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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Texas Security Bancshares, Inc.
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(Name of Issuer)
Common Stock, $2.50 par value
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(Title of Class of Securities)
None
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(CUSIP Number)
Mr. J. Andy Thompson
777 West Rosedale, Fort Worth, TX 76104 817-347-8102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1994
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(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 the 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 five percent or less 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).
Page 1 of 8 Pages
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CUSIP No.: None 13D Page 2 of 8 Pages
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1. Name of reporting person: LNW Family, L.P.
IRS Identification No. of above person: 75-2543746
2. Check the appropriate box if a member (a) [ ]
of a group (b) [X]
3. SEC use only
4. Source of funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or place of organization: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: 230,896
8. Shared voting power: Zero (0)
9. Sole dispositive power: 230,896
10. Shared dispositive power: Zero (0)
11. Aggregate amount beneficially owned by each reporting person:
230,896
12. Check box if the aggregate amount in Row (11) excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11): 8.82%
14. Type of reporting person: PN
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TEXAS SECURITY BANCSHARES, INC.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the common
stock, par value $2.50 per share (the "Common Stock"), of Texas Security
Bancshares, Inc., a Texas corporation (the "Issuer"), which has its
principal executive offices located at 777 West Rosedale, Fort Worth,
Texas 76104.
ITEM 2. IDENTITY AND BACKGROUND
LNW Family, L.P. (the "Reporting Person") is a Texas limited partnership
which is engaged in investment activities. The address of its principal
business is 705 Rivercrest Drive, Fort Worth, Texas 76107.
During the past five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 activity
subject to, federal or state securities laws or finding any violations
with respect to such laws.
SCHEDULE 1 attached hereto lists the names, addresses, present principal
occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is
conducted for each of the general partners of the Reporting Person.
Each such general partner is a United States citizen.
During the past five years, none of the general partners of the
Reporting Person have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or 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 activity subject to, federal or state
securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The event which triggered the filing of this Schedule 13D was the
formation of LNW Family, L.P. by its general partners and limited
partners on June 6, 1994. The general partners and limited partners
contributed a total of
Page 3 of 8 Pages
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230,896 shares of Common Stock of the Issuer, plus an additional $5,000
in cash, to LNW Family, L.P. as their capital contributions.
Partnership units were issued by the Reporting Person for these shares
at the time of the triggering event.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Common Stock of the Issuer was for
investment purposes.
(a) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in the acquisition or
disposition of any additional securities of the Issuer, except that the
Reporting Person may make additional purchases or sales of Common Stock
in open-market or privately negotiated purchases.
(b) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any extraordinary corporate
transactions, such as a merger, reorganization or liquidation, involving
the Issuer or any subsidiary.
(c) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in a sale or transfer of a
material amount of assets of the Issuer or any subsidiary.
(d) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any change in the present
Board of Directors or management of the Issuer.
(e) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any material change in the
present capitalization or dividend policy of the Issuer.
(f) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any material change in the
Issuer's business or corporate structure.
(g) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in changes in the Issuer's
charter, bylaws or other actions which may impede the acquisition or
control of the Issuer by any person.
(h) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any class of securities of
the Issuer to cease to be autho-
Page 4 of 8 Pages
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rized to be quoted on an inter-dealer quotation system of a registered
national securities association.
(i) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934.
(j) The Reporting Person and its general partners do not have any plans or
proposals which relate to or would result in any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 230,896 shares of the class of
securities identified in Item 1 which is 8.82% of such class of
securities. The information contained in SCHEDULE 1 hereto regarding
the aggregate number and percentage of the class of securities
identified in Item 1 beneficially owned by the Reporting Person's
general partners is incorporated herein by reference.
The Issuer reported on its Form 10-Q for the quarter ending June 30,
1994 that it had 2,616,723 shares of Common Stock outstanding as of June
30, 1994. Neither the Reporting Person nor its general partners have
any options or warrants to purchase shares of Common Stock of the
Issuer.
(b) All voting and disposition decisions concerning the Common Stock owned
by the Reporting Person will be made by the majority vote of its general
partners. The information contained in SCHEDULE 1 hereto regarding the
power to vote or dispose of securities identified in Item 1 beneficially
owned by the Reporting Person's general partners is incorporated herein
by reference.
(c) Neither the Reporting Person nor its general partners effected any
transactions in shares of Common Stock of the Issuer within the sixty
(60) days prior to the date of the event requiring the filing of this
statement, June 6, 1994.
(d) The Reporting Person and its general partners do not know of any person
who has a right to receive or the power to direct receipt of dividends
or proceeds from the sale of the securities of the Issuer that are the
subject of this Schedule 13D.
(e) The Reporting Person has not ceased to be subject to the reporting
requirements of Schedule 13D during the period of this statement.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
among the Reporting Person or between the Reporting Person and any
person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are no Exhibit required to be filed as part of this Schedule 13D.
Page 6 of 8 Pages
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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.
LNW FAMILY, L.P.
Dated: October 3, 1994 /s/ Nancy Wilemon Smith
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Nancy Wilemon Smith,
Managing General Partner
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SCHEDULE 1
GENERAL PARTNERS OF THE REPORTING PERSON AND BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Address of
Principal Occupation Amount
Name of Business Office or Beneficially Percent
General Partner or Residence Employment Owned of Class
---------------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Nancy Wilemon Smith 705 Rivercrest Drive 1 240,072 9.17%
Fort Worth, TX 76107
Angela Thompson Sewell 3901 Potomac 2 230,915 8.82%
Fort Worth, TX 76107
Nancy Thompson Spencer 11080 Chapin Road 3 239,122 9.14%
Aledo, TX 76008
Cynthia Thompson Hawkins 4720 Collinwood 4 230,956 8.83%
Fort Worth, TX 76107
<CAPTION>
Number of Shares as
to Which Such Person Has
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Sole Power Shared Power
Sole Power Shared Dispose or to Dispose or
to Vote or Power to to Direct to Direct the
Name of to Direct Vote or to the Disposi- Disposition
General Partner Vote Direct Vote tion of of
---------------- ---------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
Nancy Wilemon Smith 676 239,396 676 239,396
Angela Thompson Sewell 9 230,906 9 230,906
Nancy Thompson Spencer 6,495 232,627 6,495 232,627
Cynthia Thompson Hawkins 50 230,906 50 230,906
1 Employed by Wilemon Investments, which has as its principal business activity investments and its principal adresss
is P.O Box 4473, Fort Worth Texas 76164.
2 Not employed.
3 Employed by Reading Friends, which has as its principal business teaching and its principal address is 5228 Pershing, Fort
Worth Texas 76107.
4 Not employed.
</TABLE>
Page 8 of 8 Pages
