SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 333-70361-01
RESOURCE CAPITAL TRUST I
(Exact Name of Registrant as Specified 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
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act
Name of Each Exchange
Title of Each Class On Which Registered
- ------------------- -------------------
None n/a
Securities registered pursuant to Section 12(g) of the Exchange Act
None
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity
held by non-affiliates as of December 31, 1999: N/A
The number of outstanding shares of common equity as of March 15, 2000
was 11,382.
*This Form 10-K also covers 368,000 shares of the Registrants $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,
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 $9,200,000 aggregate liquidation amount of Capital Securities and
by $284,550 aggregate liquidation amount of Common Securities, all of which are
held by the Corporation. 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-K. 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, 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.
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 333-70361-0l)).
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)).
<PAGE>
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: March 29, 2000 By: /s/ T. A. Grell, Jr.
--------------------------
T. A. Grell, Jr.
Administrative Trustee
Date: March 29, 2000 By: /s/ Harvard R. Birdsong
-----------------------------
Harvard R. Birdsong
Administrative Trustee
<PAGE>
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)).
