<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
THIRD AMENDMENT
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNITED OKLAHOMA BANKSHARES, INC.
--------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
---------------------------------------
(Title of Class of Securities)
911266104
(CUSIP Number)
FREDERIC DORWART
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
(918) 583-9922
(918) 583-8251 (Facsimile)
_____________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
April 24, 1997
_____________________________________
(Date of Event Which Required Filing)
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 this box
[ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 10 Pages
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CUSIP No. 911266104
(1) Name of Reporting Person S.S. Sooner Southwest Bankshares, Inc.
or I.R.S. Identification No.
of Above Person
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
(See instructions)
(3) SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place Oklahoma Corporation
of Organization
Number of Shares Beneficially
Owned by Each Reporting
Person With:
(7) Sole Voting Power 106,796
(8) Shared Voting Power None
(9) Sole Dispositive Power 106,796
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially 106,796
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.2%
Amount in Row (11)
(14) Type of Reporting Person CO
(See instructions)
Page 2 of 10 Pages
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CUSIP No. 911266104
(1) Name of Reporting Person S.S. Illinois Refining Company
or I.R.S. Identification No.
of Above Person
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
(See instructions)
(3) SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place Oklahoma corporation
of Organization
Number of Shares Beneficially
Owned by Each Reporting
Person With:
(7) Sole Voting Power 121,696
(8) Shared Voting Power None
(9) Sole Dispositive Power 121,696
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially 121,696
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.8%
Amount in Row (11)
(14) Type of Reporting Person CO
(See instructions)
Page 3 of 10 Pages
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CUSIP No. 911266104
(1) Name of Reporting Person S.S. Robert B. Krumme
or I.R.S. Identification No.
of Above Person
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
(See instructions)
(3) SEC Use Only
(4) Source of Funds (See instructions) PF
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place United States of America
of Organization
Number of Shares Beneficially
Owned by Each Reporting
Person With:
(7) Sole Voting Power 110,585
(8) Shared Voting Power None
(9) Sole Dispositive Power 110,585
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially 110,585
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 4.4%
Amount in Row (11)
(14) Type of Reporting Person IN
(See instructions)
Page 4 of 10 Pages
<PAGE>
SCHEDULE 13D
FILED IN CONNECTION WITH TRANSACTIONS IN THE
SHARES OF UNITED OKLAHOMA BANKSHARES, INC.
--------------------------------------------
ITEM 1. SECURITY AND ISSUER.
- ------ -------------------
This schedule relates to the common stock, par value $1.00 per share (the
"Common Stock"), of United Oklahoma Bankshares, Inc., an Oklahoma
corporation (the "Issuer" or the "Company"). The principal executive
offices of the Issuer are located at 4600 S.E. 29th Street, Del City,
Oklahoma 73115.
ITEM 2. IDENTITY AND BACKGROUND.
- ------ -----------------------
(1) GENERAL. This statement is filed on behalf of Sooner Southwest
-------
Bankshares Inc. ("SSW"), Illinois Refining Company ("Illinois"), and
Robert B. Krumme ("Krumme").
(2) SSW. SSW is an Oklahoma corporation. SSW is a bank holding company
---
under the Bank Holding Act of 1956. The address of the principal
business and principal office of is:
Sooner Southwest Bankshares, Inc.
P.O. Box 1020
Bristow, Oklahoma 74010
With respect to paragraphs (d) and (e) of this Item 2, none.
(3) The executive officers, directors, and each person who may be deemed
to be controlling SSW are set forth in paragraphs (4) through (6).
(4) (a) Robert B. Krumme
(b) P. O. Box 749
Bristow, OK 74010
(c) President and Director of SSW; Holder of 35% of issued Common
Stock of SSW; Vice-President, Secretary and Director of
Illinois; Holder of 8% of issued Common Stock of Illinois
(d) No
(e) No
Page 5 of 10 Pages
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(f) United States of America
(5) (a) George W. Krumme
(b) P.O. Box 749
Bristow, OK 74010
(c) Director of SSW; Holder of 36% of issued Common Stock of SSW;
President of Illinois; Holder of 21% of issued Common Stock of
Illinois
(d) No
(e) No
(f) United States of America
(6) (a) Larry Coy
(b) 600 Lakeridge Dr.
Bristow, OK 74010
(c) Vice-President and Director of SSW; President of Community
Bank, Bristow
(d) No
(e) No
(f) United States of America
(7) Illinois is an Oklahoma corporation. The principal business of
Illinois is the exploration for, production of, transportation of,
and marketing of oil and gas. The address of the principal business
and the principal office of Illinois is:
Illinois Refining Company
P.O. Box 749
Bristow, OK. 74010
(8) The executive officers, directors, and each person who may be deemed
to be controlling Illinois are set forth in paragraphs (9) through
(12):
Page 6 of 10 Pages
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(9) (a) Robert B. Krumme
(b) P. O. Box 749
Bristow, OK 74010
(c) President and Director of SSW; Holder of 35% of issued Common
Stock of SSW; Vice-President, Secretary and Director of
Illinois; Holder of 8% of issued Common Stock of Illinois
(d) No
(e) No
(f) United States of America
(10) (a) George W. Krumme
(b) P.O. Box 749
Bristow, OK 74010
(c) Director of SSW; Holder of 36% of issued Common Stock of SSW;
President of Illinois; Holder of 21% of issued Common Stock of
Illinois
(d) No
(e) No
(f) United States of America
(11) (a) Jeff B. Krumme
(b) 7311 E. 65th Pl.
Tulsa, OK 74133
(c) Director of Illinois; Holder of 21% of issued Common Stock of
Illinois; Investor
(d) No
(e) No
(f) United States of America
Page 7 of 10 Pages
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(12) (a) Margaret Krumme Pickett
(b) 137 W. 5th
Bristow, OK 74010
(c) Director of Illinois; Holder of 21% of issued Common Stock of
Illinois; Rancher
(d) No
(e) No
(f) United States of America
ITEM 3. SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------ ------------------------------------------------
(1) SSW: working capital.
(2) Illinois: working capital.
(3) Robert B. Krumme: personal funds on hand.
ITEM 4. PURPOSE OF TRANSACTIONS.
- ------- ------------------------
SSW, Illinois and Krumme have acquired shares of United Oklahoma
Bankshares, Inc. ("United") Common Stock primarily to hold for investment.
SSW, Illinois, and Krumme may determine to acquire additional shares of
United or to sell all or part of their shareholdings.
SSW, Illinois, and Krumme have no specific plans or proposals relating to
their shareholdings or to any extraordinary corporate transaction (such as
a sale or merger) or to any changes in the policies or management of
United or to the manner in which the business and affairs of United are
conducted. However, SSW, Illinois, and Krumme continuously review all
aspects of their investments and businesses, including regional and
national economic conditions generally and specifically in the banking
industry. In particular, SSW reviews the trends of banking consolidations
in the state of Oklahoma. SSW, Illinois, and Krumme expect to actively
review the conduct of business by management of United and may communicate
the results of any such reviews to management. SSW expects to routinely
consider the advantages, disadvantages, likelihood and practicality of
further consolidations in the banking industry in Oklahoma, both generally
and with respect to itself.
Page 8 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------ ------------------------------------
(1) SSW:
(a) The aggregate number of shares of United Common Stock outstanding,
as reported by United at March 30, 1997, is 2,532,237 shares. SSW
owns legally and beneficially 106,796 shares which comprises 4.2%
of the outstanding shares.
(b) SSW has the sole power to vote 106,796 shares of United Common
Stock.
(c) As of September 1, 1995, SSW owned ten shares of United Common
Stock. Since September 1, 1995, SSW, Illinois and Mr. Krumme have
effected the following transactions in United Common Stock:
<TABLE>
<CAPTION>
Purchaser Number of Price per
Date Type Purchased(Sold) Shares Share
---- ---- ---------------- --------- ---------
<S> <C> <C> <C> <C>
11/21/95 Market Krumme 5,000 $.50
12/04/95 Private SSW 9,614 $.55
12/04/95 Private SSW 200 $.55
12/11/95 Market SSW 19,000 $.60
12/13/95 Private SSW 8,000 $.60
12/13/95 Private SSW 12,000 $.60
12/29/95 Private SSW 3,240 $.60
12/29/95 Private SSW 54,732 $.60
12/29/95 Private Illinois 58,096 $.60
03/25/96 Private Illinois 20,000 $.60
04/17/96 Private Illinois 43,600 $.60
04/17/96 Private Krumme 5,000 $.60
04/24/97 Private Krumme 100,585 $.77
</TABLE>
(2) Illinois.
(a) Illinois owns legally and beneficially 121,696 shares of United
Common Stock which comprises 4.8% of the outstanding shares.
(b) Illinois the sole power to vote 121,696 shares of United Common
Stock.
(c) See Paragraph (1) above.
Page 9 of 10 Pages
<PAGE>
(3) Robert B. Krumme
(a) Mr. Krumme owns legally and beneficially 110,585 shares of
United Common Stock which comprises 4.4% of the outstanding
shares.
(b) Mr. Krumme has the sole power to vote 110,585 shares of United
Common Stock.
(c) See Paragraph (1) above.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
- ------ ---------------------------------------------------------------------
OF ISSUER.
- ---------
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------ --------------------------------
None
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, complete and
correct.
Sooner Southwest Bankshares, Inc.
By: /s/ Robert B. Krumme
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Robert B. Krumme, President
Illinois Refining Company
By: /s/ Robert B. Krumme
-------------------------------------
Robert B. Krumme, Vice-President
By: /s/ Robert B. Krumme
-------------------------------------
Robert B. Krumme
Page 10 of 10 Pages
