SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 333-48825-01
GUARANTY CAPITAL TRUST I
(Name of Small Business Issuer in its Charter)
Delaware 54-6422391
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1658 State Farm Boulevard 22911
Charlottesville, Virginia (Zip Code)
(Address of Principal Executive Offices)
(804) 970-1100
(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:
None
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes _X_ No ___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
The issuer's gross income for its most recent fiscal year: N/A
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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, 1998: N/A
The number of outstanding shares of Common Stock as of March 26, 1999
was 8,537.
* This Form 10-KSB 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.
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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.
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-KSB. 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, 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.
The following documents are exhibits to this report:
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)).
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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)).
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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.
GUARANTY CAPITAL TRUST I
Date: March 31, 1999 By:/s/ Thomas P. Baker
-------------------------------------------
Thomas P. Baker
Administrative Trustee
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EXHIBIT INDEX
Number Document
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)).
