GSB Financial Corporation
Ticker:GOSB One South Chirch Street
Exchange:NASDAQ-National Market Goshen, NY 10924
Industry:Financial (SIC Code 6035) (914) 294-6151

Offering Information
Type of Shares:Common Shares Filing Date:3/19/97
U.S. Shares:2,248,000 Offer Date:7/9/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:2,248,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:
Offering Amount: $22,480,000 Selling:
Expenses: - Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Capital Resources, Inc.Lead Manager (202) 466-5685

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Serchuk & Zelemyer
Bank's Law Firm: Malizia, Spidi, Sloane & Fisch
Auditor: Nugent & Haeussler

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 12/31/96 12/31/95 12/31/96
Revenue:$6.72$1.84$1.71Assets:$96.97
Net Income:$0.56$0.29$0.10Curr Assets:
EPS:Liabilities:$84.86
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$1.30Equity:$12.11
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Delaware corporation recently organized by the Bank to own all of the capital stock of the Bank to be issued in the Conversion. Immediately after the Conversion, the only significant assets of the company will be 1) the capital stock of the Bank, 2) the loan that the company intends to make to the ESOP and 3) part of the net proceeds from the sale of the company's stock. The net proceeds from the sale of the Common Stock in the Offerings are estimated to be from $13,679,000 to $18,685,000, subject to a possible increase to $21,564,000 in the event of an increase of up to 15% in the Common Stock to be issued in the Conversion. The company will buy all the stock to be issued by the Bank in the Conversion for a price equal to 50% of the net proceeds. The remaining net proceeds will be retained by the company and used for general corporate purposes. The portion of net proceeds received by the Bank from the company will be added to the Bank's general funds which the Bank currently intends to utilize for general corporate purposes.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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