-----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, EMA/bxKm3uDkWGWqALfIKRujDUqkhXKZnqKRXEsCtlk+UZV4SNMET5y5AzSWMuOk 1scwhR3HsR4PqTZj69qz5w== 0000909334-99-000024.txt : 19990326 0000909334-99-000024.hdr.sgml : 19990326 ACCESSION NUMBER: 0000909334-99-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990325 GROUP MEMBERS: AMERICAN FIDELITY CORP GROUP MEMBERS: SECURITY GENERAL LIFE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST BANCORP INC CENTRAL INDEX KEY: 0000914374 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 731136584 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46209 FILM NUMBER: 99572832 BUSINESS ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 BUSINESS PHONE: 4053722230 MAIL ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FIDELITY CORP CENTRAL INDEX KEY: 0000004999 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 730966202 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 CLASSEN BLVD STREET 2: PO BOX 25523 CITY: OKLAHOMA STATE: OK ZIP: 731250523 BUSINESS PHONE: 4055232000 MAIL ADDRESS: STREET 1: 2000 CLASSEN BLVD STREET 2: PO BOX 25523 CITY: OKLAHOMA STATE: OK ZIP: 731250523 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Southwest Bancorp, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title and Class of Securities) 844767103 (Cusip Number) American Fidelity Corporation Security General Life Insurance Company 2000 Classen Boulevard Oklahoma City, Oklahoma 73106, Attn: Stephen P. Garrett, Senior Vice President 2000 Classen Boulevard Oklahoma City, Oklahoma 73106 (405) 523-5200 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) March 18, 1999 (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 Sections 240.13d-1-(e), 240.13d-1-(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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 13D CUSIP 844767103 NAME OF REPORTING PERSON 1. American Fidelity Corporation - 73-0966202 Security General Life Insurance Company - 73-0741925 2. Check Appropriate Box if a Member of A Group. a. [ X ] b. [ ] 3. SEC Use Only 4. Source of Funds: WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization American Fidelity Corporation - Nevada Security General Life Insurance Company - Oklahoma Number 7. Sole Voting Power: 335,418 shares of Shares American Fidelity Corporation: 335,418 shares Beneficially Security General Life Insurance Company: ______ shares Owned by Each 8. Shared Voting Power: Reporting American Fidelity Corporation: 69,057 shares Person Security General Life Insurance Company: 69,057 shares With 9. Sole Dispositive Power: American Fidelity Corporation: 335,418 shares Security General Life Insurance Company: _______ shares 10. Shared Dispositive Power: American Fidelity Corporation: 69,057 shares Security General Life Insurance Company: 69,057 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person American Fidelity Corporation: 402,475 shares Security General Life Insurance Company: 69,057 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 9.9% 14. Type of Reporting Person: American Fidelity Corporation HC Security General Life Insurance Company IC Item 1. Security and Issuer. This Schedule 13D is filed by American Fidelity Corporation, a Nevada corporation ("AFC") and by Security General Life Insurance Company, an Oklahoma corporation ("SGL") in respect of each company's ownership of shares of common stock, par value of $1.00 per share of Southwest Bancorp, Inc., 608 South Main Street, Stillwater, Oklahoma 74074. Item 2. Identity and Background. AFC's and SGL's principal executive offices are located at 2000 Classen Boulevard, Oklahoma City, Oklahoma 73106. AFC, through its subsidiaries, is engaged in life, annuity and accident and health insurance, real estate and property management. SGL, a wholly owned subsidiary of AFC, is a stock life insurance company and is licensed to conduct, accident and health insurance in twenty-five states. The stock of AFC and SGL is controlled by a family investment partnership, Cameron Enterprises, A Limited Partnership ("CELP"). The general partners of CELP are Cameron Associates, Inc, and, in their capacities as trustees, William E. Durrett, Edward C. Joullian, III, John W. Rex and the Bank of Oklahoma, N.A. In accordance with the CELP partnership agreement, management of the affairs of CELP is vested in five managing general partners: Messrs Cameron, Durrett, Joullian, Rex and Theodore Elam. The address of CELP is 2000 Classen Center, Oklahoma City, Oklahoma 73106. The following information about the executive officers and directors of AFC and the managing general partners of CELP is listed below: (a) name, (b) business address and (c) present principal occupation or employment, and the name and, if different than such person's business address, the address of any corporation or other organization in which such employment is conducted. Each person listed below is a United States citizen. Name Business Address Occupation - ---- ---------------- ---------- Lynda L. Cameron 2000 Classen Boulevard Director of AFC and SGL Oklahoma City, OK 73106 President of Cameron Equestrian Center and Cameron Arabian, Inc. William M. Cameron* 2000 Classen Boulevard Chairman of the Board, Oklahoma City, OK 73106 President and Chief Executive Officer of AFC, Chairman of the Board of SGL and Director of AFC and SGL William E. Durrett* 2000 Classen Boulevard Senior Chairman of the Board, Oklahoma City, OK 73106 of AFC and SGL, President of SGL and Director of AFC and SGL Paula Marshall-Chapman 2745 East 11th Street Director of AFC and SGL, Tulsa, OK 74105 Chief Executive Officer of the Bama Companies, Inc. William A. Hagstrom 800 Research Parkway Director of AFC and SGL and Oklahoma City, OK 73104 President of UroCor, Inc. Stephen P. Garrett 2000 Classen Boulevard Senior Vice President of Oklahoma City, OK 73106 AFC and SGL Edward C. Joullian, 2000 Classen Boulevard Director of AFC and SGL III* Oklahoma City, OK 73106 and Chairman of the Board and Chief Executive Officer of Mustang Fuel Corporation David R. Lopez 175 East Houston Room Director of AFC and SGL No. 4-1-60 and Vice President - San Antonio, TX 78205 National/Regulatory SBC Communications, Inc. Kenneth D. Klehm 2000 Classen Boulevard Senior Vice President of Oklahoma City, OK 73106 AFC and SGL, Treasurer and Chief Financial Officer of AFC John W. Rex* 2000 Classen Boulevard Director of AFC and SGL and Oklahoma City, OK 73106 Executive Vice President of AFC and SGL Galen P. Robbins, M.D. 11901 Quail Creek Road Director of AFC and SGL Oklahoma City, OK 73120 and Physician John D. Smith 3400 Peach Tree Road Director of AFC and SGL and Suite 831 President of John D. Smith Atlanta, GA 30326 Development Theodore M. Elam* Two Leadership Square Attorney, McAfee & Taft A Tenth Floor Professional Corporation Oklahoma City, OK 73102 _______________ *Managing general partner of CELP During the past five years, neither AFC, SGL or CELP nor, to the best of the knowledge of each, any person named above (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has 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. Item 3. Source and Amount of Funds or Other Consideration. Stock in the issuer was purchased with working capital of AFC and SGL. Item 4. Purpose of Transaction. AFC's and SGL's purpose in acquiring the reported shares is investment. AFC plans to increase its ownership of the issuer's common stock to not more than 24.9% of the outstanding shares by purchasing additional stock in open market or, possibly private transactions, based on the market price of the stock relative to the overall profit and operating performance of the issuer. Presently, SGL has no plans to purchase additional shares of the issuer. Neither AFC nor SGL has any present plans or proposals which relate to or would result in any of the following: o An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; o A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; o Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; o Any material change in the present capitalization or dividend policy of the issuer; o Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Act of 1940; o Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; o Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; o A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section (12)(g)(4) of the Act; or o Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) AFC beneficially owns 402,475 shares of the common stock of the issuer, which as of March 18, 1999 represented 9.9% of the common shares outstanding of the issuer. No other persons hold a beneficial interest in the shares of the issuer owned by AFC and SGL. (b) AFC and SGL have the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the shares reported herein. (c) A list of the transactions in shares of the issuer by AFC and SGL that were effected during the past 60 days by AFC and SGL is shown below. No. of Purchase/ Price Type of Date Shares Sale Per Share Transaction - ---- ---------------- --------- ----------- 3/19/99 69,057 $24.375 Purchase (d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares. (e) Not applicable 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) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. None of the issuer's securities owned by the Company are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to be Filed as Exhibits. None After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 19, 1999 AMERICAN FIDELITY CORPORATION By: KENNETH D. KLEHM Kenneth D. Klehm, Senior Vice President SECURITY GENERAL LIFE INSURANCE COMPANY By: WILLIAM E. DURRETT William E. Durrett, President -----END PRIVACY-ENHANCED MESSAGE-----