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
