SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File Number: 000-23113
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM
THAT OF THE ISSUER NAMED BELOW:
GUARANTY BANCSHARES, INC. EMPLOYEE
STOCK OWNERSHIP PLAN (WITH 401(K) PROVISIONS)
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
GUARANTY BANCSHARES, INC.
100 WEST ARKANSAS
MOUNT PLEASANT, TEXAS 75455
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
INDEX
PAGE
--------
Independent Auditor's Report 1
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and December 31, 1996 2-3
Statements of Changes in Net Assets Available for Plan Benefits
For the years ended December 31, 1997 and December 31, 1996 4-5
Notes to Financial Statements
For the years ended December 31, 1997 and December 31, 1996 6-11
Supplemental Schedule of Assets Held for Investment Purposes 13
Supplemental Schedule of Reportable Transactions 14
<PAGE>
[ARNOLD, WALKER, ARNOLD & CO., P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Administrator of the
Guaranty Bancshares, Inc.
Employee Stock Ownership Plan
with 401 (k) Provisions
We were engaged to audit the accompanying financial statements and supplemental
schedules of the Guaranty Bancshares, Inc. Employee Stock Ownership Plan with
401 (k) Provisions (the "Plan") as of December 31, 1997, and 1996, and for the
years then ended, as listed in the accompanying index. These financial
statements and supplemental schedules are the responsibility of the Plan's
management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 ("ERISA"), the plan administrator instructed us not to
perform, and we did not perform, any auditing procedures with respect to the
information summarized in Note 6, which was certified by the Guaranty Bank Trust
Department, the asset custodian of the Plan, except for comparing such
information with the related information included in the 1997 and 1996 financial
statements and supplemental schedules. We have been informed by the plan
administrator that the asset custodian holds the Plan's investment assets and
executes investment transactions. The plan administrator has obtained a
certification from the asset custodian as of and for the years ended December
31, 1997 and 1996, that the information provided to the plan administrator by
the asset custodian is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and supplemental schedules taken as a whole. The form and content of
the information included in the financial statements and supplemental schedules,
other than that derived from the information certified by the asset custodian,
have been audited by us in accordance with generally accepted auditing standards
and, in our opinion, are presented in compliance with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
/s/ ARNOLD, WALKER, ARNOLD & CO., P.C.
Arnold, Walker, Arnold & Co., P.C.
June 24, 1998
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------------------------------------
PARTICIPANT NON-PARTICIPANT
DIRECTED DIRECTED
------------------------------------------------------- ---------------
FIXED INCOME GROWTH GROWTH & STOCK STOCK
FUND FUND INCOME FUND FUND FUND TOTAL
---------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash ................................. $ 713,685 $333,475 $109,200 $ 131,108 $ 205,067 $1,492,535
Certificates of Deposit .............. 320,000 90,000 -- -- -- 410,000
Investments, at Fair Value:
Guaranty Bancshares, Inc. .........
Common Stock .................... -- -- -- 1,214,939 1,877,315 3,092,254
Other Investments ................. 480,134 47,062 34,315 -- -- 561,511
---------- -------- -------- ---------- ---------- ----------
TOTAL INVESTMENTS ........... 1,513,819 470,537 143,515 1,346,047 2,082,382 5,556,300
---------- -------- -------- ---------- ---------- ----------
Participant Loans .................... 1,859 -- -- -- -- 1,859
---------- -------- -------- ---------- ---------- ----------
TOTAL ASSETS .................... 1,515,678 470,537 143,515 1,346,047 2,082,382 5,558,159
---------- -------- -------- ---------- ---------- ----------
LIABILITIES
Contributions Held in
Suspense (Section 415
IRC) ............................ -- -- -- -- 1,967 1,967
Due to Bank - Excess
Contributions ................... -- -- -- -- 5,119 5,119
---------- -------- -------- ---------- ---------- ----------
TOTAL LIABILITIES ............... -- -- -- -- 7,086 7,086
---------- -------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS ............................. $1,515,678 $470,537 $143,515 $1,346,047 $2,075,296 $5,551,073
========== ======== ======== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------------------------------------
PARTICIPANT NON-PARTICIPANT
DIRECTED DIRECTED
------------------------------------------------------ ---------------
FIXED GROWTH GROWTH & STOCK STOCK
INCOME FUND FUND INCOME FUND FUND FUND TOTAL
---------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash ................................. $ 393,495 $ 59,384 $ 19,118 $ 65,963 $ 239,342 $ 777,302
Certificates of Deposit .............. 508,502 -- 7,274 -- -- 515,776
Investments, at Fair Value;
Guaranty Bancshares, Inc. Common
Stock ........................... -- -- -- 1,046,415 1,430,063 2,476,478
Other Investments ................. 808,138 292,197 75,331 -- -- 1,175,666
---------- -------- -------- ---------- ---------- ----------
TOTAL INVESTMENTS ........... 1,710,135 351,581 101,723 1,112,378 1,669,405 4,945,222
---------- -------- -------- ---------- ---------- ----------
Participant Loans .................... 3,143 -- -- -- -- 3,143
---------- -------- -------- ---------- ---------- ----------
TOTAL ASSETS .................... 1,713,278 351,581 101,723 1,112,378 1,669,405 4,948,365
---------- -------- -------- ---------- ---------- ----------
LIABILITIES
Contributions Held in Suspense
(Section 415 IRC) ............... -- -- -- -- 702 702
Due to Bank - Excess Contributions -- -- -- -- 2,745 2,745
---------- -------- -------- ---------- ---------- ----------
TOTAL LIABILITIES ............... -- -- -- -- 3,447 3,447
---------- -------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS . $1,713,278 $351,581 $101,723 $1,112,378 $1,665,958 $4,944,918
========== ======== ======== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------------------------------------------------------------------------
PARTICIPANT NON-PARTICIPANT
DIRECTED DIRECTED
----------------------------------------------------- ----------------
FIXED GROWTH GROWTH & STOCK STOCK
INCOME FUND FUND INCOME FUND FUND FUND TOTAL
----------- --------- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment Income
Net Appreciation (Depreciation)
in Estimated Fair Value of
Investments ......................... $ (9,030) $ 53,240 $ 8,437 $ 192,144 $ 255,061 $ 499,852
Realized Gain on Sale of Assets ....... 22,752 11,965 2,332 -- -- 37,049
Interest .............................. 71,415 6,027 2,189 3,500 5,492 88,623
Dividends ............................. 16,345 4,987 2,323 30,228 47,280 101,163
----------- --------- -------- ----------- ----------- ----------
TOTAL INVESTMENT INCOME ............ 101,482 76,219 15,281 225,872 307,833 726,687
----------- --------- -------- ----------- ----------- ----------
Contributions
Employee Salary Deferral Contributions 43,206 50,747 26,653 82,607 -- 203,213
Employee Rollover Contributions ....... -- -- -- 7,238 -- 7,238
Employer Matching Contributions ....... -- -- -- -- 119,818 119,818
Employer Optional Contributions ....... -- -- -- -- 110,033 110,033
----------- --------- -------- ----------- ----------- ----------
TOTAL CONTRIBUTIONS .............. 43,206 50,747 26,653 89,845 229,851 440,302
----------- --------- -------- ----------- ----------- ----------
TOTAL ADDITIONS .......................... 144,688 126,966 41,934 315,717 537,684 1,166,989
----------- --------- -------- ----------- ----------- ----------
Deductions from Net Assets Attributed To:
Benefits Paid, Including Vested
Benefits to Former Participants ..... 365,680 7,957 142 71,489 115,566 560,834
----------- --------- -------- ----------- ----------- ----------
TOTAL DEDUCTIONS ......................... 365,680 7,957 142 71,489 115,566 560,834
----------- --------- -------- ----------- ----------- ----------
NET INCREASE PRIOR TO INTERFUND TRANSFERS (220,992) 119,009 41,792 244,228 422,118 606,155
Interfund Transfers ...................... 23,392 (53) -- (10,559) (12,780) --
----------- --------- -------- ----------- ----------- ----------
NET INCREASE (DECREASE) .................. (197,600) 118,956 41,792 233,669 409,338 606,155
Net Assets Available for Plan Benefits:
Beginning of Year .................... 1,713,278 351,581 101,723 1,112,378 1,665,958 4,944,918
----------- --------- -------- ----------- ----------- ----------
End of Year .......................... $ 1,515,678 $ 470,537 $143,515 $ 1,346,047 $ 2,075,296 $5,551,073
=========== ========= ======== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-------------------------------------------------------------------------------------
PARTICIPANT NON-PARTICIPANT
DIRECTED DIRECTED
------------------------------------------------------ ---------------
FIXED GROWTH GROWTH & STOCK STOCK
INCOME FUND FUND INCOME FUND FUND FUND TOTAL
----------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment Income
Net Appreciation (Depreciation)
in Estimated Fair Value of
Investments ........................... $ (8,376) $ 50,013 $ 5,479 $ 156,413 $ 175,256 $ 378,785
Realized Gain (Loss) on Sale
of Assets ............................. (706) 2,614 -- -- -- 1,908
Long Term Capital Gains ................. 220 -- 38 -- -- 258
Interest ................................ 84,438 1,322 641 1,116 4,115 91,632
Dividends ............................... 22,393 4,602 2,428 31,778 35,213 96,414
----------- --------- --------- ---------- ---------- ----------
TOTAL INVESTMENT INCOME .............. 97,969 58,551 8,586 189,307 214,584 568,997
----------- --------- --------- ---------- ---------- ----------
Contributions
Employee Salary Deferral Contributions .. 58,850 33,995 23,597 88,614 -- 205,056
Employee Rollover Contributions ......... -- 33,071 523 41,089 -- 74,683
Employer Matching Contributions ......... -- -- -- -- 122,627 122,627
Employer Optional Contributions ......... -- -- -- -- 112,691 112,691
----------- --------- --------- ---------- ---------- ----------
TOTAL CONTRIBUTIONS ................ 58,850 67,066 24,120 129,703 235,318 515,057
----------- --------- --------- ---------- ---------- ----------
TOTAL ADDITIONS ............................ 156,819 125,617 32,706 319,010 449,902 1,084,054
----------- --------- --------- ---------- ---------- ----------
Deductions from Net Assets Attributed To:
Benefits Paid, Including Vested
Benefits to Former Participants ....... 138,873 6,722 3,167 4,768 40,242 193,772
----------- --------- --------- ---------- ---------- ----------
TOTAL DEDUCTIONS ........................... 138,873 6,722 3,167 4,768 40,242 193,772
----------- --------- --------- ---------- ---------- ----------
NET INCREASE PRIOR TO INTERFUND TRANSFERS .. 17,946 118,895 29,539 314,242 409,660 890,282
Interfund Transfers ........................ (14,846) (4,785) (3,781) 16,069 7,343 --
----------- --------- --------- ---------- ---------- ----------
NET INCREASE ............................... 3,100 114,110 25,758 330,311 417,003 890,282
Net Assets Available for Plan Benefits:
Beginning of Year ...................... 1,710,178 237,471 75,965 782,067 1,248,955 4,054,636
----------- --------- --------- ---------- ---------- ----------
End of Year ............................ $ 1,713,278 $ 351,581 $ 101,723 $1,112,378 $1,665,958 $4,944,918
=========== ========= ========= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 1. PLAN DESCRIPTION
General
The Plan is a defined contribution plan covering all employees of
Guaranty Bancshares, Inc. and Guaranty Bank, (the "Company") who are
employed in a position requiring at least 1000 hours of service
during the plan year. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA) and the
Internal Revenue Code of 1986.
Contributions
The Company may make three types of contributions to the Plan: (1)
Basic Contributions (discretionary contributions made for all
non-highly compensated participants in order to satisfy the
nondiscrimination requirements of the Internal Revenue Code), (2)
Matching Contributions (Company matches up to a certain percentage
of Salary Reduction Contributions made by the participant), and (3)
Optional Contributions (additional discretionary contributions made
by the Company as determined by the Board of Directors). The
employee participant may make Salary Reduction Contributions and
eligible Rollover Contributions.
Suspense account
During the Plan year 1997 a suspense account was established to meet
qualification standards of Section 415 annual additions testing. The
amount is being held from allocations to participant's account for
allocation in the Plan year 1998. At that time the amount will be
allocated to the account prior to annual additions for the Plan year
1998.
Participant accounts
Each participant's account is credited with any salary deferrals as
well as an allocation of (a) the Company's contribution, (b) Plan
earnings and (c) forfeitures of terminated participants' non-vested
accounts. Allocations of Company Basic and Optional Contributions is
based on a participant's compensation. Company Matching
contributions are allocated based on a participant's Salary
Reduction Contributions. A participant must be employed by the
Company on December 31 of the Plan year to be eligible to receive an
allocation of Company Basic or Optional Contributions. The Optional
Account and 75% of the Match Account are subject to vesting
provisions.
Vesting
Vesting is based on years of service. Vesting commences after three
years of credited service, at which time the participant is 20
percent vested. A participant is 100 percent vested after seven
years of credited service from the date of employment. Upon death,
retirement, or total disability a participant is also 100 percent
vested. A participant is always 100 percent vested in any salary
deferral, rollover, basic, and 25% of matching contributions.
6
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 1. PLAN DESCRIPTION - (Continued)
Investment options
Upon enrollment in the Plan, a participant may direct employee
contributions in 25 percent increments in any of four investment
options.
FIXED INCOME FUND-Funds are invested in bank certificates of
deposit, government backed bonds, other low risk fixed income
securities, and fixed income mutual funds.
GROWTH FUND-Funds are invested in stocks, bonds, mutual funds,
and other investments with long term capital growth.
GROWTH & INCOME FUND-Funds are invested in fixed income
securities, low-risk-high capitalization stocks, mutual funds
and other assets of a high conservative nature.
STOCK FUND-Funds are invested primarily in Company stock.
Payment of benefits
On termination of service, participants may elect to receive their
benefits in whole shares of Company stock, cash or a combination of
both.
Forfeited accounts
Any portion of the final balances in a participant's accounts which
is not vested (and does not become a part of their capital
accumulation) will become a forfeiture upon the occurrence of a
break in service. Forfeitures will be reallocated among the
remaining participants of the Plan. At December 31, 1997, there were
no forfeitures to be reallocated.
Plan amendments
Effective January 1, 1996, the Plan was amended to define the annual
compensation or adjusted compensation limit to be $150,000. On July
11, 1997, the Plan was amended to entitle a participant to the
vested portion of their Employer Discretionary Matching Contribution
in the year of their termination, regardless of whether employment
terminates prior to the Anniversary Date. Additionally, a section of
the Plan regarding loans was amended to revise the definition of
"immediate and heavy financial need." On October 21, 1997, the plan
was amended to state that employees will become eligible to
participate on the next January 1st or July 1st following the date
that he completed one full year of service in which he is credited
with at least 1000 hours of service. In addition, if a participant
who becomes employed after December 31, 1997 terminates for reasons
other than retirement, disability or death, his Capital Accumulation
attributable to optional and 100% of matching contributions will be
determined on the basis of his nonforfeitable interest. Finally, the
distribution of a participant's Capital Accumulation who is not a 5%
owner must commence no later than April 1st of the next Plan year
following the later of the Plan year in which he attains 70 1/2 or
retires. If the participant owns more than 5% of the outstanding
stock, the distribution of such participant with respect to the Plan
year in which he attains 70 1/2 must commence no later than April
1st of the next Plan year.
7
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The accompanying financial statements are prepared on the accrual
basis of accounting.
Investments
The fair value of the Guaranty Bancshares, Inc. common stock was
determined by an independent appraiser. The change in the estimated
value of the Company's common stock is recorded in the Statement of
Changes in Net Assets Available for Plan Benefits. The other
investments are recorded at fair value.
Plan investments were managed by the Guaranty Bank Trust Department
("Guaranty") as asset custodian. The asset custodian invests all
contributions, both Company and participant. The plan administrator
has received a certification from the asset custodian as to the
completeness and accuracy of all investment information, and related
activity, included in the basic financial statements and
supplemental schedules.
Employer contributions
Employer Company contributions are accrued during the plan year to
which the contribution is attributed by the Employer Company's Board
of Directors.
NOTE 3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
respective accounts.
NOTE 4. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and, therefore, the Plan's
trust is not subject to tax under present income tax laws.
NOTE 5. RELATED PARTY TRANSACTIONS
Administrative expenses and legal fees are paid by the Company. During
1997 and 1996 the Plan purchased 2,910 shares, and 7,386 shares of
Employer Securities at a cost of $168,552 and $307,000 respectively.
8
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 6. INFORMATION CERTIFIED BY GUARANTY BANK
Guaranty Bancshares, Inc., corporate trustee of the Plan, holds the Plan's
investment assets and executes transactions therein. Financial information
relating to those assets is included in the accompanying financial
statements based on information provided by the trustee. That information,
which has not been audited by independent accountants, is summarized as
follows:
FAIR VALUE OF ACCOUNT AS OF DECEMBER 31, 1997 1996
- ---------------------------------------- ---------- ----------
Guaranty Bank
Fixed Income Fund $1,515,678 $1,713,278
Growth Fund 470,537 351,581
Growth & Income Fund 143,515 101,723
Stock Fund 3,421,343 2,778,336
---------- ----------
Total $5,551,073 $4,944,918
========== ==========
NET INCREASE IN THE ACCOUNT FOR THE YEAR
ENDED DECEMBER 31, 1997 1996
- ---------------------------------------- ---------- ----------
Net unrealized appreciation in assets $ 499,852 $ 378,785
Net income received 226,835 190,212
Company contribution received during the year 440,302 515,057
Benefits paid directly to participants 560,834 193,772
---------- ----------
Net increase 606,155 890,282
Beginning total 4,944,918 4,054,636
---------- ----------
Ending total $5,551,073 $4,944,918
========== ==========
9
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 7. INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following tables present the fair values of investments at December 31,
1997 and 1996. Investments that represent 5 percent or more of the Plan's
net assets are separately identified. Also presented is the Plan's
investments' appreciated values for the years then ended.
December 31
----------------------
1997 1996
---------- ----------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICE
Common Stocks:
Guaranty Bancshares, Inc. Common Stock,
34,432 and 34,082 shares, respectively . $2,043,884 $1,683,651
Guaranty Bancshares, Inc. (Control Group)
Common Stock, 15,923 and 13,363 shares,
respectively ......................... 1,048,370 792,827
Other .................................... -- 585,682
Mutual Funds ............................. 259,000 52,920
U.S. Treasury Bonds & Notes .............. 59,963 357,579
U.S. Government Agency Obligations ....... 242,548 179,485
---------- ----------
$3,653,765 $3,652,144
========== ==========
INVESTMENTS AT ESTIMATED FAIR VALUE
Money Market:
Guaranty Bank Premier Money Market, 4.52% $1,459,618 $ 473,730
Other .................................... 32,917 303,572
Certificates of Deposit ...................... 410,000 515,776
Participant Loans ............................ 1,859 3,143
---------- ----------
1,904,394 1,296,221
---------- ----------
Total Investments ............................ $5,558,159 $4,948,365
========== ==========
During 1997 and 1996 the Plan's investments (including investments bought,
sold, and held during the year) appreciated in value by $533,356 and
$380,693, respectively, as follows:
NET CHANGE IN FAIR VALUE
Year Ended December 31
----------------------
1997 1996
-------- --------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICE
Common Stocks .............................. $510,252 $385,757
Mutual Funds ............................... 11,960 1,833
U.S. Treasury Bonds & Notes ................ 12,246 (8,140)
U.S. Government Agency Obligations ......... (1,102) 1,243
-------- --------
Net Change in Fair Value ................... $533,356 $380,693
======== ========
10
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE 8. SUBSEQUENT EVENTS
Effective January 1, 1998, Plan administratorship was transferred to
Pentegra Services, Inc. (Pentegra). Pentegra was contracted to provide
such administrative services as 5500 preparation, performance of Top Heavy
and Code Section 415 analysis, processing of all enrollments and
transactions, and preparation of quarterly member benefit statements and
fund performance summaries. All plan assets were transferred from the
Guaranty Bank Trust Department to the custody of The Bank of New York.
11
<PAGE>
SUPPLEMENTARY INFORMATION
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
LINE 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
EIN#75-1656431 PLAN #001
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Identity of issue, borrower, Description of investment Cost Current value
lessor, or similar party including maturity date, rate
of interest, collateral, par
or maturity value
<S> <C> <C> <C>
Guaranty Bancshares, Inc. 50,355 Shares Common Stock $1,821,944 $3,092,254
GNMA #233424 Due 10-17, 10%, $14,790 Par 13,098 16,288
GNMA #27054 Due 9-08, 9%, $15,416 Par 14,621 16,757
GNMA #59028 Due 12-12, 12%, $3,916 Par 4,770 4,491
GNMA #8098 Due 12-22, Adj. Rate,$111,537 Par 112,285 114,366
FHLMC Due 9-17-01, 7.256%, $90,000 Par 90,858 90,647
US Treasury Note Due 2-28-98, 5.125%, $60,000 Par 59,644 59,963
Participant Notes 8.0-9.75% - 1,859
Guaranty Bank Premier Money Market Interest bearing checking, 4.5% 1,492,535 1,492,535
Guaranty Bank CD #3669 Due 1-23-98, 5.5% 26,000 26,000
Guaranty Bank CD #10497 Due 8-18-98, 5.9% 185,000 185,000
Texas Independent Bank CD #1922 Due 3-31-98, 5.75% 100,000 100,000
First Deposit National Bank CD Due 1-24-00, 6.45% 99,000 99,000
Fidelity Growth & Income Mutual Fund, 1,393 shares 52,114 53,095
T Rowe Price Equity Income Fund Mutual Fund, 2,137 shares 55,374 55,723
Vanguard/Windsor Fund Mutual Fund, 394 shares 10,025 11,270
Vanguard Index 500 Mutual Fund, 232 shares 10,841 20,919
T Rowe Price Mid. Cap Growth Mutual Fund, 482 shares 12,000 13,778
Franklin Small Cap Growth I Mutual Fund, 449 shares 9,000 10,293
Vanguard Specialized Portfolio Mutual Fund, 84 shares 5,182 6,066
Putnam Convert Income Growth Mutual Fund, 2,197 shares 50,436 46,360
Vanguard Fixed Income GNMA Mutual Fund, 1,284 shares 13,387 13,395
Fidelity Spartan High Income Mutual Fund, 2,157 shares 27,276 28,100
</TABLE>
13
<PAGE>
GUARANTY BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
LINE 27D-SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
EIN#75-1656431 PLAN #001
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity of party Description of asset Purchase Selling Lease Expense Cost of Current Net gain
involved (including interest price price rental incurred with asset value of or (loss)
rate and maturity) transaction asset on
transaction
date
<S> <C> <C> <C>
Guaranty Common Stock $ 16,667 $ N/A N/A N/A $ 16,667 $ 16,667 $ N/A
Guaranty Common Stock 151,885 N/A N/A N/A 151,885 151,885 N/A
US T-Note/Bills Bonds N/A 457,759 N/A N/A 444,615 457,759 13,144
</TABLE>
14
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed in its behalf by the undersigned
hereunto duly authorized.
May 4, 1999 GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN (WITH 401(K) PROVISIONS)
/s/ DEVRY W. GARRETT
Devry W. Garrett
Trustee
/s/ RUSSELL L. JONES
Russell L. Jones
Trustee
/s/ WELDON MILLER
Weldon Miller
Trustee
/s/ CLIFTON A. PAYNE
Clifton A. Payne
Trustee
/s/ RICHARD PERRYMAN
Richard Perryman
Trustee
/s/ D. R. ZACHRY
D. R. Zachry
Trustee
15
<PAGE>
INDEX TO EXHIBITS
NUMBER EXHIBIT
- ------ -------
23.1 Consent of Arnold, Walker, Arnold & Co., P.C.
16
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Guaranty Bancshares, Inc. of our report dated June 24,
1998 on our audit of the financial statements of the Guaranty Bancshares, Inc.
Employee Stock Ownership Plan (With 401(k) Provisions) as of December 31, 1997
and 1996 and for the years ended December 31, 1997 and 1996, which report is
included in this Annual Report on Form 11-K.
/s/ ARNOLD, WALKER, ARNOLD & CO., P.C.
ARNOLD, WALKER, ARNOLD & CO., P.C.
Mount Pleasant, Texas
May 4, 1999
17
