UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE 13D --------------------------------------------
OMB APPROVAL
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UNDER THE SECURITIES EXCHANGE ACT OF 1934 OMB Number: 3235-0145
(AMENDMENT NO. 1)* 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
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(Title of Class of Securities)
0003622631
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(CUSIP Number)
RONALD J. GENTILE
President and Chief Operating Officer
Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, NY 10990
(914) 968-2206, ext. 210
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 10, 1999
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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).
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SCHEDULE 13D
CUSIP No. 0003622631 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warwick Community Bancorp, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC - Working Capital of Warwick Community Bancorp, Inc
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Warwick Community Bancorp, Inc. (Delaware)
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Warwick Community Bancorp, Inc - 151,600 - 7.0%
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Warwick Community Bancorp, Inc - 151,600 - 7.0%
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SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,600 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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This amendment amends and supplements the Schedule 13D, dated December
7, 1998, and filed that date with the Securities and Exchange Commission. Except
as amended by this amendment, there has been no change in the information
previously reported on the Schedule 13D.
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 shares of common stock (the "Shares") of GSB Financial Corporation
(the "Issuer") owned by Warwick Community Bancorp, Inc. ("WCB") as of the date
hereof were purchased by it for an aggregate price of $2,442,369. 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 5. INTEREST IN SECURITIES OF THE ISSUER
(a) WCB beneficially owns an aggregate of 151,600 Shares of the Issuer,
or 7.0% of the 2,163,450 Shares outstanding on January 31, 1999, as reported by
the Issuer in its most recent Form 10-Q, filed on February 16, 1999, for the
fiscal quarter ended December 31, 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 direct the vote of and has sole power
to dispose or direct the disposition of 151,600 Shares. Frances M. Gorish and R.
Michael Kennedy have sole power to dispose or direct the disposition of their
respective Shares.
Page 3 of 7 Pages
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(c) WCB acquired from broker-dealers operating in the over-the counter
market 25,500 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 Exhibit A of the Schedule 13D has effected any
transactions in the Shares during the past 60 days.
Date Number of Shares Price Per Share
---- ---------------- ---------------
02/03/99 5,000 13 15/16
02/04/99 4,000 13 15/16
02/10/99 3,400 13 15/16
02/10/99 5,000 13 15/16
02/16/99 8,100 13 15/16
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
Exhibit A. Information with respect to directors and
executive officers of WCB.
Page 4 of 7 Pages
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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.
February 18, 1999
WARWICK COMMUNITY BANCORP, INC.
By: /s/ Ronald J. Gentile
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Ronald J. Gentile
President and Chief Operating Officer
Page 5 of 7 Pages
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ITEM 2: EXHIBIT A
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DIRECTORS OF WARWICK COMMUNITY BANCORP, INC.
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Timothy A. Dempsey
Chairman of the Board and
Chief Executive Officer
* 36 Waterbury Road
Warwick, NY 10990
Citizen - USA
Ronald J. Gentile
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 6 of 7 Pages
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EXECUTIVE OFFICERS OF WARWICK
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COMMUNITY BANCORP, INC.
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Timothy A. Dempsey
Chairman of the Board and
Chief Executive Officer
* 36 Waterbury Road
Warwick, NY 10990
Citizen - USA
Ronald J. Gentile
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 7 of 7 Pages
