UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
GSB FINANCIAL CORPORATION
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(Name of Subject Company)
GSB FINANCIAL CORPORATION
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(Name of Person Filing Statement)
Common Stock
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(Title of Class of Securities)
362263105
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(CUSIP Number of Class of Securities)
Stephen W. Dederick
c/o GSB Financial Corporation
One South Church Street
Goshen, NY 10924
(914) 294-6151
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(Name, address and telephone numbers of person authorized to receive
notices and communications made before the commencement of a tender offer)
[X] Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Item 1, 2, 3, 4, 5, 6, 7, 8.
Not applicable pursuant to General Instruction A to Schedule 14D-9.
Item 9. Exhibits.
Annexed hereto as Exhibit 99.1 is a press release of GSB Financial
Corporation released on April 20, 2000.
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Exhibit 99.1
GSB FINANCIAL CORPORATION
PROVIDES INTERIM STATEMENT REGARDING
WARWICK COMMUNITY BANCORP OVERTURE
Goshen, New York April 20, 2000.
The Board of Directors of GSB Financial Corporation (NASDAQ: GOSB) met yesterday
and this morning to review a letter of Warwick Community Bancorp (NASDAQ: WSBI)
which includes an implied offer to acquire GSB Financial for $18.00 per share.
The Board has not yet completed its analysis of the transaction which Warwick
proposes. However, the Board has authorized this interim statement to allow for
the prompt public dissemination of information about GSB Financial.
GSB has met with Warwick in the past to discuss the possibility of a strategic
combination. Subsequent to those meetings, the GSB Board determined that a
strategic combination with Warwick was not in the best interest of GSB clients,
the Goshen community, or GSB stockholders. The GSB Board had specific concerns
regarding the past operating performance of Warwick and the strategic direction
of their franchise as compared to the improving performance of GSB.
Warwick's letter appears part of a campaign to mislead GSB's stockholders by
commenting adversely on GSB's performance, strategy and expertise. GSB believes
that the facts establish otherwise, and GSB asks all of its stockholders not to
over-react to Warwick's letter. GSB believes that Warwick's campaign may be an
attempt to mislead GSB stockholders into undervaluing GSB stock and supporting a
quick sale to Warwick.
The Board notes that the recent performance of GSB Financial is substantially
superior to the performance of Warwick. These are the facts:
AT OR FOR THE YEAR ENDED DECEMBER 31, 1999
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GSB FINANCIAL WARWICK
Earnings Per Share $0.94 $0.57
Return on Average Assets 1.10% 0.62%
Book Value Per Share $14.39 $13.18
Efficiency Ratio
(lower is better) 58.09% 76.70%
The GSB Board wants its stockholders to know that GSB is on the right track
towards even greater profitability and improved shareholder value. GSB
Financial's Board will evaluate all possible alternatives available to the
Company in discharging the Board's duties to the Company. This evaluation will
be conducted in consultation with its legal counsel and its investment banker,
Tucker Anthony Cleary Gull.
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<PAGE>
As GSB completes its evaluation of the Warwick situation and all other
alternatives available to GSB, GSB asks its stockholders to withhold judgment
and not be misled by Warwick's statements.
This press release contains forward-looking statements consisting of comments
upon or predictions regarding future events, circumstances and expectations. The
forward-looking statements are made based upon numerous assumptions regarding
future circumstances. These include assumptions regarding future conditions in
the stock markets, future interest rate conditions, economic conditions
generally, customer demand, shifting competitive pressures and changes in
Federal Reserve or other government policies. GSB cautions readers not to place
undue reliance upon any forward-looking statements. Forward-looking statements
speak only as of the date made and GSB assumes no obligation to update or revise
any such statements upon any change in applicable circumstances.
IMPORTANT NOTICE: Please read GSB Financial's recommendation statement when it
becomes available because it will contain important information. The Statement
will be available on the Securities and Exchange Commission Web Site at
www.sec.gov as part of the EDGAR database. GSB Financial will also provide a
copy for free upon request by any stockholder.
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