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, 1995
-----------------
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, 1996, Registrant had 9,491,045 shares of Common Stock
outstanding.
As of March 30, 1996, the aggregate market value of the Registrant's
Common Stock held by nonaffiliates, was approximately $184.9 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 1996 Annual Meeting of
Shareholders.
LIBERTY BANCORP, INC.
AMENDMENT NO. 1
TO
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995
The undersigned registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 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, 1995,
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., as amended
10.1 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)
10.2 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)
10.3 Documents relating to Liberty Tulsa lease
10.4 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)
10.5 Management Incentive Bonus Plan (incorporated by reference to Exhibit
10.8 to Registrant's Form 10-K for the year ended December 31, 1992)
10.6 Supplemental Executive Retirement Plan and Trust, as amended
10.7 Executive Severance Plan, as amended
22 Subsidiaries of Registrant
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Ernst & Young LLP
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, 1995
- -------------------------------------------------------------------------------
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 28, 1996
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., as amended
10.1 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)
10.2 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)
*10.3 Documents relating to Liberty Tulsa lease
10.4 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)
10.5 Management Incentive Bonus Plan (incorporated by reference to Exhibit
10.8 to Registrant's Form 10-K for the year ended December 31, 1992)
*10.6 Supplemental Executive Retirement Plan and Trust, as amended
*10.7 Executive Severance Plan, as amended
*22 Subsidiaries of Registrant
*24.1 Consent of Arthur Andersen LLP
*24.2 Consent of Ernst & Young LLP
**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, 1995
* 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, 1995.
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
---------- -----------
24.1 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 28, 1996
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY
DEFERRAL AND EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
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, 1995
and 1994
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1995
Notes to Financial Statements
SUPPLEMENTAL SCHEDULES
I. - Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1995
II. - Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1995
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 and 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, 1995 and 1994,
and the related statement of changes in net assets available for plan benefits
for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in its net
assets available for plan benefits for the year ended December 31, 1995, 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 14, 1996
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
Inter- Short
med- Aver- Mana-
iate Liberty Liberty age ged Yield
Matur- Em- Em- Zero Aggres- Matu- Matu- and
Growth ity Money ployer ployee Coupon sive rity rity Bal- Value Unal-
Equity Income Market Stock Stock Bond Loan Equity Income Income anced Equity loca-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund ted Total
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Common stock of Liberty
Bancorp, Inc. $ - $ - $ - $17,643 $2,776 $ - $ - $ - $ - $ - $ - $ - $3,600 $24,019
Pooled investment funds-
Equity 6,168 - - - - - - 3,162 - - 638 1,170 - 11,138
Fixed income - 2,716 - - - - - - 1,004 916 404 - - 5,040
Short-term investment 6 6 3,075 - 20 - 22 13 11 13 3 2 2 3,173
U.S. Treasury securities - 368 - - - 2,751 - - - - - - - 3,119
Loans to participants - - - - - - 1,710 - - - - - - 1,710
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total investments 6,174 3,090 3,075 17,643 2,796 2,751 1,732 3,175 1,015 929 1,045 1,172 3,602 48,199
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Due from other funds - - - 1 - - - - - - 3 - - 4
Interest and other
receivables - 7 15 - - - - - - - - - - 22
Contributions receivable - - - - - - - - - - - - - -
Cash and cash equivalents 19 49 11 1 11 - - 20 25 9 47 5 - 197
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total assets 6,193 3,146 3,101 17,645 2,807 2,751 1,732 3,195 1,040 938 1,095 1,177 3,602 48,422
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
LIABILITIES:
Notes payable - - - - - - - - - - - - 1,555 1,555
Due to other funds - - - - 1 - - 3 - - - - - 4
Due to brokers 35 - - - - - - 150 - - 1 72 - 258
Other payables - - - - - - 22 - - - - - - 22
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total liabilities 35 - - - 1 - 22 153 - - 1 72 1,555 1,839
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $6,158 $3,146 $3,101 $17,645 $2,806 $2,751 $1,710 $3,042 $1,040 $ 938 $1,094 $1,105 $2,047 $46,583
====== ====== ====== ======= ======= ====== ====== ======= ====== ====== ====== ====== ====== =======
<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
DECEMBER 31, 1994
(Dollars in Thousands)
<CAPTION>
Inter- Short
med- Aver- Mana-
iate Liberty Liberty age ged Yield
Matur- Em- Em- Zero Aggres- Matu- Matu- and
Growth ity Money ployer ployee Coupon sive rity rity Bal- Value Unal-
Equity Income Market Stock Stock Bond Loan Equity Income Income anced Equity loca-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund ted Total
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Common stock of Liberty
Bancorp, Inc. $ - $ - $ - $11,695 $2,085 $ - $ - $ - $ - $ - $ - $ - $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 investments 70 29 2,815 3 2 - - 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 11,698 2,087 2,436 1,711 1,849 1,038 805 782 573 3,937 36,564
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Due from other funds 6 3 4 229 4 - - 2 1 1 5 - - 255
Interest and other
receivables - 8 13 - - - 20 - - - - - - 41
Contributions receivable - - - 525 3 - - - - - - - - 528
Cash and cash equivalents 328 171 6 - 9 - - 106 3 2 7 94 - 726
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total assets 4,609 2,740 2,838 12,452 2,103 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 $12,452 $2,103 $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 CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
Inter- Short
med- Aver- Mana-
iate Liberty Liberty age ged Yield
Matur- Em- Em- Zero Aggres- Matu- Matu- and
Growth ity Money ployer ployee Coupon sive rity rity Bal- Value Unal-
Equity Income Market Stock Stock Bond Loan Equity Income Income anced Equity loca-
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund ted Total
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Employee contribu-
tions (Notes 1
and 5) $ 469 $ 212 $ 248 $ - $ 279 $ - $ - $ 375 $ 57 $100 $ 174 $ 101 $ - $ 2,015
Employer contributions
(Notes 1 and 5) - - - 1,023 - - - - - - - - 624 1,647
Dividend income - - - 341 59 - - - - - - - 97 497
Interest income 4 26 175 1 2 158 133 3 1 1 1 1 - 506
Net unrealized gain
on investments 1,546 345 - 3,898 593 390 - 636 63 122 197 240 818 8,848
Net realized gain
on investments 8 10 - 137 54 13 - 1 4 5 10 1 9 252
Other receipts - - - 95 56 - 1 - - - - - - 152
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total additions 2,027 593 423 5,495 1,043 561 134 1,015 125 228 382 343 1,548 13,917
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
DEDUCTIONS
Distributions to term-
inating and withdraw-
ing participants 466 227 239 937 193 15 - 402 269 47 76 141 - 3,012
Less - Forfeitures
(Note 1) - - - (89) - - - - - - - - - (89)
Interest expense on
notes payable
(Note 7) - - - - - - - - - - - - 163 163
Other disbursements - - - - - - 17 - - - - - - 17
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Total deductions 466 227 239 848 193 15 17 402 269 47 76 141 163 3,103
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
Net increase (decrease)
in net assets 1,561 366 184 4,647 850 546 117 613 (144) 181 306 202 1,385 10,814
Net transfers between
funds (10) 48 79 546 (147) (231) (116) 474 157 (47) 42 236 (1,031) -
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year 4,607 2,732 2,838 12,452 2,103 2,436 1,709 1,955 1,027 804 746 667 1,693 35,769
------ ------ ------ ------- ------- ------ ------ ------- ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $6,158 $3,146 $3,101 $17,645 $2,806 $2,751 $1,710 $3,042 $1,040 $938 $1,094 $1,105 $2,047 $46,583
====== ====== ====== ======= ======= ====== ====== ======= ====== ====== ====== ====== ====== =======
<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, 1995 AND 1994
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 of Oklahoma
City, N.A. ("Liberty OKC"), a subsidiary of Liberty. The Plan is administered
by the Employee Benefit Administration Committee which is 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 1995 were paid by the Company.
Employees may elect to defer a portion of their compensation for contribution
into the Plan. 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
$927,000 for 1995. All Company contributions, other than those used to pay
principal and interest on the Plan's note payable (see Note 7), are invested
in Liberty common stock ("Liberty Employer 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. 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 and State
income taxes. The Plan has received a favorable determination letter dated
March 8, 1989, from the Internal Revenue Service ("IRS"). Due to subsequent
Plan amendments, a new determination letter has been applied for, but has not
been received. 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 exempt from taxation.
2. INVESTMENT OPTIONS:
The following investment options are available under the Plan:
Growth Equity Fund - consists primarily of investments in equity
securities designated by Liberty OKC, as trustee. At December 31, 1995 and
1994, there were 732 and 739 participants, respectively, in this fund.
Intermediate Maturity Income Fund - consists primarily of investments in
fixed income securities, principally corporate bond obligations, government
obligations and real estate mortgages designated by Liberty OKC, as Trustee.
At December 31, 1995 and 1994, there were 458 and 508 participants,
respectively, in this fund.
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, 1995 and 1994, there were 484 and 535 participants, respectively,
in this fund.
Liberty Employer and Employee 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, 1995 and 1994, there were
1,831 and 1,849 participants, respectively, in this fund.
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, 1995 and 1994, there were
73 and 81 participants, respectively, in this fund.
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,
1995 and 1994, there were 327 and 316 participants, respectively, with loans
against their accounts.
Aggressive Equity Fund - consists primarily of investments in equity
securities 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, 1995 and 1994, there were 579 and 467
participants, respectively, in this fund.
Short Average Maturity Income Fund - invests in a diversified portfolio
of high-quality cash equivalents, bonds and similar debt securities, (rated
"A" or better), with maturities of two years or less designated by Liberty
Tulsa, as Trustee. As of December 31, 1995 and 1994, there were 192 and 215
participants, respectively, in this fund.
Managed Maturity Income Fund - invests in a diversified portfolio of
high-quality bonds, (rated "A" or better), and similar debt securities
designated by Liberty Tulsa, as Trustee. As of December 31, 1995 and 1994,
there were 288 and 299 participants, respectively, in this fund.
Balanced Fund - invests in a diversified portfolio of the above described
funds, primarily equity and income funds. As of December 31, 1995 and 1994,
there were 205 and 174 participants, respectively, in this fund.
Yield and Value Equity Fund - invests in a diversified portfolio of
stocks of large companies. As of December 31, 1995 and 1994, there were 181
and 128 participants, respectively, in this fund.
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 Employer Stock Fund and the Unallocated Fund. The Liberty Employer
Stock Fund consists primarily of common stock of Liberty. These investments
are participant directed and Company directed as follows:
Liberty Stock Fund
(Dollars in thousands)
-----------------------------------
Participant Company
Directed Directed
Common Common
Stock Stock Total
----------- -------- --------
1995
Market value $ 745 $ 16,898 $ 17,643
Shares 19,919 452,417 472,336
1994
Market value $ 153 $ 11,542 $ 11,695
Shares 5,363 404,634 409,997
The Unallocated Fund consists of shares of Liberty common stock held as
collateral for the related note payable to Liberty (See Note 7).
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 all funds, other than the Liberty
Employer and Employee Stock Funds and the Unallocated Fund is included as a
component of net unrealized gain on investments in the accompanying statement
of changes in net assets available for plan benefits.
Certain items in the 1994 financial statements have been reclassified to
conform to the 1995 presentation.
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 statement of net assets available for plan benefits.
During 1995, the Plan's investments (including investments bought, sold and
held during the year) appreciated in value by approximately $9,100,000 as
follows:
Realized Unrealized
Appreciation Appreciation
-------------- --------------
(Dollars in thousands)
Common stock of Liberty Bancorp, Inc. $200 $5,309
Pooled investment funds:
Equity 18 2,573
Fixed 21 545
U.S. Treasury securities 13 421
---- ------
Net change in market value $252 $8,848
==== ======
5. CONTRIBUTIONS:
Employer contributions during 1995 totaled approximately $1,647,000.
Approximately $89,000 of this amount was funded through amounts forfeited by
participants that was used to reduce the employer's contributions. Employee
contributions during 1995 totaled approximately $2,015,000.
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, 25,858 shares of
such stock, with an aggregate market value of approximately $943,000, at the
dates of contribution, were contributed to the Plan in 1995.
Included in the Company's contributions for 1995 were cash contributions of
approximately $163,000, 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 $74,000
in 1995.
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, 1995 and 1994, the net assets attributable to the vested
benefits of terminated participants of the Plan totaled approximately
$8,346,000 and $6,998,000, respectively.
7. NOTE PAYABLE TO LIBERTY BANCORP, INC.:
In October 1988, 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 Employer 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. The estimated fair value of the note payable
approximates the carrying value.
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 for the year ended December 31, 1995, was as follows (Dollars in
thousands):
Balance at beginning of year $1,711
New loans 1,276
Principal repayments (1,277)
------
Balance at end of year $1,710
======
The interest rates are calculated by adding two percent to the Company's
stated certificate of deposit rates that are in effect on the 25th day of the
month prior to the month in which the loans are dated. The range for interest
rates was 7.1% to 9.0% during 1995. Loan terms range from one to five years.
Interest applicable to these loans during 1995 was approximately $133,000.
<TABLE> SCHEDULE I
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
Description of investment
Identity of issuer, including maturity date, rate of interest, Current
(a)* (b) borrower,lessor or similar party (c) collateral, par or maturity value (d) Cost (e) Value
- ---- ------------------------------------------- ---------------------------------------------------------- -------- --------
<S> <C> <C> <C> <C>
COMMON STOCK:
* Liberty Bancorp, Inc. Common Stock - 643,078 shares 11,326 24,019
POOLED INVESTMENT FUNDS - EQUITY:
* Employee Benefit Growth Equity Fund Commingled Equity Funds - 7,791 shares $ 3,997 $ 6,381
* Employee Benefit Aggressive Equity Fund Commingled Equity Funds - 30,540 shares 2,538 3,375
* Employee Benefit Yield and Value Equity
Fund Commingled Equity Funds - 101,245 shares 1,098 1,382
------- -------
7,633 11,138
------- -------
POOLED INVESTMENT FUNDS - FIXED INCOME:
* Employee Benefit Intermediate Maturity
Income Fund Commingled Fixed Funds - 35,719 shares 2,316 2,876
* Employee Benefit Short Average Maturity
Income Fund Commingled Fixed Funds - 52,349 shares 938 1,037
* Employee Benefit Managed Maturity Income
Fund Commingled Fixed Funds - 37,517 shares 960 1,127
------- -------
4,214 5,040
------- -------
SHORT TERM INVESTMENTS:
Short Term Investments Company Prime Portfolio Money Market Investments - 3,172,695 shares 3,173 3,173
U.S. TREASURY SECURITIES:
United States Treasury Treasury Notes - 75,000 shares, 6.5% due 5/15/97 75 76
United States Treasury Treasury Notes - 75,000 shares, 5.25% due 7/31/98 71 75
United States Treasury Treasury Notes - 75,000 shares, 6.75% due 6/30/99 75 78
United States Treasury Treasury Notes - 75,000 shares, 7.75% due 2/15/01 78 83
United States Treasury Treasury Notes - 50,000 shares, 7.25% due 5/15/04 50 56
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/96 37 132
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/97 63 239
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/98 22 88
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/99 169 489
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/00 76 354
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/01 50 246
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/02 14 73
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/03 25 140
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/04 12 71
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/05 69 415
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/06 4 28
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/07 28 184
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/08 3 18
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/09 39 274
------- -------
960 3,119
------- -------
LOANS TO PARTICIPANTS:
* Various Plan Participants Liberty loans payable monthly - interest rates ranging
from 7.1% to 9.0% 1,710 1,710
Total assets held for investment purposes $29,018 $48,199
======= =======
<FN>
* Party-in-interest
</TABLE>
<TABLE>
SCHEDULE II
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
Current
Expenses Value of
Number Incurred in Asset on
of Connection Trans-
Trans- Identity of Party Description of Purchase Selling Lease with Trans Cost of action 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:
719 Short-term Investments Short-term Money
Company Prime Portfolio Market Investments $8,246 $ - $ - $ - $ - $8,246 $ -
Sales:
551 Short-term Investments Short-term Money - 8,100 - - 8,100 8,100 -
Company Prime Portfolio Market Investments
</TABLE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 14, 1996 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, 1995 into the Company's previously filed
Form S-8 Registration Statement No. 33-28760.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 28, 1996
