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 333-70361-01
RESOURCE CAPITAL TRUST I
(Name of Small Business Issuer in its Charter)
Delaware 31-6614995
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
3720 Virginia Beach Boulevard 23452
Virginia Beach, Virginia (Zip Code)
(Address of Principal Executive Offices)
(757) 463-2265
(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 May 7, 1999 was
11,382.
* This Form 10-KSB also covers 368,000 shares of the Registrant's
$2.3125 Capital Securities, which were registered under the Securities Act of
1933, as amended, pursuant to a registration statement declared effective on
February 11, 1999.
<PAGE>
Resource 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 December 23, 1998. The Trust exists for the exclusive
purposes of (i) issuing and selling trust securities consisting of $2.3125
Capital Securities (the "Capital Securities") and common securities (the "Common
Securities," and together with the Capital 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 Resource
Bankshares 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 $9,484,550 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 $284,550 aggregate liquidation amount of Common Securities, all of
which are held by the Corporation, and by $9,200,000 aggregate liquidation
amount of Capital Securities. 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.
On March 9, 1999, 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 Capital 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 Capital 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-K 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 3720 Virginia Beach Boulevard, Virginia Beach,
Virginia 23452.
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-2 (Nos.
333-70361 and 333-70361-01)).
4.2 Trust Agreement between Resource Bankshares Corporation and
Wilmington Trust Company, as Trustee (incorporated by
reference to Exhibit 4.2 of the Registration Statement of the
Trust on Form S-2 (Nos. 333-70361 and 333-70361-01)).
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-2 (Nos. 333-70361 and
333-70361-01)).
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4.4 Form of Junior Subordinated Indenture between Resource
Bankshares Corporation and Wilmington Trust Company, as
Trustee (incorporated by reference to Exhibit 4.4 of the
Registration Statement of the Trust on Form S-2 (Nos.
333-70361 and 333-70361-01)).
4.5 Form of Capital 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 the Trust
Securities (incorporated by reference to Exhibit 4.7 of the
Registration Statement of the Trust on Form S-2 (Nos.
333-70361 and 333-70361-01)).
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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.
RESOURCE CAPITAL TRUST I
Date: May 12, 1999 By: /s/ T. A. Grell, Jr.
-------------------------------------
T. A. Grell, Jr.
Administrative Trustee
Date: May 12, 1999 By: /s/ Harvard R. Birdsong
-------------------------------------
Harvard R. Birdsong
Administrative Trustee
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EXHIBIT INDEX
Number Document
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4.1 Certificate of Trust (incorporated by reference to
Exhibit 4.1 of the Registration Statement of the
Trust on Form S-2 (Nos. 333-70361 and 333-70361-01)).
4.2 Trust Agreement between Resource Bankshares
Corporation and Wilmington Trust Company, as Trustee
(incorporated by reference to Exhibit 4.2 of the
Registration Statement of the Trust on Form S-2 (Nos.
333-70361 and 333-70361-01)).
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-2 (Nos.
333-70361 and 333-70361-01)).
4.4 Form of Junior Subordinated Indenture between
Resource Bankshares Corporation and Wilmington Trust
Company, as Trustee (incorporated by reference to
Exhibit 4.4 of the Registration Statement of the
Trust on Form S-2 (Nos. 333-70361 and 333-70361-01)).
4.5 Form of Capital 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 the Trust
Securities (incorporated by reference to Exhibit 4.7
of the Registration Statement of the Trust on Form
S-2 (Nos. 333-70361 and 333-70361-01)).
