Liberty Bancorp, Inc.
March 28, 1995
To Each Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held this year in the Liberty Bancorp, Inc. Board Room, 3rd
Floor, Liberty Tower, 100 N. Broadway, Oklahoma City, Oklahoma, on Wednesday,
April 19, 1995, at 1:00 p.m. Accompanying this letter is the formal Notice of
the meeting and proxy material. Parking will be provided in the Santa Fe
Parking Garage (entrance on E. K. Gaylord Boulevard between Robert S. Kerr and
Main Street). We welcome your attendance at the meeting.
Sincerely,
Charles E. Nelson
Chairman and Chief Executive Officer
Liberty Bancorp, Inc.
Liberty Tower -- 100 North Broadway
Oklahoma City, Oklahoma
NOTICE OF SHAREHOLDERS' MEETING
TO EACH SHAREHOLDER:
Notice is hereby given that the Annual Meeting of Shareholders of Liberty
Bancorp, Inc., an Oklahoma corporation, will be held in the Liberty Bancorp,
Inc. Board Room, 3rd Floor, Liberty Tower, 100 N. Broadway, Oklahoma City,
Oklahoma, on Wednesday, April 19, 1995, at 1:00 p.m., for the following
purposes:
1. To elect nine Directors for a term of three years;
2. To amend the Liberty Bancorp, Inc. 1990 Stock Option Plan by
increasing the number of
shares available for award from 525,000 to 705,000 shares; and
3. To transact such other business as may properly be brought before
the Annual Meeting.
The meeting may be adjourned from time to time and, at any reconvened
meeting, action with respect to the matters specified in this notice may be
taken without further notice to shareholders, unless required by the Bylaws.
The holders of Common Stock of record at the close of business on March
1, 1995, shall be entitled to notice of, and to vote at, the Annual Meeting.
A list of such shareholders will be available at the Stock Transfer Department
of Liberty Bank and Trust Company of Oklahoma City, N.A., 100 North Broadway,
Oklahoma City, Oklahoma and the office of the Corporate Secretary at Liberty
Bank and Trust Company of Tulsa, N.A., 15 East Fifth Street, Tulsa, Oklahoma
for ten days before the Annual Meeting and at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Kenneth R. Brown, Secretary
DATE: March 28, 1995
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE
ENCLOSED FOR THAT PURPOSE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO
ATTEND THE MEETING.
Liberty Bancorp, Inc.
PROXY STATEMENT
LIBERTY BANCORP, INC.
Liberty Tower -- 100 North Broadway
Oklahoma City, Oklahoma 73102
ANNUAL MEETING OF SHAREHOLDERS
April 19, 1995
The following information is furnished in connection with the Annual
Meeting of Shareholders of Liberty Bancorp, Inc. (the "Company") to be held on
Wednesday, April 19, 1995, at 1:00 p.m., in the Liberty Bancorp, Inc. Board
Room, 3rd Floor, Liberty Tower, 100 N. Broadway, Oklahoma City, Oklahoma, and
will be mailed on or about March 28, 1995, to holders of record of Common
Stock of the Company (COMMON STOCK) as of the record date.
The record date and hour for determining shareholders entitled to vote
have been fixed at the time of the closing of business of the Company on March
1, 1995. On that date, the Company had outstanding 9,473,352 shares of Common
Stock. Each outstanding share of Common Stock is entitled to one vote.
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the Company's Board of Directors and is revocable at any time
prior to the exercise of the powers conferred thereby. The cost of soliciting
the proxies in the enclosed form will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by personal interview,
telephone and telegraph, and by banks, brokerage houses and other
institutions. Nominees or fiduciaries will be requested to forward the
solicitation material to their principals and to obtain authorization for the
execution of proxies. The Company may, upon request, reimburse banks,
brokerage houses and other institutions, nominees and fiduciaries for their
expenses in forwarding proxy materials to their principals.
Unless otherwise directed in the accompanying form of proxy, the persons
named therein will vote FOR the election of the nine director nominees and FOR
an amendment of the 1990 Stock Option Plan. As to any other business which
may properly come before the meeting, they will vote in accordance with the
recommendations of the Board of Directors, although the Company does not
presently know of any other such business.
ANNUAL REPORT
The Company's Annual Report to Shareholders, covering the fiscal year
ended December 31, 1994, including audited financial statements, is enclosed.
No parts of the Report are incorporated in this Proxy Statement or are deemed
to be a part of the material for the solicitation of proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At March 1, 1995, the Company had outstanding 9,473,352 shares of Common
Stock (excluding treasury stock). The following table sets forth as of March
1, 1995, the number and percentage of shares beneficially owned, along with
the nature of such beneficial ownership, by those persons known by the Company
to be the beneficial owners of more than five percent of the outstanding
Common Stock based upon the most recent information provided by such persons
to the Company.
<TABLE>
<CAPTION>
Beneficial Ownership
Number of
Shares and Percent
Nature of of
Name Address Ownership Class
<S> <C> <C> <C>
John E. Kirkpatrick P. O. Box 268822 1,792,895(2)(a) 18.93%
and Family Oklahoma City, OK 73126
Robert E. Torray 6610 Rockledge Dr. 1,192,026(b)
Suite 450 574,240(2)(c)
Bethesda, MD 20817 ---------
1,766,266 18.64%
State Farm Mutual One State Farm Plaza 645,161(1) 6.81%
Automobile Insurance Bloomington, IL 61710
Company
Liberty Bancorp, Inc. 100 N. Broadway 619,183(2)(d) 6.54%
Profit Sharing, Oklahoma City, OK 73102
Salary Deferral
and Employee Stock
Ownership Plan and
Trust Agreement
Helmerich & Payne, 1579 E. 21st Street 500,000(1)(e) 5.28%
Inc. Tulsa, OK 74114
________
</TABLE>
(1) Sole voting and investment power.
(2) Shared voting and investment power.
(a) John E. Kirkpatrick and various family members have indicated that
they act together in connection with the voting of shares of the Company's
Common Stock indicated as beneficially owned by them.
(b) Of the 1,192,026 shares of the Company's Common Stock shown, Mr.
Torray claims to have sole voting and investment power for 360,155 common
shares which he owns individually; 8,638 common shares which he owns in joint
tenancy with his wife; 600 shares held as custodian for his children; and
1,435 shares held jointly with certain other individuals. Of the remaining
821,198 shares being reported, Robert E. Torray & Co. (of which Mr. Torray is
the sole shareholder and President) beneficially owns in respect of its
clients all such shares. Of these 821,198 shares, Mr. Torray has sole voting
power over 753,700 of such shares, and sole dispositive power over all such
shares.
c) Of the 574,240 shares of the Company's Common Stock over which Mr.
Torray may be deemed to have shared voting and investment power, The Energy
Recovery Fund owns 544,240 common shares. Mr. Torray is a general partner of
T&B Energy Limited Partnership, which is the general partner of Energy
Recovery Partners Limited Partnership, which is, in turn, the general partner
of the Energy Recovery Fund. These powers are shared with the other general
partner of T&B Energy Limited Partnership, Frank A. Benevento, II. Mr. Torray
may also be deemed to have shared voting and investment power as to 30,000
shares in the Torray Fund as President of the Torray Corporation.
(d) Of these shares, 126,903 shares of the Company's Common Stock are
unallocated to employees and are owned by the Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan and Trust Agreement. These shares are voted
by the Company's Employee Benefit Administration Committee, composed of
certain officers of the Company or its subsidiaries. The remaining 492,280
shares of the Company's Common Stock in the Plan have been allocated to the
individual employees and are voted by those employees. All of these shares
are held of record by Liberty Bank and Trust Company of Oklahoma City, N.A.
("Liberty Oklahoma City") as Trustee of the Plan and Liberty Oklahoma City has
dispositive power over such shares under certain circumstances. Liberty
Oklahoma City also holds of record additional shares, which represent less
than 1/2 of 1% of the Company's outstanding Common Stock, as Trustee under
other trust agreements.
(e) The shares indicated as beneficially owned by Helmerich & Payne, Inc.,
of which corporation Mr. Walter H. Helmerich, III, is Chairman, exclude any
shares held by him in various trust accounts and by another corporation of
which Mr. Helmerich is President. Mr. Helmerich disclaims beneficial
ownership of all shares held by Helmerich & Payne, Inc.
ELECTION OF DIRECTORS
The authorized number of directors of the Company following the Annual
Meeting will be twenty-two (22). The Bylaws specify that the directors of the
Company shall be divided into three classes approximately equal in number,
with each director serving a three-year term.
The following persons have been nominated by the Board of Directors for
election to three-year terms on the Company's Board of Directors: Donald L.
Brawner, M.D., Charles W. Flint, III, James L. Hall, Jr., Raymond H. Hefner,
Jr., Herb Mee, Jr., V. Lee Powell, Jon R. Stuart, Clifton L. Taulbert and J.
Otis Winters. Additional nominations from the floor will be accepted at the
Annual Meeting. Should any of the nominees to the Board of Directors not be a
candidate at the Annual Meeting, all proxies received will be voted in favor
of the remainder of those nominated and for such substitute nominees, if any,
as shall be designated by the Board and nominated by any of the proxies named
in the enclosed proxy form.
Certain information concerning the Board's nominees to the Board of
Directors of the Company and other directors of the Company is set forth below
based on information supplied by the directors or nominees. All information
is as of March 1, 1995.
<TABLE>
<CAPTION>
Common Stock
Year Term Number of
Principal Occupation, First Year Expires Shares and
Name Directorships of Other Became a as a Nature of Percent
Nominees Public Companies and Age Director Director Ownership of Class(1)
<S> <C> <C> <C> <C> <C>
Donald L. Brawner, M.D. Retired Surgeon, Tulsa, OK; age 70 1984 1995 101(2)
24,848(4)
------
24,949 0.26%
Charles W. Flint, III Chairman & President, Flint 5,091(2)
Resources Company and Flint 116,320(4)
Industries, Inc. (commercial -- -- -------
construction), Tulsa, OK; age 44 121,411 1.28%
James L. Hall, Jr. Member, Crowe & Dunlevy, A 1990 1995 1,078(2)
Professional Corporation 1,449(4)
(attorneys), Oklahoma City, OK; 2,527 0.03%
age 58
Raymond H. Hefner, Jr. President, Bonray, Inc.; 1986 1995 10(2)
General Partner, Hefner Enterprises 87,397(4)
(oil and gas drilling, exploration 87,407 0.92%
and production), Oklahoma City, OK;
age 67
Herb Mee, Jr. President and Director, The Beard 1990 1995 10(2) --
Company (dry ice manufacturing, real
estate and environmental services),
Oklahoma City, OK; age 66
V. Lee Powell President and Director, Fremont 1990 1995 212(2) --
Energy Corporation and Powell
Resources, Inc. (oil and gas
exploration), Oklahoma City, OK;
age 61
Jon R. Stuart President and Chief Executive Officer, 1988 1995 93,657(2)
First Stuart Corporation (radio 104,834(4)
broadcasting and investments in -------
commercial real estate and oil and gas 198,491 2.10%
properties), Tulsa, OK; age 46
Clifton L. Taulbert President and Owner, Freemount -- -- -0- --
Corporation (a marketing and
consulting company), Tulsa, OK; age 50
J. Otis Winters Chairman, Pate, Winters & Stone, Inc. -- -- -0- --
(a consulting firm), Dallas, TX;
age 62
Name
Directors
Thomas G. Donnell President and Chief Executive Officer, 1990 1996 6(2) --
Cain's Coffee Company (manufacturer
and distributor of coffee, spices and
related products), Oklahoma City, OK;
age 61
Robert S. Ellis, M.D. Physician, Oklahoma Allergy Clinic, 1990 1997 4,458(2) 0.05%
Oklahoma City, OK; age 68
William F. Fisher, Jr. Chairman, President and Chief 1990 1996 710(2) 0.01%
Executive Officer, FISHERCORP,
Inc., which owns Miss Jackson's
(department store), Tulsa, OK; age 55
C. W. Flint, Jr.(f) Retired Chairman, Flint Industries, 1984 1996 4,066(2)(a) 0.04%
Inc. (construction of commercial
buildings and oilfield servicing),
Tulsa, OK; Director, Helmerich &
Payne, Inc. and Flint Resources
Company; age 73
Walter H. Helmerich, III Chairman, Helmerich & Payne, Inc. 1984 1996 20,000(2)(b)
(petroleum exploration and production, 6,000(4)(b)
contract drilling, chemical manufactur- ------
ing, real estate development and 26,000 0.27%
management), Tulsa, OK; Director,
Caterpillar, Inc., Rikwell Company
and Atwood Oceanics, Inc.; age 72
Joseph S. Jankowsky Private Investor, Tulsa, OK; age 60 1990 1996 10(2) --
John E. Kirkpatrick Partner, Kirkpatrick Oil 1984 1996 1,792,895(4)(c) 18.93%
Company (independent oil company),
Oklahoma City, OK; Chairman Emeritus
of the Company; age 87
Judy Z. Kishner Senior Vice President, Sooner Pipe 1994 1997 650(2) 0.01%
& Supply Corporation (oilfield pipe
and supply), Tulsa, OK; age 47
David L. Kyle President, Oklahoma Natural Gas Company 1994 1997 100(2) --
(natural gas distribution public
utility), Tulsa, OK; age 42
Edward C. Lawson, Jr. President, Lawson Petroleum Company 1990 1997 67(2)
(oil and gas drilling, exploration and 11,194(4)
production), Tulsa, OK; age 61 ------
11,261 0.12%
Charles E. Nelson Chairman and Chief Executive Officer 1990 1997 87,086(3)
of the Company and Chairman, 2,289(4)
President and Chief Executive Officer 2,291(5)
of Liberty Oklahoma City, 1,199(6)
Oklahoma City, OK; age 52 ------
92,865 0.98%
William G. Paul Senior Vice President and General 1984 1997 4,000(2)
Counsel, Phillips Petroleum Company 100(4)
Bartlesville, OK; age 64 -----
4,100 0.04%
Robert E. Torray Chairman and President, Robert E. 1988 1996 1,192,026(d)
Torray & Co., Inc. (investment 574,240(4)(e)
management company), Bethesda, Maryland; ---------
President, The Torray Corporation; 1,766,266 18.64%
President, The Torray Fund; Chairman,
Birmingham Capital Management Company,
Inc.; and Chairman, Energy Recovery
Management, Inc.; age 57
John S. Zink President, Zeeco, Inc. 1990 1996 1,010(2) 0.01%
(manufacturer of industrial,
combustion equipment),
Tulsa, OK; age 66
Named Executive Officers
Who Are Not
Nominees or Directors
W. H. Thompson, Jr. 1,189(2)
49,600(3)
1,529(5)
808(6)
------
53,126 0.56%
William M. Bell 1,506(2)
35,600(3)
7,708(5)
386(6)
------
45,200 0.48%
Kenneth R. Brown 4,794(2)
32,600(3)
3,493(5)
425(6)
------
41,312 0.44%
Mischa Gorkuscha 3,009(2)
33,860(3)
560(4)
4,875(5)
478(6)
------
42,782 0.45%
All directors, nominees 523,093(2)
and executive officers 293,551(3)
as a group (30 persons) 2,722,126(4)
29,737(5)
4,310(6)
821,198(7)
---------
4,394,015 44.99%
</TABLE>
(1) Percent of Common Stock is calculated without regard to shares of Common
Stock issuable upon exercise of outstanding stock options, except that any
shares a person is deemed to own by having a right to acquire by exercise
of an option are considered outstanding solely for purposes of calculating
such person's percentage ownership. Each share of Common
Stock is entitled to one vote on all matters submitted to shareholders.
(2) Sole voting and investment power.
(3) Right to acquire by exercise of stock option(s) currently exercisable or
exercisable within 60 days.
(4) Shared voting and investment power.
(5) Sole voting power under the Profit Sharing, Salary Deferral and Employee
Stock Ownership Plan and Trust Agreement.
(6) Sole voting power of restricted stock awarded under Management Incentive
Bonus Plan.
(7) Sole dispositive power.
(a) The shares indicated as beneficially owned by Mr. Flint exclude 116,320
shares of Common Stock owned by Flint Construction Company of South
America, Inc. ("Flint S.A.") of which Mr. Flint once served as an
officer and director. Mr. Flint still serves as a director of Flint
S.A.'s parent company, Flint Resources Company. However, he is no
longer active in the day-to-day operation of either company and does
not have voting or dispositive power with respect to these shares.
Mr. Flint disclaims beneficial ownership of these shares along with
5,270 shares of Common Stock held in trust accounts for grandchildren
for which his wife is sole trustee with sole voting and dispositive
power.
(b) The shares indicated as beneficially owned by Mr. Helmerich exclude
500,000 shares of Common Stock owned by Helmerich & Payne, Inc. of
which corporation Mr. Helmerich is Chairman. Mr. Helmerich disclaims
beneficial ownership of these shares.
(c) The 1,792,895 shares of Common Stock indicated as beneficially owned by
Mr. Kirkpatrick are owned by him together with members of his family
as indicated in Footnote (a) to the table under "Security Ownership
Of Certain Beneficial Owners."
(d) See footnote (b) to the table under "Security Ownership of Certain
Beneficial Owners."
(e) See footnote (c) to the table under "Security Ownership of Certain
Beneficial Owners."
(f) Mr. C. W. Flint, Jr. has requested that his status be changed from
Director of the Company to Director Emeritus. The Nominating
Committee will recommend that the Board approve Mr. Flint's request.
Each director of the Company also serves as a director of the Company's
two principal bank subsidiaries ("Subsidiary Banks"), Liberty Oklahoma City
and Liberty Bank and Trust Company of Tulsa, N.A., ("Liberty Tulsa").
The principal occupations or business activities of all nominees and
directors listed above during the past five years have been substantially the
same as those listed above, except as set forth below. In addition to the
positions listed for Mr. Raymond H. Hefner, Jr., he served as Chairman and
Chief Executive Officer of Bonray Energy Corporation from June, 1957 until
November, 1991. Mr. Joseph S. Jankowsky, a private investor, served as
President and Chief Executive Officer of Atlas Life Insurance Company from
1962 until his retirement in 1991. Mr. C. W. Flint, Jr. served as Chairman of
Flint Industries, Inc. from December, 1973, until his retirement in June,
1992. Prior to becoming President in September, 1994, Mr. David L. Kyle
occupied other senior executive positions with Oklahoma Natural Gas Company.
Mr. Charles W. Flint, III, held several senior executive positions with
various subsidiaries of Flint Resources Company prior to becoming President
and Chairman in December, 1994.
The following family relationships exist between executive officers and
directors of the Company: Mr. Walter H. Helmerich, III, a director of the
Company, is the brother in-law of Mr. J. Otis Winters who has been nominated
for election to the Board of Directors. Mr. Walter H. Helmerich, III, a
director of the Company is the father of Mr. W. H. (Rik) Helmerich, IV, an
advisory director of the Company. Mr. C. W. Flint, Jr., a director of the
Company is the father of Mr. Charles W. Flint, III, who is currently an
advisory director of the Company and who has been recommended for election to
the Board of Directors.
Advisory Directors
The Board of Directors, by resolution, has established a group of
Advisory Directors of the Company and has appointed the persons described
below to serve in such capacity. Advisory Directors of the Company serve in
an advisory capacity to the Board of Directors of the Company and are
designated annually, but are not elected by the shareholders and are not
entitled to vote. Persons serving as Advisory Directors of the Company will
also serve as Advisory Directors of each of the Subsidiary Banks.
M. Bruce Evans, age 39, is President of Central and Southwest Operation
Services (a public utility service company) located in Tulsa, Oklahoma.
Martin E. Fate, Jr., age 62, is retired, having formerly served as
President, Chief Executive Officer and Vice Chairman of Public Service Company
of Oklahoma ( a public utility company) in Tulsa, Oklahoma.
W. H. (Rik) Helmerich, IV, age 42, is President of Pepper's Inc.
restaurant located in Tulsa, Oklahoma.
William N. Pirtle, age 62, is retired, having formerly served as Senior
Vice President of Oklahoma Natural Gas Company in Oklahoma City, Oklahoma.
Committees
Various members of the Company's Board of Directors comprise the
Nominating Committee, Audit Committee, Directors' Loan Review Committee, Trust
Committee, Investment Committee, Human Resources and Compensation Committee
and Marketing Committee of the Company.
The Nominating Committee evaluates and recommends to the Board nominees
for election to the Board of Directors. Although there is no formal procedure
for shareholders to recommend nominees for the Board of Directors, the Board
will consider such recommendations if received one hundred and twenty days in
advance of the Annual Meeting of Shareholders. Such recommendations should be
addressed to the Chairman of the Nominating Committee. The Nominating
Committee is composed of Charles E. Nelson (Chairman), Walter H. Helmerich,
III, John E. Kirkpatrick, William G. Paul, Jon R. Stuart and Robert E. Torray.
The Committee met twice in 1994 to recommend the nominees for directors in
1994 and composition of Committees of the Board.
The Audit Committee is responsible to the Board of Directors for
establishing and reviewing continuous and periodic internal and external
audits of the Company and its subsidiaries, reviewing the Company's compliance
with various regulations, including the Community Reinvestment Act, and
meeting with representatives of the
Company's independent public accountants to review the results of their
audits. The Audit Committee is composed of John S. Zink (Chairman), Edward C.
Lawson, Jr., William G. Paul, Jon R. Stuart and J. Otis Winters (an advisory
director). The Committee met eight times in 1994.
The Directors' Loan Review Committee is responsible to the Board of
Directors for the general oversight of the Company's lending activities. The
Company's internal loan review function reports directly to this Committee.
The members of this Committee are Joseph S. Jankowsky (Chairman), Donald L.
Brawner, M.D., Robert S. Ellis, M.D., Raymond H. Hefner, Jr., Judy Z. Kishner,
A. P. Martin (an advisory director of Liberty Tulsa), Charles E. Nelson, W. H.
Thompson, Jr. and Henry Zarrow (director emeritus). The Directors' Loan
Review Committee met twelve times during 1994.
The Trust Committee oversees the policies and procedures of the
management of fiduciary activities. This committee makes reports and
recommendations to the Board of Directors concerning fiduciary activities and
such other matters as may be assigned by the Board of Directors. The
Committee is composed of Raymond H. Hefner, Jr. (Chairman), Thomas G. Donnell,
William F. Fisher, Jr., John E. Kirkpatrick, Judy Z. Kishner and W. N. Pirtle
(an advisory director). The Committee met eight times in 1994.
The Investment Committee oversees the Company's investment and
asset/liability management policies. This committee makes reports and
recommendations to the Board of Directors concerning securities portfolio
performance, investment banking performance, liability structure and adequacy
of procedures to manage sensitivity to fluctuations in interest rates, Liberty
Mortgage Company performance and other matters as may be assigned by the Board
of Directors. This Committee is composed of Herb Mee, Jr. (Chairman), Walter
H. Helmerich, III, Joseph S. Jankowsky, John E. Kirkpatrick, Robert E. Torray
and J. Otis Winters (an advisory director) and met four times during 1994.
The Human Resources and Compensation Committee oversees policies and
procedures concerning the management of human resources focusing on
compensatory systems, employee benefit plans and career development programs.
The Committee is composed of V. Lee Powell (Chairman), Martin E. Fate, Jr.,
Charles W. Flint, III (an advisory director), James L. Hall, Jr., David L.
Kyle, William G. Paul and Robert E. Torray and met four times during 1994.
For more information concerning the functions of the Human Resources and
Compensation Committee with respect to executive compensation, see "Executive
Compensation and Other Information -- Human Resources and Compensation
Committee Report on Executive Compensation."
The Marketing Committee oversees the coordination of the marketing and
business development activities of the Company. The Committee also reviews
certain aspects of the Company's Community Reinvestment Act compliance
programs. This committee is composed of William F. Fisher, Jr. (Chairman),
Robert S. Ellis, M.D., Martin E. Fate, Jr. (an advisory director), W. H. (Rik)
Helmerich, IV, Edward C. Lawson, Jr., Gerard J. Rothlein, Jr. (an advisory
director of Liberty Tulsa), Jon R. Stuart and Clifton L. Taulbert (an advisory
director). The Committee met three times during 1994.
The entire Board of Directors of the Company met eight times during 1994.
During 1994, all directors of the Company attended at least 75% of the
aggregate of all meetings of the Board of Directors and committees on which
they served except Martin E. Fate, Jr., C. W. Flint, Jr., James L. Hall, Jr.
and Raymond H. Hefner, Jr.
During 1994, all directors of the Company received $750 for each Board
meeting attended. Each director who served as a member of a committee
received $150 for each committee meeting attended and the chairman of each
committee received an additional $100 for each meeting chaired.
Executive Officers
Certain information concerning the executive officers of the Company is
set forth below:
In addition to Charles E. Nelson, the Company's Chairman and Chief
Executive Officer, the following officers of the Company or its subsidiaries
serve on the Company's Managing Committee, which is the senior management
committee responsible for the development and implementation of Company
policies, subject to approval of the Board of Directors, when appropriate.
William M. Bell, age 59, is Senior Vice President of the Company and Vice
Chairman of Liberty Oklahoma City and is responsible for the Company's trust
services and operations. Mr. Bell has been with the Company for 29 years and
has served as a director of Liberty Oklahoma City for 22 years.
Kenneth R. Brown, age 58, is Senior Vice President and Secretary of the
Company and is responsible for the investments and the capital markets
activities of the Company. He also serves as Executive Vice President,
Secretary and Cashier of Liberty Oklahoma City. Mr. Brown has been with the
Company for 37 years.
Mischa Gorkuscha, age 48, is Senior Vice President and Chief Financial
Officer of the Company, Chairman of Liberty Mortgage Company and Executive
Vice President and Chief Administrative Officer of Liberty Oklahoma City. Mr.
Gorkuscha has been with the Company since 1976.
W. Jeffrey Pickryl, age 43, is Senior Vice President and Chief Credit
Officer of the Company and was elected President of Liberty Tulsa in November,
1993. Mr. Pickryl has been with the Company since 1983.
Stephen D. Plunk, age 44, is Senior Vice President of the Company and
Executive Vice President of Liberty Oklahoma City. Mr. Plunk has been with
the Company for ten years, and served as President of Liberty Tulsa from
March, 1990, to November, 1993. Mr. Plunk has oversight responsibility for
the Company's operations and data processing activities as well as its special
assets operations.
Douglas L. Ruhl, age 46, is Senior Vice President of the Company and is
responsible for its retail banking. He is also Executive Vice President of
Liberty Oklahoma City. Mr. Ruhl has been with the Company since 1987.
W. H. Thompson, Jr., age 60, is President of the Company and is Chairman
and Chief Executive Officer of Liberty Tulsa. Mr. Thompson has been a
director of Liberty Tulsa since 1978 and has been with the Company since 1990.
Prior to his election as Chief Executive Officer of Liberty Tulsa, Mr.
Thompson was employed as an energy consultant with W. H. Thompson and
Associates and, prior to that, was President and Chief Executive Officer of
MAPCO, Inc., a public energy company. Mr. Thompson is responsible for the
Company's human resources functions and its commercial banking and credit
administration activities.
All executive officers and senior officers serve at the pleasure of the
Board of Directors.
Compliance with SEC Reporting Requirements
Section 16 of the Securities Exchange Act of 1934 requires directors and
certain officers of the Company to file reports with the Securities and
Exchange Commission reflecting transactions by such persons in the Company's
Common Stock. During 1994, to the knowledge of the Company, or based on
information provided by such persons to the Company, all officers and
directors of the Company subject to such filing requirements fully complied
with such requirements, except as set forth below.
The following persons failed timely to file reports required by Section
16(a) of the Securities Exchange Act of 1934, during the most recent fiscal
year or prior fiscal years. Following the name of each individual, the number
of late reports and number of transactions not reported on a timely basis is
indicated: John, Eleanor and Joan Kirkpatrick (collectively owners of more
than 10% of the outstanding common stock) -- one report and one transaction --
did not affect total number of shares beneficially owned by the group; Steve
Plunk (Executive Officer) -- two reports and two transactions; Jeff Pickryl
(Executive Officer) -- one report and one transaction; W. H. (Rik) Helmerich,
IV (Advisory Director) -- one report and no transactions.
PROPOSED AMENDMENT TO THE STOCK OPTION PLAN
In 1990, the Board of Directors adopted, and the shareholders approved,
the 1990 Stock Option Plan ("Plan"). Under the Plan, 400,000 shares of Common
Stock were reserved for granting options, subject to adjustment for stock
dividends, stock splits and similar changes. In 1992, the Plan was amended to
increase the number of shares authorized for options under the Plan to
525,000. The Board of Directors proposes that the shareholders approve
another amendment to the Plan to increase the number of shares reserved for
issuance from 525,000 shares to 705,000 shares (the "Amendment"). The Board
of Directors has recommended the Amendment so that it can continue to reward
officers and key employees of the Company having substantial management
responsibilities with the opportunity to acquire a proprietary interest in the
Company as an additional incentive to promote its success and remain in its
employ.
Summary of Plan
The major provisions of the Plan are summarized below. This summary is
qualified in its entirety by reference to the text of the Plan. As of the
Record Date, the closing sales price of the Company's Common Stock was $31.50.
Options covering 525,000 shares have been granted under the Plan and options
covering 494,298 shares are currently outstanding. Information about options
previously granted to certain executive officers under the Plan is included on
page 15 of this Proxy Statement under "Executive Compensation and Other
Information."
Options may be granted to employees of the Company and its subsidiaries,
including Liberty Oklahoma City and Liberty Tulsa, who are executive,
administrative, professional, and technical personnel and who have principal
responsibility for the management and direction of the financial success of
the Company. An employee owning more than 5% of the total combined voting
power or value of all classes of stock of the Company will not be eligible to
receive an option under the Plan. Approximately 17 persons are currently
participants in the Plan.
The option price for options granted under the Plan will be not less than
100% of the fair market value of the shares of Common Stock on the date an
option is granted. Both incentive and nonincentive options may be granted
under the Plan, as determined by the Human Resources and Compensation
Committee in connection with the granting of each option. Options terminate
and are no longer exercisable after ten years from the date of the grant or
three months from termination of the employment of an optionee for any reason
other than death or twelve months after the date of death of an optionee.
Options may be exercised by an optionee by delivering cash or a check for
the aggregate price of the number of shares being purchased, or with the
approval of the Board or the Human Resources and Compensation Committee, an
optionee may pay for the shares by tendering Common Stock already owned by the
optionee, valued at its fair market value. Options are not assignable or
transferable by an optionee otherwise than by will or the laws of descent or
distribution.
In the event of a reorganization, merger, consolidation or sale of
substantially all of the assets of the Company while options remain
outstanding under the Plan, the Plan provides for substituted options with an
appropriate number of shares or other securities of the reorganized, merged,
consolidated or acquiring corporation which were distributed to the
shareholders of the Company. In addition, the Plan permits the Human
Resources and Compensation Committee, at the time of granting options, to
include provisions for the acceleration of vesting of options, in connection
with any such reorganization, merger, consolidation, sale or other change in
control. A change of control is defined generally as (1) the date any entity
or person becomes beneficial owner or obtains voting control of 25% or more of
the outstanding Common Stock of Company; (ii) the date shareholders approve a
definitive agreement to merge or consolidate Company with or into another
corporation or sell substantially all the assets of the Company; or (iii) a
change in the majority of the Board of Directors within a twelve-month period.
The Human Resources and Compensation Committee has authorized all options
granted under the Plan to contain such acceleration provisions.
The Board of Directors may amend, alter or discontinue the Plan, but no
amendment or alteration shall be made without the approval of shareholders
which would: (i) materially increase the benefits accruing under the Plan;
(ii) materially increase the number of securities which may be issued under
the Plan; or (iii) materially modify the requirements as to eligibility to
participate in the Plan. Such shareholder approval would not be required if
not otherwise required by rules and regulations of the Securities and Exchange
Commission or any exchange or automated quotation system on which the
Company's securities are listed or required in order for options granted under
the Plan to continue to qualify as incentive stock options for federal income
tax purposes.
Tax Consequences
Under present law, an optionee receiving an option qualifying as an
"incentive stock option" under Section 422 of the Internal Revenue Code will
not recognize taxable income upon the grant or exercise of the option. Upon
disposition of the shares acquired, the optionee will recognize a capital gain
based on the difference between the amount realized and the option price,
assuming certain holding period requirements are satisfied and the shares are
held as a capital asset. However, the alternative minimum tax may be
applicable. The Company will not receive any tax deduction in connection with
the grant or exercise of an incentive option or, assuming the holding period
requirements are satisfied, sale of the shares by an optionee.
An optionee receiving a nonincentive option will not recognize taxable
income on the grant of an option, but will be deemed to have received ordinary
income on the exercise of an option equal in amount to the difference between
the fair market value of the shares acquired as of the date of exercise and
the option price. The Company will be entitled to a tax deduction at the same
time in the same amount. An optionee's tax basis in the shares acquired will
be equal to the fair market value of the shares as of the date of exercise for
purposes of measuring any gain or loss on subsequent disposition of the
shares.
If the Amendment is approved by shareholders, it is anticipated that
management will recommend, for approval by the Human Resources and
Compensation Committee of the Board of Directors, the grant of options under
the Plan covering a substantial portion of the additional shares authorized by
the Amendment. The specific numbers of shares to be granted to individual
participants has not yet been determined.
Vote Required
An affirmative vote by holders of a majority of the outstanding shares of
Common Stock present in person or by proxy at the Annual Meeting is required
for approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE PROPOSED AMENDMENT.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company (determined as of
the end of the last fiscal year) (hereafter referred to as the named executive
officers) for the fiscal years ended December 31, 1992, 1993 and 1994:
EXECUTIVE COMPENSATION AND OTHER INFORMATION
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation(1) Long Term Compensation
Restricted All
Stock Other
Name and Principal Year Salary Bonus Awards(2) Options(#) Compensation(3)
<S> <C> <C> <C> <C> <C> <C>
Position
Charles E. Nelson 1994 $369,000 $95,250 $ 5,715 -0- $30,031
Chairman, Chief Executive Officer 1993 $358,000 $84,975 $24,813 -0- $37,505
and Director of the Company and Chairman, 1992 $331,697 $33,000 $47,850 55,000 $10,277
President and Chief Executive Officer of
Liberty Oklahoma City
W. H. Thompson, Jr. 1994 $243,000 $63,775 $ 2,551 -0- $64,336
President of the Company and 1993 $237,000 $61,285 $17,987 -0- $81,507
Chairman and Chief Executive Officer of 1992 $214,265 $23,800 $34,361 35,000 $ 8,188
Liberty Tulsa
William M. Bell 1994 $190,728 $44,033 $ 880 -0- $24,902
Senior Vice President-Trust of the 1993 $188,284 $44,033 $13,492 -0- $27,443
Company and Vice Chairman of Liberty 1992 $181,188 $12,300 $16,974 23,000 $14,165
Oklahoma City
Kenneth R. Brown 1994 $155,796 $44,033 $ 175 -0- $22,456
Senior Vice President-Investments and 1993 $152,400 $44,033 $12,505 -0- $24,735
Secretary of the Company and Executive 1992 $137,080 $14,500 $20,010 23,000 $12,701
Vice President and Cashier of Liberty
Oklahoma City
Mischa Gorkuscha 1994 $151,260 $44,033 $ 968 -0- $21,933
Senior Vice President and Chief Financial 1993 $146,676 $44,033 $12,681 -0- $21,878
Officer of the Company, Chairman of 1992 $133,768 $14,500 $21,361 23,000 $10,439
Liberty Mortgage Company and Executive Vice
President and Chief Administrative Officer
of Liberty Oklahoma City
</TABLE>
(1) Personal benefits provided to each of the named executive officers under
various Company programs do not exceed 10% of total annual salary and bonus
reported for the named executive officer and are not included in this total.
(2) Amounts represent awards made pursuant to the Company's Management
Incentive Bonus Plan. Restricted stock awards in 1992 vest over five years at
the rate of 20% per year. Awards for 1993 vested on December 15, 1994.
Awards for 1994 were made on January 18, 1995, and vest on January 18, 1996.
The number of shares included in the awards for 1994, 1993 and 1992 for each
officer are as follows: Mr. Nelson -- 192; 918 and 1,679; Mr. Thompson -- 85;
665 and 1,206; Mr. Bell -- 29; 499 and 596; Mr. Brown -- 5; 463 and 702; and
Mr. Gorkuscha -- 32; 469 and 744. The value of the restricted stock awarded
to each of the named executive officers is based on the closing sale price per
share of the Company's Common Stock reported in the NASDAQ National Market
System for the thirty-day period immediately preceding the date of grant of
the award as provided under the Management Incentive Bonus Plan. Dividends
are paid on shares of restricted stock. As of December 31, 1994, the number
and market value of shares of restricted stock holdings of each named
executive officer (which excludes shares previously awarded but are no longer
restricted) was as follows: Mr. Nelson -- 1,007 shares, $29,203; Mr. Thompson
-- 723 shares, $20,967; Mr. Bell -- 357 shares, $10,353; Mr. Brown -- 420
shares, $12,180; and Mr. Gorkuscha -- 446 shares, $12,934.
(3) Amounts represent Company contributions pursuant to the Company's Profit
Sharing, Salary Deferral and Employee Stock Ownership Plan and Supplemental
Executive Retirement Plan.
Option Exercises and Holdings
The following table provides information, with respect to the named
executive officers, concerning the exercise of options during the Company's
last fiscal year and unexercised options held as of the end of the last
fiscal year:
OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised In-the-
Acquired Options at FY-End (#) Money Options at FY-End
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable(1) Unexercisable(1)
<S> <C> <C> <C> <C> <C> <C>
Charles E. Nelson -0- -0- 76,086 53,000 $1,152,453 $508,000
W. H. Thompson, Jr. 600 $8,610 42,600 31,800 $641,290 $313,750
William M. Bell -0- -0- 31,000 22,000 $467,075 $203,300
Kenneth R. Brown 1,250 $21,500 28,500 22,000 $425,575 $203,300
Mischa Gorkuscha -0- -0- 30,500 22,000 $458,775 $203,300
</TABLE>
(1) Market value of underlying shares of Common Stock at year-end ($29 per
share), minus the exercise price.
Shareholder Return Performance
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder returns on the Company's Common Stock against
the cumulative total return of the NASDAQ Stock Market U.S. Companies Index
and the NASDAQ Bank Stocks Index compiled by the University of Chicago Center
for Research in Security Prices ("CRSP") for the period of five fiscal years
commencing January 1, 1990, and ended December 31, 1994. The line graph
assumes that the value of the investment in the Company's Common Stock and
each index was $100 on January 1, 1990, and that any dividends were
reinvested.
(Table from which Graph was derived)
<TABLE>
<CAPTION>
CRSP Total Returns Index for : 12/29/89 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Liberty Bancorp Inc. 100.0 75.0 135.0 302.5 282.7 298.7
Nasdaq Stock Market (US Companies) 100.0 84.9 136.3 158.6 180.9 176.9
Nasdaq Bank Stocks 100.0 73.2 120.2 174.9 199.3 198.7
</TABLE>
Compensation Committee Interlocks and Insider Participation
During 1994, the Human Resources and Compensation Committee of the Board
of Directors was composed of V. Lee Powell (Chairman), Martin E. Fate, Jr.,
Charles W. Flint, III, James L. Hall, Jr., David L. Kyle, William G. Paul and
Robert E. Torray. The members of the Human Resources and Compensation
Committee are not, and have never been, officers or employees of the Company
or its subsidiaries. During 1994, Mr. William M. Bell, an executive officer
of the Company, served as a member of the Compensation Committee of ONEOK,
Inc. of which Mr. David L. Kyle is President of Oklahoma Natural Gas Company,
a division of ONEOK, Inc. During a portion of 1994, Mr. Kyle, an executive
officer of ONEOK, Inc., served on the Compensation Committee of the Company.
James L. Hall, Jr., a Director of the Company and a member of the Human
Resources and Compensation Committee, is a member of the law firm of Crowe &
Dunlevy, A Professional Corporation, which provides legal services to the
Company and its subsidiaries.
Human Resources and Compensation Committee Report on Executive Compensation
Overview and Philosophy
The Human Resources and Compensation Committee of the Board of Directors
(the "Committee") is primarily responsible for the development and
implementation of the Company's executive compensation programs consistent
with the compensation philosophy approved by the Board of Directors in 1992,
as a part of a comprehensive review of the Company's executive compensation
program. The Committee makes recommendations to the Board of Directors of the
Company with respect to the various executive compensation plans which have
been adopted by the Company as well as the specific compensation levels of
executive officers. The Committee periodically reviews the Company's
strategic plan to assure that the executive officer compensation programs
support the objectives of the plan. The Board of Directors oversees the
Committee by ratification and approval of Committee actions or
recommendations.
Base Salaries
Base salary levels for the Company's executive officers are set relative
to comparably sized and situated companies in the banking industry. It is the
objective of the Company to maintain base salaries that are market-centered
or, on the average, competitive with amounts paid to senior executives with
comparable qualifications, experience and responsibilities at other companies
engaged in the same or similar business as the Company. Base salaries for
executive officers have not been increased since May, 1993, except in
connection with promotions.
Annual Incentive Compensation
Annual incentive compensation was accrued in 1994, under the Company's
Management Incentive Bonus Plan (the "Bonus Plan") adopted in 1992. The
purpose of the Bonus Plan is to attract, retain and motivate key executives by
providing a direct financial incentive in the form of an annual cash bonus and
restricted stock compensation in such proportion as the Committee determines
upon the achievement of predetermined
performance goals. The Bonus Plan provides for incentive compensation up to a
maximum percentage of an executive's salary (as defined in the Bonus Plan).
In 1994, the Committee recommended, and the Board approved, Company
performance objectives based on asset quality and return on assets and
reviewed the individual performance objectives of each executive officer
permitting bonuses of up to 35% of salary. At the end of the year, the
Committee reviewed the performance grades of individual officers and
authorized payment of bonuses under the Bonus Plan based on the results of
such review. Bonuses under the Bonus Plan for the named executives
approximated 26% of salary for 1994. Bonuses under the Bonus Plan were paid
in cash up to 25% of salary and any amount in excess of 25% was paid in
restricted stock with a one year vesting period.
Equity Incentives
The Company's 1990 Stock Option Plan (the "1990 Plan") and the restricted
stock payout provision of the Bonus Plan compose the bases of the Company's
long-term incentive plans for executive officers. The specific objective of
these programs is to align executive and shareholder long-term interests by
creating a strong link between executive pay and shareholder return. It is
the intention of the Company that executives develop and maintain a
significant, long-term stock ownership position in the Company's Common Stock.
No options were granted in 1994, because all of the shares authorized under
the 1990 Plan had been granted in prior years. In order to further this
compensation objective, the Committee recommended the proposed amendments to
the 1990 Plan to increase the number of authorized shares which will be
considered by the shareholders at the Annual Meeting.
The Company provides welfare benefits and retirement benefits to the
executive officers that are generally available to Company employees. The
Company contributions to the Profit Sharing, Salary Deferral and Employee
Stock Ownership Plan and Trust Agreement ("Retirement Plan") are invested
exclusively in Common Stock. Thus, the Retirement Plan design aligns
employees' and shareholders' long-term financial interests. Company Common
Stock represented 42.86% of total Retirement Plan assets allocated to
employees (based on market value at December 31, 1994). The market value of
the shares of the Company Common Stock in the Retirement Plan and allocated to
employee accounts was $14,658,740.78 at December 31, 1994, compared to
$793,149 at December 31, 1987.
Chief Executive Officer Compensation
Mr. Charles E. Nelson has served as Chief Executive Officer of the
Company since his election in 1990. His base salary paid in fiscal year 1994
was $363,000 which reflects no change since his last increase in May 1993.
Mr. Nelson's bonus for 1994 under the Bonus Plan was $100,965, of which
$95,250 was paid in cash, and represented approximately 25% of total salary
and bonus. Mr. Nelson's bonus was based primarily on the achievement of the
Company performance objectives and, to a lesser extent, on his individual
performance which was reviewed and graded by the Committee. Mr. Nelson's
bonus in 1994 decreased 8% from his 1993 bonus. Mr. Nelson's total salary and
bonus in 1994 increased .5% in 1994 over 1993, compared to a 16.2% increase in
the Company's net income in 1994 over 1993, after eliminating the cumulative
effect of a change in accounting principles in 1993.
Mr. V. Lee Powell, Chairman
Mr. Martin E. Fate, Jr.
Mr. Charles W. Flint, III
Mr. James L. Hall, Jr.
Mr. David L. Kyle
Mr. William G. Paul
Mr. Robert E. Torray
Members of the Human Resources and Compensation Committee
Termination of Employment and Change in Control Arrangements
In January, 1993, the Board of Directors approved a Severance
Compensation Plan for the benefit of the executive officers of the Company,
including all of the named executives. The plan was amended in January, 1995,
to extend its life and include cash bonuses paid, if any, in the calculation
of the severance payment amount. The plan provides a severance payment to the
participating executives if their employment with the Company or a successor
is terminated within two years following a change in control, if such change
in control occurs prior to January 20, 1999. Change in control for purposes
of this plan is defined in the same manner as other Company plans having
change in control provisions as (i) the date any entity or person becomes the
beneficial owner or obtains voting control of 25% or more of the outstanding
Common Stock of the Company; (ii) the date the shareholders approve a
definitive agreement to merge or consolidate the Company with or into another
corporation or sell substantially all of the assets of the Company; or (iii) a
change in the composition of a majority of the Board of Directors within a
twelve month period. The termination of employment must be involuntary for
reasons other than death, disability or cause (as defined in the plan) or
voluntary with Good Reason (as defined in the plan, which includes reductions
in compensation, relocation or demotions). The amount of severance payment
payable under this plan is equal to two times a participant's average cash
compensation for the two years immediately preceding the termination reduced
by the amount of any payments under the Company's Supplemental Executive
Retirement Plan and is in no event greater than the amount that would be
deductible to the Company under applicable Internal Revenue Code "golden
parachute" payment limitations after taking into consideration all payments to
a participant covered by such limitations (such as the payments deemed to have
been received due to any acceleration of vesting of stock options, restricted
stock grants or other benefits).
A change in control (as defined above) would also result in the
realization of other benefits by the named executive officers, including
accelerated vesting of options outstanding under the Company's 1990 Stock
Option Plan, removal of restrictions on shares of Common Stock awarded under
the Company's Management Incentive Bonus Plan and accelerated vesting of
benefits under the Company's Supplemental Executive Retirement Plan.
CERTAIN TRANSACTIONS
Certain principal shareholders, directors of the Company and their
associates were customers of, and had loan transactions with Liberty Oklahoma
City and Liberty Tulsa during 1994. Except as described below, such loans
made during 1994, and none of them currently outstanding are classified as
nonaccrual, past due,
restructured or potential problem loans, and all such loans (except as
described below) (i) were made in the ordinary course of business; (ii) were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons; and (iii) did not involve more than normal risk of collectibility or
present other unfavorable features at the time the loans were made. William
M. Bell, an executive officer of the Company, has an outstanding mortgage loan
from the Company made pursuant to the Company's Executive Mortgage Assistance
Plan, which plan has been discontinued by the Company. Mr. Bell is the only
executive officer of the Company with a loan outstanding under this plan. The
largest amount borrowed by Mr. Bell during the year ended December 31, 1994,
was $134,589.58 and the amount outstanding at December 31, 1994, was
$129,787.90, with an interest rate of 7%.
VOTING
Directors will be elected by a plurality of the votes of the shares
present in person or represented by proxy at the Annual Meeting. Any other
matters properly brought before the Annual Meeting, including the proposed
amendment to the Stock Option Plan, will be decided by a majority of the votes
cast on the matter, unless otherwise required by law.
Because directors are elected by a plurality rather than a majority of
the shares present in person or represented by proxy at the Annual Meeting,
proxies marked "withhold authority" with respect to any one or more nominees
will not affect the outcome of the nominee's election unless the nominee
receives no affirmative votes or unless other candidates are nominated for
election as directors.
Shares represented by limited proxies will be treated as represented at
the meeting only as to such matter or matters for which authority is granted
in the limited proxy. Shares represented by proxies returned by brokers where
brokers' discretionary authority is limited by stock exchange rules will be
treated as represented at the Annual Meeting only as to such matter or matters
voted on in the proxies.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, has been appointed
by the Board of Directors of the Company as independent auditors for the
Company to examine and report on its financial statements for 1995. They have
been auditors of the accounts of the Company since 1971. Representatives of
Arthur Andersen LLP are expected to be present at the Annual Meeting, with the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions.
Ernst & Young LLP (E&Y), independent public accountants, have been
independent auditors for certain subsidiaries (principally Liberty Mortgage
Company and subsidiary, "LMC") of the Company since 1971. Arthur Andersen LLP
relied on the reports of E&Y in rendering their opinion on the consolidated
financial statements of the Company. The Audit Committee of the Board of
Directors has elected not to reappoint E&Y as independent auditors of LMC.
Instead, Arthur Andersen LLP has been appointed as independent auditors of
LMC. In connection with the audits of the consolidated financial statements
of LMC for the two years ended December 31, 1994, there were no disagreements
with E&Y on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements if
not resolved to their satisfaction
would have caused them to make reference to the subject matter of disagreement
in connection with their opinion or reports.
The audit reports of E&Y on the consolidated financial statements of LMC
for the years ended December 31, 1994 and 1993, did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider proposals of shareholders intended
to be presented for action at the Annual Meeting of Shareholders. According
to the rules of the Securities and Exchange Commission, such proposals shall
be included in the Company's Proxy Statement if they are received in a timely
manner and if certain other requirements are met. For a shareholder proposal
to be included in the Company's Proxy Statement relating to the 1996 Annual
Shareholders' Meeting, a written proposal complying with the requirements
established by the Securities and Exchange Commission must be received at the
Company's principal executive offices, located at 100 North Broadway, Oklahoma
City, Oklahoma 73102, no later than November 20, 1995.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than those listed in the Notice of Meeting and referred to
herein. If any other matters properly come before the meeting, it is intended
that the Proxy solicited hereby will be voted in accordance with the
recommendations of the Board of Directors.
COPIES OF THE ANNUAL DISCLOSURE STATEMENTS FOR LIBERTY OKLAHOMA CITY AND
LIBERTY TULSA MAY BE OBTAINED WITHOUT CHARGE TO THE SHAREHOLDERS BY WRITING TO
THE CONTROLLER, LIBERTY BANCORP, INC., P. O. BOX 25848, OKLAHOMA CITY,
OKLAHOMA, 73125.
COMMON STOCK
PROXY
Liberty Bancorp, Inc.
100 Broadway, Oklahoma City, OK 73102
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Kenneth R. Brown and Myra D. Trahern as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Common Stock held of record by the undersigned on March 1, 1995 at the
Annual Meeting of Stockholders to be held on April 19, 1995 or any
reconvention thereof.
1. FOR all nominees listed below __ WITHHOLD AUTHORITY __
(except as marked to the to vote for the nominees listed below
contrary below)
(INSTRUCTION: to withhold authority to vote for any individual nominee,
strike through the nominee's name in the list below)
Donald L. Brawner, M.D., Charles W. Flint, III, James L. Hall, Jr.,
Raymond H. Hefner, Jr., Herb Mee, Jr., V. Lee Powell, Jon R. Stuart,
Clifton L. Taulbert and J. Otis Winters;
2. FOR ______ AGAINST ______
Amending the Liberty Bancorp, Inc. 1990 Stock Option Plan to increase the
number of shares available for award from 525,000 to 705,000 shares; and
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(OVER)
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY SHALL
VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD. THIS PROXY WILL BE
VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE INDICATED, IT WILL BE VOTED FOR THE
NOMINEES LISTED IN ITEM 1 AND FOR THE AMENDMENT TO THE LIBERTY BANCORP, INC.
1990 STOCK OPTION PLAN LISTED IN ITEM 2.
DATED:______________________________, 1995
_______________________________________________
(Signature of Stockholder)
_______________________________________________
(Signature of additional Stockholder, if any)
Sign exactly as stock is held. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title. If more than
one trustee, all should sign. All joint owners
must sign.
