UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 7, 2005
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GS Financial Corp.
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(Exact name of registrant as specified in its charter)
Louisiana 000-22269 72-1341014
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3798 Veterans Memorial Blvd, Metairie, Louisiana 70002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 457-6220
__________________________
Not Applicable
______________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 240.14d-2(b))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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On January 7, 2005, GS Financial Corp. (the "Company") and
its wholly owned subsidiary, Guaranty Savings and Homestead
Association (the "Association"), entered into an Early Retirement
and Consulting Agreement (the "Agreement") pursuant to which
Donald C. Scott retired from his positions as President and Chief
Executive Officer of the Company and the Association effective as
of January 7, 2005. Mr. Donald Scott will continue to serve as
Chairman of the Board of the Company and the Association through
the Company's 2005 Annual Meeting of Shareholders and will
continue as a director of the Company and the Association for the
remainder of his current term as a director in the class of 2007.
Mr. Scott also has agreed to provide certain consulting services
for a period of three years. The Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement
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By the terms of the Agreement, Mr. Donald Scott's employment
agreement with both the Company and the Association, dated as of
February 13, 1997, was terminated.
The terms of Mr. Donald Scott's employment agreement are
incorporated herein by reference from the Company's Registration
Statement on Form SB-2 (Registration number 333-18841) filed by
the Company with the SEC on December 26, 1996, as subsequently
amended, which can be found on the website of the SEC at
www.sec.gov.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
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As of January 7, 2005, Donald C. Scott retired from his
positions as President and Chief Executive Officer of the Company
and the Association. A copy of the press release announcing Mr.
Donald Scott's retirement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit No. Description
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10.1 Early Retirement and Consulting Agreement
by and among GS Financial Corp., Guaranty
Savings and Homestead Association and
Donald C. Scott
99.1 Press Release, dated January 7, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GS FINANCIAL CORP.
By: /s/ Bruce A. Scott
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Bruce A. Scott
Executive Vice President
Date: January 7, 2005
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