SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material pursuant to Rule 14a-12
GFSB BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
GFSB BANCORP, INC.
GALLUP FEDERAL SAVINGS BANK
EMPLOYEE MEETING
TO ANNOUNCE MERGER
Speaker: _______________:
Thank you for coming to this meeting on such short notice. We would like to
briefly discuss the proposed merger of GFSB Bancorp and Gallup Federal Savings
Bank with First Federal Banc of the Southwest, Inc. and First Federal Bank of
Rosewell that is being announced today. Such merger will be voted on by the GFSB
stockholders and the First Federal stockholders at meetings of shareholders to
be held later this year.
The Merger Agreement provides that our Company and Bank will merge with
First Federal Banc of the Southwest and First Federal Bank of Rosewell. Each
share of GFSB stock will be exchanged for the right to receive $20.00 in cash or
First Federal stock, subject to total limits of 51% stock and 49% cash for all
shareholders as a group. This exchange for GFSB stock includes each share of
stock that you may own personally or through an IRA, or as a participant in our
ESOP.
Our employees will receive credit for service with our Bank for purposes of
participation, vesting and future benefit accrual under the benefit plans of
First Federal after the merger. Your benefits under our ESOP plan will be
immediately vested as of the merger date.
We expect that many of you are wondering how this merger will affect you
personally. At a later date, we will work with First Federal to discuss any
changes that may occur in our benefits programs and employee policies. First
Federal does wish to retain the skills, experience and trust of our employees
and build upon our platform of operations while expanding our customer base in
our market areas.
We anticipate that the merger will be completed during early 2005. Between
now and then, we will work together towards an orderly transition, and we will
all learn about how certain things will remain unchanged, or how certain things
will change. Each of us has an important role in maintaining the business of our
bank, and in helping our customers understand the overall benefits of the
merger. It is our goal and responsibility to continue the business of our bank,
and to assist our customers during the transition period so that they continue
to receive the services and benefits from us that they expect and depend on. It
is our goal and to our advantage that we continue to serve and retain our
customers and to continue and maintain our profitable business.
During the next few months, we will all learn more about the transition
process. I would encourage you to ask your supervisor or management if you have
any questions. We also expect First Federal to provide us with more detailed
information at a later date. For now, we wanted to share this exciting news with
you. Again, thank you for your trust and service.