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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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Southwest Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
84476910
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(CUSIP Number)
Ronald D. Phares, Vice President, Southwest Bancshares, Inc.
4062 Southwest Highway, Hometown, IL 60456 708-636-2700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 24, 1996
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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. / / (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).
SEC 1746 (9-88) 1 of 7
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CUSIP No. 84476910 SCHEDULE 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard E. Webber
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2 CHECK THE 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*
BF and PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois 6/24/96
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7 SOLE VOTING POWER
NUMBER OF 143,699
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,383
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 143,699
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
31,383
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,722
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
11.19%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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CUSIP NO. 84476910 Page 3 of 8 Pages
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ITEM 1 (a): Title of Class of Securities
Common Stock
ITEM 1 (b): Name and Address of the Principal Executive Office
of the Issuer
Southwest Bancshares, Inc.
4062 Southwest Highway
Hometown, IL 60456
ITEM 2: Identify and Background
-----------------------
ITEM 2 (a): Name
Richard E. Webber
ITEM 2 (b): Address
4062 Southwest Highway
Hometown, IL 60456
ITEM 2 (c): Principal Occupation
President & Chief Financial Officer
Southwest Bancshares, Inc.
4062 Southwest Highway
Hometown, IL 60456
President and Chief Executive Officer
Southwest Federal Savings and Loan Association
3525 W. 63rd Street
Chicago, IL 60629
ITEM 2 (d): Criminal Proceedings
None
ITEM 2 (e): Civil Proceedings
None
ITEM 2 (f): Citizenship
Illinois
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CUSIP NO. 84476910 Page 4 of 8 Pages
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ITEM 3: Source and Amount of Funds or Other Consideration
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<TABLE>
<CAPTION>
On June 11, 1992, the issuer, Southwest Bancshares, Inc. closed its public
offering for 2,656,500 shares of its common stock and acquired Southwest Federal
Savings and Loan Association of Chicago. At June 24, 1996, there were 1,794,474
shares of common stock outstanding. Since the Association's conversion from a
mutual to a stock federally chartered Savings and Loan Association, Mr. Webber
has acquired the following shares of Southwest Bancshares, Inc.
Nature of
Indirect
# of Ownership Beneficial
Date Shares Price Form Ownership
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<S> <C> <C> <C> <C>
6/23/92 6,766 10.00 Direct
6/23/92 19,800 10.00 Indirect IRA Trust
6/23/92 26,565 10.00 Indirect Spouse
6/23/92 5,832 --- Indirect RRP Trust (1)
6/24/92 5,000 11.88 Direct
6/24/92 5,000 12.00 Direct
6/25/92 10,000 12.25 Direct
8/14/92 800 14.00 Indirect By Children
8/21/92 1,000 13.50 Direct
4/09/93 3,000 --- Indirect ESOP Trust
6/23/93 5,832 --- Direct RRP Trust (1)
11/23/93 10,000 10.00 Direct Exercised
Options
12/03/93 600 19.75 Indirect By Children
1/21/94 1,229 20.00 Indirect IRA Trust
3/17/94 3,000 --- Indirect ESOP Trust
6/23/94 5,832 --- Direct RRP Trust (1)
11/08/94 600 --- Indirect By Children
11/18/94 25,000 10.00 Direct Exercised
Options
12/09/94 250 21.00 Indirect IRA Trust
2/14/95 2,294 --- Indirect ESOP Trust
2/14/95 866 --- Indirect Children
ESOP Trust
3/22/95 215 24.50 Indirect IRA Trust
6/15/95 200 26.75 Indirect IRA Trust
6/23/95 5,832 --- Direct RRP Trust (1)
8/24/95 5,000 10.00 Direct Exercised
Options
9/20/95 190 28.50 Indirect IRA Trust
10/24/95 900 --- Indirect By Children
11/28/95 5,000 10.00 Direct Exercised
Options
12/12/95 <1,000> --- Direct Gifted Stock
to Children
12/12/95 500 --- Indirect By Children -
Gift
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CUSIP NO. 84476910 Page 5 of 8 Pages
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<CAPTION>
Nature of
Indirect
# of Ownership Beneficial
Date Shares Price Form Ownership
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<S> <C> <C> <C> <C>
12/22/95 <2,000> --- Indirect Distribution
out of IRA
Trust
12/22/95 2,000 --- Direct Distribution
Received from
IRA Trust
2/16/96 2,595 --- Indirect ESOP Trust
2/16/96 552 --- Indirect Children
ESOP Trust
2/21/96 10,000 10.00 Direct Exercised
Options
4/30/96 <4,000> --- Indirect Distribution
out of IRA
Trust
4/30/96 4,000 --- Direct Distribution
Received from
IRA Trust
6/23/96 5,832 --- Direct RRP Trust (1)
6/23/96 25,640 --- Indirect Unexercised
Options
(1) Shares granted under the Association's Recognition and
Retention Plan; 20% of award is earned each year,
commencing June 23, 1993.
co-trustee.
</TABLE>
The source of funds for these acquisitions were:
$100,000 Bank Loan from First Suburban National Bank
150 S. Fifth Avenue
Maywood, IL 60153
$697,910 Personal Funds
ITEM 4: Purpose of Transaction
----------------------
ITEM 4 (a): The acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the issuer;
None.
ITEM 4 (b): An extraordinary corporate transaction, such as a
merger, reorganization of liquidation, involving the
issuer or any of its subsidiaries;
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CUSIP NO. 84476910 Page 6 of 8 Pages
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None.
ITEM 4 (c): A sale or transfer of a material amount of asset of
the issuer or any of its subsidiaries;
None.
ITEM 4 (d): Any change in the present board of directors or
management of the issuer, including any plans or
proposals to change the number of term of directors
or to fill any existing vacancies on the board;
None.
ITEM 4 (e): Any material change in the present capitalization or
dividend policy of the issuer;
None.
ITEM 4 (f): 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 Company Act
of 1940;
None.
ITEM 4 (g): 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;
None.
ITEM 4 (h): 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;
None.
ITEM 4 (i): A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
None.
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CUSIP NO. 84476910 Page 7 of 8 Pages
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ITEM 4 (j): Any action similar to any of those enumerated above.
None.
ITEM 5: Interest in Securities of the Issuer
------------------------------------
ITEM 5 (a): 175,082
ITEM 5 (b): 143,699 Sole Voting Power
31,383 Shared Voting Power
0 Shared Voting and Dispositive Power
ITEM 5 (c): Mr. Webber's ownership in Southwest Bancshares, Inc.
(the Company) has increased by more than one percent
since the date of filing Amendment Number 3 to his
Schedule 13D. Mr. Webber became a 11.19% owner of
the Company as a result of the Company completing
its ninth stock repurchase program and initiating a
tenth stock repurchase program; various transactions
listed on pages four and five, Item 3, for the
period July 1, 1995 to June 24, 1996; and the
beneficial ownership of 25,640 shares underlying
options which have not been exercised.
Effective November 3, 1995, Mr. Webber is no longer a co-trustee
of the Association's Retirement Plan.
ITEM 5 (d): None.
ITEM 5 (e): N/A
ITEM 6: Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None.
ITEM 7: Exhibits.
The bank loan referenced in Item 3 was repaid in
1992. Therefore, a copy of the Note is not included
as an exhibit because it is deemed immaterial.
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CUSIP NO. 84476910 Page 8 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.
June 24, 1996 /s/ Richard E. Webber, President
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Date Signature
Richard E. Webber, President
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Name/Title
