SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
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, 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)
December 22, 1997
(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 [ ].
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 Corporation
73-0966202
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2. Check Appropriate Box if a Member of A Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: AF
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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 - Nevada
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Number 7. Sole Voting Power: 347,918 shares
of Shares ---------------------------------------------------------
Beneficially
Owned by
Each 8. Shared Voting Power
Reporting ---------------------------------------------------------
Person 9. Sole Dispositive Power: 347,918 shares
With ---------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
347,918
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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)
9.19%
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14. Type of Reporting Person HC
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Item 1. Security and Issuer
This Schedule 13 D is filed with the Securities and Exchange Commission by
American Fidelity Corporation, a Nevada corporation ("AFC"), 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.
AFC's principal executive offices are located at 2000 Classen Center,
Oklahoma City, Oklahoma 73106. AFC, through its subsidiaries, is engaged in
life, annuity and accident and health insurance, real estate and property
management and various international ventures.
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, man-
agement of the affairs of CELP is vested in five managing general partners:
Messrs. Cameron, Durrett, Joullian, Rex and 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 Center Director of AFC and President
Oklahoma City, OK 73106 of Cameron Equestrian
Center, Inc. and Cameron
Arabian, Inc.
William M. Cameron* 2000 Classen Center Vice Chairman and Senior
Oklahoma City, OK 73106 Vice President and
Director of AFC
William E. Durrett* 2000 Classen Center Chairman of the Board,
Oklahoma City, OK 73106 Director, President and Chief
Executive Officer of AFC
William A. Hagstrom 800 Research Parkway President of UroCor, Inc.
Oklahoma City, OK 73104
Stephen P. Garrett 2000 Classen Center Senior Vice President and
Oklahoma City, OK 73106 Secretary of AFC
Edward C. Joullian, 2000 Classen Center Director of AFC and Chairman
III* Oklahoma City, OK 73106 of the Board and Chief
Executive Officer of Mustang
Fuel Corporation
Kenneth D. Klehm 2000 Classen Center Senior Vice President,
Oklahoma City, OK 73106 Treasurer and Chief Financial
Officer of AFC
John W. Rex* 2000 Classen Center Executive Vice President
Oklahoma City, OK 73106 and Director of AFC
Galen P. Robbins, M.D. 3433 N. W. 56th Street Director of AFC and Director
Suite 400 of Cardiovascular Clinic
Oklahoma City, OK 73112
John D. Smith 3400 Peach Tree Road Director of AFC 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
_______________
*Managing general partner of CELP
During the past five years, neither AFC or CELP nor, to the best
of AFC'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
On December 22, 1997, American Fidelity Assurance Company ("AFA") paid
a dividend consisting of 347,918 shares of common stock of Southwest Bancorp,
Inc. (the "Shares") to its sole shareholder, AFC. AFC engaged in no other
transactions in the stock during the prior 60 days.
Item 4. Purpose of Transaction
AFC acquired the Shares through a dividend paid by its wholly-owned
subsidiary AFA. Like AFA, 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. AFC has no 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;
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 347,918 shares of the common stock of the
issuer, which as of December 22, 1997 represented 9.19% of the 3,787,839 shares
believed to be outstanding.
(b) AFC 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.
(c) The only transaction in shares of the issuer by AFC effected since
October 23, 1997 was its acquisition of the Shares reported in Item 3 above.
(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 AFC 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: December 31, 1997 AMERICAN FIDELITY CORPORATION
By: JOHN W. REX
John W. Rex, Executive Vice
President
