UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
<TABLE>
<CAPTION>
SCHEDULE 13D --------------------------------------------
OMB APPROVAL
--------------------------------------------
<S> <C> <C>
UNDER THE SECURITIES EXCHANGE ACT OF 1934 OMB Number: 3235-0145
(AMENDMENT NO. 2)* Expires: August 31, 1999
Estimated average burden
GSB FINANCIAL CORPORATION hours per form.........................14.90
------------------------- --------------------------------------------
(Name of Issuer)
</TABLE>
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
0003622631
--------------------------------------
(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
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 19, 2000
---------------------------------------------------------------------------
(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 9 Pages
---------- -- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warwick Community Bancorp, Inc.
I.R.S. No. 06-1497903
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, WC
- --------------------------------------------------------------------------------
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 - 167,400 - 8.44%
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Warwick Community Bancorp, Inc - 167,400 - 8.44%
- --------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,400 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)
8.44%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This amendment amends and supplements the Schedule 13D, dated
December 7, 1998, and filed as of that date with the Securities and Exchange
Commission ("Commission"), as amended by the Schedule 13D, dated February 18,
1999, and filed as of that date with the Commission (together, the "Schedule
13D"). 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 WCB as of the date hereof were purchased by
it for an aggregate price of $2,662,582. 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. Borrowed funds may be used to purchase additional shares in
the future.
ITEM 4. PURPOSE OF TRANSACTION
On April 19, 2000, WCB delivered a letter to the Issuer, a
copy of which is attached hereto as Exhibit B, detailing its interest in
entering into a business combination with the Issuer. The letter contemplates
that, subject to the timing requirements of section 563(b)(i) of the rules and
regulations of the Office of Thrift Supervision, WCB would be prepared to offer,
subject to the conditions set forth below, $18.00 per share in cash for all of
the outstanding Shares of the Issuer in a merger of the Issuer and WCB. Such a
price would provide the Issuer's shareholders with a 64% premium over the
Issuer's market price on April 18, 2000. Any offer that WCB would make would be
subject to the performance of customary due diligence, execution of a definitive
merger agreement between WCB and the Issuer, receipt of the required regulatory
approvals and the approval of the Issuer's shareholders. In addition, WCB may
not acquire more than 9.9% of the outstanding Shares without the prior approval
of the Federal Reserve Bank of New York.
Page 3 of 9 Pages
<PAGE>
WCB intends to review its investment in the Issuer on a
continuing basis and depending on various factors, including the Issuer
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Issuer's Common Stock, conditions in the
securities markets and general economic and industry conditions, as well as
other investment opportunities available to it, may in the future take such
actions with respect to its investment in the Issuer as it deems appropriate in
light of the circumstances existing from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) WCB beneficially owns an aggregate of 167,400 Shares, or
8.44% of the 1,984,538 Shares outstanding on March 27, 2000, as reported by the
Issuer in its most recent Form 10-K, filed on March 30, 2000 for the fiscal year
ended December 31, 1999. Three of WCB's directors, Frances M. Gorish, John J.
McDermott III and R. Michael Kennedy, respectively own 50 Shares, 500 Shares and
1,100 Shares, which Shares were acquired independently of WCB's acquisition of
Shares. WCB and Frances M. Gorish, John J. McDermott III 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 167,400 Shares. Frances
M. Gorish, John J. McDermott III and R. Michael Kennedy have sole power to
dispose or direct the disposition of their respective Shares.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
Exhibit A. Information with respect to directors and
executive officers of WCB.
Exhibit B. Letter, dated April 19, 2000, from WCB to
the Issuer, regarding WCB's interest in
entering into a business combination with
the Issuer.
Page 4 of 9 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.
April 19, 2000
WARWICK COMMUNITY BANCORP, INC.
By: /s/ Ronald J. Gentile
-------------------------------------
Ronald J. Gentile
President and Chief Operating Officer
Page 5 of 9 Pages
<PAGE>
ITEM 2: EXHIBIT A
-----------------
DIRECTORS OF WARWICK COMMUNITY BANCORP, INC.
--------------------------------------------
Timothy A. Dempsey
Chairman of the Board and Chief
Executive Officer
Warwick Community Bancorp, Inc.
* 36 Waterbury Road
Warwick, NY 10990
Citizen - USA
Ronald J. Gentile
President and Chief Operating Officer
Warwick Community Bancorp, Inc.
* 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
* P.O. Box 600
Warwick, New York 10990
Citizen - USA
Fred M. Knipp
Retired
* 15 Almond Tree Lane
Warwick, New York 10990
Citizen - USA
Emil R. Krahulik
Attorney at Law
Bonacic, Blustein & 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 Co., Inc.
* P.O. Box 848
Warwick, New York 10990
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 Funeral Homes, Inc.
** 17 Oakland Avenue
Warwick, New York 10990
Citizen - USA
John J. McDermott, III
** J.D. Blake Company
263 Route 17K
Newburgh, New York 12552-0273
Citizen - USA
Page 6 of 9 Pages
<PAGE>
EXECUTIVE OFFICERS OF WARWICK
-----------------------------
COMMUNITY BANCORP, INC.
-----------------------
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
Fred G. Kowal
Executive Vice President
* 15 Rutland Road
Glen Rock, NJ 07452
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 9 Pages
<PAGE>
ITEM 4: EXHIBIT B
-----------------
[Letterhead of Warwick Community Bancorp, Inc.]
Board of Directors
GSB Financial Corporation
Attention: Mr. Thomas V. Guarino
Chairman of the Board
April 19, 2000
Ladies and Gentlemen:
Warwick Communty Bancorp, Inc. ("WCB") is a bank holding company with assets of
approximately $625 million, whose principal assets are the stock of The Warwick
Savings Bank and The Towne Center Bank. WCB, The Warwick Savings Bank and The
Towne Center Bank are collectively referred to in this letter as "WCB." Enclosed
is a copy of WCB's recently issued annual report to shareholders and proxy
statement. WCB is the beneficial owner of 167,400 shares, or 8.4%, of the
outstanding shares of common stock of GSB Financial Corporation, the holding
company for Goshen Savings Bank. GSB Financial Corporation and Goshen Savings
Bank are collectively referred to in this letter as "GSB."
On several occasions, we have informally inquired about GSB's business plan for
increasing shareholder value and regarding its interest in a possible business
combination with WCB. We have been disappointed by GSB's failure to respond in a
positive way, particularly in light of the decline in the value of GSB's stock
price, which was $11.00 as of the close of business on April 18, 2000. In
contrast, our average cost for the shares of GSB stock owned by WCB is
approximately $15.91 per share. In reviewing GSB's recently issued annual report
to shareholders and proxy statement, we note that GSB does not have a full-time
Chief Executive Officer and that GSB has a President who, according to the proxy
statement issued in connection with GSB's Annual Meeting of Stockholders to be
held on April 27, 2000, "was elected . . . to satisfy regulatory requirements
that the Bank have a person with that title" but that Mr. Guarino "is not
involved in the day to day management of the Bank or the Company." This unusual
state of affairs may partially explain the decline in GSB's shareholder value.
We believe that a business combination of GSB and WCB would be attractive to our
respective depositors, customers, communities and shareholders. We both operate
primarily in the same county, but WCB offers a number of financial products and
services that GSB does not and, because of its small size, cannot. We have a
mortgage loan generation capability in Orange County that is second to none.
There is concern about GSB's low and declining interest rate spread and margin
of 2.64% and 3.51%, respectively, especially in the current rising interest rate
environment. The lack of commercial lending experience among GSB's commercial
lenders does not bode well for GSB's entry into this sophisticated, higher risk
area. And, management's expansion plans into the low growth Harriman, New York
market and recent announcement to enter the depressed Bloomingburg, Sullivan
County market are very suspect strategies, in which one must question the amount
of time and effort spent on analyzing feasibility studies. A business
combination of GSB and WCB would result in an immediate increase in shareholder
value for the shareholders of GSB. It would also result in an increase in
shareholder value for shareholders of WCB.
Under section 563(b)(i) of the rules and regulations of the Office of Thrift
Supervision, we cannot make an offer to acquire GSB until after July 9, 2000,
and this letter should not be construed as an offer under
Page 8 of 9 Pages
<PAGE>
such section. If the management of GSB, however, would be receptive to entering
into a business combination with WCB before such time, we are prepared to offer,
subject to the conditions set forth below, $18.00 per share in cash for all of
the outstanding shares of GSB common stock in a merger of GSB and WCB. Such
price would provide GSB's shareholders with a 64% premium over GSB's market
price on April 18, 2000, and would be 123.2% of GSB's tangible book value as of
March 31, 2000. It would also represent 19.2 times GSB's 1999 earnings per
share. We believe that such a price would be considered fair to GSB's
shareholders and would represent a value that we do not believe GSB could
achieve in a reasonable time frame simply by executing its independent business
plan. Such a transaction would, based upon our financial assumptions and
projected cost savings, be accretive to the combined company's earnings per
share during the first year. The transaction would be accounted for as a
purchase transaction. Any offer we would make would be subject to the
performance of customary due diligence by WCB, execution of a definitive merger
agreement, receipt of the required regulatory approvals and the approval by
GSB's shareholders. It would not be contingent upon or require approval by our
shareholders, and we would not be required to raise capital or obtain any other
type of financing in connection with our offer. With cooperation from GSB, we
believe that within a period of a week or two, we could complete our due
diligence of GSB and execute a fully negotiated definitive merger agreement. The
closing for such a transaction could take place during the third or fourth
quarter of 2000.
Keep in mind that any offer we would make would be an all cash transaction for
all of the shares of GSB. The shareholders of GSB therefore would not be subject
to market fluctuations. If during our negotiations and due diligence review
additional value in GSB is demonstrated to us, we may be prepared to increase
the value of our all cash proposal. Also, we would be willing to consider adding
two of GSB's current directors to the combined company's board of directors.
We will be filing an amendment to WCB's Schedule 13D to disclose our changed
intention with respect to the shares of GSB held by WCB.
We would be pleased to meet with GSB's board of directors or representatives
thereof to share our analysis of the proposed transaction. In the event that
GSB's board determines to explore a merger, sale or other business combination
with a third party other than WCB, WCB hereby requests that it be treated no
less favorably than any such third party, including access to confidential
information concerning GSB and the opportunity to submit a proposal.
We believe that an in-market business combination of WCB and GSB would make the
most sense from a financial point of view, would provide additional benefits to
the various communities that both of our institutions serve, and, most
importantly, would produce the greatest value to GSB's shareholders. We look
forward to a favorable response.
Very truly yours,
/s/ Ronald J. Gentile
- -------------------------------------
President and Chief Operating Officer
Warwick Community Bancorp, Inc.
Enclosures
Page 9 of 9 Pages
