SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 333-37917-01
HIGHLANDS CAPITAL TRUST I
(Name of Small Business Issuer in its Charter)
Delaware Pending
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
340 West Main Street
Abingdon, Virginia 24210
(Address of Principal Executive Offices) (Zip Code)
(540) 628-9181
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None n/a
Securities registered under Section 12(g) of the Exchange Act:
$2.3125 Capital Securities
(Liquidation Amount $25.00 per Capital Security)
and the Guarantee with respect thereto
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes __X__ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
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The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average of the closing bid and asked prices of such
stock as of December 31, 1999: N/A
The number of outstanding shares of Common Stock as of December 31,
1999 was 9,000.
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Highlands Capital Trust I (the "Trust") is a statutory business trust
formed under the Delaware Business Trust Act, as amended, pursuant to a trust
agreement, as amended by an amended and restated declaration of trust (the
"Declaration"), and the filing of a certificate of trust with the Delaware
Secretary of State on October 3, 1997. The Trust exists for the exclusive
purposes of (i) issuing and selling trust securities consisting of $2.3125
Capital Securities (the "Capital Securities") and common securities (the "Common
Securities," and together with the Capital Securities, the "Trust Securities"),
representing undivided beneficial ownership interests in the assets of the
Trust, (ii) investing the proceeds from such issuance in Junior Subordinated
Debt Securities (the "Junior Subordinated Debt Securities") of Highlands
Bankshares, Inc., a Virginia corporation (the "Corporation"), and (iii) engaging
in only those other activities necessary, advisable or incidental thereto. The
Trust's sole assets are $7,725,000 representing the principal amount of the
Junior Subordinated Debt Securities, and payments under the Junior Subordinated
Debt Securities are the sole revenues of the Trust. Ownership of the Trust is
evidenced by $225,000 aggregate liquidation amount of Common Securities, all of
which are held by the Corporation, and by $7,500,000 aggregate liquidation
amount of Capital Securities. The Trust makes distributions on the Trust
Securities to the extent it receives distributions from the Corporation on the
Junior Subordinated Debt Securities. Distributions on the Trust Securities are
guaranteed by the Corporation, but only to the extent that the Trust has
available funds to pay such distributions.
On January 21, 1998, the Trust invested the proceeds from the sale and
issuance of the Trust Securities in the Junior Subordinated Debt Securities. The
Trust's ability to pay distributions to the holders of the Capital Securities is
dependent on its receipt of distributions on the Junior Subordinated Debt
Securities from the Corporation. Therefore, upon the receipt by the Trust of
payments from the Corporation, the Trust will pass through such payments to the
holders of the Capital Securities.
Because the Trust is a special purpose financing entity with no
separate business operations and the only assets of the Trust are the Junior
Subordinated Debt Securities, the Trust does not believe that financial
statements for the Trust are meaningful. Accordingly, financial statements and
related financial information have not been included in this Form 10-K. For
further information concerning the Corporation, including financial statements
and other financial information, see the Corporation's Annual Report on Form
10-K for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission, copies of which may be obtained from the Corporate
Secretary of the Corporation at 340 West Main Street, Abingdon, Virginia 24210.
The following documents are exhibits to this report:
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Corporation's and Trust's Registration Statement on Form
S-2, Registration Nos. 333-37917 and 333-37917-01 (the "Form
S-2"), and incorporated herein by reference.
4.2 Form of Amended and Restated Declaration of Trust of the
Trust, included as Exhibit 4.2 to the Form S-2, and
incorporated herein by reference.
4.3 Form of Junior Subordinated Indenture between the Corporation
and Wilmington Trust Company, as Trustee, included as Exhibit
4.3 to the Form S-2, and incorporated herein by reference.
4.4 Form of Capital Security, included in Exhibit 4.2 to the Form
S-2, and incorporated herein by reference.
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4.5 Form of Junior Subordinated Debt Security, included in Exhibit
4.3 to the Form S-2, and incorporated herein by reference.
4.6 Form of Guarantee Agreement with respect to the Trust
Securities issued by the Trust, included as Exhibit 4.6 to the
Form S-2, and incorporated herein by reference.
4.7 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Corporation and Wilmington Trust Company, included
in Exhibit 4.7 to the Form S-2, and incorporated herein by
reference.
4.8 Trust Agreement between the Corporation and Wilmington Trust
Company, included as Exhibit 4.8 to the Form S-2, and
incorporated herein by reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HIGHLANDS CAPITAL TRUST I
Dated: March 30, 2000 By: /s/ Samuel L. Neese
--------------------------
Samuel L. Neese
Administrative Trustee
Dated: March 30, 2000 By: /s/ James T. Riffe
--------------------------
James T. Riffe
Administrative Trustee
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EXHIBIT INDEX
Number Document
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4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to
the Corporation's and Trust's Registration Statement on Form
S-2, Registration Nos. 333-37917 and 333-37917-01 (the "Form
S-2"), and incorporated herein by reference.
4.2 Form of Amended and Restated Declaration of Trust of the
Trust, included as Exhibit 4.2 to the Form S-2, and
incorporated herein by reference.
4.3 Form of Junior Subordinated Indenture between the Corporation
and Wilmington Trust Company, as Trustee, included as Exhibit
4.3 to the Form S-2, and incorporated herein by reference.
4.4 Form of Capital Security, included in Exhibit 4.2 to the Form
S-2, and incorporated herein by reference.
4.5 Form of Junior Subordinated Debt Security, included in Exhibit
4.3 to the Form S-2, and incorporated herein by reference.
4.6 Form of Guarantee Agreement with respect to the Trust
Securities issued by the Trust, included as Exhibit 4.6 to the
Form S-2, and incorporated herein by reference.
4.7 Form of Escrow Agreement among McKinnon & Company, Inc., the
Trust, the Corporation and Wilmington Trust Company, included
in Exhibit 4.7 to the Form S-2, and incorporated herein by
reference.
4.8 Trust Agreement between the Corporation and Wilmington Trust
Company, included as Exhibit 4.8 to the Form S-2, and
incorporated herein by reference.
