Liberty Bancorp, Inc.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 17, 1996
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 17, 1996, 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 commencing on or about March 22, 1996, 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, 1996. On that date, the Company had outstanding 9,491,045 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 seven 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, 1995, 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, 1996, the Company had outstanding 9,491,045 shares of
Common Stock (excluding treasury stock). The following table sets forth as
of March 1, 1996, 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.
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Beneficial Ownership
Number of
Shares and Percent
Nature of of
Name Address Ownership Class
John E. Kirkpatrick P. O. Box 268822 1,792,895(2)(a) 18.89%
and Family Oklahoma City, OK 73126
Robert E. Torray 6610 Rockledge Drive 1,421,202(b)
Suite 450 80,000(2)(c)
Bethesda, MD 20817 1,501,202 15.82%
Liberty Bancorp, Inc. 100 N. Broadway 645,942(2)(d) 6.81%
Profit Sharing, Oklahoma City, OK 73102
Salary Deferral
and Employee Stock
Ownership Plan and
Trust Agreement
State Farm Mutual One State Farm Plaza 645,161(1) 6.80%
Automobile Insurance Bloomington, IL 61710
Company
</TABLE>
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(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 1,421,202 shares of the Company's Common Stock shown, Mr.
Torray claims to have sole voting and investment power for 379,187 common
shares which he owns individually; 8,638 common shares which he owns in
joint tenancy with his wife; 644 common shares which his wife owns
individually; 600 shares held as custodian for his children; and 1,435
shares held jointly with certain other individuals. Of the remaining
1,030,698 shares being reported, Robert E. Torray & Co., Inc. (of which Mr.
Torray is the sole shareholder and President) beneficially owns in respect
of its clients all such shares. Of these 1,030,698 shares, Mr. Torray has
sole voting power over 959,498 of such shares, and sole dispositive power
over all such shares.
(c) The Torray Fund owns 80,000 shares of the Company's Common Stock.
Mr. Torray may be deemed to have shared voting and investment power as to
all such shares in the Torray Fund as President of the Torray Corporation,
investment manager to the Torray Fund.
(d) Of these shares, 97,094 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 548,848 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.
ELECTION OF DIRECTORS
The authorized number of directors of the Company following the Annual
Meeting will be twenty-four (24). 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:
Thomas G. Donnell, William F. Fisher, Jr., Walter H. Helmerich, III, Joseph
S. Jankowsky, John E. Kirkpatrick, Robert E. Torray and John S. Zink.
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
stock ownership information is as of March 7, 1996. All other information
is as of the date of this Proxy Statement.
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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)
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 62
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 56
Walter H. Helmerich, III Chairman, Helmerich & Payne, Inc. 1984 1996 6,500(2)(a)
(petroleum exploration and production, 6,000(4)(a)
contract drilling, chemical manufactur- 12,500 0.13%
ing, real estate development and
management); Director, Rikwell Company
and Atwood Oceanics, Inc., Tulsa, OK;
age 73
Joseph S. Jankowsky Private Investor, Tulsa, OK; age 61 1990 1996 10(2) --
John E. Kirkpatrick Private Investor; Chairman Emeritus 1984 1996 1,792,895(4)(b) 18.89%
of the Company, Oklahoma City, OK;
age 88
Robert E. Torray Chairman and President, Robert E. 1988 1996 1,421,202(c)
Torray & Co., Inc. (investment 80,000(4)(d)
management company); President, 1,501,202 15.82%
The Torray Corporation; Chairman,
Birmingham Capital Management Company,
Inc.; and Chairman, Energy Recovery
Management, Inc., Bethesda, Maryland;
age 58
John S. Zink President, Zeeco, Inc. 1990 1996 1,010(2) 0.01%
(manufacturer of industrial,
combustion equipment),
Tulsa, OK; age 67
Common Stock
Year Term Number of
Principal Occupation, First Year Expires Shares and
Name Directorships of Other Became a as a Nature of Percent
Directors Public Companies and Age Director Director Ownership of
Class(1)
Donald L. Brawner, M.D. Retired Surgeon, Tulsa, OK; age 71 1984 1998 101(2)
22,848(4)
22,949 0.24%
Robert S. Ellis, M.D. Physician, Oklahoma Allergy Clinic, 1990 1997 4,458(2) 0.05%
Oklahoma City, OK; age 69
Charles W. Flint, III Chairman & President, Flint 1995 1998 191(2)
Resources Company; Chairman, 62,731(4)
Flint Industries, Inc. (commercial 62,922 0.66%
construction), Tulsa, OK; age 45
James L. Hall, Jr. Member, Crowe & Dunlevy, A 1990 1998 1,078(2)
Professional Corporation 1,449(4)
(attorneys), Oklahoma City, OK; age 59 2,527 0.03%
Raymond H. Hefner, Jr. President, Bonray, Inc.; 1986 1998 10(2)
General Partner, Hefner Enterprises 87,397(4)
(oil and gas drilling, exploration 87,407 0.92%
and production), Oklahoma City, OK;
age 68
Edward F. Keller Senior Vice President of the Company 1996 1997 500(4) 0.01%
and Vice Chairman of Liberty Tulsa,
Tulsa, OK; age 55
Judy Z. Kishner Senior Vice President, Sooner Pipe 1994 1997 650(2) 0.01%
& Supply Corporation (oilfield pipe
and supply), Tulsa, OK; age 48
David L. Kyle President, Oklahoma Natural Gas Company 1994 1997 100(2) --
(natural gas distribution public
utility), Tulsa, OK; age 43
Edward C. Lawson, Jr. President, Lawson Petroleum Company 1990 1997 67(2)
(oil and gas drilling, exploration and 4,067(4)
production), Tulsa, OK; age 62 4,134 0.04%
Herb Mee, Jr. President and Director, The Beard 1990 1998 10(2) --
Company (dry ice manufacturing, real
estate and environmental services),
Oklahoma City, OK; age 67
Charles E. Nelson Chairman and Chief Executive Officer 1990 1997 107,219(3)
of the Company and Chairman, 6,731(4)
President and Chief Executive Officer 3,296(5)
of Liberty Oklahoma City, 816(6)
Oklahoma City, OK; age 53 118,062 1.24%
William G. Paul Member, Crowe & Dunlevy, A 1984 1997 4,000(2) 0.04%
Professional Corporation
(attorneys), Oklahoma City, OK;
age 65
V. Lee Powell President and Director, Fremont 1990 1998 212(2) --
Exploration, Inc. and Powell
Resources, Inc. (oil and gas
exploration), Oklahoma City, OK;
age 62
Jon R. Stuart President and Chief Executive 1988 1998 93,922(2)
Officer, First Stuart Corporation 104,569(4)
(radio broadcasting and investments 198,491 2.09%
in commercial real estate and oil and
gas properties), Tulsa, OK; age 47
Clifton L. Taulbert President and Owner, The Freemount 1995 1998 50(2) --
Corp. (a marketing and consulting
company), Tulsa, OK; age 50
W. H. Thompson, Jr. President of the Company and Chairman 1996 1997 3,323(2)
and Chief Executive Officer of 61,300(3)
Liberty Tulsa, Tulsa, OK; age 61 200(4)
2,265(5)
556(6)
67,644 0.71%
J. Otis Winters Chairman, Pate, Winters & Stone, Inc. 1995 1998 1,000(2) 0.01%
(a consulting firm), Dallas, TX; age 63
Common Stock
Number of
Shares and
Named Executive Officers Nature of Percent
Who Are Not Ownership of
Class(1)
Nominees or Directors
William M. Bell 2,290(2)
45,247(3)
2,938(5)
249(6)
50,724 0.53%
Kenneth R. Brown 11,155(2)
34,650(3)
3,362(5)
317(6)
49,484 0.52%
Mischa Gorkuscha 4,505(2)
40,205(3)
560(4)
6,021(5)
360(6)
51,651 0.54%
All directors, nominees 536,103(2)
and executive officers 347,004(3)
as a group (30 persons) 2,169,947(4)
30,165(5)
2,961(6)
1,030,698(7)
4,116,878 41.85%
</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. Helmerich exclude
395,000 shares of Common Stock owned by Helmerich & Payne, Inc. of which
corporation Mr. Helmerich is Chairman. Mr. Helmerich disclaims beneficial
ownership of these shares.
(b) 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."
(c) See footnote (b) to the table under "Security Ownership of Certain
Beneficial Owners."
(d) See footnote (c) to the table under "Security Ownership of Certain
Beneficial Owners."
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. Prior to
February 15, 1996, Mr. Edward F. Keller served as Chairman of Bank IV
Oklahoma, N.A. from 1992 until January 31, 1996. Prior to his service with
Bank IV Oklahoma, N.A., he served as Chairman of Fourth National Bank of
Tulsa from 1982 until 1992. Prior to June, 1995, Mr. John E. Kirkpatrick,
a private investor, was a partner of Kirkpatrick Oil Company. Mr.
Kirkpatrick sold his interest to a family member in June, 1995. Mr.
Charles W. Flint, III, held several senior executive positions with various
subsidiaries of Flint Resources Company prior to becoming President and
Chairman in June, 1992. 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. Prior to becoming President in September, 1994, Mr.
David L. Kyle occupied other senior executive positions with Oklahoma
Natural Gas Company. Mr. William G. Paul, attorney and member of Crowe &
Dunlevy, served as Senior Vice President and General Counsel for Phillips
Petroleum Company until December, 1995.
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 is a director
of the Company. 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. Charles W. Flint, III, a director of the Company, is the son
of Mr. C. W. Flint, Jr., a director emeritus. Mrs. Judy Z. Kishner, a
director of the Company, is the daughter of Mr. Henry Zarrow, a director
emeritus.
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 40, is President of Central and Southwest
Operation Services (a public utility service company) located in Tulsa,
Oklahoma.
W. H. (Rik) Helmerich, IV, age 43, is President of Pepper's Inc.
restaurant located in Tulsa, Oklahoma.
William N. Pirtle, age 63, 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 and Compliance Committee, Directors' Loan
Review Committee, Trust Committee, Investment Committee, Human Resources
and Compensation Committee, Marketing and CRA Committee and Executive
Committee of the Company.
The Nominating Committee evaluates and recommends to the Board
nominees for election to the Board of Directors. In addition, a
shareholder may nominate an individual to serve as a director in accordance
with the following procedures: a notice of the intent of a shareholder to
make a nomination shall be made in writing and received by the Secretary of
the Company not more than 150 days and not less than 90 days in advance of
the annual meeting. The notice by a shareholder shall set forth: (a) the
name and address of the shareholder who intends to make a nomination; (b)
a representation that the shareholder is a registered holder of the
Company's voting stock and intends to appear in person or by proxy at the
meeting to make the nomination; (c) with respect to notice of an intent to
make a nomination, a description of all arrangements or understandings
among the shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; and (d) with respect to
notice of an intent to make a nomination, such other information regarding
each nominee proposed by such shareholder as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated by the
Board of Directors of the Company. Notice of intent to make a nomination
shall be accompanied by the written consent of each nominee to serve as
director of the Company, if so elected. 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 once in 1995 to recommend the nominees for directors in 1995
and composition of Committees of the Board.
The Audit and Compliance 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 and meeting with
representatives of the Company's independent public accountants to review
the results of their audits. The Audit and Compliance Committee is
composed of J. Otis Winters (Chairman), M. Bruce Evans (an advisory
director), Herb Mee, Jr., William G. Paul, Jon R. Stuart and John S. Zink.
During the year, Edward C. Lawson, Jr. also served on the Committee. The
Committee met eight times in 1995.
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 and W. H. Thompson, Jr. During the year, Henry
Zarrow (director emeritus) also served on the Committee. The Directors'
Loan Review Committee met eight times during 1995.
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 currently composed of Judy Z. Kishner (Chairman), Thomas G.
Donnell, William F. Fisher, Jr., Raymond H. Hefner, Jr., Joseph S.
Jankowsky, John E. Kirkpatrick (emeritus), Edward C. Lawson, Jr. and W. N.
Pirtle (an advisory director). The
Committee met eight times in 1995.
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 Jon R.
Stuart (Chairman), Walter H. Helmerich, III, John E. Kirkpatrick, Charles
E. Nelson, William G. Paul and Robert E. Torray and met four times during
1995. Herb Mee, Jr., Joseph S. Jankowsky and J. Otis Winters also served
on the Committee during the year.
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 William G. Paul (Chairman), Charles
W. Flint, III, James L. Hall, Jr., David L. Kyle, V. Lee Powell and Robert
E. Torray and met five times during 1995. Martin E. Fate, Jr. (deceased,
an advisory director) served on the Committee during the year. 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 and CRA Committee oversees the coordination of the
marketing and business development activities of the Company including
Community Reinvestment activities. The Committee also reviews the
Company's Community Reinvestment Act compliance programs. This committee
is composed of Clifton L. Taulbert (Chairman), Robert S. Ellis, M.D.,
William F. Fisher, Jr., Charles W. Flint, III, W. H. (Rik) Helmerich, IV
(an advisory director), Edward C. Lawson, Jr. and Gerard J. Rothlein, Jr.
(an advisory director of Liberty Tulsa). Martin E. Fate, Jr. (deceased, an
advisory director) served on the Committee during the year. The Committee
met five times during 1995.
The Executive Committee was formed during 1995 to act on matters
requiring Board action in the interim between Board meetings and to oversee
the Company's strategic planning. The Committee met three times during the
year. The 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 entire Board of Directors of the Company met eight times during
1995.
During 1995, 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 M. Bruce Evans (an advisory director).
During 1995, 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:
Edward F. Keller, age 55, is Senior Vice President of the Company and
Vice Chairman of Liberty Tulsa. Prior to his employment with the Company,
Mr. Keller served as Chairman of Fourth National Bank, Tulsa, Oklahoma from
1982-1992 and as Chairman of Bank IV Oklahoma, N.A. from 1992 until January
31, 1996.
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. Mr. Nelson has been with the Company for 7 years.
William M. Bell, age 60, 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 30
years and has served as a director of Liberty Oklahoma City for 23 years.
Kenneth R. Brown, age 59, 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 38 years.
Mischa Gorkuscha, age 49, 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 for 19 years.
W. Jeffrey Pickryl, age 44, 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 for 12 years.
Stephen D. Plunk, age 45, is Senior Vice President of the Company and
Executive Vice President of Liberty Oklahoma City. Mr. Plunk 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. Mr. Plunk
has been with the Company for 11 years.
Douglas L. Ruhl, age 47, 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 for 8 years.
W. H. Thompson, Jr., age 61, is President of the Company and Chairman
and Chief Executive Officer of Liberty Tulsa. Mr. Thompson has been a
director of Liberty Tulsa since 1978, and is responsible for the Company's
human resources functions and its commercial banking and credit
administration activities. Mr. Thompson has been with the Company 6 years.
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 1995, 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 to file timely reports required by
Section 16(a) of the Securities Exchange Act of 1934, during the most
recent fiscal year or prior fiscal years.
A. P. Martin, an advisory director of the Company, became obligated
during 1993 to file two reports (individually and in his capacity as co-
trustee of a family trust) in connection with the acquisition by such
family trust of shares of the Company's Common Stock. Also during 1993,
Mr. Martin became obligated to file one additional report relating to two
transactions.
W. H. (Rik) Helmerich, IV, an advisory director of the Company,
inadvertently failed to file at the time he became an advisory director in
1994 five reports reflecting holdings of the Company's Common Stock by five
family trusts of which Mr. Helmerich is trustee or co-trustee. During
1995, Mr. Helmerich became obligated to file one report relating to one
transaction by one of such trusts.
Walter H. Helmerich, III, a director of the Company, became obligated
during 1995 to file one report covering one transaction in connection with
the disposition of stock from a trust in which Mr. Helmerich served as
trustee.
The above obligations were not discovered until 1996, at which time
appropriate reports were filed.
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. In 1995, the Plan was amended to
increase the number of shares authorized for options under the Plan to
705,000 shares. The Board of Directors proposes that the shareholders
approve another amendment to the Plan to increase the number of shares
reserved for issuance from 705,000 shares to 730,000 shares (the
"Amendment"). The Board of Directors has recommended the Amendment so that
an option may be granted under the Plan to Mr. Edward F. Keller in
connection with his employment in February, 1996 as a new executive officer
of the Company.
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
$37.00. Options covering 705,000 shares have been granted under the Plan
and options covering 624,838 shares are currently outstanding. Information
about options previously granted to certain executive officers under the
Plan is included on pages 14 through 16 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 non-incentive 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 non-incentive 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.
In connection with his initial employment in February, 1996, Mr.
Keller was granted an option for 25,000 shares, subject to approval of this
Amendment to the Plan. If this Amendment is not approved, such option will
not be effective.
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, 1993, 1994 and
1995:
EXECUTIVE COMPENSATION AND OTHER INFORMATION
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION
Annual Compensation(1) Long Term Compensation
Restricted All
Stock Other
Name and Principal Year Salary Bonus Awards(2) Options(#)
Compensation(3)
Position
Charles E. Nelson 1995 $369,000 $138,320 $ 5,414 60,000 $322,604
Chairman, Chief Executive Officer 1994 $369,000 $ 95,250 $ 5,715 -0- $ 30,031
and Director of the Company and Chairman, 1993 $358,000 $ 84,975 $24,813 -0- $ 37,505
President and Chief Executive Officer of
Liberty Oklahoma City
W. H. Thompson, Jr. 1995 $243,000 $ 88,525 $ 2,750 36,000 $257,028
President and Director of the Company and 1994 $243,000 $ 63,775 $ 2,551 -0- $ 64,336
Chairman and Chief Executive Officer of 1993 $237,000 $ 61,285 $17,987 -0- $ 81,507
Liberty Tulsa
William M. Bell 1995 $190,728 $ 61,646 $ 422 17,000 $111,151
Senior Vice President-Trust of the 1994 $190,728 $ 44,033 $ 880 -0- $ 24,902
Company and Vice Chairman of Liberty 1993 $188,284 $ 44,033 $13,492 -0- $ 27,443
Oklahoma City
Kenneth R. Brown 1995 $155,796 $ 61,646 $ 1,408 17,000 $ 55,051
Senior Vice President-Investments and 1994 $155,796 $ 44,033 $ 175 -0- $ 22,456
Secretary of the Company and Executive 1993 $152,400 $ 44,033 $12,505 -0- $ 24,735
Vice President, Secretary and Cashier
of Liberty Oklahoma City
Mischa Gorkuscha 1995 $151,260 $ 61,646 $ 2,342 17,000 $ 25,474
Senior Vice President and Chief Financial 1994 $151,260 $ 44,033 $ 968 -0- $ 21,933
Officer of the Company, Chairman of 1993 $146,676 $ 44,033 $12,681 -0- $ 21,878
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 vested on January 18,
1996. Awards for 1995 were made on December 20, 1995 and vest on December
20, 1996. The number of shares included in the awards for 1995, 1994, and
1993 for each officer are as follows: Mr. Nelson --145, 192, and 918; Mr.
Thompson -- 74, 85, and 665; Mr. Bell -- 11, 29, and 499; Mr. Brown -- 37,
5, and 463; and Mr. Gorkuscha -- 63, 32, and 469. 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, 1995, 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 -- 1,008 shares, $37,548; Mr. Thompson -- 641 shares, $23,877;
Mr. Bell -- 278 shares, $10,356; Mr. Brown -- 322 shares, $11,995; and Mr.
Gorkuscha -- 392 shares, $14,602.
(3) Amounts represent Company contributions pursuant to the Company's
Profit Sharing, Salary Deferral and Employee Stock Ownership Plan and
Supplemental Executive Retirement Plan.
Option Exercises and Holdings
The following table contains information concerning the grant of stock
options during the year ended December 31, 1995 under the Company's 1990
Stock Option Plan, as amended, to the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<S> <C> <C> <C> <C> <C>
Individual Grants
% of Total
Options
Granted to
Options Employees Exercise or
Granted(1) in Fiscal Base Price Expiration Grant Date
Name (#) Year ($/Sh) Date(2) Present Value(3)
Charles E. Nelson 60,000 33.3% $34.75 7/19/2005 $693,000
W. H. Thompson, Jr. 36,000 20.0% $34.75 7/19/2005 $415,800
William M. Bell 17,000 9.4% $34.75 7/19/2005 $196,350
Kenneth R. Brown 17,000 9.4% $34.75 7/19/2005 $196,350
Mischa Gorkuscha 17,000 9.4% $34.75 7/19/2005 $196,350
</TABLE>
(1) All options granted to the named executive officers were granted under
the Company's 1990 Stock Option Plan, as amended, and were granted with an
exercise price equal to 100% of the market price for the Common Stock on
the date of the grant. The options became exercisable at specified rates
determined at the date of the grant, and to the extent not previously
exercisable, in the event of a change in control as defined in the Plan.
The Options expire if not exercised within 10 years of the date of the
grant.
(2) Options were granted on July 19, 1995 becoming exercisable at the rate
of 20% per year beginning July 19, 1996.
(3) Grant date present value is based on standard application of Black-
Scholes option pricing model. The actual value, if any, realized will
depend on the excess of the stock price over the exercise price on the date
the option is exercised. There is no assurance that the value realized
will be at or near the value estimated by the Black-Scholes model. The
estimated values under that model are based on arbitrary assumptions as to
variables such as interest rates and stock price volatility.
Option Exercises and Holdings
The following table provides information, with respect to the named
executive officers, concerning the exercise of options during the Company's
last fiscal year and unexercised options held as of the end of the last
fiscal year:
<TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
<S> <C> <C> <C> <C> <C> <C>
Shares Number of Unexercised Value of Unexercised In-
the-
Acquired Options at FY-End (#) Money Options at FY-End
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable(1)
Unexercisable(1)
Charles E. Nelson 5,867 $145,795 96,219 87,000 $2,183,942 $545,550
W. H. Thompson, Jr. 3,300 $ 72,930 54,300 52,800 $1,227,457 $349,308
William M. Bell 953 $ 23,682 40,647 28,400 $ 920,646 $205,742
Kenneth R. Brown 7,050 $157,455 32,050 28,400 $ 707,011 $205,742
Mischa Gorkuscha 5,495 $119,711 35,605 28,400 $ 795,352 $205,742
</TABLE>
(1) Market value of underlying shares of Common Stock at year-end ($37.25
per share), minus the exercise price.
Supplemental Executive Retirement Plan
The Company has a Supplemental Executive Retirement Plan ("SERP") for
the benefit of certain executive officers of the Company to supplement the
benefits otherwise available to such officers under the Company's Profit
Sharing, Salary Deferral and Employee Stock Ownership Plan ("Retirement
Plan"). The SERP has been developed to provide additional retirement
benefits to senior executives due to limitations on the amount which the
Company may contribute to the Retirement Plan and because benefits under
the Retirement Plan are dependent upon market fluctuations of the
investments in the Retirement Plan, which consist largely of Common Stock
of the Company. The SERP is designed to provide benefits not dependent on
the Company's Common Stock value and with a guaranteed minimum benefit if
the Retirement Plan benefit does not reach such minimum benefit level.
The benefit under the SERP is equal to the vested percentage of the
accumulated contributions made by the Company to the trust established
under the Plan (adjusted for any investment income, gains or losses) with a
guaranteed minimum benefit. The minimum benefit under the SERP is equal to
the actuarial equivalence of a lifetime annual payment equal to a specified
percentage of the executive's final earnings, at normal retirement, defined
as the higher of (i) total cash compensation for the last year or (ii)
average total cash compensation for the last three years. The minimum
benefit is reduced to the extent the executive's service is terminated
prior to normal retirement, pro rata based on the length of service of the
executive from inception of employment to the termination of service date.
The specified minimum percentage benefit is generally 60% and the normal
retirement age is 65 (except for Mr. Nelson whose normal retirement age for
purposes of the SERP is 62).
The Company makes annual contributions to a trust established under
the SERP at a rate of 7% of each participating executive's salary (less the
amount of any discretionary profit sharing contributions under the
Retirement Plan) or, if greater, an amount equal to the amount necessary to
fund the minimum benefit at the executive's normal retirement date.
Amounts contributed by the Company are held by Liberty Oklahoma City, as
trustee, and will be invested by the trustee in such investments as the
trustee determines, with any income or appreciation earned thereon inuring
ultimately to the benefit of a participating executive. Benefits under the
SERP vest at the rate of 20% a year over five years commencing on January
1, 1993, or in the event of a change in control (defined generally in the
same manner as in the Severance Compensation Plan). The benefit is payable
in a lump sum immediately following termination of service and in the case
of the minimum benefit, the amount payable is offset by the amount payable
to the executive under the Retirement Plan.
The precise amount payable under the SERP to participating executive
officers is not determinable because it is dependent upon the amounts
contributed to the trust under the SERP as well as the value of the
executive's benefits under the Retirement Plan at the time of termination
of service.
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, 1991, and ended December 31,
1995. The line graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on January 1, 1991, and that
any dividends were reinvested.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG LIBERTY BANCORP, INC., CRSP INDEX FOR NASDAQ STOCK MARKET (US Companies)
AND CRSP INDEX FOR NASDAQ BANK STOCKS
<S> <C> <C> <C>
Nasdaq
Measurement Period LIBERTY BANCORP US NASDAQ
Fiscal Year Covered Inc. Companies Bank Stocks
Measurement Pt-12/31/90 $100.0 $100.0 $100.0
FYE 12/31/91 180.0 160.6 164.1
FYE 12/31/92 403.3 186.9 238.9
FYE 12/31/93 376.9 214.5 272.4
FYE 12/30/94 398.2 209.7 271.4
FYE 12/29/95 524.3 296.3 404.4
</TABLE>
Compensation Committee Interlocks and Insider Participation
The Human Resources and Compensation Committee of the Board of
Directors is currently composed of William G. Paul (Chairman), Charles W.
Flint, III, James L. Hall, Jr., David L. Kyle, V. Lee Powell and Robert E.
Torray. Martin E. Fate, Jr. (deceased advisory director) served on the
Committee during the year. The members of the Human Resources and
Compensation Committee are not, and have never been, officers or employees
of the Company or its subsidiaries.
James L. Hall, Jr. and William G. Paul, Directors of the Company and
members of the Human Resources and Compensation Committee, are members 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
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.
Annual Incentive Compensation
Annual incentive compensation was accrued in 1995, 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 1995, 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 45% of salary, up from a maximum bonus percentage of 35%
in 1994. 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 38.2% of salary for 1995.
Bonuses under the Bonus Plan were paid in cash up to 35% of salary and
any amount in excess of 35% was paid in restricted stock with a one year
vesting period.
Equity Incentives
The Company's 1990 Stock Option Plan, as amended, ("Plan"), and the
restricted stock payout provision of the Bonus Plan comprise the bases of
the Company's long-term incentive plans for executive officers. The
specific objectives 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. In 1995, the Plan was modified to increase the
number of shares by an additional 180,000 shares bringing the total for the
Plan to 705,000. Since options had not been granted under the Plan since
1992, the Committee authorized the granting of options for all of the newly
authorized shares in 1995.
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 46.01% of total Retirement Plan assets allocated to
employees (based on market value at December 31, 1995). The market value
of the shares of the Company Common Stock in the Retirement Plan had
allocated to employee accounts was $20,514,674 at December 31, 1995,
compared to $793,149 at December 31, 1987.
Supplemental Executive Retirement Plan
The Company adopted a Supplemental Executive Retirement Plan ("SERP")
in 1993 for purposes of providing retirement benefits to certain executive
officers to supplement the benefits otherwise available from other Company
sponsored retirement plans. In 1995, based on an analysis done by
consultants to the Company, the SERP was amended to increase the benefit to
a level considered more competitive with comparable plans maintained by
other companies in the Company's peer group. In summary, the amendments
provided for (i) an increase in the minimum retirement benefit from 30% of
final earnings to 45% to 60% of final annual earnings; (ii) the inclusion
of bonuses in the definition of earnings for purposes of benefit
computation; and (iii) to provide for the earning of the benefit pro rata
based on years of service with the Company rather than from inception of
the SERP.
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
1995 was $369,000 which reflects no change since his last increase in 1993.
Mr. Nelson's bonus for 1995 under the Bonus Plan was $143,734, of which
$138,320 was paid in cash and the balance in restricted stock. Mr.
Nelson's bonus was based primarily on the achievement of the Company
performance objectives and, to a lesser extent, on his individual
performance objectives which was reviewed and graded by the Human
Resources and Compensation Committee. Mr. Nelson's bonus in 1995
increased 42.36% over 1994 due to the Company's performance
achievement and increase in the maximum percentage bonus under the Bonus
Plan from 35% to 45%.
Mr. Nelson was granted additional stock options in 1995 covering
60,000 shares. The number of shares was determined based on the
Committee's subjective judgment.
Mr. William G. Paul, Chairman
Mr. Charles W. Flint, III.
Mr. James L. Hall, Jr.
Mr. David L. Kyle
Mr. V. Lee Powell
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 certain executive officers of the
Company, including all of the named executives. The plan was amended in
1995, to extend its life and include cash bonuses paid, if any, in the
calculation of the severance payment amount, to eliminate an offset for
payments under the SERP, to establish certain procedural rules for
determination of Company benefits includable as "golden parachute" payments
for purposes of the Internal Revenue Code and to modify certain change in
control definitions. 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 as (i) the date of 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 of
consummation of a merger or consolidation of the Company with or into
another corporation or the sale of 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 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 1995. Except as described below,
such loans made during 1995, 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,
1995, was $129,787.90 and the amount outstanding at December 31, 1995, was
$124,639.57, 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 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 and its subsidiaries to examine and report on its financial
statements for 1996. 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.
PROPOSALS OF SHAREHOLDERS
The Board of Directors will consider properly presented 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 they meet the
following requirements. Under the Company's bylaws, a notice of the intent
of a shareholder to bring any matter before a meeting shall be made in
writing and received by the Secretary of the Company not more than 150 days
and not less than 90 days in advance of the annual meeting or, in the event
of a special meeting of shareholders, such notice shall be received by the
Secretary of the Company not later than the close of the fifteenth day
following the day on which notice of the meeting is first mailed to
shareholders. Every such notice by a shareholder shall set forth: (a)
the name and address of the shareholder who intends to bring up any matter;
(b) a representation that the shareholder is a registered holder of the
Company's voting stock and intends to appear in person or by proxy at the
meeting to bring up the matter specified in the notice; and (c) with
respect to notice of an intent to bring up any such matter, a description
of the matter, and any material interest of the shareholder in the matter.
For a shareholder proposal to be included in the Company's Proxy Statement
relating to the 1997 Annual Shareholders' Meeting, a written proposal
complying with the requirements established by the Securities and Exchange
Commission and the above requirements must be received by the Secretary of
the Company, located at 100 North Broadway, Oklahoma City, Oklahoma 73102,
no later than January 15, 1997.
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 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, 1996 at the Annual Meeting
of Stockholders to be held on April 17, 1996 or any reconvention
thereof.
1.FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for the nominees
listed below (INSTRUCTION: To withhold authority to vote for any
individual nominee, strike through the nominee's name in the list
below)
Thomas G. Donnell, William F. Fisher, Jr., Walter H. Helmerich,
III,
Joseph S. Jankowsky, John E. Kirkpatrick, Robert E. Torray and
John S. Zink.
2.FOR ______ AGAINST ______
Amending the Liberty Bancorp, Inc. 1990 Stock Option Plan to
increase the number of shares available for award from 705,000 to
730,000 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:______________________________, 1996
_______________________________________________
(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.
