UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Guaranty Financial Group Inc.
Title of Class of Securities: Common Stock, $1.00 Par Value per Share
CUSIP Number: 40108N106
Date of Event Which Requires Filing of this Statement: 12/31/2008
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed.
[ ] Rule 13d-1(b)
[X] 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).
CUSIP No.: 40108N106
1. NAME OF REPORTING PERSON
Ironbound Capital Management LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0**
6. SHARED VOTING POWER: 4,319,676**
7. SOLE DISPOSITIVE POWER: 0**
8. SHARED DISPOSITIVE POWER: 4,319,676**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,319,676**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.966%**
12. TYPE OF REPORTING PERSON
IA
** See Item 4 of this filing.
CUSIP No.: 40108N106
1. NAME OF REPORTING PERSON
Ironbound Capital LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0**
6. SHARED VOTING POWER: 4,319,676**
7. SOLE DISPOSITIVE POWER: 0**
8. SHARED DISPOSITIVE POWER: 4,319,676**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,319,676**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.966%**
12. TYPE OF REPORTING PERSON
CO
** See Item 4 of this filing.
CUSIP No.: 40108N106
1. NAME OF REPORTING PERSON
Ironbound Associates LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0**
6. SHARED VOTING POWER: 649,429**
7. SOLE DISPOSITIVE POWER: 0**
8. SHARED DISPOSITIVE POWER: 649,429**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 649,429**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.596%**
12. TYPE OF REPORTING PERSON
CO
** See Item 4 of this filing.
CUSIP No.: 40108N106
1. NAME OF REPORTING PERSON
Stephen I. Silverman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. [ ]
b. [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0**
6. SHARED VOTING POWER: 4,969,105**
7. SOLE DISPOSITIVE POWER: 0**
8. SHARED DISPOSITIVE POWER: 4,969,105**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,969,105**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.562%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing.
Item 1.
(a) Name of Issuer: Guaranty Financial Group Inc.
(b) Address of Issuer's Principal Executive Offices:
1300 MoPac Expressway South
Austin, TX 78746
Item 2.
(a) Name of Person Filing: Ironbound Capital Management LP, Ironbound
Capital LLC, Ironbound Associates LLC, Stephen I. Silverman
(b) Address of Principal Business Office: 902 Carnegie Center, Suite 300
Princeton, NJ 08540
(c) Citizenship: Ironbound Capital Management LP is a Delaware limited
partnership, Ironbound Capital LLC is a Delaware limited liability company,
Ironbound Associates LLC is a Delaware limited liability company and Stephen I.
Silverman is a United States citizen.
(d) Title of Class of Securities: Common Stock, $1.00 par value per share
(the "Common Stock")
(e) CUSIP Number: 40108N106
Item 3.
Not applicable.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages of this Schedule
13G is hereby incorporated by reference.
Ironbound Capital Management LP (the "Investment Manager"), an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
furnishes investment advice to Ironbound Partners Overseas Ltd. (the "Offshore
Fund") that owns less than 5% of the outstanding Common Stock of the Issuer. In
its role as investment manager, the Investment Manager possesses investment
and/or voting power over the securities of the Issuer described in this schedule
that are owned by the Offshore Fund, and may be deemed to be the beneficial
owner of the shares of the Issuer held by the Offshore Fund. Ironbound Capital
LLC ("Ironbound Capital") serves as the general partner of the Investment
Manager with respect to the shares of Common Stock directly owned by the
Offshore Fund. Ironbound Associates LLC is the general partner (the "General
Partner") of Ironbound Partners LP (the "Domestic Fund", and collectively with
the Offshore Fund, the "Funds") that owns less than 5% of the outstanding Common
Stock of the Issuer. Stephen Silverman (together with the Investment Manager,
the General Partner and Ironbound Capital, the "Reporting Persons") is the
managing member of the general partner of the Investment Manager and the
managing member of the General Partner with respect to the shares of Common
Stock directly owned by the Funds. However, all securities reported on this
schedule are owned by the Funds. The Reporting Persons expressly disclaim
beneficial ownership of all securities held in the accounts of the Funds. The
filing of this Schedule 13G shall not be construed as an admission that the
Reporting Persons or any of its affiliates is the beneficial owner of any
securities covered by this Schedule 13G for any other purposes than Section
13(d) of the Securities Exchange Act of 1934.
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
5 percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
As described in Item 4 above, the Investment Manager has the power to direct the
investment activities of the Offshore Fund, including decisions with respect to
the receipt of dividends from and the disposition of the proceeds from the sale
of the Common Stock. The General Partner has the power to direct the investment
activities of the Domestic Fund, including decisions with respect to the receipt
of dividends from and the disposition of the proceeds from the sale of the
Common Stock.
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
Each of the Reporting Persons hereby makes the following representation:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
SIGNATURES.
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated February 12, 2009
/s/ Stephen I. Silverman
------------------------
Stephen I. Silverman, individually
and as managing member of Ironbound Capital LLC, for itself
and as general partner of Ironbound Capital Management LP
and as managing member of Ironbound Associates LLC