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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of l934
GSB Financial Corporation
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(Name of Issuer)
Common Shares, $.01 par value
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(Title of Class of Securities)
362263105_______________________________________________________
Simeon Brinberg (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
____________________May 28, 1998______________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule l3D, and is filing
this schedule because of Rule l3d-l(e), 13d-1 (f) or 13d-1(g), check the
following box / /.
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-l(a) for other
parties to whom copies are to be sent.
Page 1 of 11 Pages
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Page 2 of 11 Pages
Cusip No. 362263105
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l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-2763164
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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
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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
Delaware
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7. SOLE VOTING POWER - 131,570
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 131,570
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 131,570
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12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.85%
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14. TYPE OF
REPORTING PERSON*
PN
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Page 3 of 11 Pages
Item. 1 Security and Issuer.
This statement relates to Common Shares, $.01 par value (the "Common Shares") of
GSB Financial Corporation, a Delaware Corporation (the "Company"). The address
of the principal executive offices of the Company is One South Church, Goshen,
New York, 10924.
Item 2. Identity and Background
(a) This statement is filed by Gould Investors L.P. a limited partnership
organized under Delaware law (the "Partnership"). The general partners of the
Partnership are Fredric H. Gould ("Gould") and Georgetown Partners, Inc., a
Delaware corporation, the managing general partner of the Partnership
("Georgetown").
(b) The address of the principal business and principal office of the
Partnership and Georgetown is 60 Cutter Mill Road, Suite 303, Great Neck, New
York 11021. The business address of Gould and each of the officers of Georgetown
is 60 Cutter Mill Road, Suite 303, Great Neck, New York, 11021.
(c) The Partnership is engaged in the real estate business; it owns and operates
and participates in the ownership and operation of income producing properties.
The Partnership also invests in equity securities of other entities.
Item 2 information with respect to the individual general partner of the
Partnership and the officers and sole director of Georgetown is set forth on
Attachment A, which is incorporated herein by reference.
(d)-(e) During the last five years neither the Partnership, Gould, Georgetown
nor any officer of Georgetown has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is 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.
(f) Gould and each officer of Georgetown is a citizen of the United States of
America. The Partnership and Georgetown are organized under Delaware law.
Item 3. Source and Amount of Funds or Other Consideration
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Page 4 of 11 Pages
As of the date hereof, the Partnership has purchased a total of 131,570 Common
Shares of the Company at an aggregate cost of $2,063,338.63. The funds used to
make these purchases came from the Partnership's working capital. The
Partnership has an availability of approximately $21,000,000 under a margin
account maintained by the Partnership with Salamon SmithBarney. As of the date
hereof there is $2,000,000 outstanding under this facility.
Item 4. Purpose of the Transaction
The Partnership has acquired the Common Shares of the Company as an investment.
The Partnership, subject to availability at prices deemed favorable and subject
to its continuing evaluation of the Company, may purchase additional Common
Shares of the Company in the open market or in privately negotiated
transactions. The Partnership may also in the future determine to sell all or a
portion of the shares owned by it.
Except as described in this Statement, the Partnership (including its general
partners and the officers and sole director of Georgetown) does not have any
plans or proposals that relate to or would result in: (a) the acquisition by any
person of additional shares of the Company or the disposition of any shares of
the Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Company or any
of its subsidiaries; (d) any change in the present Board of Directors or
management of the Company, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, by-laws or instruments corresponding thereto
or other actions which may impede the acquisition or control of the Company by
any person; (h) causing a class of securities of the Company to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)4 of
the Securities Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer
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Page 5 of 11 Pages
(a) The Partnership owns, as of this date, 131,570 Common Shares of the Company,
constituting approximately 5.85% of the 2,248,250 shares of Common Stock
outstanding.
(b) The Partnership has sole voting and dispositive power with respect to the
131,570 Common Shares it beneficially owns.
(c) The following table sets forth transactions in Common Shares of the Company
effected by the Partnership sixty (60) days prior to the event requiring the
filing of this Statement. The shares purchased were open market purchases in the
over-the-counter market.
Date of Purchase Number of Shares Price per Share
5/5/98 2,000 17.4375
5/8/98 3,000 17.50
5/26/98 3,500 17.4375
5/27/98 8,000 17.25
5/28/98 2,500 17.4375
5/29/98 4,000 17.50
6/02/98 6,000 17.4375
6/03/98 9,000 17.6875
Except as set forth herein, the Partnership, its General Partners and officers
of Georgetown, (i) do not own or have any right to acquire, directly or
indirectly, any Common Shares of the Company; and (ii) have not in the past
sixty days effected any transactions in Common Shares of the Company.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among any of the persons listed in Item 2 and between such persons
and any other person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities, finders fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.
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Page 6 of 11 Pages
Item 7. Material to be filed as Exhibits.
None
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Page 7 of 11 Pages
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.
Dated: June 5, 1998
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By s/Simeon Brinberg
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Simeon Brinberg
Senior Vice President
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Page 9 of 11 Pages
ATTACHMENT A
Item 2. Identity and Background
General Partners of Gould Investors, L.P.
Name Position Principal Occupation
- ---- -------- and Address
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Fredric H. Gould General Partner General Partner of Gould Investors
L.P. ("Partnership") and Chairman,
sole stockholder and sole director
of Georgetown Partners, Inc.
("Georgetown"); Chairman of
the Board and Chief Executive
Officer of BRT Realty Trust
("BRT");Chairman of the Board of
One Liberty Properties, Inc. ("One
Liberty"); President, sole
stockholder and sole director of
REIT Management Corp., advisor to
BRT ("REIT"); Real Estate Investor;
all located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Georgetown Partners, Inc. General 60 Cutter Mill Road
Partners Great Neck, NY 11021
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Page 10 of 11 Pages
Executive Officers of Georgetown Partners, Inc. -
Managing General Partner of Gould Investors, L.P.
Name Position Principal Occupation
- ---- -------- and Address
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Fredric H. Gould Chairman See Above
of the Board
Matthew J. Gould President President of Georgetown; President
and Chief Executive Officer of One
Liberty; Vice President of REIT;
Vice President of BRT; all located
at 60 Cutter Mill Road, Great Neck,
NY 11021.
Jeffrey Gould Vice President President and Chief Operating
Officer of BRT; Vice President
of One Liberty; Vice President of
Georgetown; all located at 60
Cutter Mill Road, Great Neck, NY
11021.
Israel Rosenzweig Vice President President of BRT Funding Corp., a
wholly-owned subsidiary of BRT;
Vice President of Georgetown; Vice
President of One Liberty; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Simeon Brinberg Vice President Senior Vice President
and Secretary and Secretary of BRT; Vice
President of One Liberty; Senior
Vice President and Secretary of
Georgetown; all located at 60
Cutter Mill Road, Great Neck, NY
11021.
Page 11 of 11 Pages
David W. Kalish Vice President and Senior Vice President -Finance of
Chief Financial BRT; Vice President and Chief
Officer Financial Officer of One
Liberty, Georgetown and REIT; all
located at 60 Cutter Mill Road,
Great Neck, NY 11021.
Mark H. Lundy Vice President Vice President of
BRT and Georgetown;
Secretary of One
Liberty; all located
at 60 Cutter Mill
Road, Great Neck, NY
11021.
Seth D. Kobay Vice President Vice President and
Treasurer of BRT and
One Liberty; Vice
President of
Georgetown; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
Myron Ginsburg Vice President Vice President of
Georgetown,
60 Cutter Mill Road
Great Neck, NY 11021
Karen Dunleavy Treasurer Vice President,
Financial, One
Liberty; Treasurer,
Georgetown; all
located at 60 Cutter
Mill Road, Great
Neck, NY 11021.
