisiana 70002
Directors:
Kenneth B. Caldcleugh 7,261(3) *
Stephen L. Cory 19,072(3) *
Bradford A. Glazer 22,275(3)(5) *
J. Scott Key 47,072(3) 1.8%
Victor Kirschman 22,072(3) *
Mannie D. Paine, Jr., M.D. 21,572(3)(6) *
Bruce A. Scott 90,857(2)(4)(7) 3.4%
Donald C. Scott 85,519(4)(8) 3.2%
Albert J. Zahn, Jr. 42,172(3)(9) 1.6%
All directors and executive officers of the Company 371,864(2) 14.0%
and the Association as a group (11 persons)
</TABLE>
- -----------------
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(FOOTNOTES CONTINUE ON FOLLOWING PAGE)
- 6 -
<PAGE>
(2) The GS Financial Corp. Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the GS Financial Corp. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Ms.
Lettie R. Moll and Messrs. Ralph Weber and Bruce Scott who act as
trustees of the plan ("Trustees"). As of the Voting Record Date, 80,400
shares held in the Trust have been allocated to the accounts of
participating employees. The 192,715 unallocated shares held in the
Trust as of the Voting Record Date will be voted by the Trustees in
accordance with their fiduciary duties as Trustees. The amount of
Common Stock beneficially owned by directors who serve as Trustees of
the ESOP and by all directors and executive officers as a group does
not include the shares held by the Trust.
(3) Includes for each individual 5,894 shares of Common Stock subject to
stock options exercisable within 60 days of the Voting Record Date.
(4) Includes for each individual 34,385 shares of Common Stock subject to
stock options exercisable within 60 days of the Voting Record Date.
(5) Includes 1,000 shares of Common Stock owned by Mr. Glazer's wife and
10,000 shares owned by Mr. Glazer's children.
(6) Includes 6,250 shares of Common Stock owned by Dr. Paine's wife.
(7) Includes 5,000 shares of Common Stock held in trusts for the benefit of
Bruce Scott's children, for which Mr. Scott is the trustee. Mr. Scott
disclaims beneficial ownership as to the shares held in such trusts.
Also includes 10,000 shares owned by Mr. Scott's wife. Also includes
9,570 shares of Common Stock allocated to Mr. Scott under the ESOP
which the Trustees will vote in accordance with Mr. Scott's
instructions. Does not include shares held by Mr. Donald C. Scott, Mr.
Bruce A. Scott's brother.
(8) Includes 4,000 shares of Common Stock held in trusts for the benefit of
Mr. Donald Scott's children, for which Mr. Donald Scott is the Trustee.
Mr. Donald Scott disclaims beneficial ownership as to the shares held
in such trusts. Also includes 2,500 shares owned by Mr. Donald Scott's
wife. Also includes 10,015 shares of Common Stock allocated to Mr.
Donald Scott under the ESOP which the Trustees will vote in accordance
with Mr. Donald Scott's instructions. Does not include shares held by
Mr. Bruce Scott, Mr. Donald Scott's brother.
(9) Includes 10,100 shares of Common Stock owned by Mr. Zahn's wife.
(10) Each beneficial owner's percentage ownership is determined by assuming
that options held by such person (but not those held by any other
person) and that are exercisable within 60 days of the Voting Record
Date have been exercised.
- 7 -
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Company does not pay separate compensation to its directors and
officers. However, the Company does reimburse the Association a certain
percentage of salaries paid to its officers and other expenses incurred by the
Association. The following table sets forth a summary of certain information
concerning the compensation paid by the Association for services rendered in all
capacities during the years ended December 31, 1999, 1998 and 1997 to the
President and Chief Executive Officer and the Executive Vice President (the
"named executive officers"). No other executive officers of the Company or the
Association had total annual compensation in excess of $100,000 during fiscal
1999.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------------
Name and Restricted Options All Other
Principal Position Year Salary Bonus Stock Awards (#) Compensation (3)
------------------ ---- -------- ------- ------------ ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Donald C. Scott 1999 $128,760 $25,752 $ -- -- $45,818
President and Chief 1998 126,880 21,062 -- -- 50,612
Executive Officer 1997 123,173 9,490 590,992(1) 85,962(2) 54,818
Bruce A. Scott 1999 $123,600 $20,518 $ -- -- $45,183
Executive Vice President 1998 121,800 20,219 -- -- 49,593
1997 106,750 8,907 590,992(1) 85,962(2) 47,866
</TABLE>
- --------------
(1) Represents the award of 34,385 shares of restricted Common Stock to
each of Messrs. Donald Scott and Bruce Scott pursuant to the Company's
Recognition Plan, which were deemed to have the indicated value at the
date of grant, October 15, 1997, and which had a fair market value at
December 31, 1999 of $421,216 for each of Messrs. Donald Scott and
Bruce Scott. The awards are earned at a rate of 10% per year from the
date of grant. Dividends paid on the restricted Common Stock are held
in the RRP Trust and paid to the recipient when the restricted stock is
earned.
(2) Consists of awards of stock options which are exercisable at the rate
of 20% per year from the date of grant.
(3) Consists of amounts allocated during the year ended as indicated on
behalf of each individual pursuant to the ESOP.
COMPENSATION OF DIRECTORS
Members of the Company's Board of Directors receive no compensation for
attending meetings of the Board. Members of the Board of Directors of the
Association are paid $700 for each Board meeting regardless of attendance, $500
for each Audit Committee meeting attended and $200 for each Compensation
Committee meeting attended.
Each non-employee director of the Company received 14,736 non-qualified
stock options on October 15, 1997 with an exercise price of $17.1875, pursuant
to the Option Plan. Such options vest ratably over five years. In addition, each
non-employee director of the Company also received 5,894 shares of restricted
Common Stock on October 15, 1997 which will be earned ratably over ten years,
pursuant to the Company's Recognition Plan. Dividends paid on the restricted
Common Stock are held in the RRP Trust and paid to the recipient when the
restricted stock is earned. Future grants or awards under the Stock Option Plan
or Recognition Plan are at the discretion of the Company's Board or a committee
appointed by the Board, consistent with the respective terms of such plans. The
Company did not make any grants pursuant to the Option Plan or the Recognition
Plan to the non-employee directors during 1999.
- 8 -
<PAGE>
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Association (collectively, the "Employers") in
February 1997 entered into employment agreements with Messrs. Donald Scott and
Bruce Scott. The Employers agreed to employ Messrs. Donald Scott and Bruce Scott
each for a term of three years in their then current positions at their then
current base salaries. The agreements were amended on September 11, 1997, in
part, to increase the base salaries of Messrs. Donald Scott and Bruce Scott to
$125,000 and $120,000, respectively. At least 30 days prior to each annual
anniversary date of each of the employment agreements, the Boards of Directors
of the Company and the Association shall determine whether or not to extend the
term of each agreement for an additional one year. Any party may elect not to
extend the agreements for an additional year by providing written notice at
least 30 days prior to any annual anniversary date.
The agreements are terminable with or without cause by the Employers.
The officers shall have no right to compensation or other benefits pursuant to
the employment agreements for any period after voluntary termination or
termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that an officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreements or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the officer as a result of certain adverse actions which are taken
with respect to the officer's employment following a Change in Control of the
Company, as defined, Messrs. Donald Scott and Bruce Scott will each be entitled
to cash severance payments equal to three times his average annual compensation
over his most recent five taxable years. In addition, the officer will be
entitled to a continuation of benefits similar to those he is receiving at the
time of such termination for the period otherwise remaining under the term of
the agreement or until he obtains full-time employment with another employer,
whichever occurs first.
A Change in Control is generally defined in the employment agreement to
include any change in control required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more of
the Company's outstanding voting securities and (ii) a change in a majority of
the directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.
The employment agreements provide that in the event that any payments
to be paid thereunder are deemed to constitute a "parachute payment" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), then such payments and benefits received thereunder shall be reduced,
in the manner determined by the employee, by the amount, if any, which is the
minimum necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Parachute
payments generally are payments equal to or exceeding three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in control of
the employer occurred. Recipients of parachute payments are subject to a 20%
excise tax on the amount by which such payments exceed the base amount, in
addition to regular income taxes, and payments in excess of the base amount are
not deductible by the employer as compensation expense for federal income tax
purposes.
- 9 -
<PAGE>
STOCK OPTIONS
The Company did not grant any stock options to the named executive
officers during 1999.
The following table sets forth information concerning the value of
stock options held at December 31, 1999 by the named executive officers. Such
officers did not exercise any options during 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------
Number of
Shares Unexercised
Acquired on Value Options
Name Exercise Realized at Fiscal Year-End (1)
---- ----------- -------- ---------------------------------------
Exercisable Unexercisable
---------------------------------------
<S> <C> <C> <C> <C>
Donald C. Scott - - 34,385 51,577
- -------------------------------------------------------------------------------------------------------------------
Bruce A. Scott - - 34,385 51,577
</TABLE>
- ------------------
(1) The fair market value of the Common Stock underlying the options at
December 31, 1999 ($12.25) was less than the exercise price of the
options ($17.1875).
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company's and Association's policies provide that all loans made by
the Association to the directors, officers and employees of the Company and the
Association are made in the ordinary course of business, are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features. All such loans outstanding as of December 31, 1999 were made by the
Association in the ordinary course of business and were not made with favorable
terms nor did they involve more than the normal risk of collectibility. As of
December 31, 1999, four of the directors and executive officers of the Company
had aggregate loan balances in excess of $60,000, which amounted to $850,247 in
the aggregate. The Company believes that such loans do not involve more than the
normal risk of collectibility.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the officers and directors,
and persons who own more than 10% of the Company's Common Stock to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Officers,
directors and greater than 10% stockholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file. The
Company knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that during, and with respect to, 1999, the Company's officers and
directors complied in all respects with the reporting requirements promulgated
under Section 16(a) of the Exchange Act, except for Mr. Key who was late filing
one report on Form 4 reporting the acquisition of 1,000 shares and
Mr. Caldcleugh who reported the sale of 4,911 shares on a Form 5.
- 10 -
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is composed entirely of
non-employee members of GS Financial Corp.'s (the "Company") Board of Directors
(the "Board"). It is the responsibility of the Committee to review and recommend
to the Board for approval changes to the Company's executive compensation
policies and programs.
The goals of the Committee are to provide an executive compensation
program which allows for the recruitment, retention and motivation of highly
qualified executives whose positions are deemed to be key to the Company's
current and future success. The Committee attempts to achieve these objectives
through a combination of base salary, cash bonus awards, and awards under the
Company's 1997 Stock Option Plan and its 1997 Recognition and Retention Plan and
Trust.
BASE SALARY. The salaries of executive officers are reviewed annually
by the Committee and are established for individual executive officers based on
subjective evaluations of individual performance and the individual's skills,
experience and background. The Committee analyzes information from several
national executive compensation survey sources for comparison of compensation
paid by institutions in the Company's peer group.
CASH BONUS AWARDS. The Committee considers on an annual basis whether
to pay cash bonuses to the Company's employees, including the Company's
executive officers. The Committee places significant consideration on the
earnings and income of the Company in making its determination. The Committee's
objective is to ensure the Company will remain competitive in its compensation
practices and enable it to retain qualified executive officers. The awarding of
cash bonuses is determined in the sole discretion of the Board of Directors.
STOCK OPTIONS AND GRANTS UNDER THE COMPANY'S 1997 RECOGNITION AND
RETENTION PLAN AND TRUST ("RRP"). The granting of stock options and plan share
awards to directors, executive officers and other employees of the Company are
done so as a means of providing long-term incentive to those individuals. The
Committee believes that stock options and awards under the RRP encourage
increased performance and align the interest of those individuals with the
interests of the Company's shareholders. The stock options and plan share awards
under the RRP were granted in 1997. In 1998, the RRP was amended so that the
awards granted thereunder vest over a ten year period at a rate of 10% per year
from the date of grant rather than the initial vesting period of 5 years. The
vesting schedule, as amended, provides additional incentive to the Board and
management to remain with the Company long-term and actively participate in its
progress.
CHIEF EXECUTIVE OFFICER COMPENSATION. During 1999, Donald C. Scott
served as Chairman of the Board and Chief Executive Officer. Mr. Scott is
employed by the Company in such capacities pursuant to an employment agreement
with a current annual base salary of $128,760.00. Under the provisions of the
employment agreement, the term thereof may be, and has been, extended by the
Board of Directors for additional periods of one year.
Kenneth B. Caldcleugh
Stephen L. Cory
J. Scott Key
Dr. Mannie D. Paine, Jr.
- 11 -
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return relating to
the Common Stock since the Company's initial public offering of its Common Stock
on April 1, 1997 with (i) the cumulative total return on the stocks included in
the National Association of Securities Dealers, Inc. Automated Quotation
("Nasdaq") Stock Market Index (for United States companies), and (ii) the
cumulative return on the stocks in the SNL under $250 million Thrift Index. All
of these cumulative returns are computed assuming the reinvestment of dividends
at the frequency with which dividends were paid during the applicable period.
[GRAPHIC OMITTED]
SNL Securities LC -C- 2000. Used with permission.
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------------------
INDEX 04/01/97 06/30/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99
- ----------------------------------------- ------------------------------------------------ -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GS Financial Corp. 100.00 114.95 158.30 127.18 99.68 85.06 96.83
NASDAQ - Total US* 100.00 118.89 130.18 156.54 183.44 224.51 331.40
SNL LESS THAN $250M Thrift Index 100.00 108.97 143.24 143.53 116.40 114.11 109.32
</TABLE>
*SOURCE: CRSP, CENTER FOR RESEARCH IN SECURITY PRICES, GRADUATE SCHOOL OF
BUSINESS, THE UNIVERSITY OF CHICAGO 1999. Used with permission. All rights
reserved. crsp.com.
- 12 -
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed LaPorte, Sehrt,
Romig & Hand, independent certified public accountants, to perform the audit of
the Company's financial statements for the year ending December 31, 2000, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting.
The Company has been advised by LaPorte, Sehrt, Romig & Hand that
neither that firm nor any of its associates has any relationship with the
Company or the Association other than the usual relationship that exists between
independent certified public accountants and clients. LaPorte, Sehrt, Romig &
Hand will have one or more representatives at the Annual Meeting who will have
an opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF LAPORTE, SEHRT, ROMIG & HAND AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in April, 2001, must be received at
the principal executive offices of the Company, 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002, Attention: Lettie R. Moll, Corporate
Secretary, no later than November 24, 2000. If such proposal is in compliance
with all of the requirements of Rule 14a-8 under the Exchange Act, it will be
included in the proxy statement and set forth on the form of proxy issued for
such annual meeting of stockholders. It is urged that any such proposals be sent
certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article 9.D. of the Company's
Articles of Incorporation, which provides that the stockholder must give
timely notice thereof in writing to the Secretary of the Company. To be
timely with respect to the annual meeting of stockholders scheduled to be
held in April 2001, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company no later than
February 24, 2001. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Company's books, of
the stockholder proposing such business and, to the extent known, any other
stockholders known by such stockholder to be supporting such proposal, (c)
the class and number of shares of the Company's capital stock which are
beneficially owned by the stockholder on the date of such stockholder notice
and, to the extent known, by any other stockholders known by such stockholder
to be supporting such proposal on the date of such stockholder notice, and
(d) any financial interest of the stockholder in such proposal (other than
interests which all stockholders would have).
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1999 accompanies this Proxy Statement. Such annual report is
not part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 1999 required to be filed with the Commission under the Exchange Act.
Such written requests should be directed to Lettie R. Moll, Corporate Secretary,
GS Financial Corp., 3798 Veterans Memorial Boulevard, Metairie, Louisiana 70002.
The Form 10-K is not part of the proxy solicitation materials.
- 13 -
<PAGE>
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Donald C. Scott
-----------------------------------
Donald C. Scott
Chairman of the Board
Metairie, Louisiana
March 24, 2000
- 14 -
<PAGE>
REVOCABLE PROXY
GS FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GS
FINANCIAL CORP. FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 25, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints J. Scott Key, Bruce A. Scott and
Lettie R. Moll as proxies, each with power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of GS Financial Corp. (the "Company") held of record
by the undersigned on March 14, 2000 at the Annual Meeting of Shareholders to
be held at the Company's corporate headquarters located at 3798 Veterans
Memorial Boulevard, Metairie, Louisiana 70002, on Tuesday, April 25, 2000, at
10:00 a.m., Central Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2003:
Stephen L. Cory, J. Scott Key and Albert J. Zahn, Jr.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
-------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of LaPorte,
Sehrt, Romig & Hand as the Company's independent auditors for the year ending
December 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED ON REVERSE SIDE)
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF AUDITORS IN PROPOSAL 2 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated: ____________________, 2000
_______________________
_______________________
Signatures
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS PROXY. WHEN
SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. WHEN SHARES ARE HELD
JOINTLY, ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
-------------------------------------------------------------------------
