SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1 TO
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
Commission file number 0-18265
GUARANTY FINANCIAL CORPORATION
(Name of Small Business Issuer in its Charter)
Virginia 54-1786496
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1700 Seminole Trail, 22901
Charlottesville, Virginia (Zip Code)
(Address of Principal Executive Offices)
(804) 974-1100
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(g) of the Act:
Common Stock, $1.25 par value
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.
Yes __X__ No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [___]
The issuer's gross income for its most recent fiscal year was
$8,723,750.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average of the closing bid and asked prices of such
stock as of June 30, 1996 was aproximately $4,382,985. (The exclusion from such
amount of the market value of the shares owned by any person shall not be deemed
an admission by the registrant that such person is an affiliate of the
registrant.)
The number of shares outstanding of Common Stock as of June 30, 1996
was 919,168.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Person: Compliance
with Section 16(a) of the Exchange Act
Directors
The following information sets forth the names, ages, principal
occupations and business experience for all directors of Guaranty Financial
Corporation ("Guaranty"). The date shown for first election as a director in the
information below represents the year in which the nominee or incumbent director
was first elected to the Board of Directors of Guaranty or previously to the
Board of Directors of Guaranty Savings and Loan (the "Bank"). Unless otherwise
indicated, the business experience and principal occupations shown for each
nominee or incumbent director has extended five or more years.
Thomas P. Baker, 50, has been a director since 1990. Mr. Baker has
served as the President and Chief Executive Officer of Guaranty since January 1,
1990.
Charles R. Borchardt, 64, has been a director since 1981. Dr. Borchardt
is an oral surgeon practicing in Charlottesville, Virginia, and was President of
Drs. Borchardt & Williams, Inc. from 1963 to 1993.
Henry J. Browne, 64, has been a director since 1976. Mr. Browne is an
architect in private practice with studios in Keswick, Virginia, and Boca
Grande, Florida. He was President of Browne, Eichmon, Dalgliesh, Gilpin &
Paxton, an architecture firm in Charlottesville, Virginia, from March 1958 to
April 1996. Mr. Browne is a past director of Farmington Country Club, past
president of the Virginia Chapter of the American Institute of Architects and
past president of Downtown Charlottesville, Inc.
Douglas E. Caton, 53, has been a director since 1985 and has been
Chairman of the Board since 1990. Mr. Caton has been a commercial real estate
developer and President of Management Services Corp., a real estate management
company, since 1972. Mr. Caton is a member of the Virginia State Bar and is a
Major General in the United States Army Reserve.
Robert P. Englander, 77, has been a director since 1976. Mr. Englander
is President of the Englander Agency, a life insurance company in
Charlottesville, Virginia.
Harry N. Lewis, 69, has been a director since 1976. Mr. Lewis has been
President of Lewis Insurance Agency, Inc., an insurance sales company in
Charlottesville, Virginia, since July 1952. He has served as the Vice Chairman
of Guaranty's Board of Directors since 1990. Mr. Lewis is an alumnus of the
Colgate Darden Graduate School of Business Administration and is a member of the
Board of Directors of the United Way. He is also a member of the Board of
Directors of Keller & George and is the past president of the Central Virginia
Chapter of the C.P.C.U.
John R. Metz, 58, has been a director since 1980. Mr. Metz has been a
pharmacist at Martha Jefferson Hospital in Charlottesville, Virginia, since
October 1967. Mr. Metz is a member of the Board of Directors of the Virginia
Pharmaceutical Association Research and Education Foundation.
James R. Sipe, Jr., 40, was appointed to the Board of Directors on June
27, 1996. Mr. Sipe is an associate broker with Prudential Funkhouser &
Associates, a real estate sales company in Harrisonburg, Virginia.
Oscar W. Smith, Jr., 66, has been a director since 1976. Mr. Smith
is President of K-B Management Co., Charlottesville, Virginia. Mr. Smith is a
director of Smith/Eastman, Inc. and is the past president of the Albemarle
County Rotary Club. He is a master mason and the past president of the
University of Virginia Touchdown Club.
Executive Officers
The following information as to the business experience during the past
five years is supplied with respect to executive officers of Guaranty. Except as
otherwise indicated, the persons named have served as officers of Guaranty since
it became the holding company of the Bank, and all offices and positions
described below are also with the Bank. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such officers were selected.
Kathleen M. Focht, 36, was appointed Chief Financial Officer of
Guaranty in April 1995. Ms. Focht has been Secretary and Treasurer of Guaranty
since October 1989. Ms. Focht served as Assistant Vice President and Controller
of Guaranty from 1988 until 1991, when she was promoted to Vice President and
retained her position as Controller.
Rita J. Lynch, 41, was appointed Guaranty's Vice President of Retail
Operations in May 1995. From October 1989 until May 1995, Ms. Lynch served as
Guaranty's Manager of Retail Services.
Donna W. Richards, 33, was appointed Guaranty's Vice President of
Mortgage Lending in April 1995. Ms. Richards has been employed by Guaranty since
April 1993 and has served in the past as Manager of Loan Originations and Loan
Officer. From December 1991 to April 1993, she was a Senior Loan Processor for
Virginia Federal.
Rex L. Smith, 38, was appointed Guaranty's Senior Vice President -
Commercial Lending, in September 1996. From March 1993 until August 1996, he was
Vice President/Senior Business Manager of Crestar Financial Corporation. From
September 1991 to March 1993, he was Division Manager/Acquisition Analyst of
Virginia Capital Group.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Guaranty's directors and executive officers, and any persons who own
more than 10% of Guaranty Common Stock, to file with the Securities and Exchange
Commission ("SEC") reports of ownership and changes in ownership of common
stock. Officers and directors are required by SEC regulation to furnish Guaranty
with copies of all Section 16(a) forms that they file. Based solely on review of
the copies of such reports furnished to Guaranty or written representation that
no other reports were required, Guaranty believes that, during fiscal year 1996,
all filing requirements applicable to its officers and directors were complied
with except that Douglas A. Caton, Director, inadvertently filed one late report
on Form 4 in April 1996 covering the purchase of 900 shares of Guaranty Common
Stock in March 1996 and Henry J. Browne, Director, inadvertently filed one late
report on Form 4 in May 1996 covering the purchase of 500 shares of Guaranty
Common Stock in March 1996.
Item 10. Executive Compensation
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ended June 30, 1994,
1995 and 1996, the cash compensation paid by Guaranty, as well as certain other
compensation paid or accrued for those years, to the named Executive Officer in
all capacities in which he served:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation(1)
Name and Principal Position Year Salary Bonus All Other Compensation(2)
--------------------------- ---- ------ ----- -------------------------
<S> <C> <C> <C> <C>
Thomas P. Baker 1996 $113,700 -0- $1,137
President and 1995 113,700 -0- 1,137
Chief Executive Officer 1994 113,700 -0- 1,421
</TABLE>
(1) All benefits that might be considered of a personal nature did
not exceed the lesser of $50,000 or 10% of total annual salary and
bonus for the officer named in the table.
(2) Amounts reflect Guaranty's matching contribution under its Section
401(k) retirement plan.
Stock Option Grants
Guaranty's named Executive Officer was not granted stock options or
stock appreciation rights during the fiscal year ended June 30, 1996.
Option Exercises and Holdings
Set forth in the table below is information concerning each exercise of
stock options during the fiscal year ended June 30, 1996 by the named Executive
Officer and the year end value of unexercised options.
Aggregated Options/SAR Exercises in Last Fiscal Year
and FY-End Options/SAR Value
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
at FY-END(#) (1) at FY-End ($) (2)
---------------- -----------------
Shares Acquired Value
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas P. Baker 3,600 11,700 14,000 -0- 41,500 -0-
- ---------------
</TABLE>
(1) Each of these options relates to Guaranty Common Stock.
(2) These values are based on $7.50, the closing price of Guaranty Common
Stock on June 30, 1996.
Directors' Fees
Directors, excluding directors who are officers of Guaranty, received
fees of $450 for each meeting of the Board of Directors attended and $300 for
each Compensation, Planning and Audit Committee meeting attended during fiscal
1996. Mr. Caton, who is an ex officio of all Committees and devotes additional
time to Guaranty's affairs as Chairman of the Board of Directors, received a fee
of $25,200 in the fiscal year ended June 30, 1996 in lieu of any fees for
attending Board of Directors and Committee meetings.
Employment Agreements
Guaranty and Thomas P. Baker are parties to an employment agreement
that provides for Mr. Baker to serve as President and Chief Executive Officer
of Guaranty. The agreement is for a three year-period ending June 30, 1997 and
provides for a base salary of $105,000, which the Board of Directors may
increase. If Mr. Baker's employment is terminated for reasons other than cause
or if substantially all of Guaranty's assets and liabilities are transferred to
another financial institution and either Mr. Baker does not become an employee
of the transferee or his employment by the transferee terminates for any reason
within six months of the transfer, he will be entitled to receive severance pay
equal to one-half of his annual base salary in effect at the time.
If termination of employment due to a change in control had occurred in
fiscal 1996, Mr. Baker would be entitled to severance payments amounting to
approximately $56,850.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Management
The following table sets forth information as of October 1, 1996
regarding the number of shares of Guaranty Common Stock beneficially owned by
all directors and by all directors and executive officers as a group. Beneficial
ownership includes shares, if any, held in the name of the spouse, minor
children or other relatives of the nominee living in such person's home, as well
as shares, if any, held in the name of another person under an arrangement
whereby the director or executive officer can vest title in himself at once or
at some future time.
<TABLE>
<CAPTION>
Common Stock Percentage of
Name Beneficially Owned Class
---- ------------------ -----
Directors
<S> <C> <C>
Thomas P. Baker (1) 20,800 2.26%
Charles R. Borchardt 23,564 2.56
Henry J. Browne 31,662 3.44
Douglas E. Caton 252,840 27.51
Robert R. Englander 9,760 1.06
Harry N. Lewis 4,888 .53
John R. Metz 13,192 1.44
James R. Sipe, Jr. 100 .01
Oscar W. Smith, Jr. 19,234 2.09
All present executive
officers and directors
as a group (12 Persons) 377,020 41.02%
- --------------------
</TABLE>
(1) Includes beneficial ownership of 14,000 shares issuable upon the
exercise of stock options exercisable within 60 days of October 1, 1996.
Security Ownership of Certain Beneficial Owners
Douglas E. Caton, 4 Deer Park, Earlysville, Virginia owns 252,840
shares or 27.51% of the Common Stock of Guaranty. To the knowledge of Guaranty,
no other person owns 5% or more of the Common Stock of Guaranty.
Item 12. Certain Relationships and Related Transactions
Some of the directors and officers of Guaranty are at present, as in
the past, customers of Guaranty, and Guaranty has had, and expects to have in
the future, banking transactions in the ordinary course of its business with
directors, officers, principal shareholders and their associates, on
substantially the same terms, including interest rates and collateral on loans,
as those prevailing at the same time for comparable transactions with others.
These transactions do not involve more than the normal risk of collectibility or
present other unfavorable features. The largest aggregate outstanding balance of
loans to directors, executive officers and their associates, as a group in the
fiscal year ended June 30, 1996 was approximately $491,276. Such balances
totaled $266,621 at June 30, 1996, or 4.2% of Guaranty's equity capital at that
date.
There are no legal proceedings to which any director, officer,
principal shareholder or associates is a party that would be material and
adverse to the Bank.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GUARANTY FINANCIAL CORPORATION
Date: October 24, 1996 By: /s/ Thomas P. Baker
--------------------------------------
Thomas P. Baker
President, Chief Executive Officer
and Director
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Thomas P. Baker President, Chief Executive Officer and October 24, 1996
- ------------------------------------- Director
Thomas P. Baker (Principal Executive Officer)
/s/ Kathleen M. Focht Chief Financial Officer, Vice President, October 24, 1996
- ------------------------------------- and Secretary/Treasurer (Principal
Kathleen M. Focht Financial and Accounting Officer)
/s/ Douglas E. Caton Chairman of the Board October 24, 1996
- -------------------------------------
Douglas E. Caton
/s/ Harry N. Lewis Vice Chairman of the Board October 24, 1996
- -------------------------------------
Harry N. Lewis
/s/ Charles Borchardt
- ------------------------------------- Director October 24, 1996
Charles R. Borchardt
/s/ Henry J. Browne
- ------------------------------------- Director October 24, 1996
Henry J. Browne
/s/ Robert P. Englander
- ------------------------------------- Director October 24, 1996
Robert P. Englander
/s/ John R. Metz October 24, 1996
- ------------------------------------- Director
John R. Metz
/s/ James R. Sipe, Jr. October 24, 1996
- ------------------------------------- Director
James R. Sipe, Jr.
/s/ Oscar W. Smith, Jr.
- ------------------------------------- Director October 24, 1996
Oscar W. Smith, Jr.
</TABLE>
