SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
GUTHRIE SAVINGS, INC.
---------------------
(Name of issuer)
Common Stock $0.01 Par Value Per Share
--------------------------------------
(Title of class of securities)
403458102
---------
(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
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 30, 1998
---------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 7)
- ---------------------------
1 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 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>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ----------------------------------------------------- --------------------------------------------------
CUSIP No. 403458102 13D Page 2 of 7 Pages
- ----------------------------------------------------- --------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alvin R. Powell, Jr.
- -----------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -----------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- -----------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 22,413
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
3,962
------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
22,413
------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,962
- -----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,375
- -----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- -----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 1. Security and Issuer
- ----------------------------
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
- --------------------------------
The name and business address of the person filing this Statement is
Alvin R. Powell, Jr., 120 N. Division, Guthrie, Oklahoma 73044. Mr. Powell is a
director of the Issuer. During the last five years, Mr. Powell 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. Powell is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
Mr. Powell may be deemed to beneficially own the following shares of
common stock: (1) 4,000 shares of common stock indirectly owned by him through
an individual retirement account ("IRA") for a total purchase price of
approximately $40,000, all of which shares were acquired on October 11, 1994
with personal funds held in this account; (2) 16,250 shares of common stock
acquired for approximately $201,750 for which Mr. Powell provided personal
funds; (3) 3,550 shares of common stock acquired for approximately $38,450 for
which his spouse provided personal funds through an IRA; (4) 1,545 shares of
common stock that may be
-3-
<PAGE>
acquired within 60 days by the exercise of options granted to Mr. Powell under
the Issuer's stock option plan (an additional 515 shares may be acquired by the
exercise of options on each of July 27, 1999 and 2000); and (5) 1,030 shares of
common stock that Mr. Powell 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.
Item 4. Purpose of Transaction
- ------------------------------
All of the shares reported on this Schedule 13D as beneficially owned
by Mr. Powell were acquired for investment. Mr. Powell 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 of the Issuer, Mr. Powell, 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 of the
Issuer, Mr. Powell 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;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
-4-
<PAGE>
(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
- ---------------------------------------------
Mr. Powell may be deemed to own beneficially an aggregate of 26,375
shares of common stock, constituting 6.5% 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. Powell). Such amount includes 16,250 shares Mr. Powell beneficially owns
directly, with sole voting and investment power, 4,000 shares Mr. Powell
beneficially owns indirectly through his IRA, with soles voting and investment
power and
-5-
<PAGE>
3,550 shares held indirectly with his spouse through her IRA, with whom he may
be deemed to have shared voting and investment power. These 26,375 shares also
include 1,030 shares awarded through the MSBP directly owned and for which there
is sole voting and dispositive power over 618 shares and for which there is no
voting and indirect shared dispositive power over 412 shares. These 26,375
shares also include options granted to Mr. Powell under a stock option plan to
purchase 1,545 shares of common stock. Mr. Powell holds options to acquire 2,575
shares of common stock of which 20% vest on each of July 27, 1996, 1997, 1998,
1999 and 2000, and of which 1,030 are not exercisable within 60 days and are not
included in the total shown above. Aside from vesting events, within the past 60
days, the only transaction was the purchase, with personal funds, of 2,500
shares, at $20.00 per share, for $50,000 on November 30, 1998.
Item 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer
- ---------------------------------------------------------------
Not Applicable.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
-6-
<PAGE>
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: December 7, 1998 /s/Alvin R. Powell, Jr.
---------------------- ------------------------
Alvin R. Powell, Jr.
