SECURITIES AND EXCHANGE COMMISSION
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): April 28, 2005
Southwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 0-23064 73-1136584
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Number)
608 South Main Street, Stillwater, Oklahoma 74074
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 372-2300
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Item 7.01 Regulation FD Disclosure
On April 28, 2005, Southwest Bancorp, Inc. (the "Company"), pursuant to
the provisions of the Indenture, dated as of June 4, 1997 between the Company
and U.S. Bank, National Association, as Trustee (as successor to State Street
Bank and Trust Company), relating to the Company's 9.30% Subordinated
Debentures, due 2027 (the "Debentures"), issued to SBI Capital Trust, gave
notice of its intention to redeem, on June 24, 2005 (the "Redemption Date"), all
of the $25,786,500 aggregate principal amount of Debentures issued to SBI
Capital Trust. The price at which the Debentures will be redeemed is 100% of the
principal amount thereof, plus interest from the most recent interest payment
date to the date of redemption, or $25,786,500 in aggregate principal, plus
approximately $360,000 in aggregate unpaid interest.
In accordance with the Amended and Restated Declaration of Trust, dated
as of June 4, 1997 among the Company, US Bank National Association, as Property
Trustee (as successor to State Street Bank and Trust Company), Wilmington Trust
Company, as Delaware Trustee, and the Administrative Trustees therein named (the
"Declaration"), relating to the 9.30% Cumulative Trust Preferred Securities (the
"Preferred Securities") issued by SBI Capital Trust, the redemption of the
Debentures will result in the automatic redemption on the Redemption Date of all
of the 1,000,500 Preferred Securities issued by SBI Capital Trust at the
redemption price of $25 per Preferred Security, plus accrued and unpaid
distributions to the Redemption Date, and all of the 30,960 outstanding common
securities of SBI Capital Trust, $25 liquidation amount per common security,
which are owned by the Company. The aggregate redemption price for the Preferred
Securities and the Common Securities is equal to the aggregate redemption price
of the Debentures.
Following the redemption, the Company's capital ratios will continue to
comply with all applicable regulatory capital requirements and the capital
ratios of the Company's banking subsidiaries will continue to be "well
capitalized" for regulatory purposes. On April 28, 2005, the Company issued a
press release announcing the redemption of the Trust Preferred Securities issued
by SBI Capital Trust. The press release announcing the redemption is attached
hereto as Exhibit 99 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits.
99 Press Release dated April 28, 2005
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/ Rick Green
-----------------------------------
Rick Green, President,
Chief Executive Officer
Dated: April 28, 2005