Graham Garry J, et al. – ‘SC 13D’ on 1/22/04 re: Bancaffiliated Inc

On:  Thursday, 1/22/04, at 6:13pm ET   ·   As of:  1/23/04   ·   Accession #:  899078-4-40   ·   File #:  5-78449

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     24K 
 2: EX-99       Miscellaneous Exhibit                                 12±    57K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552

SCHEDULE 13D

Under the Securities Act of 1934
(Amendment No. 4)*
BancAffiliated, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
 Common Stock, Par Value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 05948C 10 7
--------------------------------------------------------------
(CUSIP Number)
--------------------------------------------------------------

 Garry J. Graham
c/o BancAffiliated, Inc.
500 Harwood Road, Bedford, Texas 76021
(817) 285 - 6195
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications) 

October 27, 2003
--------------------------------------------------------------------------------
 (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(b)(3) or (4), check the following box [ ].       

*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 ("Act") 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).                                                                         

SC 13D
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--------------------------                                ----------------------
CUSIP NO. 05948C 10 7                    13D                   2 of 7 Pages     
--------------------------                                ----------------------

--------------- ----------------------------------------------------------------
1             NAME OF REPORTING PERSON                                    
                 S.S. OR I.R.S.IDENTIFICATION NUMBER OF ABOVE PERSON (VOLUNTARY)

Garry J. Graham                               
--------------- ---------------------------------------------------- -----------
  2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  |_|

                                                                      (b)  |_|
--------------- ------------------------------------------------------ ---------
3                             SEC USE ONLY                                

--------------- ----------------------------------------------------------------
4             SOURCE OF FUNDS                                             

PF, OO                                        
--------------- ----------------------------------------------------------------

5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED     
PURSUANT TO ITEMS 2(d)or 2(e)         [ ]     

--------------- ----------------------------------------------------------------
6             CITIZENSHIP OR PLACE OF ORGANIZATION                        

United States                                 
--------------- ------- --------------------------------------------------------
7     SOLE VOTING POWER                   
NUMBER OF                54,305                                                 
SHARES          ------- --------------------------------------------------------
BENEFICIALLY       8     SHARED VOTING POWER                                    
OWNED BY EACH            0                                                      
REPORTING       ------- --------------------------------------------------------
PERSON WITH        9     SOLE DISPOSITIVE POWER                                 
50,605                        
                ------- --------------------------------------------------------
10    SHARED DISPOSITIVE POWER            
0                             
--------------- -------- -------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       
54,305                                                      
--------- ----------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Items 3 and 5 below.                                    
--------- ----------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 
19.8%                                                       
--------- ----------------------------------------------------------------------
14     TYPE OF REPORTING PERSON                                           
IN                                                          
--------- ----------------------------------------------------------------------

SC 13D
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Item 1.  Security and Issuer                                                    
-------------------                                           

     The class of equity  securities  to which this  Amendment No. 4 to Schedule
13D  relates  is the Common  Stock,  $0.01 par value (the  "Common  Stock"),  of
BancAffiliated, Inc., located at 500 Harwood Road, Bedford, Texas 76021.        

Item 2.  Identity and Background                                                
-----------------------                                       

     The name and  address  of the  person  filing  this  statement  is Garry J.
Graham, c/o  BancAffiliated,  Inc. 500 Harwood Road,  Bedford,  Texas 76021. Mr.
Graham  is  the   President,   Chief   Executive   Officer  and  a  Director  of
BancAffiliated,  Inc. and its subsidiary  Affiliated  Bank at the address stated
above.  During  the last five  years,  Mr.  Graham has not been  convicted  in a
criminal proceeding (excluding traffic violations or similar  misdemeanors),  or
been a party to a civil  proceeding  of a  judicial  or  administrative  body of
competent jurisdiction which resulted in him 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 being  found in
violation with respect to such laws.                                            

Mr. Graham is a citizen of the United States of America.              

Item 3.  Source and Amount of Funds or Other Consideration                      
-------------------------------------------------             

     Mr.  Graham has acquired  beneficial  ownership of 54,305  shares of Common
Stock as follows:                                                               

     (a)  6,250 shares held in Mr. Graham's IRA Account  purchased with personal
funds for an aggregate purchase price of $71,700.           

     (b)  26,537 shares purchased with personal funds for an aggregate  purchase
price of $322,514.                                          

     (c)  12,518 shares  purchased for an aggregate  purchase  price of $201,296
          with funds  obtained from a personal line of credit with First Savings
Bank, FSB, Arlington, Texas.                                

     (d)  3,700  shares  underlying  unexercised  stock  options  awarded to Mr.
          Graham  through  BancAffilated,Inc.'s  2002 Stock Option and Incentive
          Plan  that  are  exercisable  within  60  days of the  filing  of this
          Schedule 13D. In addition,  Mr. Graham was awarded an additional 7,900
          shares underlying  unexercisable stock options that will vest over the
          next three years.  The awards of options were granted to Mr. Graham at
no cost to him.                                             

     (e)  1,700  shares  awarded to Mr.  Graham  through  BancAffilated,  Inc.'s
          Recognition  and Retention  Plan. Mr. Graham was awarded an additional
          3,800 shares that will vest over the next three  years.  The awards of
  restricted stock were granted to Mr. Graham at no cost to him.

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Item 4.  Purpose of Transaction                                                 
----------------------                                        

     Except with  respect to the stock  options and shares of  restricted  stock
awarded to Mr. Graham by BancAffiliated, Inc. as compensation, all of the shares
purchased and/or acquired by Mr. Graham are for investment purposes.  Mr. Graham
may, from time to time,  depending upon market  conditions and other  investment
considerations,   purchase   additional  shares  of  BancAffiliated,   Inc.  for
investment or dispose of shares of  BancAffiliated,  Inc. As President and Chief
Executive   Officer,   Mr.  Graham  regularly  explores  potential  actions  and
transactions which may be advantageous to BancAffiliated,  Inc., including,  but
not  limited  to,  possible  mergers,  acquisitions,  reorganizations  or  other
material changes in the business,  corporate  structure,  management,  policies,
governing  instruments,  capitalization,  securities  or regulatory or reporting
obligations  of  BancAffiliated,  Inc. On September 24, 2002, Mr. Graham filed a
Notice of Change in Control with the Office of Thrift Supervision.  On March 11,
2003, the Office of Thrift  Supervision  issued an Order of Non-Objection to the
Notice of Change in Control granting Mr. Graham the ability to acquire up to 20%
of the outstanding Common Stock of  BancAffiliated,  Inc. It is anticipated that
any future acquisition of the Common Stock of BancAffiliated,  Inc. will be held
by Mr. Graham for investment purposes.                                          

     Except as noted above, Mr. Graham has no plans or proposals which relate to
or would result in:                                                             

     (a)  the   acquisition   by  any  person  of   additional   securities   of
BancAffiliated, Inc., or the disposition of securities by BancAffiliated, Inc.; 

     (b)  an   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization  or  liquidation,  involving  BancAffiliated,  Inc. or any of its
subsidiaries;                                                                   

     (c) a sale or  transfer of a material  amount of assets of  BancAffiliated,
Inc. or any of its subsidiaries;                                                

     (d)  any  change  in the  present  Board  of  Directors  or  management  of
BancAffiliated,  Inc.,  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
BancAffiliated, Inc.;                                                           

     (f) any  other  material  change  in  BancAffiliated,  Inc.'s  business  or
corporate structure;                                                            

     (g) changes in BancAffiliated,  Inc.'s articles of incorporation, bylaws or
instruments  corresponding  thereto  or  other  actions  which  may  impede  the
acquisition of control of BancAffiliated, Inc. by any person;                   

     (h) causing a class of  securities of  BancAffiliated,  Inc. to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-quotation system of a registered national securities association;      

     (i) a class of equity securities of BancAffiliated,  Inc. becoming eligible
for termination of registration  pursuant to Section  12(g)(4) of the Securities
Exchange Act of 1934; or                                                        

SC 13D
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(j) any action similar to any of those enumerated above.              

Item 5.  Interest in Securities of the Issuer                                   
------------------------------------                          

     (a) As of the date of this report, the aggregate number of shares of Common
Stock  beneficially  owned by Mr.  Graham for the purpose of this  statement  is
54,305 shares  representing  19.8% of the shares of Common Stock  outstanding on
the date hereof.                                                                

(b)  Such amount includes:                                            

          54,305  shares  over which Mr.  Graham has sole  voting  power,  which
          includes 3,700 shares subject to currently  exercisable  stock options
       and 50,605 shares over which Mr. Graham has sole dispositive power.

     (c) During the 60-day  period prior to the date of this filing,  Mr. Graham
did not effect any transactions in the Common Stock.                            

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To
        ------------------------------------------------------------------------
the Securities of the Issuer                                    
----------------------------                                    

Except with respect to the stock options and shares of restricted  stock awarded
to Mr. Graham by  BancAffiliated,  Inc. as compensation and the personal line of
credit with First  Savings  Bank,  FSB,  Arlington,  Texas,  which is secured by
32,650 shares of Common Stock held by Mr.  Graham in his own name,  there are no
contracts,  arrangements,  understandings or relationships  (legal or otherwise)
between Mr.  Graham and any other person with respect to any  securities  of the
issuer,  including  but  not  limited  to,  transfer  or  voting  of any of such
securities,  finder's fees, joint ventures, loan or option arrangements,  put or
calls,  guarantees  of profits,  divisions of profits or loss,  or the giving or
withholding  of proxies.  Except with respect to the stock options and shares of
restricted stock awarded to Mr. Graham by BancAffiliated,  Inc. as compensation,
and the personal line of credit with First Savings Bank, FSB, Arlington,  Texas,
which is secured by 32,650  shares of Common Stock held by Mr. Graham in his own
name,  none of the Common Stock  beneficially  owned by Mr. Graham is pledged or
otherwise  subject to a contingency  the  occurrence of which would give another
person voting power or investment power over such shares.                       

Item 7.  Material to be Filed as Exhibits                                       
--------------------------------                              

     Exhibit 1. Loan  Agreement  dated  August 12,  2003,  by and between  First
Savings Bank, FSB and Garry J. Graham.                                          

SC 13D
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 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:  January 22, 2004                     /s/ Garry J. Graham                 
     -----------------------                ------------------------------------
                       Garry J. Graham

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed as of:		1/23/04
Filed on:		1/22/04		6
		10/27/03		1					4
		8/12/03		5
		3/11/03		4
		9/24/02		4
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