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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2002
Guaranty Federal Bancshares, Inc.
Delaware incorporation or organization) |
43-1792717 identification number) |
|
Commission file number: 0-23325
1341 West Battlefield
Springfield, Missouri 65807
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (417) 520-4333
Not applicable
(Former name or former address, if changed since last report)
INCLUDED INFORMATION
Item 5. Other Events
Guaranty Federal Bancshares, Inc. has issued announcements concerning the following matters: (i) its prior stock repurchase plan (through which up to approximately 56,000 shares may be repurchased) has been reinstated, (ii) its president and CEO, Mr. Don Gibson, has been appointed to the board of directors, (iii) its dispute with two large stockholders has been resolved with the repurchase by the company of over 1 million shares for approximately $15.7 million.
A copy of related press releases issued by the company are attached as exhibits 99.1 and 99.2 hereto and are incorporated herein by reference in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 99.1 |
Press release, dated March 26, 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Guaranty Federal Bancshares, Inc. |
||
By: |
/s/ Don M. Gibson______________ |
|
Date: April 3, 2002
Contact: Don M. Gibson For Immediate Release
417-520-4333
GUARANTY FEDERAL BANCSHARES, INC.
REINSTATES STOCK REPURCHASE PLAN
SPRINGFIELD, MO - (March 26, 2002) - Guaranty Federal Bancshares, Inc, (NASDAQ:GFED), the holding company for Guaranty Federal Savings Bank, today announced that it has reinstated its stock repurchase program, which was temporarily suspended on December 10, 2001.
On January 5, 2001 the Company announced its intention to repurchase up to 10%, or 437,764 shares, of its outstanding stock. To date 381,128 shares have been repurchased under this plan at an average cost of $12.52.
The Company also announced today that Don E. Gibson, President and CEO, had been named to the Board of Directors of Guaranty Federal Bancshares, Inc. and its subsidiary Guaranty Federal Savings Bank. Mr. Gibson was previously named as President and CEO on January 11, 2002.
Guaranty Federal Bancshares Inc. has subsidiary corporations offering banking, investment and insurance services. The principal subsidiary, Guaranty Federal Savings Bank, is located in Springfield, Missouri, and has eight branches and 18 ATM locations located in Greene and Christian Counties. In addition, Guaranty Federal is a member of the Privileged Status ATM network, which provides its customers surcharge free access to over 60 area ATMs and over 1,000 ATMs Nationwide.
Contact: Don M. Gibson For Immediate Release
417-520-4333
GUARANTY FEDERAL BANCSHARES, INC.
REPURCHASES 25.7% OF OUTSTANDING STOCK
SPRINGFIELD, MO (April 2, 2002) Guaranty Federal Bancshares, Inc, (NASDAQ:GFED), the holding company for Guaranty Federal Savings Bank, today announced that it repurchased 1,048,028 shares of its common stock, or 25.7% of its outstanding shares, for approximately $15.7 million. The stock was purchased from Alpine Associates and Great Southern Bancorp Inc. & affiliates.
"The stock repurchase resolves a dispute involving Guaranty Federal and each of the selling parties regarding claims that Guaranty Federal had a prior obligation to purchase the shares. The stock purchase also represents an opportunity for Guaranty Federal to retire a large block of stock that would have otherwise taken a significantly longer period of time to purchase", stated Don M. Gibson, President of Guaranty Federal. "This repurchase is a prudent use of Guarantys excess capital, as it will reduce our capital ratio to be more in line with peers, and is expected to increase earnings per share and return on equity." Since conversion, share repurchases have been an integral part of Guarantys commitment to building shareholder value as Guaranty has now repurchased 3,325,040 shares, or 52.3% since 1998.
The 1,048,028 shares represent the two largest blocks of stock controlled by groups of shareholders. The transaction was funded with cash the Company received as a result of the acquisition of five Commercial Federal Bank branches located in Springfield. As of February 28, 2002 the Companys equity to assets ratio was 12.8%, following the repurchase the Companys equity to assets ratio will be approximately 9.2%. As of February 28, 2002, the book value of the Company was $13.40 per share, following the transaction book value per share will be approximately $12.75 per share. While the transaction will initially have a dilutive effect on book value per share, management believes that the dilutive effect should be recovered over a reasonable period of time.
The discussion set forth above may contain forward-looking comments. Such comments are based upon the information currently available to management of the Company and managements perception thereof as of the date of this release. Actual results of the Companys operations could materially differ from those forward-looking comments. The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in demand for banking services; changes in portfolio composition; changes in management strategy; increased competition from both bank and non-bank companies; changes in the general level of interest rates; the effect of regulatory or government legislative changes; technology changes; and fluctuation in inflation.
Guaranty Federal Bancshares Inc. has subsidiary corporations offering banking, investment and insurance services. The principal subsidiary, Guaranty Federal Savings Bank, is located in Springfield, Missouri, and has eight branches and 18 ATM locations located in Greene and Christian Counties. In addition Guaranty Federal is a member of the Privileged Status ATM network, which provides its customers surcharge free access to over 60 area ATMs and over 1,000 ATMs nationwide.