UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13D
(Rule 13d-101)
____________________
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(AMENDMENT NO. 2)*
Guaranty Financial Corporation
______________________________________________________________________________
(NAME OF ISSUER)
COMMON STOCK
______________________________________________________________________________
(TITLE OF CLASS OF SECURITIES)
401086 10 3
______________________________________________________________________________
(CUSIP NUMBER)
John Sheldon Clark
1633 Broadway, 30th Floor
New York, New York 10019
(212) 707-8771
______________________________________________________________________________
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
January 21, 2003
______________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the Acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: / /
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Page 1 of 6 Pages)
______________________
* 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).
SCHEDULE 13 D
CUSIP No. 401086103 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
John Sheldon Clark
S.S. # 134-36-9452
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
NO GROUP
3 SEC USE ONLY
4 SOURCE OF FUNDS*: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 18 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
NO CHECK
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER: 193,737 shares
8 SHARED VOTING POWER: NONE
9 SOLE DISPOSITIVE POWER: 193,737 shares
10 SHARED DISPOSITIVE POWER: NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
193,737 shares
12 CHECK BOX if THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
NONE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13 D
CUSIP No. 401086103 Page 3 of 6 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is Common stock of Guaranty Financial Corp.
(the "Company"). The address of the principal executive office of the
Company is 1658 State Farm Blvd., Charlottesville, Virginia 22911.
Item 2. Identity and Background.
The name, address and background of the person filing
this statement is as follows:
(a) John Sheldon Clark
(b) Residence address: 305 Lakeshore Road
Shady Shores, TX 76208
(c) Office address: 1633 Broadway, 30th Floor
New York, NY 10019
(d) Present principal occupation:
individual investor.
(e) The reporting person, during the last five years,
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The reporting person is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used or to be used in making
purchases of securities is personal funds of John Sheldon Clark; no
part of the consideration obtained for the purpose of acquiring,
holding, trading or voting the securities is or will be borrowed.
The total consideration to date for the 193,737 shares acquired
personally and by family trusts by Mr. Clark is $2,302,455.32.
SCHEDULE 13 D
CUSIP No. 401086103 Page 4 of 6 Pages
Item 4. Purpose of Transaction.
The acquisition of Common Stock to which this statement relates
has been made for investment. Mr. Clark will continuously evaluate
the business, financial conditions and prospects of the Company, as well
as conditions in the economy and the banking industry in general, with a
view toward determining whether to hold, decrease or add to his investment
in Common Stock.
Item 5. Interest in Securities of the Issuer.
The Company has reported 1,962,777 shares issued and
outstanding for the quarter ended September 30, 2002.
(a) (1) Mr. Clark personally owns 183,737 shares of
Common Stock and two family trusts which Mr. Clark is the trustee
own 10,000 shares of common stock.
(b) Therefore, Mr. Clark is empowered to vote 193,737
shares.
(c) During the 60 days preceding the filing of this
report:
Mr. Clark purchased in his own name:
12/09/02 2,000 $13.35
01/07/03 2,450 13.00
01/10/03 5,000 13.00
01/21/03 10,500 13.20
01/24/03 19,000 13.25
Two family trusts purchased:
01/10/03 10,000 $13.00
(d) No person other than John Sheldon Clark or the two
family trusts has any right to receive nor the power to direct the
receipt of dividends from or the proceeds from the sale of the shares
of the Common Stock beneficially owned by Mr. Clark.
(e) Not applicable.
SCHEDULE 13 D
CUSIP No. 401086103 Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Clark and any
person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
No exhibits.
SCHEDULE 13 D
CUSIP No. 401086103 Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true and correct.
January 24, 2003 /s/ John Sheldon Clark
____________________ ________________________________
Date John Sheldon Clark