SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Southwest Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title and Class of Securities)
844767103
(Cusip Number)
American Fidelity Assurance Company, 2000 Classen Blvd., Oklahoma City,
Oklahoma 73106, Attn: Stephen P. Garrett, Senior Vice President
(405) 523-5200
Name, Address and Telephone Number of Person Authorized To Receive Notices and
communications)
June 12, 1996
(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-(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) 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
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NAME OF REPORTING PERSON
1. American Fidelity Assurance Company
73-0714500
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/ / 2. Check Appropriate Box if a Member of A Group
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3. SEC Use Only
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4. Source of Funds: WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship of Place of Organization - Oklahoma
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Number 7. Sole Voting Power: 203,300 shares
of Shares ---------------------------------------------------------
Beneficially
Owned by
Each 8. Shared Voting Power
Reporting ---------------------------------------------------------
Person 9. Sole Dispositive Power: 203,300 shares
With ---------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
203,300
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/ / 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.41%
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14. Type of Reporting Person IC
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Item 1. Security and Issuer
This Schedule 13 D is filed with the Securities and Exchange Commission by
American Fidelity Assurance Company, an Oklahoma corporation ("AFA"), in respect
of its 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.
This Schedule 13 D is filed on behalf of AFA, an Oklahoma corporation
stock life insurance company. Its principal executive offices are located at
2000 Classen Center, Oklahoma City, Oklahoma 73106. AFA is licensed
to conduct life, annuity and accident and health insurance business in
forty-eight (48) states and the District of Columbia. AFA has served as
the investment advisor to American Fidelity Variable Annuity Fund A
("Fund") since 1968. The Fund is a separate account of AFA under
Oklahoma insurance law and is registered with the Securities and Exchange
Commission as an open-end diversified management investment company under the
Investment Company Act of 1940.
AFA has been a wholly owned subsidiary of American Fidelity
Corporation ("AFC") since 1974. The stock of AFC is controlled by a family
investment partnership, Cameron Enterprises, A Limited Partnership ("CELP").
The general partners of CELP are Lynda L. Cameron, William M. Cameron,
Theodore M. Elam 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 Elam. The address of both AFC and CELP is
2000 Classen Center, Oklahoma City, Oklahoma 73106.
The following information about the executive officers and directors of
AFA 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 Center Director of AFA and President
Oklahoma City, OK 73106 of Cameron Equestrian
Center, Inc. and Cameron
Arabian, Inc.
William M. Cameron 2000 Classen Center Vice Chairman and Chief
Oklahoma City, OK 73106 Executive Officer and
Director of AFA
David R. Carpenter 2000 Classen Center Senior Vice President and
Oklahoma City, OK 73106 Treasurer of AFA
William E. Durrett 2000 Classen Center Chairman of the Board and
Oklahoma City, OK 73106 Director of AFA
Stephen P. Garrett 2000 Classen Center Senior Vice President and,
Oklahoma City, OK 73106 Secretary of AFA
Edward C. Joullian, III 2000 Classen Center Director of AFA and Chairman
Oklahoma City, OK 73106 of the Board and Chief
Executive Officer of Mustang
Fuel Corporation
Kenneth D. Klehm 2000 Classen Center Senior Vice President of AFA
Oklahoma City, OK 73106
Alfred L. Litchenburg 2000 Classen Center Senior Vice President of AFA
Oklahoma City, OK 73106
John W. Rex 2000 Classen Center President, Chief Operating
Oklahoma City, OK 73106 Officer and Director of AFA
Galen P. Robbins, M.D. 3433 N. W. 56th Street Director of AFA and Director
Suite 400 of Cardiovascular Clinic
Oklahoma City, OK 73112
John D. Smith 3400 Peach Tree Road Director of AFA and President
Suite 831 of John D. Smith
Atlanta, GA 30326 Developments, Inc.
Theodore M. Elam Two Leadership Square Attorney, McAfee & Taft A
Tenth Floor Professional Corporation
Oklahoma City, OK 73102
During the past five years, neither AFA, AFC or CELP nor, to the best
of AFA's knowledge, 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 AFA.
Item 4. Purpose of Transaction
AFA's purpose in acquiring the reported shares is investment. AFA 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
and subject to the effect of such ownership on AFA's Best's Rating. AFA
has no present plans or proposals which relate to or would result in any
of the following:
o An extraordinary corporation 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 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) AFA beneficially owns 203,300 shares of the common stock of the
issuer, which as of June 12, 1996 represented 5.41% of the 3,759,492 shares
outstanding of the issuer. No other persons hold a beneficial interest in
the shares of the issuer owned by AFA.
(b) AFA has 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 AFA that were
effected during the past 60 days by AFA is shown below.
No. of Purchase/ Price Type of
Date Shares Sale Per Share Transaction
- ---- ------ --------- --------- -----------
6/12/96 26,000 Purchase $19.00 Open Market
5/07/96 11,000 Purchase 18.75 Open Market
5/01/96 5,000 Purchase 18.75 Open Market
4/26/96 3,000 Purchase 18.75 Open Market
4/10/96 3,800 Purchase 18.625 Open Market
(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 File 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: June 21, 1996 AMERICAN FIDELITY ASSURANCE COMPANY
By: JOHN W. REX
John W. Rex, President
