================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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): January 19, 2000
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 75455
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 572-9881
================================================================================
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 19, 2000, Arnold, Walker, Arnold & Co., P.C. ("Arnold
Walker"), the independent accounting firm engaged to audit the 1999 financial
statements of Guaranty Bancshares, Inc. (the "Company"), was notified that they
would be dismissed following the issuance of their report on the Company's 1999
financial statements and their review of the Company's 1999 Form 10-K. Arnold
Walker's dismissal was effective on February 23, 2000. The decision to change
accountants was recommended by the Audit Committee of the Board of Directors of
the Company and approved by the Company's Board of Directors.
Arnold Walker's report on the financial statements for the past two
years did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
In addition, in connection with the audits of the Company's financial statements
during the two most recent fiscal years ended December 31, 1999 and the
subsequent interim period through February 23, 2000, there were no disagreements
between the Company and Arnold Walker on any matters of accounting principles or
practices, financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of Arnold Walker, would have caused
Arnold Walker to make reference to the matter in their reports.
During the Company's two most recent fiscal years and the subsequent
interim period through February 23, 2000, Arnold Walker did not advise the
Company with respect to any of the matters listed in paragraphs (a)(1)(v)(A)
through (D) of Item 304 of Regulation S-K.
Effective January 21, 2000, the Company engaged Fisk & Robinson, P.C.
as its principal accountant to audit the Company's 2000 financial statements.
The Company has not consulted with Fisk & Robinson, P.C. during the two most
recent fiscal years and the subsequent interim period preceding the engagement
of Fisk & Robinson, P.C. relating to the application of accounting principles to
a specified completed or proposed transaction, or the type of opinion Fisk &
Robinson, P.C. might render on the Company's financial statements.
In accordance with the rules of the Securities and Exchange Commission,
the Company provided Arnold Walker a copy of the disclosures made under this
Item 4 of Amendment No. 1 to Form 8-K and requested Arnold Walker to furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not Arnold Walker agrees with the above statements made by the
Company herein and, if not, stating the respects in which it does not agree.
Such letter is attached as Exhibit 16.1 to this Form 8-K.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following material is filed as an exhibit to
this Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- --------------------------------------------
16.1 Letter of Arnold, Walker, Arnold & Co., P.C.
regarding change in certifying accountant.
<PAGE>
SIGNATURES
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.
By:/s/ ARTHUR B. SCHARLACH, JR.
Arthur B. Scharlach, Jr.
President
Dated: February 25, 2000
EXHIBIT 16.1
[Arnold, Walker, Arnold & Co., P.C. letterhead]
February 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Amendment No. 1 to Guaranty Bancshares, Inc.'s Form 8-K
dated January 19, 2000 and are in agreement with the statements contained
therein.
Very truly yours,
/s/ Arnold, Walker, Arnold & Co., P.C.
Arnold, Walker, Arnold & Co., P.C.
