UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
GS
FINANCIAL CORP.
(Name of
Issuer)
Common
Stock, Par Value $.01 Per Share
(Title of
Class of Securities)
362274 10
2
(CUSIP
Number)
December
31, 2007
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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[X]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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___________________________
1
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
).
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CUSIP
NO. 362274 10 2
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13G/A
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Page 2 of 6
Pages
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1.
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Guaranty
Savings Bank 401(k) Plan
(As
Amended and Restated January 1, 2007)
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[
]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Louisiana
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
144,076
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
144,076
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,076
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[
]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
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12.
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TYPE
OF REPORTING PERSON
EP
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CUSIP
NO. 362274 10 2
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13G/A
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Page 3 of 6
Pages
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Item
1(a).
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Address
of Issuer's Principal Executive Offices:
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GS
Financial Corp.
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Item
1(b).
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Address
of Issuer's Principal Executive Offices:
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3798
Veterans Memorial Boulevard
Metairie, Louisiana 70002
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Item
2(a).
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Name
of Person Filing:
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Guaranty Savings Bank 401(k)
Plan
(As Amended and Restated January 1,
2007) (the "Plan")
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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GS
Financial Corp
3798 Veterans Memorial Boulevard
Metairie, Louisiana 70002
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Item
2(c).
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Citizenship:
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Louisiana
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $.01 per share
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Item
2(e).
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CUSIP
Number:
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362274
10 2
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Item
3.
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If This Statement is Filed Pursuant to Rule
13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing
is
:
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(f)
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[X] An employee
benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F).
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CUSIP
NO. 362274 10 2
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13G/A
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Page 4 of 6
Pages
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned:
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144,076
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(b)
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Percent
of class: 11.2%
(based
on 1,285,800 shares issued and outstanding as of December 31,
2007)
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole power to vote or to direct the
vote
0
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(ii)
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Shared
power to vote or to direct the vote
144,076
__
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(iii)
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Sole power to dispose or to direct the
disposition of
0
_
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(iv)
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Shared power to dispose or to direct the
disposition of
144,076
_
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The
reporting person is an employee benefit plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended, with individual
accounts for the benefit of participating employees and their
beneficiaries. The reporting person's assets are held in
trust. The trustees of the Plan trust are Stephen E. Wessel, Bruce A.
Scott and Mitzi H. Still ("Plan Trustees"). The number of shares
listed as beneficially owned represents all of the shares of Common Stock held
by the Plan, as of December 31, 2007. As of December 31, 2007 all
144,076 shares of Common Stock beneficially owned by the Plan were allocated to
individual accounts established for participating employees and their
beneficiaries, 893 of such shares were held under 401(k) provisions of the Plan
and 143,183 of such shares were held under the ESOP provisions of the
Plan.
In
general, participating employees have the power and authority to direct the
voting of shares of Common Stock allocated to their individual accounts through
the Plan Trustees, who have shared voting power over the allocated shares of
Common Stock. As of December 31, 2007, there were no unallocated
shares held in the Plan.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable since the reporting entity owns more than 5% of the
class.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Participants
in the ESOP are entitled to receive dividends on, and the proceeds from, the
sale of the shares allocated to their accounts.
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CUSIP
NO. 362274 10 2
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13G/A
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Page 5 of 6
Pages
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable since the reporting entity is not a member of a group.
Item
9.
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Notice
of Dissolution of Group.
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Not
applicable since the reporting entity is not a member of a group.
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CUSIP
NO. 362274 10 2
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13G/A
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Page 6 of 6
Pages
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
This
report is not an admission that the Plan Trustees are the beneficial owners of
any securities covered by this report, and the Plan Trustees expressly disclaim
beneficial ownership of all shares reported herein pursuant to Rule
13d-4.
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Guaranty
Savings Bank 401(k) Plan
(As
Amended and Restated January 1, 2007)
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February
11, 2008
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By:
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/s/Stephen
E. Wessel
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Stephen
E. Wessel, Trustee
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February
11, 2008
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By:
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/s/Bruce
A. Scott
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Bruce
A. Scott, Trustee
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February
11, 2008
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By:
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/s/Mitzi
H. Still
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Mitzi
H. Still, Trustee
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