<PAGE>
SCHEDULE 14A INFORMATION
------------------------
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOUTHWEST BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
---------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
---------------------------------------------
2. Form, Schedule or Registration Statement No.:
---------------------------------------------
3 Filing Party:
---------------------------------------------
4. Date Filed: -------------------------------
<PAGE>
SOUTHWEST BANCORP, INC.
March 16, 1998
Dear Fellow Stockholder:
We invite you to attend the 1998 Annual Meeting of the Stockholders of
Southwest Bancorp, Inc. (the "Company") to be held in the Auditorium, Room 215,
of the Stillwater Public Library, 1107 South Duck Street, Stillwater, Oklahoma
on Thursday, April 23, 1998 at 11:00 a.m., Central Time.
The Annual Meeting has been called for the election of directors and to
consider any other matters as may properly come before the Annual Meeting or any
adjournments. Enclosed is a proxy statement, a proxy card and an Annual Report
to Stockholders for 1997. Directors and officers of the Company, as well as
representatives of Deloitte & Touche LLP, the Company's independent auditors,
will be present to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting. WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU
CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will not prevent you from
voting in person but will assure that your vote is counted if you are unable to
attend the meeting.
In addition, the Company plans to hold a reception and dinner for its
stockholders the evening of Wednesday, April 22, 1998, at 6:30 p.m. in
Stillwater, Oklahoma. If you plan to attend this reception and dinner please
fill out the enclosed card and return it to us by April 13, 1998 so we may make
the proper arrangements.
Sincerely,
/s/ Robert L. McCormick, Jr.
Robert L. McCormick, Jr.
President
<PAGE>
- --------------------------------------------------------------------------------
SOUTHWEST BANCORP, INC.
608 SOUTH MAIN STREET
STILLWATER, OKLAHOMA 74074
(405) 372-2230
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1998
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Southwest Bancorp, Inc. (the "Company"), will be held in the
Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck Street,
Stillwater, Oklahoma at 11:00 a.m., Central Time, on Thursday, April 23, 1998.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company; and
2. The transaction of such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned.
Stockholders of record at the close of business on March 6, 1998, are the
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
A complete list of stockholders entitled to vote at the Annual Meeting will
be open for examination by any stockholder for any purpose germane to the Annual
Meeting during ordinary business hours at the Company's main office during the
ten days prior to the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy, which is
solicited by the Board of Directors, and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
SECRETARY
Stillwater, Oklahoma
March 16, 1998
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
SOUTHWEST BANCORP, INC.
608 SOUTH MAIN STREET
STILLWATER, OKLAHOMA 74074
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1998
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- --------------------------------------------------------------------------------
GENERAL
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Southwest Bancorp, Inc. (hereinafter called
the "Company") to be used at the 1998 Annual Meeting of Stock holders of the
Company (hereinafter called the "Annual Meeting"), which will be held in the
Auditorium, Room 215, of the Stillwater Public Library, 1107 South Duck Street,
Stillwater, Oklahoma on Thursday, April 23, 1998, at 11:00 a.m., Central Time.
The accompanying Notice of Annual Meeting and form of proxy and this Proxy
Statement are first being mailed to stockholders on or about March 16, 1998.
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VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR ELECTION AS DIRECTORS SET
FORTH BELOW. The proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a director where a
nominee is unable to serve or for good cause will not serve, and with respect to
matters incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions
or as broker no votes, however, will be treated as shares present for purposes
of determining whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may
be revoked by written notice to the Secretary of the Company at the address
above or by the filing of a later dated proxy prior to a vote being taken on a
particular proposal at the Annual Meeting. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The presence of a
stockholder at the Annual Meeting alone will not revoke such stockholder's
proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
The only class of securities entitled to vote at the Annual Meeting
consists of the Company's common stock, $1.00 par value per share (the "Common
Stock"). Stockholder's of the Company's 9.20% Redeemable, Cumulative Preferred
Stock, Series A (the "Preferred Stock") are not entitled to vote at the Annual
Meeting. Common stockholders of record as of the close of business on March 6,
1998 (the "Record Date") are entitled to one vote for each share of Common Stock
then held, except in the election of directors, where holders of Common Stock
are permitted to cumulate their votes. As of the Record Date, there were
3,791,147 shares of Common Stock issued and outstanding.
<PAGE>
Persons and groups beneficially owning in excess of 5% of the Common Stock
or in excess of 5% of the Preferred Stock are required to file certain reports
with respect to such ownership pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The following table sets forth, as of the most
recent practicable date, certain information as to the Common Stock and
Preferred Stock beneficially owned by all persons who have filed the reports
required of persons beneficially owning more than 5% of the Common Stock or
Preferred Stock or who were known to the Company to beneficially own more than
5% of the Common Stock or Preferred Stock outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL SHARES
NAME OWNERSHIP (1) OUTSTANDING
- ---- ----------------- ------------
<S> <C> <C>
Common Stock
George M. Berry 234,380 /(2)/ 6.18%
Joyce P. Berry 233,514 /(3)/ 6.16
Estate of Paul C. Wise 696,311 /(4)/ 18.37
American Fidelity Corporation 347,918 /(5)/ 9.18
Stillwater National Bank
and Trust Company 246,600 /(6)/ 6.50
Preferred Stock
George M. Berry 1,000 *
Joyce P. Berry 400 *
</TABLE>
* Less than 1% of shares outstanding.
- ----------------
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock or Preferred Stock if he or she has or shares voting or
investment power with respect to such Common Stock or Preferred Stock or
has a right to acquire beneficial ownership at any time within 60 days from
the Record Date. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to dispose
or direct the disposition of shares. Except as otherwise noted, ownership
is direct, and the named persons exercise sole voting and investment power
over the shares of the Common Stock or Preferred Stock.
(2) Includes 200,000 shares held by George M. Berry Revocable Inter Vivos Trust
and 25,000 shares held by Monica B. Berry Trust. The address of Mr. Berry
is 402 South Willis, Stillwater, Oklahoma 74074. Does not include shares
held by his children as to which he disclaims beneficial ownership.
(3) The address of Joyce P. Berry is 312 South Willis, Stillwater, Oklahoma
74074. Does not include shares held by her children as to which she
disclaims beneficial ownership. Includes 7,547 shares held by the Berry
Charitable Trust.
(4) Mr. Wise passed away in February 1998. Excludes 114,686 shares owned by
his son, James B. Wise, M.D., a director of the Company and co-executor of
the estate. The address of the estate of Paul C. Wise is c/o John T.
Eberle, Esquire, 120 North Robinson Avenue, Suite 1615, Oklahoma City,
Oklahoma 73102.
(5) American Fidelity Corporation ("AFC") is controlled by Cameron Enterprises,
A Limited Partnership ("CELP").The general partners of CELP are Lynda L.
Cameron, William M. Cameron, Theodore M. Elam, and, as trustees, certain
officers of the Bank of Oklahoma, N.A. The address of AFC and CELP is 2000
Classen Center, Oklahoma City, Oklahoma 73106.
(6) Includes shares held in various trusts for which Stillwater National Bank
and Trust Company acts as trustee and over which it has sole or shared
dispositive power. Includes 200,000 shares held by the George M. Berry
Revocable Inter Vivos Trust. The address of Stillwater National Bank and
Trust Company is 608 South Main Street, Stillwater, Oklahoma 74074.
-2-
<PAGE>
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PROPOSAL I -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of thirteen members.
Under the Company's Certificate of Incorporation, directors of the Company are
divided into three classes and elected for terms of three years and until their
successors are elected and qualified. At the Annual Meeting, three directors
will be elected for terms expiring at the 2001 Annual Meeting. The Board of
Directors has nominated for election Thomas D. Berry, David P. Lambert, and
Linford R. Pitts, all of whom are currently directors, each to serve for a term
of three years and until his successor is elected and qualified. Under Oklahoma
law, directors are elected by a plurality of the votes present in person or
represented by proxy at the Annual Meeting and entitled to vote on the election
of directors.
Each stockholder voting in the election of directors is entitled to
cumulate his or her votes by multiplying the number of shares of Common Stock
owned of record by the stockholder on the Record Date by the number of directors
to be elected. Each stockholder is then entitled to cast his or her total
cumulated votes for one nominee or distribute his or her votes among any number
of the nominees being voted on at the Annual Meeting. Stockholders, however,
may not cumulate their votes on the form of proxy solicited by the Board of
Directors. In order to cumulate votes, stockholders must attend the meeting and
vote in person or make arrangements with their own proxies. UNLESS OTHERWISE
SPECIFIED IN THE PROXY, HOWEVER, THE RIGHT IS RESERVED, IN THE SOLE DISCRETION
OF THE BOARD OF DIRECTORS, TO VOTE CUMULATIVELY, AND TO DISTRIBUTE VOTES AMONG
SOME OR ALL OF THE NOMINEES OF THE BOARD OF DIRECTORS IN A MANNER OTHER THAN
EQUALLY SO AS TO ELECT AS DIRECTORS THE MAXIMUM POSSIBLE NUMBER OF SUCH
NOMINEES.
It is intended that the persons named in the proxies solicited by the Board
of Directors will vote for the election of the named nominees. If any nominee
is unable to serve, the shares represented by all properly executed proxies that
have not been revoked will be voted for the election of such substitute as the
Board of Directors may recommend or the size of the Board of Directors may be
reduced to eliminate the vacancy. At this time, the Board knows of no reason
why any nominee might be unavailable to serve.
Mr. Haskell Cudd has notified us that he is retiring from the Board of
Directors, effective at the conclusion of the 1998 Annual Meeting, and will not
stand for re-election to the Board of Directors. Mr. Cudd's fifty years of
service to the Company are greatly appreciated.
Mr. Paul C. Wise, Executive Vice President and Director for the Bank and
the Company, passed away in February 1998. Mr. Wise joined the Bank in 1927 and
became a Director in 1936. He had been elected last year to a term expiring at
the year 2000 Annual Meeting. He will be greatly missed. His son, James B.
Wise, MD, and granddaughter, Lee A. Wise, are continuing directors of the
Company.
-3-
<PAGE>
The following table sets forth, for each nominee and each continuing
director, his or her name, age as of the Record Date, the year he or she first
became a director of the Company, and the year of expiration of his or her
current term as director. Each director of the Company is also a member of the
Board of Directors of the Company's wholly owned subsidiary, Stillwater National
Bank and Trust Company (the "Bank").
<TABLE>
<CAPTION>
YEAR FIRST
AGE AS ELECTED AS TERM
OF THE DIRECTOR OF CURRENTLY
NAME RECORD DATE THE COMPANY EXPIRES
- ---- ----------- ----------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE AT 2001 ANNUAL MEETING
<S> <C> <C> <C>
Thomas D. Berry 54 1981 1998
David P. Lambert 58 1981 1998
Linford R. Pitts 60 1981 1998
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C>
J. Berry Harrison 59 1991 1999
Erd M. Johnson 68 1988 1999
Robert L. McCormick, Jr. 63 1981 1999
Lee A. Wise 39 1996 1999
James B. Wise, MD 61 1981 1999
George M. Berry 82 1981 2000
Joyce P. Berry 75 1981 2000
Joe Berry Cannon 61 1981 2000
Alfred L. Litchenburg /(1)/ 48 1998 2000
Robert B. Rodgers 44 1996 2000
</TABLE>
Presented below is certain information concerning the directors of the
Company. Unless otherwise stated, all directors have held the positions
indicated for at least the past five years. Except as set forth below, there
are no family relationships closer than first cousin among directors and
executive officers.
Robert L. McCormick, Jr. has been a director and Chief Executive Officer of
the Company since its inception in 1981. He has been President, Chief Executive
Officer and a director of the Bank since 1970. He is presently a Regent,
Oklahoma State Regents for Higher Education. He has served as President of the
Independent Bankers Association of America; President, Independent Bankers
Association of Oklahoma; President of the Board of Directors of the Stillwater
Chamber of Commerce; Chairman and President of the Board of Directors for the
Oklahoma Academy for State Goals; Chairman of the State Chamber, Oklahoma's
Association of Business and Industry; Chairman of the Board of Trustees of the
Oklahoma State University Foundation; 1991 Drive Chairman for the Stillwater
United Way; and was named 1990 Citizen of the Year by the Stillwater Chamber of
Commerce.
George M. Berry has been a director of the Company since its inception in
1981, and is also serving as Chairman of the Board of the Bank. Mr. Berry has
been a director of the Bank since 1954. His principal occupation is personal
investments. He is on the Board of Trustees of Sheerar Museum, a director of
the Friends of Music at Oklahoma State University, a lifetime member of the
Advisory Board of the Salvation Army, and is on the American Legion Honors
Detail. Robert B. Rodgers and J. Berry Harrison are his nephews and Joyce P.
Berry is his sister-in-law.
- -----------
(5) Mr. Litchenburg has not yet taken office. See additional information
below.
-4-
<PAGE>
Joyce P. Berry has served as a director of the Company since its inception
in 1981 and is a member of its Audit Committee. She has been a director of the
Bank since 1978. Her principal occupation is personal investments. Robert B.
Rodgers and J. Berry Harrison are her nephews and George M. Berry is her
brother-in-law.
Thomas D. Berry has been a director of the Company since its inception in
1981 and is a member of the Compensation Committee. He has been a director of
the Bank since 1978. He is involved in oil and gas exploration in North Central
Oklahoma, and is an Auctioneer and Real Estate Broker in Stillwater, Oklahoma.
Joe Berry Cannon has been a director of the Company since its inception in
1981 and a director of the Bank since 1961. He is a Professor of Management at
Oral Roberts University School of Business in Tulsa, Oklahoma. Mr. Cannon
served as Chairman, President, Chief Executive Officer and Senior Trust Officer
of First National Bank and Trust Co. in Blackwell, Oklahoma from 1968-1991. He
has been a member of the Kiwanis Club, a member of the Methodist Church Board of
Directors, and a member of the American and Oklahoma Bar Associations.
J. Berry Harrison has been a director of the Company since 1991, and is a
member of the Audit Committee. He is currently an Oklahoma State Senator, and
has been a rancher and farmer in Fairfax, Oklahoma since 1962. Mr. Harrison
serves as Conservation District Director of Osage County, President of the
Oklahoma Association of Conservation Districts, and is a member of many other
civic groups in his Senate District. George M. Berry is his uncle, Joyce P.
Berry is his aunt, and Robert B. Rodgers is his cousin.
Erd M. Johnson has been a director of the Company since 1988, and is a
member of the Compensation Committee. He is presently Operating Partner of
Johnson Oil Partnership, Midland, Texas. Mr. Johnson is a retired Petroleum
Engineer and was Operating Partner of Johnson Ranch, Fairfax, Oklahoma prior to
its liquidation in 1997. Mr. Johnson served from 1984-87 as a director of
Beefmaster Breeders Universal, and from 1987-89 as its Treasurer. Mr. Johnson
is a former Trustee and Treasurer of Trinity School of Midland, Texas and a
former director and president of The Racquet Club, Midland, Texas.
David P. Lambert has been a director of the Company since its inception in
1981 and is a member of the Audit Committee. He has been a director of the Bank
since 1979. He has also served as President and Chief Executive Officer of
Lambert Construction Company, Stillwater, Oklahoma since 1974, and is a Trustee
of Stillwater Industrial Foundation, a Trustee of the Oklahoma Construction
Advancement Foundation, and a Director of the Stillwater Chamber of Commerce.
Alfred L. Litchenburg was elected a director by the Board of Directors in
February 1998, but has not yet taken office. He is Senior Vice President and
Director of Strategic Development for American Fidelity Assurance Company,
Oklahoma City, Oklahoma, and has served in various capacities with that company
since 1975. He also serves as Vice President of the Board for the Variety
Health Center and Group Chair for the Oklahoma City United Way, and is a
member of the Finance Committee of New Covenant United Methodist Church and
Leadership Oklahoma City. He is a Fellow of the Society of Actuaries and a
member of the American Academy of Actuaries.
Linford R. Pitts has been a director of the Company since its inception in
1981, and is the chairman of the Audit Committee and a member of the
Compensation Committee. He has been a director of the Bank since 1977. He is
currently President of Stillwater Transfer & Storage Company in Stillwater,
Oklahoma, and invests in real estate and in oil and gas properties. Mr. Pitts
is a member of the Past Presidents Council of the Stillwater Chamber of
Commerce.
Robert B. Rodgers has been a director of the Company and the Bank since
February 1996. His father, James W. Rodgers, Jr., resigned as a director of the
Company and the Bank in January 1996 due to ill health. Robert B. Rodgers is
president of Perry and Rodgers Motor Company in Pauls Valley, Oklahoma, and is
owner of Rapid Roberts Enterprises. He is director and former President and
Chairman of the Board of Directors of CDI II insurance, a credit life insurance
company headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also serves on
the Board of Directors and is Regional Vice President of the Oklahoma Auto
Dealers Association. In 1992, he received the Oklahoma Auto Dealers Presidents
Award for outstanding dealership operations in Oklahoma. George M. Berry is
his uncle, Joyce P. Berry is his aunt, and J. Berry Harrison is his cousin.
-5-
<PAGE>
James B. Wise, M.D. has been a director of the Company since its inception
in 1981, and is chairman of the Compensation Committee and a member of the Audit
Committee. He has been a director of the Bank since 1981. Dr. Wise is an
Ophthalmologist and Eye Surgeon in Oklahoma City, Oklahoma and is serving as a
director of Stillwater Milling Company. He has written many research papers on
the subject of glaucoma surgery, glaucoma laser surgery and improving eye care
worldwide. He holds a patent on the widely used Wise laser iridotomy lens. He
is the owner of Long View Ranch, a diversified farming, cattle ranching, and
catfish production farm. He has served on the Centennial Advisory Committee of
Oklahoma State University, and has established the James & Verena Wise Endowment
Fund for Student Assistants of Oklahoma State University Library. Lee A. Wise is
his daughter.
Lee A. Wise has been a director of the Company since March 1996. Ms. Wise
is a doctoral candidate in computer science at the University of Oklahoma. She
is a graduate of Wesleyan University of Middletown, Connecticut (undergraduate)
and University of Oklahoma College of Law (law), and is a member of the Oklahoma
bar. Prior to engaging in her current studies, Ms. Wise was engaged in the
private practice of law in Oklahoma City, Oklahoma for ten years. Her civic
activities include charitable legal services and public legal education. James
B. Wise, M.D. is her father.
- --------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors conducts its business through meetings of
the Board and of its committees. The Board of Directors of the Company meets
monthly and may have additional special meetings. During the year ended
December 31, 1997, the Board met twelve times. No director attended fewer than
75% in the aggregate of the total number of Board meetings held during the year
ended December 31, 1997 and the total number of meetings held by committees on
which he or she served during such year.
The Company's Board of Directors has a standing Audit Committee composed of
Joyce P. Berry, J. Berry Harrison, David P. Lambert, Linford R. Pitts, Chairman,
and James B. Wise. The Board of Directors does not have a standing nomination
committee. The full Board of Directors performs this function. The Board of
Directors will consider nominees recommended by stockholders, but has not
established any procedures for submission of such recommendations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of directors James B. Wise, Chairman,
Thomas D. Berry, Erd M. Johnson, and Linford R. Pitts. The Compensation
Committee meets periodically to evaluate the compensation and fringe benefits of
the directors, officers and employees and to recommend changes and to monitor
and evaluate employee morale. The Compensation Committee met one time in 1997.
DIRECTOR COMPENSATION
Directors of the Company receive fees of $850 for each regular meeting of
the Board attended. The Board of Directors meets monthly.
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
As members of the Compensation Committees of the Company and the Bank, it
is our duty to review compensation policies applicable to senior officers; to
consider the relationship of corporate performance to that compensation; to
recommend salary and bonus levels for senior officers for consideration by the
Boards of Directors of the Company and the Bank; and to administer various
incentive plans of the Company and the Bank.
Overview. Under the compensation policies of the Company, which are
endorsed by the Compensation Committee, compensation is paid based both on the
senior officer's performance and the performance of the entire Company. In
assessing the performance of the Company and the Bank for purposes of
compensation decisions, the
-6-
<PAGE>
Compensation Committee considers a number of factors, including profits of the
Company and the Bank during the past year relative to their profit plans,
changes in the value of the Company's stock, reports of federal regulatory
examinations of the Company and the Bank, growth, business plans for future
periods, and regulatory capital levels. The Compensation Committee assesses
individual executive performance based upon its determination of the officer's
contributions to the performance of the Company and the accomplishment of the
Company's strategic goals, such as the completion of the Company's public
offerings of Common Stock in 1993, Preferred Stock in 1995, and Trust Preferred
Securities in 1997. In assessing performance for 1997 and previous years, the
members of the Committee did not make use of a mechanical weighing formula or
use specific performance targets, but instead weighed the described factors as
they deemed appropriate in the total circumstances.
Base Salary. The 1997 salary levels of the Company's senior officers were
established in 1996 consistent with this compensation policy. In its 1996
review of base compensation, the Committee determined that the performance of
Mr. McCormick in managing the Company and the Bank was excellent, based upon the
1996 financial performance of the Company, including the growth in assets,
income, and capitalization during 1996; the financial performance trends for
1996 and the preceding four years, which included growth in assets, net income,
and stockholders' equity in each year; the results of confidential regulatory
examinations; his continued involvement in community affairs in the communities
served by the Company; the Company's planned levels of financial performance for
1997; and a general level of satisfaction with the management of the Company and
the Bank for 1996. Based upon the results of this review, the salary of Mr.
McCormick was established at $254,750 per year for 1997, which represented an
increase of 18.6% over his 1996 base salary.
Bonuses. Bonuses of $5,654 and $5,000 were granted to Mr. Green and Mr.
White in 1997 based upon each officer's performance consistent with the
compensation policy described above. No other bonuses were awarded to Named
Executive Officers in 1997.
Stock Options. The purposes of the Company's 1994 Stock Option Plan (the
"Option Plan") are to attract, retain and motivate key officers of the Company
and the Bank by providing key officers with a stake in the success of the
Company, as measured by the value of its shares, and to increase the commonality
of interests among key employees and other shareholders. Members of the
Compensation Committee serve as the Stock Option Committee, which has general
responsibility for granting stock options to key employees and administering the
Option Plan. During 1997, incentive stock options for 35,000 shares were
granted at exercise prices of $21.81 to $26.75 per share (the fair market
value of the shares on the dates of grant). Included in this total for 1997
were options for 10,000 shares each of the Company's Common Stock granted to
Mr. Crowell and Mr. Green, which became exercisable as noted in the table that
accompanies this report. No stock options were granted to Named Executive
Officers other than Mr. Crowell and Mr. Green in 1997.
No member of the Compensation Committee is a former or current officer or
employee of the Company or the Bank.
March 6, 1998 James B. Wise, MD, Chairman
Thomas D. Berry
Erd M. Johnson
Linford R. Pitts
-7-
<PAGE>
STOCK PERFORMANCE COMPARISONS
The Company completed its initial public offering of securities on December
23, 1993. The following table compares the cumulative total return on a
hypothetical investment of $100 in the Common Stock at the closing price on
December 23, 1993 through December 31, 1997, with the hypothetical cumulative
total return on the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq
Bank Index for the comparable period.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 23, 1993 through December 31, 1997
<TABLE>
12/23/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Company $ 100 $ 104 $ 110 $ 159 $ 178 $ 251
---------------------------------------------------------------
NASDAQ Stock Market
Index (U.S.) 100 102 100 141 174 213
----------------------------------------------------------------
NASDAQ Bank Index 100 104 104 154 204 344
----------------------------------------------------------------
</TABLE>
-8-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table summarizes compensation earned by or awarded to the
Company's Chief Executive Officer and the Company's four most highly compensated
executive officers whose aggregate annual salary and bonuses exceeded $100,000
during 1997 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- -------- -------
OTHER SECURITIES ALL OTHER
NAME AND ANNUAL UNDERLYING LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS/SARS(2) PAYOUTS(3) SATION
- ------------------------------- ---- -------- ------- --------------- ----------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. McCormick, Jr. 1997 $254,750 -- -- -- 43,970 24,872 /(5)/
President of the Company; 1996 214,750 -- -- -- 15,738 27,559
Vice Chairman and Chief 1995 189,750 50,000 /(4)/ -- -- 20,467 30,022
Executive Officer of
the Bank
Thomas E. Bennett, Jr. 1997 134,450 -- -- -- 17,588 12,319 /(6)/
President, Tulsa Division 1996 130,450 -- -- -- 47,214 15,768
of the Bank 1995 118,450 20,000 -- -- 13,644 19,206
Rick J. Green 1997 130,460 5,654 -- 10,000 17,588 12,681 /(7)/
Executive Vice President 1996 119,411 4,084 -- -- 15,738 15,762
Chief Operating Officer of 1995 109,411 34,421 -- -- 13,644 19,181
the Bank
Stanley R. White
Chief Lending Officer 1997 117,750 5,000 -- -- 17,588 11,823 /(8)/
of the Bank 1996 113,250 -- -- -- 15,738 14,284
1995 108,750 10,000 -- -- 13,644 17,132
Kerby E. Crowell
Executive Vice President 1997 105,400 -- -- 10,000 17,588 10,056 /(9)/
and Chief Financial Officer 1996 102,400 -- -- -- 15,738 12,712
1995 100,869 -- -- -- 13,644 14,971
- ----------------------
</TABLE>
(1) Consists of certain perquisites and other personal benefits, the value of
which in the aggregate did not exceed the lesser of $50,000 or 10% of
salary and bonus for any Named Executive Officer.
(2) In each case, represents stock options granted under the Company's Stock
Option Plan.
(3) In each case, consists of payouts under the Company's Performance Unit
Plan.
(4) Bonus was deferred at election of Mr. McCormick.
(5) Consisted of $10,200 in directors' fees, $2,656 in dollar value of term
life insurance premiums paid by the Company for the benefit of Mr.
McCormick and $12,016 contributed to Mr. McCormick's account in the Profit
Sharing Plan.
(6) Consisted of $665 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Bennett and $11,654 contributed to Mr.
Bennett's account in the Profit Sharing Plan.
(7) Consisted of $665 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Green and $12,016 contributed to Mr.
Green's account in the Profit Sharing Plan.
(Footnotes continued on following page)
-9-
<PAGE>
(8) Consisted of $1,100 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. White and $10,723 contributed to Mr.
White's account in the Profit Sharing Plan.
(9) Consisted of $592 in dollar value of term life insurance premiums paid by
the Company for the benefit of Mr. Crowell and $9,464 contributed to Mr.
Crowell's account in the Profit Sharing Plan.
OPTION GRANTS IN 1997
The following table contains information concerning the grant of stock
options under the Option Plan to the Chief Executive Officer and each of the
other Named Executive Officers. No stock appreciation rights have been granted
under the Option Plan.
<TABLE>
<CAPTION>
Individual Grants
------------------------------
% of Total
Options Options Exercise
Granted Granted to or
(Number Employees Base Price Expiration Grant Date
Name of Shares)(1) in Year ($ per Share) Date Present Value/(3)/
- ----------------- ---------- ----------------- ---------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Rick J. Green 10,000/(2)/ 28.6% $24.75 11/20/2007 $90,119
Kerby E. Crowell 10,000/(2)/ 28.6% 26.75 12/18/2007 96,787
</TABLE>
- --------------------
(1) In each case, the exercise price was equal to the fair market value of the
Common Stock on the date of grant.
(2) Options granted during 1997 are exercisable 1/10 upon the date of
grant, and an additional 1/10 upon each anniversary of the date of
grant until fully exercisable on the ninth anniversary.
(3) Represents the present value of the grant at the date of grant, as
determined using the Black-Scholes option pricing model. In calculating
the present value of the option grant, the following assumptions were
utilized: (i) the current market price of the underlying stock at the date
of grant was $24.75 and $26.75 for Mr. Green and Mr. Crowell, respectively;
(ii) the annualized dividend rates at the date of grant were $1.2929% and
1.2673%, per share, respectively; (iii) the continuously compounded ten-
year risk-free rates of return expressed on an annual basis were 5.88% and
5.81%, respectively; (iv) the risk of the underlying Common Stock, measured
by the standard deviations of the continuously compounded annual rate of
returns of the Common Stock, were 18.0668% and 17.8326%; and (v) the
options are exercised at their expiration date. The foregoing assumptions
are used for illustrative purposes only. No assurance can be given that
actual experience will correspond to the assumptions utilized.
The following table sets forth information concerning the number and
potential realizable value at the end of the year of options held by each the
Named Executive Officers.
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE OPTIONS AT YEAR-END AT YEAR-END /(1)/
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- -------------------- ---------------- -------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. McCormick, Jr. $ -- $ -- 28,000 14,000 $441,000 $220,500
Thomas E. Bennett, Jr. -- -- 18,000 12,000 283,500 189,000
Rick J. Green -- -- 19,000 21,000 287,250 252,750
Stanley R. White -- -- 18,000 12,000 283,500 189,000
Kerby E. Crowell -- -- 13,000 17,000 190,750 141,750
- ------------------
</TABLE>
(1) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of the
underlying Common Stock at December 31, 1997, based on the closing sale
price of the Common Stock on December 31, 1997 as reported on the Nasdaq
National Market of $28.50 per share, and the exercise price of the options
$12.75 to $26.75 per share.
-10-
<PAGE>
No options or stock appreciation rights ("SARs") were exercised by the
Named Executive Officers during 1997. No SARs were held by any Named Executive
Officer at year-end. No options or SARs held by any Named Executive Officer
repriced during the Company's last ten full years.
SEVERANCE ARRANGEMENTS
The Bank has adopted a Severance Compensation Plan pursuant to which
Messrs. McCormick, Bennett, Green, White and Crowell are entitled to lump-sum
severance compensation upon a qualifying termination of service equal to a
percentage of their respective total annual base compensation in effect at the
date of termination. For purposes of the Severance Compensation Plan, a
qualifying termination of service is defined as either an involuntary
termination of service or a voluntary termination of service for good reason, in
either case within two years following a change-in-control occurring after the
effective date of the Severance Compensation Plan. Good reason would include:
(i) a reduction in their base salary; (ii) their assignment without their
consent to a location other than in Oklahoma; (iii) the failure to maintain them
in a position of comparable authority or responsibility; or (iv) a material
reduction in their level of incentive compensation or benefits. A change-in-
control is deemed to occur whenever: (i) any entity or person becomes the
beneficial owner of or obtains voting control over 50% or more of the
outstanding shares of common stock of either the Company or the Bank; (ii) the
shareholders of either the Company or the Bank approve (a) a merger or
consolidation in which the Company or the Bank is not the survivor or pursuant
to which the outstanding shares of either would be converted into cash,
securities or other property of another corporation other than a transaction in
which shareholders maintain the same proportionate ownership interests, or (b) a
sale or other disposition of all or substantially all of the assets of either
the Company or the Bank; or (iii) there shall have been a change in a majority
of the Boards of Directors of either the Company or the Bank within a twelve-
month period unless each new director was approved by the vote of two-thirds of
the directors still in office who were in office at the beginning of the twelve-
month period. Messrs. McCormick, Bennett, Green, White, and Crowell would have
received lump-sum severance payments of $254,750, $134,450, $142,000, $117,750
and $105,400 respectively, upon a qualifying termination of service if such
termination had occurred on December 31, 1997.
- --------------------------------------------------------------------------------
CERTAIN TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank has and expects to have in the future, banking transactions with
certain officers and directors of the Company and the Bank and greater than 5%
shareholders of the Company and the immediate families and associates of such
persons. Such transactions are in the ordinary course of business, and loans
have been and will be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of the Company's management,
such loans did not involve more than normal risk of collectibility or present
other unfavorable features.
-11-
<PAGE>
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth, as of March 6, 1998, the beneficial
ownership of the Company's Common Stock and Preferred Stock by each of the
Company's directors in office, each of the Named Executive Officers and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
------------------------------------ ------------------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENT OF NATURE OF PERCENT OF
BENEFICIAL SHARES BENEFICIAL SHARES
NAME OWNERSHIP (1) OUTSTANDING (2) OWNERSHIP (1) OUTSTANDING (2)
- ---- ------------- --------------- ------------------------------
<S> <C> <C> <C> <C>
George M. Berry 234,380 /(3)/ 6.18% 1,000 *
Joyce P. Berry 233,514 /(4)/ 6.16 400 *
Thomas D. Berry 15,690 *
Joe Berry Cannon 34,629 /(5)/ *
W. Haskell Cudd 28,000 /(6)/ *
J. Berry Harrison 35,392 *
Erd M. Johnson 61,588 /(7)/ 1.62
David P. Lambert 14,226 /(8)/ *
Robert L. McCormick, Jr. 81,000 /(9)/ 2.14
Linford R. Pitts 7,226 *
Robert B. Rodgers 15,500 /(10)/ *
Lee A. Wise 527 /(11)/ *
James B. Wise, MD 810,997 /(12)/ 21.39 2,000 *
Thomas E. Bennett, Jr. 21,789 /(13)/ *
Kerby E. Crowell 17,625 /(14)/ *
Rick J. Green 21,407 /(15)/ *
Stanley R. White 23,153 /(16)/ *
All Directors and Executive
Officers as a Group
21 persons) 1,681,332 /(17)/ 44.35% 3,400 *
- ------------------
</TABLE>
* Less than one percent of shares outstanding.
(1) For the definition of beneficial ownership, see footnote 1 to the table in
"Voting Securities and Principal Holders Thereof." Unless otherwise
indicated, ownership is direct and the named individual exercises sole
voting and investment power over the shares listed as beneficially owned by
such person.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding includes any shares of the Common
Stock or Preferred Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(3) Includes 200,000 shares held by George M. Berry Revocable Inter Vivos Trust
and 25,000 shares held by Monica B. Berry Trust. Does not include shares
held by his children as to which he disclaims beneficial ownership.
(4) Includes 7,547 shares held by Berry Charitable Trust. Does not include
shares held by her children as to which she disclaims beneficial ownership.
(5) Include 1,005 shares held by the Jennie Goodson Cannon Trust, of which Mr.
Berry as co-trustee, shares voting and investment power. Excludes 18,270
shares beneficially owned by his wife, Beverly Cannon, as trustee and 800
shares held by his wife.
(6) Includes 25,200 shares held by the W. Haskell Cudd Living Trust.
(7) Excludes 10 shares held by his wife, Ann W. Johnson. Includes 2,694 shares
held by Johnson Oil Partnership of which Mr. Johnson is a general partner.
(8) Includes 7,000 shares which are held by his wife.
(9) Includes 44,000 shares held by Robert L. McCormick, Jr. Trust and 9,000
shares held by Peggy Anne McCormick Trust. Includes 28,000 shares which
Mr. McCormick has the right to acquire within 60 days of the Record Date
upon the exercise of options issued under the 1994 Stock Option Plan.
(10) Excludes any shares owned by his father, James W. Rodgers, Jr. and his
mother, Sarah Jane Berry Rodgers.
(11) Excludes any shares owned by her father, James B. Wise, M.D., or the estate
of her grandfather, Paul C. Wise.
(Footnotes continued on following page)
-12-
<PAGE>
(12) Includes 696,311 shares held by the estate of his father, Paul C. Wise, of
which Dr. Wise is co-executor.
(13) Includes 3,089 shares held by Mr. Bennett or his spouse as trustee or
custodian. Includes 18,000 shares which Mr. Bennett has the right to
acquire within 60 days of the Record Date pursuant to the exercise of
options issued under the 1994 Stock Option Plan.
(14) Includes 13,000 shares which Mr. Crowell has the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan.
(15) Includes 280 shares held jointly with his spouse and 2,127 shares held by
his spouse. Includes 19,000 shares which Mr. Green has the right to
acquire within 60 days of the Record Date pursuant to the exercise of
options issued under the 1994 Stock Option Plan.
(16) Includes 18,000 shares which Mr. White has the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan. Includes 170 shares held by his spouse.
(17) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children and for the benefit of certain directors and executive officers
under individual retirement accounts ("IRAs") and living trusts. Includes
119,000 shares which executive officers have the right to acquire within 60
days of the Record Date pursuant to the exercise of options issued under
the 1994 Stock Option Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Based solely on the Company's review of the copies of initial statements of
beneficial ownership on Form 3 and reports of changes in beneficial ownership on
Form 4 that it has received in the past year, annual statements of changes in
beneficial ownership on Form 5 with respect to the last fiscal year, and written
representations that no such annual statement of change in beneficial ownership
was required, the Company believes that all persons subject to such reporting
requirements have complied with the reporting requirements with respect to
fiscal year 1997.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
Deloitte & Touche LLP, which was the Company's independent certified public
accounting firm for 1997, has been retained by the Board of Directors to be the
Company's auditors for 1998. A representative of Deloitte & Touche LLP is
expected to be present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he so desires.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement
and matters incident to the conduct of the Annual Meeting. However, if any
other matters should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of Directors.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.
The Company's 1997 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
-13-
<PAGE>
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office at 608
South Main Street, Stillwater, Oklahoma 74074 no later than November 24, 1998.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah T. Bradley
DEBORAH T. BRADLEY
SECRETARY
Stillwater, Oklahoma
March 16, 1998
- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1997 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO:
KERBY E. CROWELL, SOUTHWEST BANCORP, INC., P.O. BOX 1988, STILLWATER, OKLAHOMA
74076.
- --------------------------------------------------------------------------------
-14-
<PAGE>
REVOCABLE PROXY
SOUTHWEST BANCORP, INC.
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1998
--------------------------------------
The undersigned hereby appoints Joyce P. Berry, Joe Berry Cannon and Robert L.
Hert, with full powers of substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders (the
"Annual Meeting"), to be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April
23, 1998 at 11:00 a.m., Central Time, and at any and all adjournments thereof,
as indicated below and in accordance with the determination of a majority of the
Board of Directors with respect to other matters which come before the Annual
Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [_] [_]
Thomas D. Berry
David P. Lambert
Linford R. Pitts
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
---------------------------------------------------
UNLESS CONTRARY DIRECTION IS GIVEN, THE RIGHT IS RESERVED IN THE
SOLE DISCRETION OF THE BOARD OF DIRECTORS TO DISTRIBUTE VOTES AMONG
SOME OR ALL OF THE ABOVE NOMINEES IN A MANNER OTHER THAN EQUALLY SO
AS TO ELECT AS DIRECTORS THE MAXIMUM POSSIBLE NUMBER OF SUCH
NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
NOMINEES.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON
THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for
the Annual Meeting and the 1997 Annual Report to Stockholders.
Dated: , 1998
------------------------
- ----------------------------------- ----------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ----------------------------------- ----------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
[ ] Please check here if you plan
- to attend the Annual Meeting.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
KENNEDY, BARIS & LUNDY, L.L.P.
ATTORNEYS AT LAW
SUITE 300
4719 HAMPDEN LANE
TEXAS OFFICE: BETHESDA, MD 20814 WASHINGTON, DC OFFICE:
SUITE 1775 (301) 654-6040 SEVENTH FLOOR
112 EAST PECAN STREET FAX: (301) 654-1733 1225 - 19TH STREET, NW
SAN ANTONIO, TX 78205 WASHINGTON, DC 20036
(210) 228-9500 (202) 835-0313
FAX: (210) 228-0781 FAX: (202) 835-0319
</TABLE>
JAMES I. LUNDY, III
PARTNER*
*ADMITTED IN DC ONLY
March 16, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Southwest Bancorp, Inc.
Stillwater, Oklahoma
Commission File No. 0-23064
-----------------------------------------
Gentlemen:
On behalf of Southwest Bancorp, Inc., Stillwater, Oklahoma, enclosed for
filing is a Definitive Proxy Statement in connection with its annual meeting of
shareholders.
Very truly yours
/s/ James I. Lundy, III
James I. Lundy, III
