<PAGE> 1
As filed with the Securities and Exchange Commission on September 18, 1995
Registration No. 33-89264
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
POST-EFFECTIVE AMENDMENT NO. 3
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SURETY CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2065607
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
C. Jack Bean
1845 Precinct Line Road, 1845 Precinct Line Road,
Suite 100 Suite 100
Hurst, Texas 76054 Hurst, Texas 76054
(817) 498-2749 (817) 498-2749
(Address, including zip code and telephone (Name, address, including zip code
number, including area code, and telephone number, including area code,
of Registrant's principal executive offices) of agent for service)
</TABLE>
_____________________________________
Copy to:
DAN R. WALLER, P.C.
SECORE & WALLER, L.L.P.
ONE GALLERIA TOWER, SUITE 2290
13355 NOEL ROAD, LB 75
DALLAS, TEXAS 75240
_____________________________________
Approximate date of commencement of proposed sale to the public: June
16, 1995
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following: [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Each Amount Proposed Proposed Amount of
Class of Securities to be Maximum Maximum Registration
to be Registered Registered(1) Offering Price Aggregate Fee(1)
Per Share Offering Price
<S> <C> <C> <C> <C>
Common Stock, 1,287,400 $3.25 $5,905,948 $2,037
$0.01 per
Share Par Value
=========================================================================================================
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of this calculation, the amount of shares to be
registered is presumed to be 667,400 shares offered by Selling
Shareholders and 620,000 shares offered by Registrant. The
Registration fee is estimated based upon the average of the high and
low market prices reported for the Common Stock of the Registrant
carried on the Primary List of the American Stock Exchange during the
week ended April 28, 1995, which was $4.5875 per share.
<PAGE> 2
SURETY CAPITAL CORPORATION
FORM S-3
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Item Prospectus
No. Item Caption or Page
---- ---- ---------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside Facing Page of Registration
Facing Page of Registration Front Cover Page of Prospectus . . . . . . . . . . Statement, ii, and 1.
2. Inside Front and Outside
Back Cover Pages of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 and 11
3. Summary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable
7. Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9. Description of Registrant's Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . Not applicable
11. Information with Respect to the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . 2
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
ii
<PAGE> 3
PROSPECTUS
SURETY CAPITAL CORPORATION
651,400 SHARES
COMMON STOCK
This Prospectus relates to the offer and sale from time to time of 651,400
shares of common stock of the Company by certain shareholders ("Selling
Shareholders"). The shares have been registered on a continuing basis in
conjunction with a registered public offering of common stock by the Company
that was effective on June 2, 1995. The offering by the Company of its shares
("Company Shares") terminated on July 6, 1995. The shares of the Selling
Shareholders will be priced at the market price on the day of sale. The shares
offered by the Selling Shareholders represent approximately 18.61% of the
current total outstanding shares of common stock of the Company. The Selling
Shareholders may sell their stock, directly or through agents, dealers or
underwriters, on terms to be determined at the time of sale. To the extent
required, the respective purchase prices and public offering prices, the name
of any agent, dealer or underwriter and applicable discounts or commissions
with respect to a particular offer by Selling Shareholders will be set forth
in an accompanying prospectus supplement. See "Selling Shareholders".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. THESE SECURITIES INVOLVE A SIGNIFICANT DEGREE OF RISK.
SEE "RISK FACTORS."
NO PERSON, OR PERSONS ACTING TOGETHER, MAY ACQUIRE IN THE AGGREGATE
10% OR MORE OF THE COMPANY'S SHARES WITHOUT COMPLYING WITH THE PRIOR NOTICE
REQUIREMENTS OF THE BANK CHANGE OF CONTROL ACT.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus or the
documents incorporated by reference herein in connection with the offering made
hereby, and, if given or made, such information or representations must not be
relied upon as having been authorized by the Company or the Selling
Shareholders. Neither the delivery of this Prospectus or any prospectus
supplement nor any sale made hereunder or thereunder shall, under any
circumstances, create any implication that the information herein or therein is
correct as of any time subsequent to the date of such information.
The Company's common stock is traded on the Primary List of the
American Stock Exchange ("AMEX") under the symbol "SRY". As of the close of the
market on Friday, September 15, 1995, the price of the common stock was listed
at $4.4375 per share.
The Selling Shareholders' shares are being offered on a continuous
basis under Rule 415 of Regulation C promulgated by the SEC under the
Securities Act of 1933, as amended. The shares of the Selling Shareholders may
be sold at the market price as quoted on the Primary List of the American
Stock Exchange at the time of sale or as negotiated between the buyer and
seller and any dealer or underwriter involved.
All of the expenses related to the registration of this offering are
being paid by the Company. Expenses for both the offering of the Company Shares
and of the shares of the Selling Shareholders have totaled approximately
$180,787.00. The Company has paid these expenses from proceeds from the sale
of the Company Shares previously offered or from general corporate funds.
Expenses related to the offer and sale of the shares of the Selling Shareholders
will be borne by the Selling Shareholders.
The date of this Prospectus is September 18, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed a Form S-3 Registration Statement under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
("Commission") with respect to the common stock offered pursuant to this
Prospectus. This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information included in the Registration Statement
and the exhibits thereto. However, all material information is contained in
this Prospectus or in documents incorporated by reference herein. In addition,
the Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Commission. The Registration Statement filed with
respect to this Prospectus, and all other reports, proxy statements and other
information can be inspected free of charge at the offices of the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and
at 411 W. Seventh Street, Eighth Floor, Fort Worth, Texas 76102. Copies of
such material may be obtained upon the payment of prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549.
The Company's common stock is traded on the American Stock Exchange
and copies of the Company's periodic reports, proxy statements, and other
information is also available for inspection at the American Stock Exchange at
86 Trinity Place, Fifth Floor Library, New York, NY 10006. The telephone
number at the American Stock Exchange is (212) 306-1290.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 33-1983) are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1994 (the "1994 Form 10-K");
2. Definitive Proxy Statement dated April 5, 1995, in connection
with the Company's annual meeting of stockholders held on
April 28, 1995;
3. Report on Form 8-K, dated January 17, 1995;
4. Quarterly Report on Form 10-Q/A for the quarter ended June 30,
1994, as amended on February 6, 1995;
5. Report on Form 8-K/A, dated February 6, 1995; and
6. Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
7. Quarterly Report on Form 10-Q for the six months ended June 30,
1995.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Any such
requests should be directed to Mr. C. Jack Bean, Chairman of the Board, Surety
Capital Corporation, 1845 Precinct Line Road, Suite 100, Hurst, Texas 76054,
(817) 498-2749.
2
<PAGE> 5
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus.
THE SHARES Common stock of the Company, $.01 par value. The
Company is authorized to issue 20,000,000 shares and
presently has 3,040,829 issued and outstanding. The
common stock of the Company is traded on the American
Stock Exchange under the symbol "SRY". As of the
close of the market on Friday, September 15, 1995,
the stock was priced at $4.4375 per Share.
THE COMPANY The Company is a bank holding company incorporated in
Delaware with main offices in Hurst, Texas. The
Company's principal asset is approximately 99% of the
outstanding common stock of Surety Bank, N.A. (the
"Bank"), a national banking association. The Bank,
with offices located in Hurst, Whitesboro, Wells,
Kennard, Chester, and Lufkin, Texas, engages in
general commercial and consumer banking and
concentrates its lending activities in the area of
insurance premium financing. As of April 30, 1995,
there were 416 stockholders of record. For
additional information, please contact the Company at
its principal executive offices, 1845 Precinct Line
Road, Suite 100, Hurst, Texas 76054 and its phone
number is (817) 498-8154.
THE OFFERING BY Common Stock 651,400 shares
SELLING SHAREHOLDERS
Purchase Price per Share At Market
Maximum Proceeds to Selling Shareholders $__________
from Sales of common stock (Estimated)
SELLING SHAREHOLDERS Each of the Selling Shareholders acquired their
shares in a private placement of the Company's common
stock in December 1994 at a price of $3.25 per share.
The Selling Shareholders are not, and never have
been, affiliates of the Company. Pursuant to an
agreement between the Company and each Selling
Shareholder, the Company is obligated to use its best
efforts to register the shares issued in the private
placement. See "Selling Shareholders."
3
<PAGE> 6
RISK FACTORS
In addition to the other information in this Prospectus, prospective
investors should carefully consider the following factors which individually or
cumulatively could result in the decline or loss in the value of the shares
offered:
THE OVERTON BANK & TRUST LOAN. On December 9, 1994, the Company
borrowed $1,750,000 from Overton Bank & Trust, N.A. ("Overton") bearing
interest at two percent above Overton's prime rate with principal and interest
due at maturity. This loan matured on June 7, 1995. The Company has reduced
the balance of the note to $500,000 and replaced the original note with a new
monthly installment note bearing interest at an annual rate of 11.5% due on
January 23, 1996. The loan is secured by all of the Shares of the Bank owned by
the Company and by a personal guarantee of C. Jack Bean, Chairman of the Board
of the Company. The loan was obtained to assist the Bank in acquiring the
First National Bank, Whitesboro, Texas. As of September 11, 1995, the remaining
unpaid balance on the loan is $375,000.
INSURANCE PREMIUM FINANCING CONCENTRATION MAY INCREASE RISK OF LOSSES.
As of June 30, 1995, insurance premium financing loans represented
approximately 36% of the total loans of the Bank. Such a high concentration of
insurance premium financing loans may expose the Bank to greater risk of loss
than would a more diversified loan portfolio, although no more than 10% of the
Bank's premium finance loans are made regarding policies issued by any one
insurance company.
ALLOWANCE FOR LOAN LOSSES. Based on management's analysis of current
historical data, the Bank endeavors to establish an adequate allowance for
possible loan losses. Loan losses different from the allowance provided by the
Bank could occur, and loan losses in excess of the allowance for loan losses
are possible. Loan losses in excess of the amount of the allowance could and
probably would have a material adverse effect on the financial condition of the
Bank and therefore the Company. At December 31, 1994, the Bank's allowance for
loan losses was 1.1% of total loans (net of unearned interest) and 574.8% of
total nonperforming loans. Management feels that all known losses in the
portfolio have been provided for.
EQUITY CAPITAL COMPLIANCE REQUIREMENTS FOR BANK AND COMPANY. Pursuant
to regulatory requirements, the Bank and the Company are required to maintain
certain levels of regulatory capital. Failure to meet these capital
requirements could expose the Company and/or the Bank to possible regulatory
administrative action or agreements, including, as to the Bank, limitations on
asset growth, restrictions on operations, restrictions on payment of dividends
or mandated disposition of assets. For bank holding companies with less than
$150 million in consolidated assets, the capital requirements are applied on a
bank-only basis. Generally, a national bank is required to maintain a minimum
ratio of 8% qualifying capital to risk-weighted assets. Qualifying capital
includes common stockholders' equity and, subject to certain limitations,
preferred stock, the allowance for loan losses, mandatory convertible debt and
subordinated debt. For purposes of calculating the ratio, assets are assigned
different risk weights ranging from 0% for risk-free assets such as cash to
100% for assets such as commercial loans. At December 31, 1994, the Bank had a
qualifying capital to risk-weighted assets ratio of 11.17%. In addition, the
Bank is required to maintain a minimum level of 3% core (generally equity)
capital to assets. At December 31, 1994, the Bank had a 10.13% ratio of core
capital to assets. There can be no assurance that the Company will be
successful in maintaining or raising capital for the Bank sufficient to meet
its needs.
4
<PAGE> 7
DILUTION; ADDITIONAL FINANCING NEEDED. There can be no assurance that
the Company's present capital and financing will be sufficient to finance
future operations. If the Company sells additional shares of common and/or
preferred stock to raise funds in the future, the terms and conditions of the
issuances may have a dilutive effect or otherwise adversely impact existing
shareholders. If additional financing becomes necessary, there can be no
assurance that the financing can be obtained on satisfactory terms. In this
event, the Company could be required to restrict its operations.
SHARES OWNED BY TENNESSEE RECEIVER'S OFFICE. Approximately 6% of the
total outstanding shares of the Company is currently held by the Tennessee
Receiver's Office (the "Liquidator") as a result of a Liquidation Order with
respect to Anchorage Fire & Casualty Insurance Company, a former stockholder of
the Company. Pursuant to the Liquidation Order, all assets of Anchorage
(including the shares of common stock of the Company owned by Anchorage) are
vested in the Liquidator. The Company is currently attempting to assist the
Liquidator in selling its shares. However, should the Liquidator attempt to
sell shares over a short period of time, such a transaction or transactions
could have a significant adverse effect on the market price for the common
stock.
RELIANCE ON KEY PERSONNEL. The Company and the Bank are highly
dependent upon their executive officers and key employees. Specifically, the
Company considers the services of C. Jack Bean, G. M. Heinzelmann, III, and Bob
Hackler to be of vital importance to the success of the Company. The
unexpected loss of the services of any of these individuals, particularly Mr.
Bean, Chairman of the Board of the Company, could have a detrimental effect on
the Company and the Bank. The Bank is the beneficiary of a $500,000 key man
insurance policy on the life of Mr. Bean.
"SOURCE OF STRENGTH DOCTRINE." The Federal Reserve has announced a
policy sometimes known as the "source of strength doctrine" that requires a
bank holding company to serve as a source of financial and managerial strength
to its subsidiary banks. The Federal Reserve has interpreted this policy to
require that a bank holding company, such as the Company, stand ready to use
available resources to provide adequate capital funds to its subsidiary banks
during periods of financial stress or adversity. The Federal Reserve has
stated that it would generally view a failure to assist a troubled or failing
subsidiary bank in these circumstances as an unsound or unsafe banking practice
or a violation of Regulation Y or both, justifying a cease and desist order or
other enforcement action, particularly if appropriate resources are available
to the bank holding company on a reasonable basis. The requirement that a bank
holding company, such as the Company, make its assets and resources available
to a failing subsidiary bank could have an adverse effect on the Company and
its stockholders.
RESTRICTION ON BANK DIVIDENDS. The Company does not intend to pay
dividends in the near future. However, the payment of cash dividends by the
Company in the future will depend to a large extent on the receipt of dividends
from the Bank. The ability of the Bank to pay dividends is dependent upon the
Bank's earnings and financial condition. The payment of cash dividends by the
Bank to the Company and by the Company to its stockholders is subject to
statutory and regulatory restrictions. See "Description of Company's Common
Stock."
5
<PAGE> 8
COMPETITION. There is significant competition among banks and bank
holding companies in the areas in which the Bank and the Company operate. The
Company believes that such competition among such banks and bank holding
companies, many of which have far greater assets and financial resources than
the Company, will continue to increase in the future. The Bank also encounters
intense competition in its commercial banking business from savings and loan
associations, credit unions, factors, insurance companies, commercial and
captive finance companies, and certain other types of financial institutions
located in other major metropolitan areas in the United States, many of which
are larger in terms of capital, resources and personnel. The casualty
insurance premium financing business of the Bank is also very competitive.
Large insurance companies offer their own financing plans, and other
independent premium finance companies and other financial institutions offer
insurance premium financing.
GOVERNMENT REGULATION AND RECENT LEGISLATION. The Company and the
Bank are subject to extensive federal and state legislation, regulation and
supervision regarding banking and insurance premium financing. Recently
enacted or proposed legislation and regulations have had, will continue to have
or may have significant impact on the banking industry. Some of the
legislative and regulatory changes may benefit the Company and the Bank, while
others may increase the Company's costs of doing business and assist
competitors of the Company and the Bank. For example, under the Riegle-Neal
Interstate Banking and Branching Act of 1994 (the "Interstate Banking Act"),
banks may acquire branches through interstate mergers beginning in June 1997,
unless a state "opts out." The Texas Legislature has passed legislation to opt
out until 1999. The Governor is not expected to veto the bill. It is not
possible to predict whether this legislation will enhance or decrease the value
of stock of existing Texas based financial institutions. In addition, persons,
alone or acting in concert with others, seeking to acquire more than 10% of any
class of voting securities must comply with the Change in Bank Control Act.
Entities seeking to acquire more than 5% of any class of voting securities must
comply with the Bank Holding Company Act.
GENERAL ECONOMIC CONDITIONS AND MONETARY POLICY. The operating income
and net income of the Bank depend to a substantial extent on "rate
differentials," i.e., the differences between the income the Bank receives from
loans, securities and other earning assets, and the interest expense it pays to
obtain deposits and other liabilities. These rates are highly sensitive to
many factors which are beyond the control of the Bank, including general
economic conditions and the policies of various governmental and regulatory
authorities. For example, in an expanding economy, loan demand usually
increases and the interest rates charged on loans increase. Increases in the
discount rate by the Federal Reserve System usually lead to rising interest
rates, which affect the Bank's interest income, interest expense and investment
portfolio. Also, governmental policies such as the creation of a tax
deduction for individual retirement accounts can increase savings and affect
the cost of funds.
STOCK PRICE VOLATILITY. The market price of the Company's common
stock has been highly volatile in the past. There can be no assurance that the
market price of the Company's common stock will not be volatile in the future,
and no assurance that the market price will not decrease below the price at
which shares are offered herein.
6
<PAGE> 9
USE OF PROCEEDS
The 651,400 shares of common stock offered herein by certain Selling
Shareholders may be sold from time to time for their own account (see "Selling
Shareholders"). The Company will not receive any proceeds from the sale of
such shares. The Company has agreed with the Selling Shareholders to include
their shares in this Registration Statement. All costs, expenses and fees
incurred in connection with the registration of the shares of the Selling
Shareholders will be borne by the Company. The Selling Shareholders will bear
all selling costs associated with the offer or sale of their shares.
SELLING SHAREHOLDERS
The Selling Shareholders acquired their shares from the Company in December
1994 at a price of $3.25 per share through a private placement of securities
conducted under Regulation D of the Securities Act of 1933. The purchase
price was determined by arm's length negotiations.
The following table sets forth certain information as of September 11, 1995
regarding the common stock beneficially owned by the Selling Shareholders.
None has occupied any position or office or had any other material relationship
with the Company.
<TABLE>
<CAPTION>
Number of Shares of Percentage of Shares
Number of Shares of Common Stock of common stock
Number of Shares of Percentage of Shares Common Stock Owned After Sale of Owned After Sale of
Common Stock of Common Offered by Shares Offered by Shared Offered
Name Beneficially Owned(1) Stock Outstanding(2) This Prospectus This Prospectus(3) By this Prospectus
---- --------------------- -------------------- --------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Robert M. Adams 50,000 1.43% 50,000 0 0%
The Advantage Special 124,000 3.54% 124,000 0 0%
Fund
Evergreen Limited 151,500 4.33% 151,500 0 0%
Market Fund
Investors Capital Fund 16,200 0.46% 16,200 0 0%
John Hancock Bank & 303,700 8.68% 303,700 0 0%
Thrift Opportunity
Fund
Edward G. Shufro 6,000 0.17% 6,000 0 0%
TOTAL 651,400 18.61% 667,400 0 0%
</TABLE>
(1) Each of the parties named has sole voting and dispositive power with
respect to the shares reported.
(2) Based on 3,500,329 shares of common stock outstanding at September 11,
1995.
(3) This assumes the sale by all of the Selling Shareholders of the shares
offered in this Prospectus. At this time the Company has not been
advised by any of the Selling Shareholders of any plans, if any, to
sell the shares owned by each.
The Selling Shareholders and any underwriter, dealer or agent that
participates with the Selling Shareholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any discounts or commissions received by
them and any profit on the resale of the shares purchased by them may be deemed
to be underwriting discounts and commissions under the 1933 Act. The Company
will not receive any proceeds from the offer and sale of shares of the Selling
Shareholders, but will pay certain offering expenses regarding the preparation
of this Registration Statement and related matters. Offering expenses incurred
by the Selling Shareholders may consist of underwriting discounts, selling
commissions and fees of their own attorneys, none of which is currently
estimable.
7
<PAGE> 10
PLAN OF DISTRIBUTION
Shares owned by a Selling Shareholder may be sold from time to time
directly by such Selling Shareholder. Alternatively, the Selling Shareholders
may from time to time offer their respective shares in one or more transactions
(which may involve block transactions) (i) through underwriters; (ii) through
dealers; (iii) "at the market" to or through a market maker or into an existing
trading market, in the over-the- counter market or otherwise, or in other ways
not involving market makers or established trading markets; (iv) in privately
negotiated transactions; or (v) in a combination of any such transactions.
Such transactions may be effected by any Selling Shareholder at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. At the time a particular
offer of shares is made, a prospectus supplement, if required, will be
distributed that will set forth the aggregate amount of shares being offered
and the terms of the offering, including the name or names of any underwriters,
dealers or agents, any discounts, commissions and other items constituting
compensation from the Selling Shareholder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers.
If an underwriter or underwriters are utilized in a firm commitment
public offering, the Selling Shareholders will execute a firm commitment
underwriting agreement with such underwriters. If a dealer is utilized in the
sale of its shares, the Selling Shareholder will sell such shares to the
dealer, as principal. The dealer may then resell such shares to the public at
varying prices to be determined by such dealer at the time of resale. Sales of
Shares by Selling Shareholders may be "at the market" and not at a fixed price
and may be made to or through one or more underwriters, acting as principal or
as agent, as shall be specified in an accompanying prospectus supplement.
Other sales may be made, directly or through agents, to purchasers outside
existing trading markets. The place and time of delivery for a particular
offer of the shares will be set forth in an accompanying prospectus supplement,
if required.
DESCRIPTION OF COMPANY'S COMMON STOCK
COMMON STOCK. The Company is authorized to issue twenty million
(20,000,000) shares of common stock, par value $0.01 per share, 3,500,329 of
which shares were issued and outstanding as of September 11, 1995 (not
including 71,480 shares issuable upon the exercise of outstanding stock
options). In 1994, the Company's common stock was traded in the Emerging
Companies section of the AMEX for approximately ten (10) months, from February
23 through December 31. During that period 829,900 shares were traded against
an average number of shares outstanding of 2,393,841.
Holders of shares are entitled to one vote per share, without
cumulative voting, on all matters to be voted on by shareholders. Therefore,
the holders of more than 50% of the shares voting for the election of directors
can elect all the directors and the remaining holders of shares will not be
able to elect any directors. Subject to preferences that may be applicable to
any outstanding preferred stock, shareholders are entitled to receive ratably
such dividends as may be declared by the Board of Directors out of funds
legally available. See "Dividend Policy." In the event of a liquidation,
dissolution or winding up of the Company, shareholders are entitled to share
ratably in all assets remaining after payment of liabilities and the
liquidation preference of any outstanding preferred stock. Shares have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.
PREFERRED STOCK. The Company is authorized to issue one million
(1,000,000) shares of preferred stock, par value $0.01 per share, none of which
are issued and outstanding as of the date of this Prospectus. The Board of
Directors of the Company may establish series of preferred stock with such
rights and preferences as may be fixed and determined by the Board of
Directors.
8
<PAGE> 11
DIVIDEND POLICY. The Company does not currently intend to pay
dividends in the foreseeable future, but intends to retain any future earnings
for use in the business of the Company and the Bank. Payment of any dividends
in the future will be made at the discretion of the Board of Directors of the
Company and will depend upon the operating results and financial condition of
the Company and the Bank, their capital requirements, general business
conditions and other factors. Additionally, the Federal Reserve has announced
a policy sometimes known as the "source of strength doctrine" which requires
that "a bank holding company shall serve as a source of financial and
managerial strength to its subsidiary banks and shall not conduct its
operations in an unsafe and unsound manner." The Federal Reserve has
interpreted this policy to require that a bank holding company, such as the
Company, make its resources available to a subsidiary bank that is threatened
with failure. The source of strength doctrine could operate to prevent a bank
holding company such as the Company from making dividend payments to its
shareholders even though otherwise permitted to do so by other applicable law.
The payment of cash dividends by the Company in the future will depend to a
large extent on the receipt of dividends from the Bank. The ability of the
Bank to pay dividends is dependent upon the Bank's earnings and financial
condition. In addition, the payment of cash dividends by the Bank to the
Company and by the Company to its shareholders is subject to statutory and
regulatory restrictions.
ANTI-TAKEOVER MEASURES. The Company has adopted certain measures that
it believes to be in the best interest of the Company in order to prevent, to
the extent reasonably possible, a hostile takeover by a third party or the loss
of certain key employees of the Corporation. Specifically, the Company has
entered into agreements with C. Jack Bean, Chairman of the Board, G.M.
Heinzelmann, III, President, and Bobby W. Hackler, Vice President, providing
that, in the event of a change in control of the Company and any or all of them
are terminated as employees of the Company or are materially relieved of their
duties, the Company will pay to such employee three times his base annual
salary at the time of termination or relief from duties as a lump sum severance
payment or the equivalent value in common stock of the Company based upon the
prevailing market price for the common stock at the time of termination or
relief from duties.
TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar of the
common stock is Securities Transfer Corporation, 16910 Dallas Parkway, Suite
100, Dallas, Texas 75248.
STOCK OPTIONS. The Company has adopted a Stock Option Plan for key
and executive employees, under which options to purchase 71,480 shares of
common stock are outstanding exercisable at prices which range from $2.343 to
$7.2188. Options covering up to 100,000 shares may be issued under the 1995
Stock Option Plan.
INFORMATION WITH RESPECT TO THE COMPANY
Certain financial and other information with regard to the Company is
set forth in the Company's Annual Report on Form 10-K for the period ending
December 31, 1994 and the Quarterly Report on Form 10-Q for the period ended
June 30, 1995, both of which accompany this Prospectus. There have been no
material events or changes that have occurred with respect to the Company since
these documents were filed with the Securities and Exchange Commission.
The Company is not currently a party to any material legal proceedings.
9
<PAGE> 12
LEGAL OPINION
Certain matters with respect to the validity of the shares have been
passed upon by Secore & Waller, L.L.P., Dallas, Texas.
EXPERTS
The consolidated Financial Sheets of the Company as of December 31,
1994 and 1993 and the related consolidated Statements of Operations,
Shareholders Equity, and Cash Flows for each of the three years in the period
ended December 31, 1994 have been incorporated by reference herein in reliance
on the report of Coopers & Lybrand, L.L.P. independent accountants, given on
the authority of that firm as experts in accounting and auditing. The
financial statements of the First National Bank, N.A., Whitesboro, Texas and
the Farmers State Bank of Kennard, Kennard, Texas as of December 31, 1993 and
for each of the three years in the period ended December 31, 1993, have been
incorporated by reference herein also in reliance on the report of Coopers &
Lybrand, L.L.P. and given on the authority of that firm as experts in
accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "Act") empowers a corporation to indemnify its directors and officers and
to purchase insurance with respect to liability arising out of their capacity
as directors and officers. The Act further provides that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of the shareholders, or otherwise.
Section 6.04 of the Company's Bylaws provides that the Company shall
indemnify all persons to the full extent allowable by law who, by reason of the
fact that they are or were a director of the Company, become a party or are
threatened to be made a party to any indemnifiable action, suit or proceeding.
The Company shall pay, in advance of the final disposition of any indemnifiable
action, suit or proceeding under this bylaw, all reasonable expenses incurred
by the director, upon receipt of an undertaking by or on behalf of the director
to repay such amount if it is ultimately determined that he is not entitled to
be indemnified by the Company under the law. The Company may indemnify persons
other than directors, such as officers and employees, as permitted by law. The
Company may purchase and maintain insurance on behalf of directors, officers
and other persons against any liability asserted against him, whether or not
the Company would have the power to indemnify such person against such
liability, as permitted by law.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company,
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
10
<PAGE> 13
PROSPECTUS
SURETY CAPITAL CORPORATION
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Description of Company's Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Information with Respect to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
11
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All of the
amounts shown are estimates, except the Securities and Exchange Commission
registration fee. The amount of sales commissions assumes that 620,000 shares
of Company Shares will be sold by a registered broker-dealer which may or may
not occur. All expenses will be borne by the Company.
<TABLE>
<S> <C>
Sales Commissions $ 100,750.00
Registration Fee $ 2,037.00
Printing Expenses $ 3,000.00
Legal Fees and Expenses $ 55,000.00
Accounting Fees and Expenses $ 20,000.00
Miscellaneous $ -0-
-------------
Total $ 180,787.00
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Act") empowers a corporation to indemnify its directors and officers and
to purchase insurance with respect to liability arising out of their capacity
as directors and officers. The Act further provides that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, any
agreement, vote of the shareholders, or otherwise.
Section 6.04 of the Company's Bylaws provides that the Company shall
indemnify all persons to the full extent allowable by law who, by reason of the
fact that they are or were a director of the Company, become a party or are
threatened to be made a party to any indemnifiable action, suit or proceeding.
The Company shall pay, in advance of the final disposition of any indemnifiable
action, suit or proceeding under this bylaw, all reasonable expenses incurred
by a director, upon receipt of an undertaking by or on behalf of a director to
repay such amount if it is ultimately determined that he is not entitled to be
indemnified by the Company under the law. The Company may indemnify persons
other than directors, such as officers and employees, as permitted by law. The
Company may purchase and maintain insurance on behalf of directors, officers
and other persons against any liability asserted against him, whether or not
the Company would have the power to indemnify such person against such
liability, as permitted by law.
Item 16. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed as
part of this Registration Statement and such Exhibit Index is hereby
incorporated by reference.
Item 17. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-1
<PAGE> 15
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To deliver or cause to be delivered with the Prospectus, to
each person to whom the Prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(7) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(8) For the purpose of determining liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-effective Amendment No. 3 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Hurst,
Texas on the 14th of September, 1995.
SURETY CAPITAL CORPORATION
By: /s/ C. Jack Bean
------------------------------------
C. Jack Bean, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ C. Jack Bean Chairman of the Board and Director September 14, 1995
------------------------------- (Principal Executive Officer)
C. Jack Bean
/s/ Bob Hackler Chief Financial Officer, Vice President, September 14, 1995
------------------------------- Secretary and Director
Bob Hackler (Principal Financial and Accounting Officer)
/s/ Cullen W. Turner Director September 14, 1995
-------------------------------
Cullen W. Turner
/s/ G. M. Heinzelmann Director September 14, 1995
-------------------------------
G. M. Heinzelmann
/s/ Garrett Morris Director September 14, 1995
-------------------------------
Garrett Morris
</TABLE>
II-3
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
------ -----------
<S> <C>
1.01 Selling agreement between Surety Capital Corporation and Cullum & Sandow Securities, Inc. with respect
to the firm commitment underwriting of 225,000 shares of the Company's Common Stock dated June 13, 1995. **
2.01 Reorganization agreement by and between First National Bank, N.A.; Lloyd W. Butts; D.C. Deegan; Norman
Denton; Murriel Gilbreath; Robert S. Light; Joe B. Turner, Jr.; Surety Bank N.A.; and Surety Capital
Corporation; dated May 24, 1994. (10)
2.02 Reorganization agreement by and between the Farmers Guarantee State Bank of Kennard; Dr. Frank A. Smith
III; Surety Bank N.A.; and Surety Capital Corporation, dated February 4, 1994; and agreement to merge
the Farmers Guarantee State Bank of Canard with and into Surety Bank, N.A. under the charter of Surety
Bank, N.A. and under the title of Surety Bank, N.A., dated February 4, 1994 (8)
4.01 Certificate of Incorporation of the Company. (1)
4.02 Amendment to the Certificate of Incorporation, dated April 8, 1987. (2)
4.03 Restated Bylaws of the Company. (2)
4.04 Certificate of Amendment to the Company's Certificate of Incorporation, as filed with the Delaware
Secretary of State on April 4, 1988. (4)
4.05 Form of Common Stock certificate (specimen). (3)
4.06 Certification of Elimination of Series of Shares of Preferred Stock of the Company as filed with the
Delaware Secretary of State on January 31, 1992. (7)
4.07 Certificate of Amendment to Company's Certificate of Incorporation as filed with Delaware Secretary of
State on June 14, 1993. (11)
5.01 Opinion of Secore & Waller, L.L.P with respect to the validity of the shares to be registered and
issued.**
10.01 Letter Loan Agreement between Overton Bank and Trust, N.A. and the Surety Capital Corporation, dated
December 9, 1994 with respect to a loan in the amount of $1,750,000.00.**
10.02 Pledge Agreement by and between Surety Capital Corporation and Overton Bank and Trust, N.A., dated
December 9, 1994.**
10.03 Promissory Note made by Surety Capital Corporation to Overton Bank and Trust N.A. in the amount of
$1,750,000.00, dated December 9, 1994.**
</TABLE>
II-4
<PAGE> 18
<TABLE>
<S> <C>
10.04 Guaranty Agreement entered into by C. Jack Bean with Overton Bank and Trust, N.A. with respect to the
repayment by Surety Capital Corporation of loan from Overton Bank and Trust, N.A., dated December 9,
1994.**
10.05 Uniform Commercial Code Financing Statement UCC-1 completed with respect to Overton Bank & Trust,
N.A.'s security interest in the Shares of Stock of Surety Bank, N.A., owned by Surety Capital
Corporation.**
10.06 A form of Contingent Stock Right granted by the Company to Robert M. Adams, with respect to the right
to receive additional shares of Common Stock in the event the Company fails to register with the
Securities and Exchange Commission those shares purchased in the December 1994 private placement with
schedule identifying omitted agreements with substantially identical terms.**
10.07 A form of Contingent Stock Right offered to Robert M. Adams, with respect to the right to purchase
additional shares of Common Stock in the event the Company subsequently offers Company securities on
terms more favorable than those offered to the purchasers in the private placement with identifying
schedule setting forth omitted Contingent Stock Right agreements with substantially identical terms.**
10.08 Surety Capital Corporation 1988 Incentive Stock Option Plan of Surety. (7)
10.09 Form of Change in Control Agreement dated August 16, 1994, as entered into between the Company and C.
Jack Bean with schedule identifying parties to substantially similar agreements.**
10.10 Lease agreement between Precinct Office Park Joint Venture, as landlord, and the Company, as tenant,
regarding offices located in Hurst, Texas, dated December 1, 1989. (6)
10.11 Renewal of Promissory Note in the original principal amount of $1,750,000, with Surety Capital
Corporation as borrower, and Overton Bank and Trust, N.A. as lender, dated March 9, 1995. (8)
10.12 Surety Capital Corporation 1995 Incentive Stock Option Plan. (8)
13.01 Annual Report to shareholders for the fiscal year ended December 31, 1994. (8)
13.02 Quarterly report on form 10-Q for the three months ended March 31, 1995. **
13.03 Annual Report on Form 10-K for the year ended December 31, 1994. **
13.04 Quarterly Report on Form 10-Q for the six months ended June 30, 1995. (12)
23.01 Consent of Coopers & Lybrand, L.L.P. with respect to the Financial Statements prepared for the
Company dated March 27, 1995.**
23.02 Consent of Coopers & Lybrand, L.L.P. with respect to the Financial Statements prepared for the First
National Bank, N.A.**
</TABLE>
II-5
<PAGE> 19
<TABLE>
<S> <C>
23.03 Consent of Coopers & Lybrand, L.L.P. with respect to the Financial Statements prepared for the Farmers
Guarantee State Bank of Kennard.**
23.04 Consent of Secore & Waller, L.L.P.**
23.05 Consent of Coopers & Lybrand, L.L.P. with respect to the financial statement prepared by for the Company, dated
May 19, 1995.**
27 Financial Data Schedule**
99.01 Form of Subscription Agreement Regarding Offering of Company's Common Stock.**
</TABLE>
NOTES TO EXHIBIT INDEX
(1) Filed with Registration Statement No. 33-1983 on Form S-1 and
incorporated by reference herein.
(2) Filed with the Company's Form 10-K dated October 31, 1987 and
incorporated by reference herein.
(3) Filed with the Company's Form 8-K dated May 17, 1988 and
incorporated by reference herein.
(4) Filed with the Company's Form 10-Q for the quarter ended April
30, 1988 and incorporated by reference herein.
(6) Filed with the Company's Form 10-K dated December 31, 1990 and
incorporated by reference herein.
(7) Filed with the Company's Form 10-K dated December 31, 1991 and
incorporated by reference herein.
(8) Filed with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated by
reference herein.
(9) Filed with the Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1995 and incorporated by
reference herein.
(10) Filed with the Company's Form 8-K dated December 8, 1994 and
incorporated by reference herein.
(11) Filed with the Company's Form 10-K dated December 31, 1993 and
incorporated by reference herein.
(12) Filed with the Company's Quarterly Report on Form 10-Q for
the six months ended June 30, 1995 and incorporated by
reference herein.
** Filed Previously.
II-6
