8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 19, 2009

Southwest Bancorp, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Oklahoma	0-23064	73-1136584
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
608 South Main Street, Stillwater, Oklahoma		74074
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 405-372-2230

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  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 1.01 Entry into a Material Definitive Agreement.

On June 19, 2009, Southwest Bancorp, Inc. issued a press release announcing that Bank of Kansas ("SNB Kansas") had entered into a purchase and assumption agreement (the "Agreement") with the Federal Deposit Insurance Corporation ("FDIC") to acquire deposits, loans, and other liabilities and assets of First National Bank of Anthony, Anthony Kansas ("FNBA") in an FDIC-assisted transaction. SNB Kansas is a wholly owned, full service commercial banking subsidiary of Southwest.

All branches of FNBA will reopen as offices of SNB Kansas. FNBA depositors will automatically become depositors of SNB Kansas and deposits will continue to be insured by the FDIC without interruption.

In the Agreement, SNB Kansas agreed to pay a premium on deposits of 50 basis points and to acquire the specified assets, net of liabilities at a discount to book value of $15 million calculated in accordance with FDIC bidding rules.

Southwest estimates that SNB Kansas will acquire $140 million in deposits and $125 milli on in loans (at book value) in the transaction. SNB Kansas also will receive a cash payment from the FDIC, which will be calculated and paid on Monday June 22nd. SNB Kansas will not assume brokered deposits. Determination of the final amounts acquired and their values for financial statement purposes will be made after further analysis.

SNB Kansas and the FDIC also have entered loss sharing agreements that provide SNB Kansas with significant protection against credit losses on loans and related assets acquired from FNBA. Under these agreements, the FDIC will reimburse SNB Kansas for 80% of losses on covered assets, primarily acquired loans and other real estate, of up to $35 million, and for 95% of any losses on covered assets above $35 million. SNB Kansas will service the covered assets.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 19, 2009, Southwest Bancorp, Inc. issued a news release regarding the entry by its subsidiary, Bank of Kansas, into a purchase and assumption agreement with the Federal Deposit Insurance Corporation ("FDIC") to acquire deposits, loans, and other liabilities and assets of First National Bank of Anthony, Anthony Kansas, in an FDIC-assisted transaction. A copy of this news release is attached as Exhibit 99, and is incorporated herein by reference.

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.
June 19, 2009	By:	Kerby E. Crowell
		Name: Kerby E. Crowell
		Title: Executive Vice President and CFO

Exhibit Index

Exhibit No.	Description
99	New Release dated June 19, 2009

EX-99

For additional information:

For Immediate Release Rick Green
President & CEO
Kerby E. Crowell
EVP & CFO
(405) 372-2230

Southwest Bancorp Reports Kansas Acquisition

June 19, 2009, Stillwater, Oklahoma . . . . Southwest Bancorp, Inc. (NASDAQ Global Select Market—OKSB, OKSBP), (“Southwest”), tonight announced that Bank of Kansas (“SNB Kansas”) had entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (“FDIC”) to acquire deposits, loans, and other liabilities and assets of First National Bank of Anthony, Anthony Kansas (“FNBA”) in an FDIC-assisted transaction. SNB Kansas is a wholly owned, full service commercial banking subsidiary of Southwest headquartered in the Hutchinson Kansas market.

All branches of FNBA will reopen as offices of SNB Kansas. FNBA depositors will automatically become depositors of SNB Kansas and deposits will continue to be insured by the FDIC without interruption.

We believe this transaction will significantly enhance our Kansas operations. It is consistent with our established strategy of careful community banking expansion, and follows our acquisition of SNB Kansas in 2007 and the merger of SNB Bank of Wichita, Southwest’s Kansas thrift subsidiary, into SNB Kansas earlier this year.

The six new SNB Kansas branches are in Anthony, Harper, Mayfield, Overland Park, Olathe, and Wichita, Kansas, and complement existing SNB Kansas branches in Hutchinson, South Hutchinson, and Wichita.

At March 31, 2009, our consolidated Kansas banking operations accounted for approximately $160 million in deposits and $310 million in loans. Based upon March 31, 2009 information, we estimate that SNB Kansas will acquire an additional $140 million in deposits and $125 million in loans (at book value) in the transaction. SNB Kansas also will receive a cash payment from the FDIC, which will be calculated and paid on Monday June 22^nd. Determination of the final amounts acquired and their values for financial statement purposes will be made after further analysis.

SNB Kansas and the FDIC also have entered loss sharing agreements that provide SNB Kansas with significant protection against credit losses from loans and related assets acquired from FNBA. Under these agreements, the FDIC will reimburse SNB Kansas for 80% of losses on covered assets, primarily acquired loans and other real estate, of up to $35 million, and for 95% of any losses above $35 million. SNB Kansas will service the covered assets.

Southwest Bancorp and Subsidiaries

Southwest Bancorp is the financial holding company for Stillwater National Bank and Trust Company, Bank of Kansas, Healthcare Strategic Support, Inc., and Business Consulting Group, Inc. Through its subsidiaries, Southwest offers commercial and consumer lending, deposit, and investment services, and specialized cash management, consulting, and other financial services from offices in Oklahoma City, Edmond, Stillwater, Tulsa, and Chickasha, Oklahoma; Austin, Dallas, Houston, San Antonio, and Tilden, Texas; and Anthony, Harper, Mayfield, Overland Park, Olathe Hutchinson, South Hutchinson, and Wichita, Kansas, and on the Internet, through SNB DirectBanker®.

Southwest focuses on converting its strategic vision into long-term shareholder value. Our vision includes an established niche banking model focused on healthcare and commercial real estate financial services and a community banking model focused on more traditional banking operations in Texas, Oklahoma, and Kansas. Southwest’s strategic growth goals include prudent growth from existing and additional offices in carefully selected markets with concentrations of healthcare and health professionals, businesses, and their managers and owners, and commercial and commercial real estate borrowers, and careful expansion of community banking operations.

We plan to reduce the percentage of commercial real estate loans to total portfolio loans in view of current economic conditions. Our plan focuses on reductions in particular subcategories of commercial real estate loans that are identified in our regular real estate market reviews. In general, and with some exceptions regarding locations and particular types of facilities, we do not intend to decrease healthcare related commercial or mortgage lending or commercial mortgage lending on owner-occupied properties that otherwise meet our underwriting criteria.

Southwest’s common stock is traded on the NASDAQ Global Select Market under the symbol OKSB. Southwest’s trust preferred securities are traded on the NASDAQ Global Select Market under the symbol OKSBP.

Forward-Looking Statements

This Press Release includes forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include: statements of Southwest’s goals, intentions, and expectations; estimates of risks and of future costs and benefits; expectations regarding future financial performance of Southwest and its operating segments; assessments of loan quality, probable loan losses, and the amount and timing of loan payoffs; liquidity, contractual obligations, off-balance sheet risk and market risk or interest rate risk; estimates of the book value and fair value of acquired assets and liabilities, and statements of Southwest’s ability to achieve financial and other goals. These forward-looking statements are subject to significant uncertainties because they are based upon: the amount and time of future changes in interest rates, market behavior, and other economic conditions; future laws and regulations and accounting principles; 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. In addition, Southwest’s past growth and performance do not necessarily indicate its future results.