FOR IMMEDIATE RELEASE Contact: Bruce A. Scott
EXHIBIT
99.1
|
FOR
IMMEDIATE RELEASE
|
Contact: Xxxxx
X. Xxxxx
|
|
(000)
000-0000
|
GS
FINANCIAL CORP. AND SHAREHOLDER GROUP ENTER INTO
AGREEMENT
Metairie, Louisiana,
April 6, 2009 – GS Financial Corp. (Nasdaq: GSLA) (the "Company") and its wholly
owned subsidiary, Guaranty Savings Bank (the "Bank") have entered into a
Shareholder Agreement (the "Agreement") with Xxxxxx X. Xxxxxx, Xxxxx Qualified
Partners, LLC, FJ Capital Long/Short Equity Fund LLC and Xxxxxx X. Xxxxxxxx
(collectively, the "Shareholders" and individually, a
"Shareholder").
Under the
terms of the Agreement, the Shareholders have, among other things, withdrawn
their nominations of three directors to the Board of Directors of the Company
(the "Board") and agreed to amend their Schedule 13D previously filed with the
Securities and Exchange Commission. In accordance with the terms of
the Agreement, the Company and the Bank, among other things, have appointed Xx.
Xxxxxx Xxxxxxxx to serve as a director of the Company, and the Company has
agreed to elect him as a director of the Bank, in each case for a two-year term
expiring in 2011. Xx. Xxxxxxxx also has been appointed to the
Company's Audit Committee and Compensation Committee. The Agreement
also provides, among other things, that the Shareholders will not propose or
seek to effect a merger or sale of the Company, propose or support any nominee
for election as a director to the Company's Board other than those recommended
by the Board, initiate litigation against the Company, solicit proxies in
opposition to any recommendations or proposals of the Company’s Board of
Directors or seek to exercise any control or influence over the Company’s
management, other than Xx. Xxxxxxxx in his capacity as a
director. The Shareholders also have agreed not to make any
statements that reflect negatively on the Company or the Bank.
GS Financial
Corp. is the holding company for Guaranty Savings Bank, a federally chartered
savings bank. The Bank conducts business from its headquarters and
main office in Metairie, Louisiana, as well as four additional full-service
branch offices and one loan production office. At December 31, 2008,
the Company had total assets of $221.9 million, total liabilities of $194.3
million and stockholders' equity of $27.6 million.
Statements contained
in this news release which are not historical facts may be forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts. They
often include words like “believe,” “expect,” “anticipate,” “estimate” and
“intend” or future or conditional verbs such as “will,” “would,” “should,”
“could” or “may.” Forward-looking statements, by their nature, are
subject to risks and uncertainties. A number of factors, many of
which are beyond the Company's control, could cause actual conditions, events or
results to differ significantly from those described in the forward-looking
statements. The Company's reports filed from time-to-time with the
Securities and Exchange Commission describe some of these factors, including
general economic conditions, the continuing effects of Hurricane Xxxxxxx on the
greater New Orleans area, changes in interest rates, risks of lending
activities, interest rate risks, changes in competition, fiscal and monetary
policies and legislation and regulatory changes. Investors are
encouraged to access the Company's periodic reports filed with the Securities
and Exchange Commission for financial and business information regarding the
Company at xxx.xxxxxxxxxxxxxxx.xxx
under the Investor Relations menu. We undertake no obligation to update any
forward-looking statements.
