UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. ____________)*
Guaranty Federal Bancshares, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
40108P101
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(CUSIP Number)
June 25, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 40108P101 13G Page 2 of 10 Pages
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1 Name of Reporting Person Carl Marks Management Company,
S.S. or I.R.S. Identifica- L.P.
tion No. of Above Person
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2 Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3 S.E.C. Use Only
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4 Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 313,700 shares
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 313,700 shares
Reporting Person (8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
313,700
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
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11. Percent of Class Represented by Amount in Row 9 5.04%
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12. Type of Reporting Person IA, PN
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<PAGE>
CUSIP No. 40108P101 13G Page 3 of 10 Pages
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1 Name of Reporting Person Andrew M. Boas
S.S. or I.R.S. Identifica-
tion No. of Above Person
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2 Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3 S.E.C. Use Only
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4 Citizenship or Place of Organization United States of America
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Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 313,700 shares
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 313,700 shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
313,700 shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 5.04%
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12. Type of Reporting Person HC, IN
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<PAGE>
CUSIP No. 40108P101 13G Page 4 of 10 Pages
---------
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1 Name of Reporting Person Robert C. Ruocco
S.S. or I.R.S. Identifica-
tion No. of Above Person
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2 Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3 S.E.C. Use Only
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4 Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 313,700 shares
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 313,700 shares
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
313,700 shares
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row 9 5.04%
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12. Type of Reporting Person HC, IN
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<PAGE>
ITEM 1
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(A) NAME OF ISSUER
Guaranty Federal Bancshares, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1341 West Battlefield
Springfield, MO 65807-4181
ITEM 2
- ------
(A) NAME OF PERSON FILING
This Schedule is being jointly filed by Carl Marks Management
Company, L.P., a registered investment adviser ("CMMC"), and
the two individual general partners of CMMC, Messrs. Andrew M.
Boas ("Boas") and Robert C. Ruocco ("Ruocco").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
135 E. 57th Street
New York, New York 10022
(C) CITIZENSHIP
(i) CMMC -- A Delaware limited partnership
(ii) Messrs. Boas and Ruocco -- United States of America
Citizens
(D) TITLE OF CLASS OF SECURITIES
Common Stock, par value $1.00 per share
(E) CUSIP NUMBER
40108P101
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TOSS.SS.240.13D-1(B) OR
- ------ 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
Page 5 of 10 Pages
<PAGE>
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E). (CMMC)
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(Boas and Ruocco)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4 OWNERSHIP
- ------
CMMC
<TABLE>
<CAPTION>
<S> <C>
(a) Amount Beneficially Owned = 313,700 shares
(b) Percent of Class = 5.04%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 313,700 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the
disposition of: 313,700 shares
(iv) shared power to depose or to direct
disposition of: None
Boas
(a) Amount Beneficially Owned = 313,700 shares
(b) Percent of Class = 5.04%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 313,700 shares
(iii) sole power to dispose or to direct the
disposition of: None
(iv) shared power to dispose or to direct
disposition of: 313,700 shares
Ruocco
(a) Amount Beneficially Owned = 313,700 shares
(b) Percent of Class = 5.04%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 313,700 shares
Page 6 of 10 Pages
<PAGE>
(iii) sole power to dispose or to direct the
disposition of: None
(iv) shared power to dispose or to direct
disposition of: 313,700 shares
</TABLE>
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
- ------
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
- ------
Various funds, partnerships and accounts directly or
indirectly managed by one or more of the reporting persons
have the right to receive the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock
reported herein. No such party beneficially owns more than 5%
of the class.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
- ------ THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
- ------
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
- ------
Not applicable
ITEM 10 CERTIFICATION
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 7 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 2, 1998
CMMC
By: /s/ Robert C. Ruocco
--------------------
Title: General Partner
/s/ Andrew M. Boas
------------------
ANDREW M. BOAS
/s/ Robert C. Ruocco
--------------------
ROBERT C. RUOCCO
Page 8 of 10 Pages
EXHIBIT 99.1
JOINT SCHEDULE 13G FILING AGREEMENT
-----------------------------------
This JOINT SCHEDULE 13G FILING AGREEMENT, made as of the 2nd day of
July, 1998, by and among Carl Marks Management Company, L.P. ("CMMC"), a
Delaware limited partnership, and Andrew M. Boas ("Boas") and Robert C. Ruocco
("Ruocco"), individually.
W I T N E S S E T H:
That, in consideration of the promises herein contained, the parties
hereto agree as follows:
1. JOINT FILING. CMMC and Boas and Ruocco agree to file from time to
time joint Schedules 13G with respect to the beneficial ownership of securities
by CMMC (or by such other parties as may be deemed beneficially owned by any of
such parties), and to file jointly any further amendments or schedules that may
be required with respect to such ownership.
2. REPRESENTATIONS AND WARRANTIES. Each of the parties hereto
represents and warrants to the others that it is eligible to file a Schedule 13G
and each warrants to the others that all information regarding such persons
provided for use in preparing a Schedule 13G pursuant hereto and any amendments
thereto shall be accurate and complete.
3. RESPONSIBILITY FOR FILING. Each party hereto retains responsibility,
as required by Securities and Exchange Commission's regulations, for the timely
filing of any and all Schedules 13G and any amendments thereto and for the
completeness and accuracy of the information concerning such party. Each party
hereto is not responsible, however, for the completeness and accuracy of the
information concerning the other parties hereto, unless such person knows or has
reason to believe that such information is inaccurate.
4. DISCLAIMER OF GROUP. Each party disclaims the existence of a "group"
with any other party, and as between any and all entities which may beneficially
own directly the
Page 9 of 10 Pages
<PAGE>
securities which may be reported in one or more Schedules 13G pursuant hereto,
except as otherwise expressly stated in such Schedules.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
2nd day of July, 1998.
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Robert C. Ruocco
--------------------
Title: General Partner
/s/ Andrew M. Boas
------------------
ANDREW M. BOAS
/s/ Robert C. Ruocco
--------------------
ROBERT C. RUOCCO
Page 10 of 10 Pages
