SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
GUTHRIE SAVINGS, INC.
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(Name of issuer)
Common Stock $0.01 Par Value Per Share
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(Title of class of securities)
403458102
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(CUSIP Number)
Samuel J. Malizia, Esquire
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W., Suite 700 East
Washington, D.C. 20005
(202) 434-4660
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 24, 1997
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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
|_|.
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.
(Continued on following pages.)
(Page 1 of 7)
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CUSIP No. 403458102 13D Page 2 of ___ Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William L. Cunningham
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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
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 17,336
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
4,229
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9 SOLE DISPOSITIVE POWER
17,336
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10 SHARED DISPOSITIVE POWER
3,091
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,565
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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)
5.1%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
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The class of equity securities to which this Statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), of Guthrie
Savings, Inc. (the "Issuer"), the executive office of which is located at 120
North Division, Guthrie, Oklahoma 73044.
Item 2. Identity and Background
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The name and business address of the person filing this Statement is
William L. Cunningham, 120 N. Division, Guthrie, Oklahoma 73044. Mr. Cunningham
is the President, Chief Executive Officer and a director of the Issuer. During
the last five years, Mr. Cunningham has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in his being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mr. Cunningham is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Cunningham may be deemed to beneficially own the following shares
of common stock: (1) 10,050 shares of common stock indirectly owned by him
through an individual retirement account ("IRA") for a total purchase price of
approximately $100,500, all but 50 of which shares were acquired on October 11,
1994 with personal funds held in this account; (2) 75 shares of common stock
acquired for $750 on October 11, 1994 and held in the names of grandchildren for
which Mr. Cunningham provided personal funds; (3) 5,151 shares of common stock
that may be acquired within 60 days by the exercise of options granted to Mr.
Cunningham
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under the Issuer's stock option plan; and (4) 5,151 shares of common stock that
Mr. Cunningham was awarded pursuant to a management stock bonus plan ("MSBP") at
no cost for which 20% vest on each of July 27, 1996, 1997, 1998, 1999 and 2000
over which he currently exercises sole voting power and sole dispositive power
over vested shares; and (5) 1,138 shares (excludes a fractional share) of common
stock allocated at no cost pursuant to an employee stock ownership plan ("ESOP")
over which he exercises shared voting power and no dispositive power.
Item 4. Purpose of Transaction
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All of the shares reported on this Schedule 13D as beneficially owned
by Mr. Cunningham were acquired for investment. Mr. Cunningham may, from time to
time, depending upon market conditions and other investment considerations,
purchase additional securities of the Issuer for investment or dispose of
securities of the Issuer. As a director and an executive officer of the Issuer,
Mr. Cunningham, from time to time, explores and is presented with potential
actions and transactions which may be advantageous to the Issuer and its
stockholders, including possible mergers, acquisitions and other business
combinations.
Other than in the performance of his duties as a director and an
executive officer of the Issuer, Mr. Cunningham has no current plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
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(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's certificate of incorporation, bylaws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any
persons;
(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;
(i) 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, as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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Mr. Cunningham may be deemed to own beneficially an aggregate of 21,565
shares of common stock, constituting 5.1% of the number of shares of common
stock outstanding on the date hereof (adjusted for the issuance of shares to
cover the exercise of stock options that may be deemed to be beneficially owned
by Mr. Cunningham). Such amount includes 10,125 shares
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Mr. Cunningham beneficially owns indirectly, with sole voting and investment
power, and 1,138 shares (excluding a fractional share) held in the ESOP, with
whom he may be deemed to have shared voting and no investment power. Such amount
also includes 5,151 shares awarded through the MSBP directly owned and for which
there is sole voting and dispositive power over 2,060 shares and for which there
is no voting and indirect shared dispositive power over 3,091 shares. This
amount also includes options granted to Mr. Cunningham under a stock option plan
to purchase 5,151 shares of common stock. Mr. Cunningham holds options to
acquire 12,878 shares of common stock of which 20% vest on each of July 27,
1996, 1997, 1998, 1999 and 200, and of which 7,727 are not exercisable within 60
days and are not included in the total shown above. No transactions have
occurred within the past 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer
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Not Applicable.
Item 7. Material to be Filed as Exhibits
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None.
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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.
Date: June 24, 1997 /s/William L. Cunningham
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William L. Cunningham
