UNITED STATES
SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended Commission File No. 333-48825-01
September 30, 1998
GUARANTY CAPITAL TRUST I
Delaware 54-6422391
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1658 State Farm Blvd., Charlottesville, VA 22911
(Address of Principal Executive Office)
(804) 970-1100
(Registrant's Telephone Number, Including Area Code)
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 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 ___ (not subject to filing requirements for the
past 90 days).
As of November 16, 1998, the Registrant had 8,537 shares of its Common
Stock outstanding.
* This Form 10-QSB also covers 276,000 shares of the Registrant's $1.75
Convertible Preferred Securities, which were registered under the Securities Act
of 1933, as amended, pursuant to a registration statement declared effective on
April 29, 1998.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements. (See Note Below)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Guaranty 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 November 21, 1997. The Trust exists for the exclusive
purposes of (i) issuing and selling trust securities consisting of $1.75
Convertible Preferred Securities (the "Preferred Securities") and common
securities (the "Common Securities," and together with the Preferred 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 Guaranty Financial Corporation, a Virginia corporation (the "Corporation"),
and (iii) engaging in only those other activities necessary, advisable or
incidental thereto. The Trust's sole assets are $7,113,425 principal amount of
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 $6,900,000 aggregate liquidation amount of Preferred Securities,
which were initially held by 38 security holders, and by $213,425 aggregate
liquidation amount of Common Securities, all of which are held by the
Corporation, as of May 5, 1998. 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. Each Preferred Security is
convertible into a number of shares of the Corporation's common stock, $1.25 par
value, which trades on The Nasdaq National Market under the symbol "GSLC," at
the option of the holder at any time prior to repayment of the Preferred
Security either at redemption or maturity, and subject to the Corporation's
right to terminate the convertibility of the Preferred Securities.
On May 5, 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 Preferred 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 Preferred Securities.
2
<PAGE>
NOTE: 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-QSB. For
further information concerning the Corporation, including financial statements
and other financial information, see the Corporation's Annual Report on Form
10-KSB for the year ended December 31, 1997, and the Corporation's Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998, as filed with the Securities and Exchange Commission, copies
of which may be obtained from the Corporate Secretary of the Corporation at 1658
State Farm Boulevard, Charlottesville, Virginia 22911.
3
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
4.1 Certificate of Trust (incorporated by reference to Exhibit 4.1
of the Registration Statement of the Trust on Form S-1 (Nos.
333-48825 and 333-48825-01)).
4.2 Trust Agreement between Guaranty Financial Corporation and
Wilmington Trust Company, as Trustee (incorporated by
reference to Exhibit 4.2 of the Registration Statement of the
Trust on Form S-1 (Nos. 333-48825 and 333-48825-01)).
4.3 Form of Amended and Restated Declaration of Trust
(incorporated by reference to Exhibit 4.3 of the Registration
Statement of the Trust on Form S-1 (Nos. 333-48825 and
333-48825-01)).
4.4 Form of Junior Subordinated Indenture between Guaranty
Financial Corporation and Wilmington Trust Company, as Trustee
(incorporated by reference to Exhibit 4.4 of the Registration
Statement of the Trust on Form S-1 (Nos. 333-48825 and
333-48825-01)).
4.5 Form of Convertible Preferred Security (included in Exhibit
4.3 above).
4.6 Form of Junior Subordinated Debt Security (included in Exhibit
4.4 above).
4.7 Form of Guarantee Agreement with respect to Trust Securities
issued by the Trust (incorporated by reference to Exhibit 4.7
of the Registration Statement of the Trust on Form S-1 (Nos.
333-48825 and 333-48825-01)).
4
<PAGE>
(b) Reports on Form 8-K.
None.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be singed on its behalf by
the undersigned thereunto duly authorized.
GUARANTY CAPITAL TRUST I
(Registrant)
Date: November 23, 1998 By: /s/ Vincent B. McNelley
----------------------------------------
Name: Vincent B. McNelley
Title: Administrative Trustee
(as principal financial officer
and on behalf of the Registrant)
6
