SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GUARANTY CAPITAL TRUST I GUARANTY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter) (Exact Name of Registrant as Specified in its Charter)
Delaware Virginia
(State of Incorporation or Organization) (State of Incorporation or Organization)
54-1696103 54-1786496
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Guaranty Financial Corporation
1658 State Farm Boulevard 1658 State Farm Boulevard
Charlottesville, Virginia 22911 Charlottesville, Virginia 22911
(Address of Principal Executive Offices) (Address of Principal Executive Offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box. [ ] A.(d), please check the following box. [ X ]
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Securities Act registration statement file number to which this form relates:
333-48825 and 333-48825-01 (If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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none none
Securities to be registered pursuant to Section 12(g) of the Act:
$1.75 Convertible Preferred Securities
(Liquidation Amount $25.00 per Preferred Security)
and the Guarantee with respect thereto
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
This registration statement relates to the registration under Section
12(g) of the Securities Exchange Act of 1934, as amended, of the $1.75
Convertible Trust Preferred Securities (Liquidation Amount $25.00 per Preferred
Security) of Guaranty Capital Trust I (the "Preferred Securities"), a Delaware
business trust (the "Trust"), and the guarantee with respect to the Preferred
Securities issued by Guaranty Financial Corporation (the "Guarantee"), a
Virginia corporation (the "Company", and, together with the Trust, the
"Registrants"). The descriptions of the Preferred Securities and the Guarantee
to be registered hereunder are set forth under the captions "Description of
Preferred Securities" and "Description of Guarantee", respectively, in the
Prospectus filed by the Registrants with the Securities and Exchange Commission
on April 29, 1998 pursuant to Rule 424(b)(1) under the Securities Act of 1933,
as amended, and is hereby incorporated by reference. The Prospectus was filed in
connection with the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, which was declared effective by
the Commission on April 29, 1998.
Item 2. Exhibits
4.1 Certificate of Trust of the Trust, included as Exhibit 4.1
to the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, and
incorporated herein by reference.
4.2 Trust Agreement of the Trust, included as Exhibit 4.2 to
the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, and
incorporated herein by reference.
4.3 Form of Amended and Restated Declaration of Trust of the
Trust, included as Exhibit 4.3 to the Registrants'
Registration Statement on Form S-1, Registration Nos.
333-48825 and 333-48825-01, and incorporated herein by
reference.
4.4 Form of Preferred Security certificate, included as
Exhibit 4.5 to the Registrants' Registration Statement on
Form S-1, Registration Nos. 333-48825 and 333-48825-01,
and incorporated herein by reference.
4.5 Articles of Incorporation of the Company, included as
Exhibit 3.1 to the Registrants' Registration Statement on
Form S-1, Registration Nos. 333-48825 and 333-48825-01,
and incorporated herein by reference.
4.6 Bylaws of the Company, included as Exhibit 3.2 to the
Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, and
incorporated herein by reference.
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4.7 Form of Guarantee Agreement with respect to the Preferred
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-1, Registration Nos.
333-48825 and 333-48825-01, and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
GUARANTY CAPITAL TRUST I
Dated: April 26, 1999 By: /s/ Thomas P. Baker
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Thomas P. Baker
Administrative Trustee
GUARANTY FINANCIAL CORPORATION
Dated: April 26, 1999 By: /s/ Thomas P. Baker
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Thomas P. Baker
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Trust of the Trust, included as Exhibit 4.1 to the
Registrants' Registration Statement on Form S-1, Registration
Nos. 333-48825 and 333-48825-01, and incorporated herein by
reference.
4.2 Trust Agreement of the Trust, included as Exhibit 4.2 to the
Registrants' Registration Statement on Form S-1, Registration
Nos. 333-48825 and 333-48825-01, and incorporated herein by
reference.
4.3 Form of Amended and Restated Declaration of Trust of the Trust,
included as Exhibit 4.3 to the Registrants' Registration
Statement on Form S-1, Registration Nos. 333-48825 and
333-48825-01, and incorporated herein by reference.
4.4 Form of Preferred Security certificate, included as Exhibit 4.5
to the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, and incorporated
herein by reference.
4.5 Articles of Incorporation of the Company, included as Exhibit 3.1
to the Registrants' Registration Statement on Form S-1,
Registration Nos. 333-48825 and 333-48825-01, and incorporated
herein by reference.
4.6 Bylaws of the Company, included as Exhibit 3.2 to the
Registrants' Registration Statement on Form S-1, Registration
Nos. 333-48825 and 333-48825-01, and incorporated herein by
reference.
4.7 Form of Guarantee Agreement with respect to the Preferred
Securities, included as Exhibit 4.7 to the Registrants'
Registration Statement on Form S-1, Registration Nos. 333-48825
and 333-48825-01, and incorporated herein by reference.
