SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended: December 31, 1994
-----------------
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
----------------- ----------------
Commission file Number 0-12709
LIBERTY BANCORP, INC.
(Exact Name of Registrant as specified in its charter)
Oklahoma 73-1218204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Broadway
Oklahoma City, OK 73102
(Address of principal executive offices)
(Zip Code)
(405) 231-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the regis-
trant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No .
------------------ ----------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]
As of March 30, 1995, Registrant had 9,473,569 shares of Common Stock
outstanding.
As of March 30, 1995, the aggregate market value of the Registrant's
Common Stock held by nonaffiliates, was approximately $141.9 million.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this Form is incorporated by reference
from Registrant's Definitive Proxy Statement for its 1994 Annual Meeting of
Shareholders.
LIBERTY BANCORP, INC.
AMENDMENT NO. 1
TO
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994
The undersigned registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 as set forth below and in the pages
attached hereto.
Part IV, Item 14 - "Exhibits, Financial Statement Schedules, and Reports
of Form 8-K" is amended to add as Exhibit 99.1 the attached copy of the Annual
Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan for the fiscal year ended December 31, 1994,
which is filed as an exhibit hereto pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934. Item 14, as amended, is set forth in full
below.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) Financial Statements and Schedules
1. Financial Statements
2. Financial Statements Schedules. All schedules have been
omitted because they are not applicable or not required.
(b) Reports on Form 8-K
No reports 8-K were filed during the last quarter of the period
covered by this report.
(c) Exhibits. The following Exhibits (unless incorporated by
reference to another report) are included in a separate volume filed with this
report and are identified by the numbers indicated. References to Liberty are
to Liberty National Corporation, File No. 0-4547.
Exhibit No. Description
- ------------------------------------------------------------------------------
3.1 Certificate of Incorporation of Liberty Bancorp, Inc. (incorporated
by reference to Exhibit 3.1 to Registrant's Form 8-B dated May 26,
1992)
3.2 By-laws of Liberty Bancorp, Inc. (incorporated by reference to
Exhibit 3.2 to Registrant's form 8-B dated May 26, 1992)
10.1 Copy of Lease Agreement between Liberty Bank and Trust Company of
Oklahoma City, N.A. and Mid-America Plaza, Ltd. (incorporated by
reference to Exhibit 9.75 to Liberty's Form 10-K for the year ended
December 31, 1979)
10.2 Liberty Bancorp, Inc., 1990 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.1 to Registrant's Form 8-B
dated May 26, 1992)
10.3 Copy of documents relating to Liberty Bancorp, Inc. Executive
Mortgage Assistance Plan (incorporated by reference to Exhibit
10.21 to Amendment No. 1 to Liberty's Registration Statement on Form
S-14, Registration No. 2-87751)
10.4 Copy of Memorandum of Lease entered into December 14, 1977, between
First Place Corporation and Liberty Tulsa (incorporated by reference
to Exhibit 10.4 to Registrant's Form 10-K for the year ended
December 31, 1990)
10.7 Option to Purchase Common Stock between Registrant and Frank X.
Henke, III (incorporated by reference to Exhibit 10.16 to Amendment
No. 1 to Registrant's Registration Statement on Form S-1,
Registration No. 33-17239)
10.8 Management Incentive Bonus Plan (incorporated by reference to
Exhibit 10.8 to Registrant's Form 10-K for the year ended December
31, 1992)
10.9 Supplemental Executive Retirement Plan and Trust (incorporated by
reference to Exhibit 10.9 to Registrant's Form 10-K for the year
ended December 31, 1994)
10.10 Executive Severance Plan, as amended
21 Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
99.1 Annual Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing,
Salary Deferral and Employee Stock Ownership Plan for the Year Ended
December 31, 1994
- -----------------------------------------------------------------------------
Liberty Bancorp, Inc. will furnish to any shareholder a copy of any of the
above exhibits upon the payment of $.25 per page. Any request should be sent
to Corporate Secretary, Liberty Bancorp, Inc., P.O. Box 25848, Oklahoma City,
Oklahoma 73125.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
Liberty Bancorp, Inc.
(Registrant)
/s/Mischa Gorkuscha
- --------------------------
By Mischa Gorkuscha, Senior Vice President and Chief Financial Officer
Date: June 29, 1995
EXHIBIT INDEX
Exhibit No. Description
- ------------------------------------------------------------------------------
3.1 Certificate of Incorporation of Liberty Bancorp, Inc. (incorporated
by reference to Exhibit 3.1 to Registrant's Form 8-B dated May 26,
1992)
3.2 By-laws of Liberty Bancorp, Inc. (incorporated by reference to
Exhibit 3.2 to Registrant's form 8-B dated May 26, 1992)
10.1 Copy of Lease Agreement between Liberty Bank and Trust Company of
Oklahoma City, N.A. and Mid-America Plaza, Ltd. (incorporated by
reference to Exhibit 9.75 to Liberty's Form 10-K for the year ended
December 31, 1979)
10.2 Liberty Bancorp, Inc., 1990 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.1 to Registrant's Form 8-B
dated May 26, 1992)
10.3 Copy of documents relating to Liberty Bancorp, Inc. Executive
Mortgage Assistance Plan (incorporated by reference to Exhibit
10.21 to Amendment No. 1 to Liberty's Registration Statement on Form
S-14, Registration No. 2-87751)
10.4 Copy of Memorandum of Lease entered into December 14, 1977, between
First Place Corporation and Liberty Tulsa (incorporated by reference
to Exhibit 10.4 to Registrant's Form 10-K for the year ended
December 31, 1990)
10.7 Option to Purchase Common Stock between Registrant and Frank X.
Henke, III (incorporated by reference to Exhibit 10.16 to Amendment
No. 1 to Registrant's Registration Statement on Form S-1,
Registration No. 33-17239)
10.8 Management Incentive Bonus Plan (incorporated by reference to
Exhibit 10.8 to Registrant's Form 10-K for the year ended December
31, 1992)
10.9 Supplemental Executive Retirement Plan and Trust (incorporated by
reference to Exhibit 10.9 to Registrant's Form 10-K for the year
ended December 31, 1994)
*10.10 Executive Severance Plan, as amended
22 Subsidiaries of Registrant (incorporated by reference to Exhibit 22
to Registrant's Form 10-K for the year ended December 31, 1992)
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
*24 Powers of Attorney
**99.1 Annual Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing,
Salary Deferral and Employee Stock Ownership Plan for the Year Ended
December 31, 1994
* Previously filed
** Filed herewith
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period from to .
-------------- -----------------
Commission File No. 0-12709
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
LIBERTY BANCORP, INC. PROFIT SHARING,
SALARY DEFERRAL AND EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
LIBERTY BANCORP, INC.
100 North Broadway
Oklahoma City, OK 73102
1. Financial Statements. The following financial statements are
filed as part of this report and included after the signature page hereof:
Report of Independent Public Accountants;
Statement of Net Assets Available for Plan Benefits;
Statement of Changes in Net Assets Available for Plan Benefits; and
Notes to Financial Statements.
2. Exhibit. The following exhibit is filed with this Report:
Exhibit No. Description
---------- -----------
23.1 Consent of Arthur Andersen LLP relating to the
Liberty Bancorp, Inc. Profit Sharing, Salary
Deferral and Employee Stock Ownership Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Administration Committee has duly caused this Annual Report
to be signed by the undersigned, thereunto duly authorized.
LIBERTY BANCORP, INC. PROFIT SHARING,
SALARY DEFERRAL AND EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ Daniel L Shelton
Daniel L. Shelton
Chairman, Employee Benefits
Administration Committee
Date: June 29, 1995
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FINANCIAL STATEMENTS
Report of Independent Public Accountants
Statements of Net Assets Available for Plan Benefits as of December 31,
1994 and 1993
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1994
Notes to Financial Statements
SUPPLEMENTAL SCHEDULES
I. - Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1994
II. - Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1994
All other schedules required by the Employee Retirement Income Security Act
of 1974 and the regulations promulgated by the Department of Labor have
been omitted since they are not applicable.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefit Administration Committee, Liberty Bancorp, Inc.
Profit Sharing, Salary Deferral and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Liberty Bancorp, Inc. Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan (the "Plan") as of December 31, 1994 and
1993, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1994. These financial statements
and supplemental schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Liberty Bancorp, Inc. Profit Sharing, Salary Deferral and Employee Stock
Ownership Plan as of December 31, 1994 and 1993, and the changes in its net
assets available for plan benefits for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the index to financial statements are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
Oklahoma City, Oklahoma,
June 2, 1995
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
DECEMBER 31, 1994
(Dollars in Thousands)
Inter- Short Yield
mediate Zero Aggres- Average Managed and
Growth Maturity Money Liberty Coupon sive Maturity Maturity Value
Equity Income Market Stock Bond Loan Equity Income Income Deposit Balanced Equity Unallo-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Account Fund Fund cated Total
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
- -------
Investments-
Common stock of
Liberty
Bancorp, Inc. $ - $ - $ - $13,780 $ - $ - $ - $ - $ - $ - $ - $ - $3,937 $17,717
Pooled investment
funds-
Equity 4,205 - - - - - 1,816 - - - 468 562 - 7,051
Fixed income - 2,193 - - - - - 1,011 791 - 291 - - 4,286
Short-term invest-
ments 70 29 2,815 5 - - 33 27 14 - 23 11 - 3,027
U.S. Treasury
securities - 336 - - 2,436 - - - - - - - - 2,772
Loans to
participants - - - - - 1,711 - - - - - - - 1,711
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total
investments 4,275 2,558 2,815 13,785 2,436 1,711 1,849 1,038 805 - 782 573 3,937 36,564
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Due from other
funds 6 3 4 233 - - 2 1 1 - 5 - - 255
Interest and other
receivables - 8 13 - - 20 - - - - - - - 41
Contributions
receivable - - - 528 - - - - - - - - - 528
Cash and cash
equivalents 328 171 6 9 - - 106 3 2 - 7 94 - 726
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total assets 4,609 2,740 2,838 14,555 2,436 1,731 1,957 1,042 808 - 794 667 3,937 38,114
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
LIABILITIES:
Notes payable - - - - - - - - - - - - 2,017 2,017
Due to other funds 2 3 - - - 20 2 - 1 - - - 227 255
Due to brokers - - - - - - - 15 - - 48 - - 63
Other payables - 5 - - - 2 - - 3 - - - - 10
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total
liabilities 2 8 - - - 22 2 15 4 - 48 - 2,244 2,345
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $4,607 $2,732 $2,838 $14,555 $2,436 $1,709 $1,955 $1,027 $804 $ - $746 $667 $1,693 $35,769
====== ======== ====== ======= ====== ====== ======= ======== ======== ======= ======== ====== ======= =======
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
DECEMBER 31, 1993
(Dollars in Thousands)
Inter- Short Yield
mediate Zero Aggres- Average Managed and
Growth Maturity Money Liberty Coupon sive Maturity Maturity Value
Equity Income Market Stock Bond Loan Equity Income Income Deposit Balanced Equity Unallo-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Account Fund Fund cated Total
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
- -------
Investments-
Common stock of
Liberty
Bancorp, Inc. $ - $ - $ - $11,994 $ - $ - $ - $ - $ - $ - $ - $ - $4,361 $16,355
Pooled investment
funds-
Equity 4,333 - - - - - 1,496 - - - 132 411 - 6,372
Fixed income - 2,808 - - - - - 962 772 - 86 - - 4,628
Short-term invest-
ments 79 44 3,054 10 - - 20 23 13 1 - - - 3,244
U.S. Treasury
securities - - - - 2,690 - - - - 20 - - - 2,710
Loans to
participants - - - - - 1,508 - - - - - - - 1,508
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total
investments 4,412 2,852 3,054 12,004 2,690 1,508 1,516 985 785 21 218 411 4,361 34,817
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Receivable from
plan of acquired
entity - - - - - 27 - - - 53 - - - 80
Contributions
receivable 21 10 10 7 - - 10 3 4 - - - - 65
Interest and other
receivables - - 8 12 - 24 - - - - - - - 44
Due from other
funds 7 3 10 130 - - 2 24 1 8 - - - 185
Cash and cash
equivalents 458 104 - 74 - - 2 - 1 97 - - 55 791
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total assets 4,898 2,969 3,082 12,227 2,690 1,559 1,530 1,012 791 179 218 411 4,416 35,982
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
LIABILITIES:
Notes payable - - - - - - - - - - - - 2,438 2,438
Due to other funds 3 1 8 1 - 20 - - 1 96 - - 55 185
Due to brokers - - - - - - 86 97 7 - 218 411 - 819
Other payables 6 2 - - - 2 - 2 - - - - - 12
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
Total
liabilities 9 3 8 1 - 22 86 99 8 96 218 411 2,493 3,454
------ -------- ------ ------- ------ ------ ------- -------- -------- ------- -------- ------ ------- -------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $4,889 $2,966 $3,074 $12,226 $2,690 $1,537 $1,444 $913 $783 $83 $ - $ - $1,923 $32,528
====== ======== ====== ======= ====== ====== ======= ======== ======== ======= ======== ====== ======= =======
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)
Inter- Short Yield
mediate Zero Aggres- Average Managed and
Growth Maturity Money Liberty Coupon sive Maturity Maturity Value
Equity Income Market Stock Bond Loan Equity Income Income Deposit Balanced Equity Unallo-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Account Fund Fund cated Total
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contri-
butions (Notes
1 and 5) $ 539 $ 271 $ 244 $ 340 $ 38 $ - $ 343 $ 88 $ 146 $ (65) $ 318 $ 74 $ - $ 2,336
Employer contri-
butions (Notes
1 and 5) - - - 1,082 - - - - - - - - 624 1,706
Dividend income - - - 274 - - - - - - - 6 89 369
Interest income 4 13 118 3 72 108 2 1 1 2 1 1 1 327
Net unrealized
gain (loss) on
investments 98 (40) - 312 (143) - 103 27 (13) - 10 (5) 153 502
Net realized
gain (loss) on
investments (15) (15) - 132 (75) - 6 2 (3) - 1 2 - 35
Other receipts - - - 120 - 3 - - - - - - 14 137
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
Total additions 626 229 362 2,263 (108) 111 454 118 131 (63) 330 78 881 5,412
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
Distributions to
terminating and
withdrawing
participants 282 109 258 926 25 - 116 222 38 - 16 5 - 1,997
Less -
Forfeitures
(Note 1) - - - (30) - - - - - - - - - (30)
Interest expense
on notes pay-
able (Note 7) - - - - - - - - - - - - 202 202
Other
disbursements - - - - - - - - - 2 - - - 2
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
Total deductions 282 109 258 896 25 - 116 222 38 2 16 5 202 2,171
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
Net increase
(decrease) in
net assets 344 120 104 1,367 (133) 111 338 (104) 93 (65) 314 73 679 3,241
Net transfers
between funds (626) (354) (340) 962 (121) 61 173 218 (72) (18) 432 594 (909) -
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
beginning of
year 4,889 2,966 3,074 12,226 2,690 1,537 1,444 913 783 83 - - 1,923 32,528
------- -------- ------- -------- ------- ------ ------- -------- -------- ------- -------- ------ ------- --------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
end of year $4,607 $2,732 $2,838 $14,555 $2,436 $1,709 $1,955 $1,027 $804 $ - $746 $667 $1,693 $35,769
======= ======== ======= ======== ======= ====== ======= ======== ======== ======= ======== ====== ======= ========
<FN>
The accompanying notes are an integral part of this financial statement.
</TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. DESCRIPTION OF PLAN:
The Liberty Bancorp Inc. Profit Sharing, Salary Deferral and Employee Stock
Ownership Plan (the "Plan") is a defined contribution plan in which
eligible employees of Liberty Bancorp, Inc. ("Liberty") and its
subsidiaries (collectively referred to as the "Company") may participate.
Contributions are currently deposited with the Liberty Bank and Trust
Company, N.A. of Oklahoma City ("Liberty OKC"), a subsidiary of Liberty
Bancorp, Inc. The Plan is administered by the Employee Benefit
Administration Committee appointed by the Board of Directors of the
Company. All expenses incurred in the administration of the Plan may be
paid by the Company; however, the Company is not obligated to do so. All
significant administrative expenses incurred during 1994 were paid by the
Company.
Employees may elect to defer a portion of their compensation for
contribution into the Plan by the Company. These elective deferrals may
not exceed the lesser of $9,240 annually or the maximum contribution
percentage of a participant's annual base salary as determined by the
Employee Benefit Administration Committee. Each participant must designate
that their contributions be invested in any one, or more, of several
investment options (see Note 2). Participants may change their investment
options each January 1, April 1, July 1 and October 1 upon prior written
notification to the Employee Benefit Administration Committee.
All Company contributions, both matching and profit sharing, are
discretionary and are allocated to participants semi-annually. Company
matching contributions, net of forfeitures, are allocated based upon
percentages of participants' elective deferrals and years of service.
Forfeitures under the Plan provisions are used to reduce Company
contributions in the current year. Company contributions greater than the
matching contributions (referred to as profit sharing contributions) are
allocated based upon each participant's total compensation. The Company
made a profit sharing contribution of $880,000 for 1994. All Company
contributions, other than those used to pay principal and interest on the
Plan's debt (see Note 7), are invested in Liberty Common Stock ("Liberty
Stock Fund"). The earnings in each fund are allocated semi-annually to
participants with account balances in the funds in accordance with Plan
provisions. The participants' share of Company contributions and related
earnings vest at the rate of 20% for each year of service (defined as 1,000
hours of service in any fiscal year) after two years of service have been
rendered. Vesting credit is given for hours of service, as defined in the
Plan, subsequent to eligibility. At the discretion of the participant,
vested benefits are payable in one of several methods upon termination of
employment or certain hardships.
The Plan may be discontinued by order or authority of the Board of
Directors of the Company. In the event of such discontinuance or other
termination of the Plan, each participant's account shall be 100% vested
and nonforfeitable.
Participants, on whose behalf employer contributions are made, are not
taxed on the amounts contributed by the employer or on any income earned
thereon until the receipt of a distribution pursuant to the terms of the
Plan. The taxation of income earned on Plan assets attributable to
participants' contributions to the Plan is also deferred until distribution
is made. The amount of income taxes applicable to the participants or
their beneficiaries upon distribution is dependent upon the timing and
method of distribution, as prescribed by the Internal Revenue Code. The
trust established under the Plan is qualified under the Internal Revenue
Code as exempt from Federal income taxes. Although the Plan has received a
favorable determination letter dated March 8, 1989, from the Internal
Revenue Service ("IRS"), it has not yet been updated regarding the latest
Plan amendments. However, the Plan sponsor and legal counsel are of the
opinion that the Plan, as amended, meets the IRS requirements and therefore
the trust will continue to be tax exempt.
2. INVESTMENT OPTIONS:
The following investment options are available under the Plan:
* The Growth Equity Fund consists primarily of units of participation in
Pooled Fund A, administered by Liberty OKC, as Trustee. Pooled Fund A
investments are comprised principally of equity securities. At December
31, 1994 and 1993, there were 739 and 771 participants, respectively, in
this fund.
* The Intermediate Maturity Income Fund consists primarily of units of
participation in Pooled Fund B, administered by Liberty OKC, as Trustee.
Pooled Fund B investments are comprised of fixed income securities,
principally corporate bond obligations, government obligations and real
estate mortgages. At December 31, 1994 and 1993, there were 508 and 570
participants, respectively, in this fund.
* The Money Market Fund consists of interest-bearing savings and money
market accounts, certificates of deposit and other short-term cash
equivalent investments designated by the Employee Benefit Administration
Committee. At December 31, 1994 and 1993, there were 1,849 and 1,682
participants, respectively, in this fund.
* The Liberty Stock Fund consists primarily of investments in common
stock of Liberty. Short-term investments may also be made by Liberty OKC,
as Trustee. As of December 31, 1994 and 1993, there were 1,849 and 1,682
participants, respectively, in this fund.
* The Zero Coupon Bond Fund consists of investments made by Liberty OKC,
as Trustee, in zero coupon bonds. This fund is composed of amounts
distributed from Liberty OKC's pension plan which was terminated August 1,
1984, and is not available for contributions. As of December 31, 1994 and
1993, there were 81 and 85 participants, respectively, in this fund.
* The Loan Fund was established in 1990 to account for loans to
participants. Participants are allowed to borrow up to one-half of their
vested account balance subject to limitations as set forth in the Plan. As
of December 31, 1994 and 1993, there were 316 and 274 participants,
respectively, with loans against their accounts.
* The Aggressive Equity Fund consists primarily of investments in common
stocks designated by Liberty Bank and Trust Company of Tulsa, N.A.
("Liberty, Tulsa"), as Trustee. The objective of the fund is to seek long-
term capital growth. As of December 31, 1994 and 1993, there were 467 and
376 participants, respectively, in this fund.
* The Short Average Maturity Fund invests in a diversified portfolio of
high-quality cash equivalents, bonds and similar debt securities with
maturities of two years or less designated by Liberty, Tulsa, as Trustee.
As of December 31, 1994 and 1993, there were 215 and 201 participants,
respectively, in this fund.
* The Managed Maturity Income Fund invests in a diversified portfolio of
high-quality bonds and similar debt securities designated by Liberty,
Tulsa, as Trustee. As of December 31, 1994 and 1993, there were 299 and
286 participants, respectively, in this fund.
* The Balanced Fund was established in January, 1994 and attempts to
earn a relatively stable return over periods greater than five years by
diversifying investments among the other available funds, primarily equity
and income funds. As of December 31, 1994, there were 174 participants in
this fund.
* The Yield and Value Equity Fund will attempt to earn a total return
through a combination of current income and long-term capital growth over
periods greater than five years by investing in stocks of large companies.
* The Unallocated Fund was established in October 1988 to account for
the shares of Liberty common stock purchased in October 1988 and the
related note payable to Liberty (see Note 7).
The funds listed above are entirely participant directed except for the
Liberty Stock Fund which consists of participant directed investments and
Company directed investments as follows (dollars in thousands):
Liberty Stock Fund
-------------------------------------------
Participant Company
Directed Directed Total
----------- ------------ ------------
1994
- ----
Market value $ 2,238 $ 11,542 $ 13,780
Shares 78,452 404,634 483,086
1993
- ----
Market value $ 1,978 $ 10,016 $ 11,994
Shares 72,036 364,895 436,931
3. SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements have been prepared on the accrual
basis of accounting. Investments of the Plan are carried at market value.
Distributions to withdrawing participants are recorded at market value in
the accompanying statement of changes in net assets available for plan
benefits. Income earned by the Plan's investment in the pooled investment
funds is included as a component of net unrealized gain (loss) on
investments in the accompanying statement of changes in net assets
available for plan benefits.
Effective December 1, 1993, Liberty transferred employees of an acquired
entity from their previously existing plan to the Plan. As of December 31,
1993, all of the related assets had not been received by the Plan and were
reflected as a receivable from the acquired entity's plan in the
accompanying statement of net assets available for plan benefits. All of
the related assets had been received by December 31, 1994. No acquisitions
were made during 1994.
4. INVESTMENTS
The Plan's investments are carried at market value. Purchases and sales of
securities are recorded on a trade-date basis. Investments that represent
five percent or more of the Plan's net assets are separately identified in
the accompanying statements.
During 1994, the Plan's investments (including investments bought, sold and
held during the year) appreciated in value by approximately $537,000 as
follows:
Realized Unrealized
Appreciation Appreciation
(Depreciation) (Depreciation)
-------------- --------------
(Dollars in thousands)
Common stock of Liberty Bancorp, Inc. $131 $465
Common Stock of others (2) -
Pooled investment funds:
Equity (5) 208
Fixed (15) (27)
U.S. Treasury securities (75) (143)
-------------- --------------
Net change in market value $ 34 $503
============== ==============
5. CONTRIBUTIONS:
Employer contributions during 1994 totaled $1,706,000. Approximately
$30,000 of this amount was funded through amounts forfeited by participants
that was used to reduce the employer's contributions. Employee
contributions during 1994 totaled $2,336,000.
The Company has the option of making its contributions to the Plan in the
form of Liberty common stock or cash. As a result of this option, 23,682
shares of such stock, with an aggregate market value of approximately
$733,000 at the dates of contribution were contributed to the Plan in 1994.
Included in the Company's contributions for 1994 were cash contributions of
approximately $202,000, made by Liberty to cover interest expense on the
note payable to Liberty (see Note 7). These contributions, although not
mandated, were made at the direction of the Board of Directors of the
Company. Employee contributions include rollovers from employees'
participation in other plans at previous employers. Rollover contributions
totaled approximately $379,000 in 1994.
6. DISTRIBUTIONS TO PARTICIPANTS:
Terminating participants with vested benefits exceeding $3,500 may defer
distribution of their benefits until age seventy and one-half. Investments
relating to these participants remain in the Plan until they are
distributed. At December 31, 1994 and 1993, the net assets attributable to
the vested benefits of terminated participants of the Plan totaled
approximately $6,998,000 and $4,975,000, respectively.
7. NOTE PAYABLE TO LIBERTY BANCORP, INC.:
In October 1988, in connection with the Company's plan of financial
restructuring, the Plan purchased 371,379 shares of Liberty common stock at
a cost of $12.40 per share or approximately $4,605,000. The Plan borrowed
approximately $4,105,000 from Liberty to purchase a portion of the stock
(331,056 shares) for funding of the Plan in future periods. The remaining
shares (40,323) were purchased with funds from the Liberty Stock Fund of
the Plan. Under the terms of the loan agreement between the Plan and
Liberty, the note payable bears interest at 9% per annum and is payable in
120 monthly installments of approximately $52,000 (including interest) with
all unpaid principal and interest, if any, due on October 31, 1998 and is
secured by the shares of Liberty common stock which have not been allocated
to participant accounts.
Each year, as payments are made on the loan, shares of common stock become
unencumbered and are available for allocation to the participants. The
Company makes contributions to the Plan in amounts sufficient for the Plan
to make monthly principal and interest payments on the loan.
8. LOANS TO PARTICIPANTS:
Loan activity was as follows (dollars in thousands):
1994
-------
Balance at beginning of year $ 1,508
New loans 1,386
Loans transferred from
acquired entity's plan 30
Principal repayments (1,213)
-------
Balance at end of year $ 1,711
=======
Interest applicable to these loans during 1994 was approximately $108,000.
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
AS OF DECEMBER 31, 1994
(Dollars in Thousands)
Description of investment
Identity of issuer, borrower, including maturity date, rate of Current
(a)* (b) lessor or similar party (c) interest, collateral, par or maturity value (d) Cost (e) Value
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
POOLED INVESTMENT FUNDS - EQUITY:
* Employee Benefit Growth Equity Fund Commingled Equity Funds - 7,238 shares $ 3,552 $ 4,360
Employee Benefit Aggressive
Equity Fund Commingled Equity Funds - 23,549 shares 1,821 1,973
Employee Benefit Yield and Value
Equity Fund Commingled Equity Funds - 71,064 shares 725 718
------- -------
6,098 7,051
------- -------
POOLED INVESTMENT FUNDS - FIXED INCOME:
* Employee Benefit Intermediate
Maturity Income Fund Commingled Fixed Funds - 32,736 shares 2,069 2,308
Employee Benefit Short Average
Maturity Income Fund Commingled Fixed Funds - 55,982 shares 989 1,033
Employee Benefit Managed
Maturity Income Fund Commingled Fixed Funds - 36,649 shares 925 945
------- -------
3,983 4,286
------- -------
SHORT TERM INVESTMENTS:
Short Term Investments Company Prime Portfolio Money Market Investments -
3,027,003 shares 3,027 3,027
------- -------
COMMON STOCK:
* Liberty Bancorp, Inc. Common Stock - 621,100 shares 10,485 17,717
------- -------
LOANS TO PARTICIPANTS:
* Various Plan Participants Liberty loans payable monthly 1,711 1,711
------- -------
U.S. TREASURY SECURITIES:
United States Treasury Treasury Notes - 75 shares, 6.5% due 5/15/97 $ 75 $ 73
United States Treasury Treasury Notes - 75 shares, 5.25% due 7/31/98 71 69
United States Treasury Treasury Notes - 75 shares, 6.75% due 6/30/99 75 72
United States Treasury Treasury Notes - 75 shares, 7.75% due 2/15/01 78 75
United States Treasury Treasury Notes - 50 shares, 7.25% due 5/15/04 50 48
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/95 73 228
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/96 37 123
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/97 63 215
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/98 22 77
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/99 131 382
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/00 76 297
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/01 50 202
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/02 14 58
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/03 25 110
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/04 12 55
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/05 69 315
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/06 4 20
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/07 28 135
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/08 3 13
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/09 41 205
------- -------
997 2,772
------- -------
Total assets held for
investment purposes $26,301 $36,564
======= =======
<FN>
* Party-in-interest
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)
<CAPTION>
Expenses
Incurred
in Current
Number Connection Value of
of with Asset on
Trans- Identity of Party Description of Purchase Selling Lease Trans- Cost of Transaction Net Gain
actions (a) Involved (b) Asset (c)Price (d)Price (e)Rental (f)action (g)Asset (h)Date (I) or (Loss)
- ------- ----------------- -------------- ---------- ---------- --------- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases:
651 Short-term Short-term $8,305 $ - $- $- $ - $8,305 $ -
Investments Money Market
Company Prime Instruments
Portfolio
20 Employee Benefit Commingled 949 - - - - 949 -
Growth Equity
Equity Fund Funds
Growth
Equity Funds
Sales:
473 Short-term Short-term - 8,520 - - 8,520 $8,520 -
Investments Money Market
Company Prime Instruments
Portfolio
10 Employee Benefit Commingled - 1,058 - - 1,074 1,058 (16)
Growth Equity
Equity Fund Funds
Growth
Equity Funds
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into Form S-8 Registration Statement No. 33-28760 of our report dated
June 2, 1995 included in this Form 11-K for the Liberty Bancorp, Inc. Profit
Sharing, Salary Deferral and Employee Stock Ownership Plan for the fiscal year
ended December 31, 1994.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 29, 1995
</TABLE>
