c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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<CAPTION>
SCHEDULE 13D --------------------------------------------
OMB APPROVAL
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<S> <C> <C>
UNDER THE SECURITIES EXCHANGE ACT OF 1934 OMB Number: 3235-0145
(AMENDMENT NO. __________)* Expires: August 31, 1999
Estimated average burden
GSB FINANCIAL CORPORATION hours per form.........................14.90
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
0003622631
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(CUSIP Number)
RONALD J. GENTILE
Executive Vice President and Chief Operating Officer
Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, NY 10990
(914) 968-2206, ext. 210
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 27, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d- 1(a) for other
parties to whom copies are to be sent.
*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>
SCHEDULE 13D
CUSIP No. 0003622631 Page 2 of 11 Pages
---------- -- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warwick Community Bancorp, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC - Working Capital of Warwick Community Bancorp, Inc
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Warwick Community Bancorp, Inc. (Delaware)
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Warwick Community Bancorp, Inc - 124,600 - 5.5%
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Warwick Community Bancorp, Inc - 124,600 - 5.5%
- --------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,600 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule 13D relate are the
shares of Common Stock, par value $.01 per share (the "Shares"), of GSB
Financial Corporation (the "Issuer"), a Delaware corporation having its
principal executive offices at One South Church Street, Goshen, New York 10924.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed on behalf of Warwick
Community Bancorp, Inc., a bank holding company organized under the laws of the
State of Delaware ("WCB"). The principal business address of WCB is 18 Oakland
Avenue, Warwick, New York 10990-0591.
The information called for by Item 2 with respect to WCB's
directors and executive officers is set forth in Exhibit A attached hereto and
incorporated herein by reference.
During the last five years, neither WCB nor, to the best of
WCB's knowledge, any of the persons listed in Exhibit A hereto have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in WCB or any of
such persons being 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 finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Stock owned by WCB as of the date hereof was purchased by
it for an aggregate price of $2,066,057. The funds for the purchase were derived
from working capital of WCB. No part of the price was represented by funds
borrowed or otherwise obtained for the purpose of acquiring, holding, trading or
voting securities.
ITEM 4. PURPOSE OF TRANSACTION
All Shares reported herein as beneficially owned by WCB were
acquired for investment purposes. WCB may, from time to time, depending on
general economic conditions, market prices for Shares, receipt of any necessary
regulatory approval and other factors, (i) purchase additional Shares through
open-market purchases, privately negotiated transactions or otherwise, and (ii)
may dispose of Shares. In connection with the foregoing, WCB reserves the right
to take any action which it deems appropriate, including any of the various
actions described below, subject to applicable laws, any required regulatory
approval and other requirements.
Other than as indicated above, WCB does not have any present
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such
Page 3 of 11 Pages
<PAGE>
as merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) any change in the Issuer's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to be authorized to
be quoted in an inter-dealer quotation system or a registered national
securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Act"); or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) WCB beneficially owns an aggregate of 124,600 Shares, or
5.5% of the 2,248,250 Shares outstanding on July 31, 1998, as reported by the
Issuer in its most recent Form 10-Q, filed on August 14, 1998 for the fiscal
quarter ended June 30, 1998. Two of WCB's directors, Frances M. Gorish and R.
Michael Kennedy, respectively own 50 Shares and 1,100 Shares, which Shares were
acquired independently of WCB's acquisition of Shares. WCB and Frances M. Gorish
and R. Michael Kennedy are not acting as a group within the meaning of section
13(d)(3) of the Act.
(b) WCB has sole power to vote or to direct the vote of and
has sole power to dispose or direct the disposition of 124,600 Shares. Frances
M. Gorish and R. Michael Kennedy have sole power to dispose or direct the
disposition of their respective Shares.
(c) WCB acquired from broker-dealers operating in the over-the
counter market 27,100 Shares of the Issuer within the past 60 days, on the dates
and paid therefor in cash the prices set forth below. To the best knowledge of
WCB, none of the persons listed on Schedule I hereto has effected any
transactions in the Shares during the past 60 days.
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
10/05/98 4,000 12 1/8
10/07/98 4,100 12 1/8
11/24/98 1,000 13 7/8
11/27/98 10,000 13 3/4
11/30/98 6,000 13 7/8
12/04/98 2,000 13 7/8
(d) Not applicable.
(e) Not applicable.
Page 4 of 11 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth elsewhere in this schedule, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among WCB and any other person or persons with respect to the Shares, including
but not limited to transfer or voting of any of the Shares, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
By letter dated November 12, 1998, the Federal Reserve Bank of
New York (the "FRBNY"), approved the notice filed by WCB pursuant to the Bank
Holding Company Act of 1956, as amended, to acquire up to 9.9% of the
outstanding Shares of the Issuer. Such approval is subject to commitments by WCB
with respect to the Issuer set forth in the FRBNY's letter, the text of which is
set forth on Exhibit B.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
Exhibit A. Information with respect to directors and
executive officers of WCB.
Exhibit B. Text of letter dated November 12, 1998
from the Federal Reserve Bank of New York to
WCB.
Page 5 of 11 Pages
<PAGE>
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.
December 7, 1998
WARWICK COMMUNITY BANCORP, INC.
BY: /s/ RONALD J. GENTILE
-------------------------------------
RONALD J. GENTILE
EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
Page 6 of 11 Pages
<PAGE>
ITEM 2: EXHIBIT A
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DIRECTORS OF WARWICK COMMUNITY BANCORP, INC.
--------------------------------------------
Timothy A. Dempsey
President and Chief Executive Officer
* 36 Waterbury Road
Warwick, NY 10990
Citizen - USA
Ronald J. Gentile
Executive Vice President and
Chief Operating Officer
* 30 Newport Bridge Road
Warwick, NY 10990
Citizen - USA
Frances M. Gorish
Retired
* 24 High View Avenue
Florida, New York 10921
Citizen - USA
R. Michael Kennedy
Real Estate Investment and Management
Kennedy Companies
* 20 Millers Lane
Warwick, New York 10990
Citizen - USA
Fred M. Knipp
President and Chief Executive Officer
Warwick Valley Telephone Company
** 47 Main Street
Warwick, New York 10990
Citizen - USA
Emil R. Krahulik
Attorney at Law
Beattie & Krahulik
** 2 Bank Street
Warwick, New York 10990
Citizen - USA
Thomas F. Lawrence, Jr.
Retired
* 82 Maple Drive
Warwick, New York 10990
Citizen - USA
Henry L. Nielsen, Jr.
President
Nielsen Construction Company
* 128 Park Lane
Warwick, New York
Citizen - USA
John W. Sanford III
President
John W. Sanford & Son, Inc.
Insurance Agency
** 68 Main Street
Warwick, New York 10990
Citizen - USA
Robert N. Smith
President
Lazear-Smith and Vander-Plaat
Memorial Home
Lazear-Smith Funeral Home
** 17 Oakland Avenue
Warwick, New York 10990
Citizen - USA
Page 7 of 11 Pages
<PAGE>
EXECUTIVE OFFICERS OF WARWICK
-----------------------------
COMMUNITY BANCORP, INC.
-----------------------
Timothy A. Dempsey
President and Chief Executive Officer
* 36 Waterbury Road
Warwick, NY 10990
Citizen - USA
Ronald J. Gentile
Executive Vice President and Chief Operating Officer
* 30 Newport Bridge Road
Warwick, NY 10990
Citizen - USA
Arthur W. Budich
Senior Vice President
* 34 Post Road
Monroe, NY 10950
Citizen - USA
Laurence D. Haggerty
Senior Vice President
* 198 West Shore Trail
Sparta, NJ 07871
Citizen - USA
Donna M. Lyons
Senior Vice President/Auditor
* 2353 Route 44-55
P.O. Box 16
Gardiner, NY 12525
Citizen - USA
Barbara A. Rudy
Senior Vice President
* 23 Olde Wagon Road
Warwick, NY 10990
Citizen - USA
Nancy L. Sobotor-Littell
Corporate Secretary
* 76 Maple Avenue
Warwick, NY 10990
Citizen - USA
* Home Address
** Business Address
Page 8 of 11 Pages
<PAGE>
ITEM 7: EXHIBIT B
-----------------
November 12, 1998
Mr. Timothy A. Dempsey
President & Chief Executive Officer
Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, New York 10990
We are pleased to inform you that the Federal Reserve Bank of
New York, acting under authority delegated by the Board of Governors of the
Federal Reserve System (the "Board") at Section 265.1(c)(11) of its Rules
Regarding Delegation of Authority, today has approved the notice filed by
Warwick Community Bancorp, Inc. ("WCB"), for prior approval, pursuant to Section
4(c)(8) of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), to
acquire up to 9.9 percent of the common stock of GSB Financial Corporation,
Goshen, New York ("GSB"), a savings and loan holding company which controls
Goshen Savings Bank, Goshen, New York, a savings association within the meaning
of the BHC Act. Enclosed is a copy of the press release related to this
approval.
The proposed activities are described in the FEDERAL REGISTER
notice of October 22, 1998 as follows:
. . . operat[ing] a savings association, pursuant to
ss. 225.28(b)(4)(ii) of Regulation Y.
The activities appear to be of the kinds determined by the
Board, in Section 225.28(b)(4) of Regulation Y, to be so closely related to
banking or managing or controlling banks as to be a proper incident thereto.
In reaching this determination, the Reserve Bank has relied
upon all of the commitments and representations made by WCB in connection with
this notice, including, but not
limited to, the following:
WCB has committed that it will not, without the Federal
Reserve's prior approval:
(A) Exercise or attempt to exercise a controlling influence over
the management or policies of GSB or any of its subsidiaries;
(B) Have or seek to have any employee or representative serve as
an officer, agent, or employee of GSB or any of its
subsidiaries;
(C) Take any action causing GSB or any of its subsidiaries to
become a subsidiary of WCB or any of its subsidiaries;
Page 9 of 11 Pages
<PAGE>
(D) Acquire or retain shares that would cause the combined
interest of WCB or any of its subsidiaries and its officers,
directors, and affiliates to equal or exceed 10 percent of the
outstanding voting shares of GSB or any of its subsidiaries;
(E) Propose a director or slate of directors in opposition to a
nominee or slate of nominees proposed by management or board
of directors of GSB or any of its subsidiaries;
(F) Attempt to influence the dividend policies or practices of GSB
or any of its subsidiaries;
(G) Solicit or participate in soliciting proxies with respect to
any matter presented to the shareholders of GSB or any of its
subsidiaries;
(H) Attempt to influence the loan and credit decisions or policies
of GSB or any of its subsidiaries, the pricing of services,
any personnel decision, the location of any offices,
branching, the hours of operation, or similar activities of
GSB or any of its subsidiaries;
(I) Dispose or threaten to dispose of shares of GSB or any of its
subsidiaries in any manner as a condition of specific action
or nonaction by GSB or any of its subsidiaries;
(J) Enter into any other banking or nonbanking transactions with
GSB or any of its subsidiaries, except that WCB may
establish and maintain deposit accounts with any depository
institution subsidiaries of GSB, provided that the aggregate
balances of all such accounts do not exceed $500,000 and
that the accounts are maintained on substantially the same
terms as those prevailing for comparable accounts of persons
unaffiliated with GSB or any of its subsidiaries; or
(K) Seek or accept representation on the board of directors of GSB
or any of its subsidiaries.
Based on the foregoing and other considerations reflected in
the record, this Reserve Bank has determined that the public interest factors
which the Board is required to consider under Section 4(c)(8) of the BHC Act
outweigh possible adverse effects. In taking this action, this Reserve Bank has
relied upon the commitments and representations made by Notificant in the record
of the notice.
This Reserve Bank's approval of this transaction is
specifically conditioned upon compliance with all the commitments given in
connection with this notice. For the purposes of this action, these commitments
are considered to be conditions imposed in writing in connection with the
approval of the notice, and, as such, may be enforced in proceedings under the
Federal Deposit Insurance Act.
Approval is subject to the Board's authority to require
reports by, and make examinations of, bank holding companies and their
subsidiaries and to require such modification or termination of activities of a
bank holding company or any of its subsidiaries as the Board finds
Page 10 of 11 Pages
<PAGE>
necessary to assure compliance with, or prevent evasions of, the BHC Act, and
the Board's regulations and orders issued thereunder.
Please advise us in writing promptly with the transaction is
consummated, which should be no later than three months after the date of this
letter, unless the latter date is extended by this Reserve Bank or the Board for
good cause shown.
Very truly yours,
/s/ Jay B. Bernstein
----------------------------
Jay B. Bernstein
Bank Sueprvision Officer
Enclosure
cc: Douglas J. McClintock, Esq.
Thacher Proffitt & Wood
Office of the Comptroller of the Currency
Federal Deposit Insurance Corporation
State of New York Department of Banking
Board of Governors
Page 11 of 11 Pages
