Rule 424(b)(3)
Registration No. 33-63695
Prospectus Supplement Dated February 7, 1997
to
Reoffer Prospectus Dated August 2, 1996
Reoffers or Resales of Shares of Common Stock,
Par Value $0.01 Per Share, of Surety Capital Corporation
Acquired or to be Acquired Pursuant to the
1995 Incentive Stock Option Plan of Surety Capital Corporation
The information set forth in this Prospectus Supplement (the "Prospectus
Supplement") supplements certain of the information set forth in the reoffer
Prospectus dated August 2, 1996 (the "Prospectus"). This Prospectus Supplement
is not complete without, and may not be delivered or utilized except in
connection with, the Prospectus. Capitalized terms used herein but not defined
have the meanings assigned to such terms in the Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information can be
inspected and copied 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,
19th 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.
SELLING SHAREHOLDERS
The following table sets forth certain information as of January 31, 1997
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.
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<TABLE>
<CAPTION>
Number of Shares
of Common Stock Under
This Offering (3)
--------------------------------
Number of Percentage
Acquired Subject Shares of of Shares of
Position, Shares Under to Options Common Stock Common Stock
Office or Beneficially Plan & Held Outstanding Owned After Owned After
Material Owned Prior Subject to Under Sale Under Sale Under
Name (1) Relationship to Offering (2) This Offering the Plan (4) This Offering (5) This Offering (6)
------- ------------ --------------- ------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
C. Jack Bean Chairman of the 205,199(7) 10,534 0 194,665 3.36%
Board, Chief Executive
Officer and Director
B. J. Curley Vice President, Chief 7,386(8) 0 5,886 1,500 0.03%
Financial Officer and
Secretary
Bobby W. Hackler Senior Vice President, 33,637(9) 0 12,155 21,482 0.37%
Chief Operating Offi-
cer and Director
G. M. Heinzelmann, President and Director 39,051(10) 0 11,117 27,934 0.48%
========== ====== ====== ======= =====
III
TOTAL 285,273 10,534 29,158 245,581 4.23%
</TABLE>
(1) Except as otherwise noted, each of the persons named has sole voting and
dispositive power with respect to the shares reported.
(2) 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.
(3) 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.
(4) Only includes Shares subject to options exercisable within sixty (60) days
that were granted pursuant to the Plan.
(5) 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.
(6) Based on 5,799,712 shares of Common Stock outstanding at January 31, 1997,
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.
(7) Includes 193,299 shares of Common Stock owned of record; and 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.
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<PAGE>
(8) Includes 1,500 shares of Common Stock owned of record; and 5,886 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.
(9) 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 12,155 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.
(10) 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 11,117 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.
There is no assurance that any of the Selling Shareholders will sell any or
all of the shares of the Common Stock offered by them under the Prospectus. The
Prospectus may be amended or further supplemented from time to time to add or
delete persons who have acquired or will acquire shares of Common Stock under
the Plan, or who have disposed of such shares of Common Stock, to or from the
list of Selling Shareholders.
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