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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 1999
GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-23113 75-1656431
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
100 WEST ARKANSAS
MOUNT PLEASANT, TEXAS 75456
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 572-9881
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ITEM 5. OTHER EVENTS.
On September 1, 1999, Guaranty Bancshares, Inc. ("Guaranty") completed
its previously announced acquisition ("Acquisition") of First American Financial
Corporation, a Texas corporation and registered bank holding company ("First
American"). Pursuant to the Agreement and Plan of Reorganization dated April 23,
1999 between Guaranty and First American, ("Agreement"), Guaranty issued an
aggregate of 351,736 shares of its common stock $1.00 par value per share
("Guaranty Common Stock"), and paid $3,379,620 in cash to the former
shareholders of First American. The shares of Guaranty Common Stock issued were
registered under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-4 (Registration No. 333-81881).
In connection with the Acquisition, First American Bank, National
Association, a wholly-owned subsidiary of First American, was merged with and
into Guaranty Bank, a wholly-owned subsidiary of Guaranty. The two former
banking locations of First American Bank, National Association in Sulphur
Springs and Commerce, Texas will be operated as branches of Guaranty Bank. The
operations of First American Mortgage Company, a wholly-owned subsidiary of
First American, will be continued by Guaranty under the name Guaranty Mortgage
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Reorganization between First
American Financial Corporation and Guaranty Bancshares,
Inc. dated April 23, 1999 (incorporated herein by
reference to Exhibit 2.1 to Guaranty's Registration
Statement on Form S-4 (Registration No. 333-81881) (the
"Registration Statement")).
2.2 First Amendment to the Agreement and Plan of
Reorganization between First American Financial
Corporation and Guaranty Bancshares, Inc. dated April
23, 1999 (incorporated herein by reference to Exhibit
2.2 to the Registration Statement).
2.3 Second Amendment to the Agreement and Plan of
Reorganization between First American Financial
Corporation and Guaranty Bancshares, Inc. dated April
23, 1999 (incorporated herein by reference to Exhibit
2.3 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GUARANTY BANCSHARES, INC.
Dated: September 8, 1999 By: /s/ ARTHUR B. SCHARLACH, JR.
Arthur B. Scharlach, Jr.
President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Reorganization between First American
Financial Corporation and Guaranty Bancshares, Inc. dated April
23, 1999 (incorporated by reference to Exhibit 2.1 to Guaranty's
Registration Statement on Form S-4 (Registration No. 333-81881)
(the "Registration Statement")).
2.2 First Amendment to the Agreement and Plan of Reorganization
between First American Financial Corporation and Guaranty
Bancshares, Inc. dated April 23, 1999 (incorporated herein by
reference to Exhibit 2.2 to the Registration Statement).
2.3 Second Amendment to the Agreement and Plan of Reorganization
between First American Financial Corporation and Guaranty
Bancshares, Inc. dated April 23, 1999 (incorporated herein by
reference to Exhibit 2.3 to the Registration Statement).
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