GS Financial, Inc.
Ticker:GSLA 3798 Veterans Boulevard
Exchange:NASDAQ-National Market Metairle, LA 70002
Industry:Financial (SIC Code 6035) (504) 457-6220

Offering Information
Type of Shares:Common Shares Filing Date:12/26/96
U.S. Shares:3,439,000 Offer Date:3/31/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:3,439,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.24
Offering Amount: $34,390,000 Selling:
Expenses:$450,000 Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Charles Webb & CompanyLead Manager (614) 766-8400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Elias, Matz, Tiernan & Herrick
Bank's Law Firm: Silver, Freedman & Taff
Auditor: Laporte, Sehrt, Romig & Hand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$6.32$4.53$4.77Assets:$86.52
Net Income:$0.87$0.36$0.86Curr Assets:
EPS:Liabilities:$62.70
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$23.82
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Louisiana corporation organized in December 1996 by the Association for the purpose of becoming a unitary holding company of the Association. The company will purchase all of the capital stock of the Association to be issued in the Conversion in exchange for 50% of the net Conversion proceeds and will retain the remaining 50% of the net proceeds as its initial capitalization. Immediately following the Conversion, the only significant assets of the company will be the capital stock of the Association, the company's loan to the ESOP, and the remainder of the net Conversion proceeds retained by the company. the business and management of the company initially will consist primarily of the business and management of the Association. Initially, the company will neither own nor lease any property, but will instead use the premises, equipment and furniture of the Association. At the present time, the company does not intend to employ any persons other than officers of the Association from time to time.

Competition
Guaranty Savings faces significant competition both in attracting deposits and in originating loans. Its most direct competition for deposits has come historically from commercial banks, credit unions, mortgage brokers and other savings institutions located in its primary market area, including many large financial institutions which have greater financial and marketing resources available to them. In addition, Guaranty Savings faces additional significant competition for investors' funds from short-term money market mutual funds and issues of corporate and government securities. Guaranty Savings does not rely upon any individual group or entity for a material portion of its deposits. The Association estimates that its market share of total deposits in Orleans, St. Tammany and Jefferson parishes, Louisiana is less than 1%. Guaranty Savings' competition for real estate loans comes principally from mortgage banking companies, commercial banks, other savings institutions and credit unions. Guaranty Savings competes for loan originations primarily through the interest rates and loan fees it charges, and the efficiency and quality of services it provides borrowers and real estate brokers. Factors which affect competition include general and local economic conditions, current interest rat levels and volatility in the mortgage markets.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase all of the capital stock of the Association to be issued in the Conversion in exchange for 50% of the net Conversion proceeds and will retain the remaining 50% of the net proceeds as its initial capitalization.

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