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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D/A
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(Rule
13d-101)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
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(Amendment
No. 1)*
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GS
FINANCIAL CORP.
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(Name
of Issuer)
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COMMON
STOCK, $.01 PAR VALUE PER SHARE
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(Title
of Class of Securities)
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362274 10
2
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(CUSIP
Number)
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Donald
C. Scott
8601
Carriage Road
River
Ridge, Louisiana 70123
(504)
738-3866
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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October
15, 2007
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(Date
of Event which Requires Filing of this
Statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of Rule §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
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Note: Schedules
filed in paper format shall include a signed original and five copies
of
the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
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The
information required on 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 (the “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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Page
1 of
5 Pages
____________________
* 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
disclosures provided in a prior cover page.
The
information required on 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
(the "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).
CUSIP
No. 362274 10
2
13D/A
Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Donald
C. Scott
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
[ ]
TO
ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
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7
SOLE
VOTING POWER
83,235
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8
SHARED
VOTING POWER
1,000
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9
SOLE
DISPOSITIVE POWER
83,235
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10
SHARED
DISPOSITIVE POWER
1,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,235
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE
OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP
No.
362274 10
2
13D/A
Page 3 of 5 Pages
AMENDMENT
NO. 1 TO SCHEDULE 13D
This
Amendment No. 1 to Schedule 13D is filed by Donald C. Scott ("Reporting
Person"), as an amendment to the Statement on Schedule 13D (the "Statement")
relating to the shares of common stock, par value $.01 per share ("Common
Stock") of GS Financial Corp. (the "Issuer") filed with the Securities and
Exchange Commission. The Statement is hereby amended as
follows:
Item
2. Identity and Background.
(a) Donald
C. Scott.
(b) The
Reporting Person's business address is 8601 Carriage Road, River Ridge,
Louisiana 70123.
(c) The
Reporting Person is a member of the Board of Directors of the Issuer, but is
no
longer President and Chief Executive Officer of the Issuer. The
Issuer’s name and address are as provided in Item 1.
(d) The
Reporting Person has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The
Reporting Person has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or a finding of any violation with respect
to such laws.
(f) The
Reporting Person is a United States citizen.
Item
3. Source and Amount of Funds or Other
Consideration.
On
October 15, 2007, the Reporting
Person exercised options to acquire 30,000 shares of Common Stock, which options
previously had been granted to the Reporting Person pursuant to the Issuer's
1997 Stock Option Plan, for an aggregate exercise price of
$515,625. The Reporting Person beneficially owns 83,235 shares of
Common Stock held directly, which includes 48,315 shares held in his individual
retirement account ("IRA"). The Reporting Person’s spouse owns 1,000
shares of Common Stock. All purchases pursuant to the exercise of
options on October 15, 2007, by the Reporting Person were made with personal
funds.
Item
4. Purpose of Transaction.
The
Reporting Person is presently a
Director of the Issuer. As a Director of the Issuer, the Reporting
Person intends to continue to participate in the management of the
Issuer. The Reporting Person believes that the shares of Common Stock
are an attractive investment and purchased the shares of Common Stock for
investment purposes and not for the purpose of influencing the management of
the
Issuer or exercising control. The Reporting Person does not intend to
obtain control of the Issuer.
The
Reporting Person currently has no
plans or proposals (excluding action which may be taken or proposed to be taken
by the Board of Directors of which the Reporting Person is a member) which
relate to or would result in (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management
of
the issuer, including any plans or proposals to change the number or term
of
CUSIP
No.
362274 10
2
13D/A
Page 4 of 5 Pages
directors
or to fill any existing vacancies on the Board; (e) any material change in
the
present capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class
of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated
above.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person beneficially owns 84,235 shares of Common Stock which
represents approximately 6.7% of the outstanding shares of Common Stock (based
upon 1,264,453 shares issued and outstanding).
(b) The
Reporting Person has sole voting and dispositive power with respect to 83,325
shares of Common Stock which includes 48,315 shares of Common Stock which are
held in his IRA. The Reporting Person has shared voting and
dispositive power with respect to 1,000 shares of Common Stock deemed
beneficially owned by his spouse.
(c) The
Reporting Person effected the following transaction in the Issuer's securities
during the last 60 days.
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Title
of Security
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Nature
of Ownership
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Transaction
Date
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Number
of Shares
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Price
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Transaction
Type
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Common
Stock
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Direct
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October
15, 2007
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30,000
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$17.1875
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Option
Exercise
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(d) Not
Applicable.
(e) Not
Applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
Reporting Person is not a party to
any contract, arrangement, understanding or relationship (legal or otherwise)
with respect to any securities of the Issuer. The Reporting Person is
a Director of the Issuer and has in the past and intends in the future to
exercise his vote and to serve the Issuer as a Director in an independent
manner, and to vote his shares of Common Stock individually, in the best
interest of shareholders, and not pursuant to any understanding, arrangement
or
agreement with any other persons.
CUSIP
No.
362274 10
2
13D/A
Page 5 of 5 Pages
Signatures
After
reasonable inquiry and to the
best of the knowledge and belief of the undersigned, the undersigned certifies
that the information set forth in this Amendment No. 1 to Statement on Schedule
13D is true, complete and correct.
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/s/Donald
C. Scott
Donald
C. Scott
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Date:
November 9, 2007
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