-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mg9RU5lf899w6m3okC+c+yzcgzv4ctafnM3x4Prm4icow8Wee3D/qx7iCf8jsoaD O//QNWnCtfE5g7BLTJ5oRQ== 0001010549-96-000161.txt : 19960805 0001010549-96-000161.hdr.sgml : 19960805 ACCESSION NUMBER: 0001010549-96-000161 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960802 EFFECTIVENESS DATE: 19960802 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURETY CAPITAL CORP /DE/ CENTRAL INDEX KEY: 0000784932 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 752065607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-63695 FILM NUMBER: 96603227 BUSINESS ADDRESS: STREET 1: 1845 PRECINCT LINE RD STE 100 CITY: HURST STATE: TX ZIP: 76054 BUSINESS PHONE: 8174988154 MAIL ADDRESS: STREET 1: 1845 PRECINCT LINE RD STE 100 CITY: HURST STATE: TX ZIP: 76054 FORMER COMPANY: FORMER CONFORMED NAME: K CAPITAL INC DATE OF NAME CHANGE: 19870407 S-8 POS 1 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 ------------------------------------------------------------------------------- (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)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offer- Registration be Registered Registered Per Share ing Price Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, 30,000 Not Not Not par value $0.01 shares applicable applicable applicable - ------------------------------------------------------------------------------------------------------------------------------------ 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.
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 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. 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 -2- 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. -3- 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 -4- 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 -5- 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 -6- 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.
Number of Shares of Common Stock Under This Offering ----------------- 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 Relationship Offering This Offering Plan Offering Offering -------- ------------ ------------ ------------- -------- ------------ ------------ C. Jack Bean Chairman of the 211,527 0 10,592 206,219 3.57% Board and Chief Executive Offi- cer B. J. Curley Vice President, 2,938 0 3,936 1,000 *1% Secretary and Chief Financial Officer Bobby W. Hackler Senior Vice 25,544 0 8,105 21,482 *1% President and Chief Operating Officer G. M. Heinzelmann, III President 31,626 0 7,367 27,934 *1% ======= ====== ====== ======= === III TOTAL 271,635 0 30,000 256,635 4.44% * less than 1% Except as otherwise noted, each of the persons named has sole voting and dispositive power with respect to the shares reported. 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. 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. Only includes Shares subject to options exercisable within sixty (60) days that were granted pursuant to the Plan. 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. 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. 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. 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. 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. -8- 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.
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. -9- 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. -10- 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 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 * 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 -----END PRIVACY-ENHANCED MESSAGE-----