-----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, Wcd8bD2mYTsvF7jREc/e4NJ4kYPAaEIBMiZcx7Au1RqDtjXVUHAORgI29vYmx93o 0A/t6zetmxGydEqP+18+oA== 0001026962-97-000005.txt : 19970211 0001026962-97-000005.hdr.sgml : 19970211 ACCESSION NUMBER: 0001026962-97-000005 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970207 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63695 FILM NUMBER: 97520201 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 424B3 1 FORM 424(B)(3) 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.
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) ------- ------------ --------------- ------------- ------------ ----------------- ----------------- 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%
(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. -2- (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. -3- -----END PRIVACY-ENHANCED MESSAGE-----