SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1 )
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)
May 26, 1999
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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 that 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 4 Pages)
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CUSIP No. 403458102 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William L. Cunningham
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,029
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,553
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,029
PERSON WITH 10 SHARED DISPOSITIVE POWER
10,125
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,582
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
IN
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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
- ----------------------------------------------------------
On May 26, 1999, the execution of a stock purchase agreement by the
issuer with a third party resulted in the acquisition of beneficial ownership of
additional shares of common stock. The acquisition of beneficial ownership of
additional shares did not require any additional funds or consideration from Mr.
Cunningham because none of the shares were purchased by him.
Item 5. Interest in Securities of the Issuer
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On May 26, 1999, the execution of a stock purchase agreement by the
issuer with a third party resulted in the acquisition of beneficial ownership of
additional shares of common stock. The acquisition of beneficial ownership of
additional shares did not require any additional funds or consideration from Mr.
Cunningham because none of the shares were purchased by him.
On May 26, 1999, Mr. Cunningham acquired sole voting and dispositive
power over 2,061 shares of common stock through the vesting of shares held in
the management stock bonus plan and acquired the right to exercise options to
purchase an additional 5,152 shares of common stock (over which he would possess
sole voting and dispositive power). During the past 60 days, Mr. Cunningham
acquired 699 shares
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<PAGE>
through an employee stock ownership plan over which he shares voting power and
holds no dispositive power.
As a result of the transactions described in the prior sentence, Mr.
Cunningham possesses beneficial ownership over 31,582 shares, representing 7.6%
of the outstanding common stock. More specifically, Mr. Cunningham possesses
sole voting and dispositive power over 12,878 shares of common stock that may be
acquired through the exercise of options, plus an additional 5,150 shares of
common stock. Mr. Cunningham possesses shared voting and dispositive power over
10,125 shares and possesses shared voting power and no dispositive power over
3,428 shares.
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<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: May 27, 1999 /s/ William L. Cunningham
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William L. Cunningham
