UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended Commission File No. 333-70361-01
June 30, 1999
RESOURCE CAPITAL TRUST I
Delaware 31-6614995
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452
(Address of Principal Executive Office)
(757) 463-2265
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes _X_ No ___ (not subject to filing requirements for the
past 90 days).
As of August 9, 1999 the Registrant had 11,382 shares of its Common
Stock outstanding.
* This Form 10-Q 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.
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements. (See Note Below)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
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.
NOTE: 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-Q. 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, and the Corporation's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, 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.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
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).
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<PAGE>
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)).
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be singed on its behalf by
the undersigned thereunto duly authorized.
RESOURCE CAPITAL TRUST I
(Registrant)
Date: August 11, 1999 By: /s/ T. A. Grell, Jr.
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T. A. Grell, Jr.
Administrative Trustee
Date: August 11, 1999 By: /s/ Harvard R. Birdsong
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Harvard R. Birdsong
Administrative Trustee
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