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Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 2
to
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
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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)
June 22, 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 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 4 Pages
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Page 2 of 4 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 - 198,570
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 198,570
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 198,570
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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)
8.83%
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14. TYPE OF
REPORTING PERSON*
PN
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Page 3 of 4 Pages
This amendment amends and supplements Schedule 13D dated June 5, 1998,
as amended by Amendment No.1. Except as amended by this amendment there has been
no change in the information previously reported on Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership has purchased a total of 198,570 Common
Shares of the Company at an aggregate cost of $3,211,292.93. 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 Smith Barney. As of the date
hereof there is approximately $15,000,000 outstanding under this facility.
Item 5. Interest in Securities of the Issuer
(a) The Partnership owns, as of this date, 198,570 Common Shares of the
Company, constituting approximately 8.83% of the Common Shares outstanding.
(b) The Partnership has sole voting and dispositive power with respect to the
198,570 Common Shares it beneficially owns.
(c) The following table sets forth transactions in Common Shares of the Company
effected by the Partnership since Amendment No. 1 to Schedule 13D dated June 10,
1998 was filed. The shares purchased were open market purchases in the
over-the-counter market.
Date of Purchase Number of Shares Price per Share
6/10/98 5,000 17.125
6/19/98 14,000 17.0625
6/22/98 5,000 17.0625
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Page 4 of 4 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment to the statement is true,
complete and correct.
Dated: June 24, 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
