As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. 33-63695
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SURETY CAPITAL CORPORATION
- -------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 75-2065607
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1845 Precinct Line Road, Suite 100, Hurst, Texas 76054
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
1995 Incentive Stock Option Plan of Surety Capital Corporation
- --------------------------------------------------------------------------------
(Full title of the plan)
Mr. C. Jack Bean, 1845 Precinct Line Road, Suite 100, Hurst, Texas 76054
- --------------------------------------------------------------------------------
(Name and address of agent for service)
817-498-2749
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communications and notices to:
Margaret E. Holland
Tracy & Holland, L.L.P.
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102
817-335-1050
817-332-3140 (telecopy)
(Counsel for the Issuer)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offer- Registration
be Registered Registered Per Share<F1> ing Price<F1> Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 30,000 Not Not Not
par value $0.01 shares applicable applicable applicable
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<FN>
<F1> A registration fee of $154.10 was paid with the initial filing of this
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on October 26, 1995. The fee was computed on the
basis of the average of the high and low prices of the Common Stock on
the American Stock Exchange, Inc. for October 23, 1995, based on
100,000 shares registered.
</FN>
</TABLE>
<PAGE>
SURETY CAPITAL CORPORATION
Form S-8, General
Instruction C
Item Number and Caption Heading in Prospectus
----------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement; Cross Reference
Page of Prospectus Sheet; Cover Page of Prospectus
2. Inside Front and Outside Back AVAILABLE INFORMATION; TABLE OF
Cover Pages of Prospectus CONTENTS
3. Summary Information, Risk Fac- THE COMPANY
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security-Holders SELLING SHAREHOLDERS
8. Plan of Distribution PLAN OF DISTRIBUTION
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and EXPERTS
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Docu- INCORPORATION OF CERTAIN DOCU-
ments by Reference MENTS BY REFERENCE
13. Disclosure of Commission Posi- Not Applicable
tion on Indemnification for
Securities Act Liabilities
<PAGE>
PROSPECTUS
SURETY CAPITAL CORPORATION
30,000 SHARES
COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up to
30,000 shares of common stock, $0.01 par value (the "Shares") of Surety Capital
Corporation (the "Company") by the Selling Shareholders (the "Offering"), and is
prepared in accordance with General Instruction C to Form S-8, to be used in
connection with the resale of control securities to be acquired by the Selling
Shareholders pursuant to the exercise of options granted under the 1995
Incentive Stock Option Plan of Surety Capital Corporation (the "Plan"). See
"SELLING SHAREHOLDERS."
Selling Shareholders, directly or through agents, dealers or underwriters,
may sell the Shares from time to time on terms to be determined at the time of
sale. To the extent required, the specific number of Shares to be sold, the
names of the Selling Shareholders, 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, will be set forth
in an accompanying Prospectus supplement. See "PLAN OF DISTRIBUTION."
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 any Selling Shareholder.
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 American Stock Exchange, Inc.'s
primary list under the symbol "SRY."
These securities involve a significant degree of risk. See "RISK FACTORS."
No investor or investors acting together may acquire in the aggregate ten
percent (10%) or more of the Company's common stock without complying with the
prior notice requirements of the Bank Change of Control Act.
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.
The date of this Prospectus is August 2, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (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 801 Cherry Street,
Nineteenth 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 Common Stock of the Company is traded on the American Stock Exchange,
Inc., and reports, proxy statements and other information concerning the Company
can be inspected at the American Stock Exchange, Inc. at 86 Trinity Place, Fifth
Floor Library, New York, New York 10006. The telephone number of the American
Stock Exchange, Inc. 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:
[a] Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended on Form 10-K/A (Amendment
No. 1);
[b] Current Report on Form 8-K dated February 29, 1996, as amended
in the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
[c] Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
[d] The description of the Common Stock contained in the Company's
registration statement filed pursuant to Section 12 of the
Exchange Act, and all amendments thereto and reports which
have been filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange 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
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<PAGE>
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. Bobby W. Hackler, Surety Capital Corporation, 1845
Precinct Line Road, Suite 100, Hurst, Texas 76054, 817-498-2749.
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<PAGE>
THE COMPANY
Surety Capital Corporation (the "Company"), a corporation incorporated
under the laws of the state of Delaware in 1985, is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The Company
owns all of the issued and outstanding shares of capital stock of Surety Bank,
National Association, formerly Texas Bank, National Association and formerly
Texas National Bank, Lufkin, Texas (the "Bank"), with full service offices in
Hurst, Lufkin, Chester, Wells, Kennard, Whitesboro, Waxahachie and Midlothian,
Texas.
For additional information regarding the Company and the Bank, see the 1995
Form 10-K and other documents incorporated by reference herein. The Bank is
engaged in general commercial banking and consumer banking. As of June 30, 1996
there were 435 shareholders of record of the Company.
The Company's principal executive offices are located at 1845 Precinct Line
Road, Suite 100, Hurst, Texas 76054, and its telephone number is 817-498-2749.
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 hereby:
INSURANCE PREMIUM FINANCING CONCENTRATION MAY INCREASE RISK OF LOSSES. As
of December 31, 1995 insurance premium financing loans represented approximately
33% 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
insurance premium financing loans are made regarding policies issued by any one
insurance company.
ALLOWANCE FOR LOAN LOSSES. The Bank attempts to establish an adequate
allowance for possible loan losses through management's analysis of current and
historical data. 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, 1995 the Bank's allowance for
loan losses was 1.1% of total loans (net of unearned interest) and 996.1% of
total nonperforming loans. Management believes 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
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<PAGE>
to meet these capital requirements could expose the Company and/or the Bank to
possible regulatory administrative action or agreements, including, for 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, such as the
Company, 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, 1995 the Bank had a qualifying capital to risk-weighted
assets ratio of 11.72%. In addition, the Bank is required to maintain a minimum
level of 3% core (generally equity) capital to assets. At December 31, 1995 the
Bank had a 10.76% 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.
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, Bobby W. Hackler
and B. J. Curley 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 detrimen- tal effect on
the Company and the Bank. The Bank is the beneficia- ry of a $500,000 key man
insurance policy on the life of Mr. Bean. The Company has entered into Change in
Control Agreements with Messrs. Bean, Heinzelmann and Hackler under which each
will receive certain benefits if their employment is terminated other than for
cause, or constructively terminated, following a change in control of the
Company.
"SOURCE OF STRENGTH DOCTRINE." The Board of Governors of the Federal
Reserve System (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
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<PAGE>
available to a failing subsidiary bank could have an adverse effect on the
Company and its shareholders.
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 shareholders is subject to statutory and
regulatory restrictions.
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, banks may acquire branches through interstate mergers
beginning June 1, 1997, unless a state "opts out." The Texas Legislature has
passed legislation to opt out until 1999. 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 also 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
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<PAGE>
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.
TRADING MARKET FOR THE COMMON STOCK. ALTHOUGH THE COMMON STOCK IS
listed for trading on the American Stock Exchange, the trading market in the
Company's Common Stock on such exchange historically has been less active than
the average trading market for companies listed on such exchange. As a result,
the price of the Company's Common Stock has ranged from $3.06 to $6.75 during
1995. A public trading market having the desired characteristics of depth,
liquidity and orderliness depends upon the presence in the marketplace of
willing buyers and sellers of Common Stock at any given time, which presence is
dependent upon the individual decisions of investors and general economic and
market conditions over which the Company has no control.
SELLING SHAREHOLDERS
The following table sets forth certain information as of June 30, 1996
regarding the Common Stock of the Company beneficially owned by the Selling
Shareholders, and any position, office or other material relationship which the
Selling Shareholders have had in the past three years with the Company.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Under
This Offering <F3>
-----------------
Number Percentage
of Shares of of Shares of
Shares Subject Common Stock Common Stock
Position, Beneficially Acquired Under to Options Owned Owned
Office or Owned Plan & Held Outstanding After Sale After Sale
Material Prior to Subject to Under the Under this Under this
Name <F1> Relationship Offering <F2> This Offering Plan <F4> Offering <F5> Offering <F6>
-------- ------------ ------------ ------------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
C. Jack Bean Chairman of the 211,527<F7> 0 10,592 206,219 3.57%
Board and Chief
Executive Offi-
cer
B. J. Curley Vice President, 2,938<F8> 0 3,936 1,000 *1%
Secretary and
Chief Financial
Officer
Bobby W. Hackler Senior Vice 25,544<F9> 0 8,105 21,482 *1%
President and
Chief Operating
Officer
G. M. Heinzelmann, III President 31,626<F10> 0 7,367 27,934 *1%
======= ====== ====== ======= ===
III
TOTAL 271,635 0 30,000 256,635 4.44%
* less than 1%
<FN>
<F1> Except as otherwise noted, each of the persons named has sole voting and
dispositive power with respect to the shares reported.
<F2> Includes all shares which have been or may have been acquired under the
Plan subject to options except those shares not exercisable within
sixty (60) days from the date of this Prospectus, and includes all
other shares for which beneficial ownership is deemed pursuant to Rule
13d-3 under the Exchange Act.
<F3> For each of the Selling Shareholders, the sum of these two columns is
the total number of Shares which may be offered for his account
pursuant to the Prospectus. The sum of the totals of these two columns
equals the total number of Shares registered under this Offering.
<F4> Only includes Shares subject to options exercisable within sixty (60)
days that were granted pursuant to the Plan.
<F5> Does not include any Shares that have been acquired or may be acquired
pursuant to the Plan, and assumes exercise of all options granted under
the 1988 Incentive Stock Option Plan of the Company.
<F6> Based on 5,776,512 shares of Common Stock outstanding at June 30, 1996,
which assumes the exercise of all options underlying the Shares offered
hereby, including Shares subject to options not exercisable within
sixty (60) days that were granted pursuant to the Plan.
<F7> Includes 194,319 shares of Common Stock owned of record; 11,900 shares of
Common Stock which Mr. Bean has the right to acquire within sixty (60) days
from the date hereof pursuant to options granted to him under the 1988
Incentive Stock Option Plan of the Company; and 5,308 shares of Common
Stock which Mr. Bean has the right to acquire within sixty (60) days from
the date hereof pursuant to options granted to him under the Plan.
<F8> Includes 1,000 shares of Common Stock owned of record; and 1,938 shares
of Common Stock which Mr. Curley has the right to acquire within sixty
(60) days from the date hereof pursuant to options granted to him under
the Plan.
<F9> Includes 128 shares of Common Stock owned of record; 21,354 shares of
Common Stock which Mr. Hackler has the right to acquire within sixty (60)
days from the date hereof pursuant to options granted to him under the 1988
Incentive Stock Option Plan of the Company; and 4,062 shares of Common
Stock which Mr. Hackler has the right to acquire within sixty (60) days
from the date hereof pursuant to options granted to him under the Plan.
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<PAGE>
<F10>Includes 8,590 shares of Common Stock owned of record; 19,344 shares of
Common Stock which Mr. Heinzelmann has the right to acquire within sixty
(60) days from the date hereof pursuant to options granted to him under the
1988 Incentive Stock Option Plan of the Company; and 3,692 shares of Common
Stock which Mr. Heinzelmann has the right to acquire within sixty (60) days
from the date hereof pursuant to options granted to him under the Plan.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from sales of the Shares
owned by the Selling Shareholders. Generally, all costs, expenses, and fees
incurred in connection with the registration of the Shares offered hereby will
be borne by the Company. However, the Selling Shareholders will bear all
brokerage commissions and discounts and other costs and expenses attributable to
the sale of their Shares offered hereby.
Shares owned by a Selling Shareholder may be sold from time to time to
purchasers 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" into an existing trading market, 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 "at the market" and not at a fixed price into an existing
trading market for the Shares, 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.
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<PAGE>
The place and time of delivery for a particular offer of the Shares will be
set forth in an accompanying Prospectus supplement, if required.
Any brokers or dealers that participate with the Selling Shareholders in
offers and sales of the Shares offered hereby (and any other participating
brokers and dealers) may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions or discounts received by such broker-dealers and any profit on the
sale of the Shares by such broker-dealers may be deemed underwriting discounts
and commissions under the Securities Act.
LEGAL OPINION
Tracy & Holland, L.L.P. of Fort Worth, Texas, which has represented the
Company in this offering, has delivered an opinion concerning the due issuance
of the Shares offered hereby.
EXPERTS
The consolidated Balance Sheets of the Company as of December 31, 1995 and
1994 and the related consolidated Statements of Income, Shareholders' Equity,
and Cash Flows for the years ended December 31, 1995 and 1994, incorporated by
reference in this Prospectus, have been incorporated by reference herein in
reliance on the report of Coopers & Lybrand, L.L.P., independent public
accountants, given on the authority of that firm as experts in accounting and
auditing.
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<PAGE>
SURETY CAPITAL CORPORATION
------------------------------
TABLE OF CONTENTS 30,000 SHARES
COMMON STOCK
$0.01 par value
------------------------------
Page PROSPECTUS
---- ------------------------------
AVAILABLE INFORMATION............ 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE........... 2 AUGUST 2, 1996
THE COMPANY...................... 4
RISK FACTORS..................... 4
SELLING SHAREHOLDERS............. 7
PLAN OF DISTRIBUTION............. 9
LEGAL OPINION................... 10
EXPERTS............... ......... 10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth, State of Texas, on July 31, 1996.
SURETY CAPITAL CORPORATION
(Registrant)
By:/s/ C. Jack Bean
C. Jack Bean, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ C. Jack Bean Chairman of the Board and July 31, 1996
C. Jack Bean Director (Principal Exec-
utive Officer)
/s/ B. J. Curley Vice President, Secretary July 31, 1996
B. J. Curley and Chief Financial Offi-
cer (Principal Accounting
Officer)
* President and Director July 31, 1996
G. M. Heinzelmann, III
* Senior Vice President, July 31, 1996
Bobby W. Hackler Chief Operating Officer
and Director
II-1
<PAGE>
* Director July 31, 1996
William B. Byrd
* Director July 31, 1996
Joseph S. Hardin
* Director July 31, 1996
Michael L. Milam
* Director July 31, 1996
Garrett Morris
* Director July 31, 1996
Cullen W. Turner
/s/ C. Jack Bean
*C. Jack Bean, as attor-
ney-in-fact for the
above directors pursuant
to a Power of Attorney
previously filed with
the initial filing of
this Registration State-
ment on October 26, 1995
II-2
