SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 Thereunder
Rule 13e-3 Transaction Statement Under Section 13(e) of
the Securities Exchange Act of 1934
(Amendment No. 3 – Final Amendment)
GUARANTY BANCSHARES, INC.
(NAME OF THE ISSUER)
GUARANTY BANCSHARES, INC.
TYSON T. ABSTON
MARTIN BELL
JOHNNY O. CONROY
JONICE CRANE
C.A. HINTON, SR.
CARL JOHNSON, JR.
KIRK LEE
WELDON MILLER
CLIFTON A. PAYNE
BILL PRIEFERT
ARTHUR B. SCHARLACH, JR.
GENE WATSON
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
400764 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
CLIFTON A. PAYNE
CHIEF FINANCIAL OFFICER
GUARANTY BANCSHARES, INC.
100 W. ARKANSAS
MT. PLEASANT, TEXAS 75455
(903) 572-9881
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
With Copies To:
| CHARLOTTE M. RASCHE, ESQ. BRACEWELL & GIULIANI LLP 711 LOUISIANA ST., SUITE 2300 HOUSTON, TEXAS 77002 (713) 223-2300 |
JUSTIN M. LONG, ESQ. BRACEWELL & GIULIANI LLP 500 N. AKARD, SUITE 4000 DALLAS, TEXAS 75201 (214) 758-1000 |
This statement is filed in connection with (check the appropriate box):
| a. | x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b. | ¨ The filing of a registration statement under the Securities Act of 1933. |
| c. | ¨ A tender offer. |
| d. | ¨ None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: x
Calculation of Filing Fee
| Transaction Valuation* |
Amount or Filing Fee | |
| $1,481,976 |
$175 |
| * | For purposes of calculating the fee only. This amount assumes the acquisition of 61,749 shares of common stock of the subject company estimated to be acquired from shareholders in the merger to which this Rule 13e-3 Transaction Statement relates for $24.00 per share. The amount of the filing fee equals $117.70 per $1 million of the aggregate transaction value. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was .previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $175 |
Filing Party: Guaranty Bancshares, Inc. | |
| Form or Registration No.: Schedule 14A |
Date Filed: July 11, 2005 |
INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) amends the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on July 11, 2005 as amended by Amendment No. 1 and Amendment No. 2 filed with the SEC on August 22, 2005 and September 14, 2005, respectively. This Schedule 13E-3 is being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) Guaranty Bancshares, Inc., a Texas corporation (“Guaranty”) and (2) each of Tyson T. Abston, Martin Bell, Johnny O. Conroy, Jonice Crane, C.A. Hinton, Sr., Carl Johnson, Jr., Kirk Lee, Weldon Miller, Clifton A. Payne, Bill Priefert, Arthur B. Scharlach, Jr. and Gene Watson. This Schedule 13E-3 relates to the merger of GB Facilitation, Inc., a newly-formed, wholly-owned subsidiary of Guaranty (“merger subsidiary”), with and into Guaranty, with Guaranty being the surviving corporation following the merger pursuant to an Agreement and Plan of Merger, dated as of June 13, 2005 (the “merger agreement”), between Guaranty and merger subsidiary. Merger subsidiary is not a filing party to this Amendment No. 3 to Schedule 13E-3 because it was merged with and into Guaranty, with Guaranty as the surviving corporation.
This Amendment No. 3 to Schedule 13E-3 is being filed as a final amendment to Schedule 13E-3 to report the results of the Rule 13e-3 transaction described herein, pursuant to the requirements of Rule 13e-3(d)(3) promulgated under the Exchange Act. At a special meeting of the shareholders of Guaranty held on October 18, 2005 (the “special meeting”), the shareholders approved and adopted the merger agreement and the transactions contemplated thereby. Guaranty and merger subsidiary subsequently filed Articles of Merger with the Secretary of State of Texas and the merger became effective on October 19, 2005 at 11:59 p.m., Mt. Pleasant, Texas time (“Effective Time”). At the special meeting, shareholders also approved an amendment to Guaranty’s Articles of Incorporation which will grant Guaranty a right of first refusal with respect to certain transfers of Guaranty common stock.
Pursuant to the terms of the merger agreement, (1) each share of Guaranty’s common stock, par value $1.00 per share (“Guaranty common stock”), held by a shareholder who owned, at the Effective Time, fewer than 600 shares of Guaranty common stock in the aggregate, whether of record or in street name, was converted into the right to receive $24.00 in cash from Guaranty, and (2) each share of Guaranty common stock held by a shareholder who owned, at the Effective Time, 600 or more shares of Guaranty common stock in the aggregate, whether of record or in street name, was not effected by the merger and remains a validly issued and outstanding share of Guaranty common stock after the merger.
As a result of the merger, Guaranty has fewer than 300 holders of record of its common stock. Accordingly, Guaranty has filed with the SEC contemporaneously with this Schedule 13E-3 a Form 15 suspending immediately its duty to file periodic reports with the SEC pursuant to Section 13 of the Exchange Act and terminating the registration of its common stock under the Exchange Act.
After due 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 | GUARANTY BANCSHARES, INC. | |||||||
| October 20, 2005 | By: | /s/ Tyson T. Abston | ||||||
| Tyson T. Abston, President | ||||||||
| Dated: October 20, 2005 |
/s/ Tyson T. Abston | |||
| Tyson T. Abston | ||||
| Dated: October 20, 2005 |
* | |||
| Martin Bell | ||||
| Dated: October 20, 2005 |
* | |||
| Johnny O. Conroy | ||||
| Dated: October 20, 2005 |
* | |||
| Jonice Crane | ||||
| Dated: October 20, 2005 |
* | |||
| C.A. Hinton, Sr. | ||||
| Dated: October 20, 2005 |
* | |||
| Carl Johnson, Jr. | ||||
| Dated: October 20, 2005 |
* | |||
| Kirk Lee | ||||
| Dated: October 20, 2005 |
* | |||
| Weldon Miller | ||||
| Dated: October 20, 2005 |
/s/ Clifton A. Payne | |||
| Clifton A. Payne | ||||
| Dated: October 20, 2005 |
* | |||
| Bill Priefert | ||||
| Dated: October 20, 2005 |
/s/ Arthur B. Scharlach, Jr. | |||
| Arthur B. Scharlach, Jr. | ||||
| Dated: October 20, 2005 |
* | |||
| Gene Watson | ||||
| * By Clifton A. Payne pursuant to a Power of Attorney executed by the persons listed above, which Power of Attorney has previously been filed with the Securities and Exchange Commission. | ||||
| *By: |
/s/ Clifton A. Payne | |||
| Clifton A. Payne Attorney-In-Fact | ||||