Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2003
--------------
Southwest Bancorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 0-23064 73-1136584
- ------------------------------- ----------------------- ------------------------
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
608 South Main Street, Stillwater, Oklahoma 74074
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 372-2230
--------------
Item 5. Other Events
Southwest Bancorp, Inc. (Nasdaq - OKSB) intends to sell up to $20
million, net of inter-company transactions, of a new issue of subordinated
debentures to a newly formed subsidiary trust organized under Connecticut law in
a private placement transaction. The debentures will have a 30 year term and
will be callable beginning in 2008. The debentures will bear a floating rate of
interest, which will be adjusted quarterly and tied to three month Libor. The
trust will fund the purchase of the debentures by issuance of an equal amount of
trust preferred securities, having identical terms, in a private placement
transaction of pooled trust preferred securities. The transaction is expected to
close late in the second quarter of 2003.
The net proceeds of the private placement are expected to qualify,
subject to limitations, as Tier one capital for Southwest. The net proceeds will
be used by Southwest for general corporate purposes, including contribution to
its subsidiary banks, The Stillwater National Bank & Trust Company, Stillwater
Oklahoma, and SNB Bank of Wichita, Wichita, Kansas (in organization).
This Current Report on Form 8-K does not constitute an offer to sell or
the solicitation of an offer to buy the securities described herein. The
securities described herein will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States without registration or
an applicable exemption from the registration requirements.
Forward Looking Statements
This Current Report on Form 8-K includes forward-looking statements of
Southwest's goals, intentions, and expectations regarding a proposed sale of
securities and regulatory capital calculations. These forward-looking statements
are subject to significant uncertainties because they are based upon: actions by
the proposed buyers of such securities; market conditions; future laws and
regulations; and a variety of other matters. Because of these uncertainties, the
actual future results may be materially different from the results indicated by
these forward-looking statements
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHWEST BANCORP, INC.
By: /s/ Kerby E. Crowell
---------------------------------------
Executive Vice President, Chief Financial
Dated: June 18, 2003 Officer and Secretary