GOV DEF 14A proxy out:
secinfo.com
QUESTIONS AND ANSWERS ABOUT THE
SPLIT TRANSACTION AND THE SPECIAL MEETING
Q:
What is the date, time and place of the special meeting?
A:
The special meeting of our shareholders will be held on Thursday, September 25, 2008, at 3:00 p.m., local time, in the Boardroom of Gouverneur Savings & Loan Association, 20 John Street, Gouverneur, New York.
Q:
What is the proposed split transaction?
A:
We are proposing that our shareholders approve a reverse 1-for-100 stock split followed immediately by a forward 100-for-1 stock split of our outstanding common stock.
The purpose of the split transaction is to allow us to suspend our SEC-reporting obligations (referred to as “going private”) by reducing the number of our shareholders of record to fewer than 300. This will allow us to terminate the registration of our common stock under the Securities Exchange Act of 1934 (the “Exchange Act”), and relieve us of the costs typically associated with the preparation and filing of reports and other documents with the SEC.
Q:
What does it mean for the Company and our shareholders that the Company will no longer be a public company and subject to federal securities laws reporting obligations?
A:
We will no longer be required to file reports with the SEC, including annual, quarterly and periodic reports. This will greatly reduce the amount of information that is publicly available about the Company and will eliminate certain corporate governance safeguards resulting from the Sarbanes-Oxley Act, such as the requirements for an audited report on our internal controls and for our CEO and CFO to certify as to the accuracy of our disclosures, and disclosure requirements relating to our audit committee composition, code of ethics and director nomination process. We do, however, intend to continue to have our financial statements audited and to send shareholders an annual report. Additionally, beginning 90 days after the effective date of the split transaction, our executive officers and directors will no longer be subject to many of the reporting requirements and restrictions of the Exchange Act, including the reporting and short-swing profit provisions of Section 16, and information about their compensation and stock ownership will not be publicly available.
Q:
What will I receive in the split transaction?
A:
If you are the registered owner of fewer than 100 shares of our common stock on the date of the reverse stock split, you will receive $10.00 in cash from us for each pre-split share you own. If you are the registered owner of 100 or more shares of our common stock on the date of the reverse stock split, you will not receive any cash payment for your shares in connection with the split transaction and will continue to hold the same number of shares of our common stock as you did before the split transaction.
Q:
Why is 100 shares the “cutoff” number for determining which shareholders will be cashed out and which shareholders will remain as shareholders of the Company?
A:
The purpose of the split transaction is to reduce the number of our shareholders of record to fewer than 300, which will allow us to de-register as an SEC-reporting company. Our Board selected 100 shares as the “cutoff” number in order to enhance the probability that after the split transaction we will have fewer than 300 shareholders of record.
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Q:
May I buy additional shares in order to remain a shareholder of the Company?
A:
Yes. The key date for acquiring additional shares is September 25, 2008. So long as you are able to acquire a sufficient number of shares so that you are the registered owner of 100 or more shares by Thursday, September 25, 2008, your shares of common stock will not be cashed out by the split transaction. Please note, however, that there is a limited trading market for the Company’s common stock.
Q:
What if I hold my shares in “street name”?
A:
The split transaction will be effected at the registered shareholder level. This means that we will look at the number of shares registered in the name of a single holder as that name appears in the Company’s records to determine if that holder’s shares will be cashed out. With respect to shares held in “street name,” because it is likely that your brokerage firm holds 100 or more total shares registered in nominee name, you are not likely to be cashed out, even if you beneficially own fewer than 100 shares. If you hold shares in “street name,” you should talk to your broker, nominee or agent to determine how the split transaction will affect you.
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