Filed Pursuant to Rule 424(b)(3)
SEC File No. 33-48170
PROSPECTUS 333-20737
LIBERTY BANCORP, INC.
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COMMON STOCK
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This Prospectus relates to up to 569,022 shares of Common Stock, $.01 par
value per share ("Common Stock"), of Liberty Bancorp, Inc. (the "Company")
which may be offered and sold from time to time by certain persons named herein
(the "Selling Stockholders"). Each of the Selling Stockholders is an executive
officer of the Company and may be considered an "affiliate" of the Company as
that term is defined in Rule 405 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). The shares being offered hereby have been
issued or are issuable upon the exercise of options to purchase Common Stock
granted to the Selling Stockholders under the Company's 1990 Stock Option Plan.
The inclusion of shares in this Prospectus does not necessarily indicate any
current intent of any Selling Stockholder to sell such shares when and if
acquired from the Company.
The distribution of the shares by the Selling Stockholders may be
effected, if at all, from time to time in one or more transactions in the over-
the counter market, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. No part of the proceeds of such distribution
will be received by the Company. In connection with such transactions, the
Selling Stockholders may employ brokers who will receive commissions for sales
made by them or may sell the shares directly to a dealer who may receive a
mark-up in connection with any sales of shares acquired by such dealer.
The Common Stock of the Company is traded on the NASDAQ National Market
System under the symbol "LBNA".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January 30, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by the Company may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission, except
that copies of the exhibits may not be available at certain of the Regional
Offices: Chicago Regional Office, Citicorp Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office,
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material may also be obtained by mail at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Judiciary Plaza, Washington, D.C. 20549 or through the site maintained by the
Commission on the worldwide web at "www.sec.gov.". The Common Stock of the
Company is traded on the NASDAQ National Market System, and reports, proxy
statements and other information may also be inspected at the public reference
facility maintained by the National Associates of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, DC 20006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act, with respect to
the securities included in this Prospectus. This Prospectus, which constitutes
a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement and the exhibits thereto, to which
reference is hereby made. Any interested party may inspect the Registration
Statement, and the exhibits thereto, without charge, at the public reference
facilities of the Commission and may obtain copies of all or any portion of the
Registration Statement from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
5. The Company's Current Report on Form 8-K dated as of
December 28, 1996.
6. The description of the Company's Common Stock contained in the
Form 8-B dated May 26, 1992.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and deemed to be a part hereof
from the date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Requests should be made to Human Resources Department,
Liberty Bancorp, Inc., 100 North Broadway, Oklahoma City, Oklahoma 73102. The
Company's telephone number at that location is (405) 231-6000.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 4
Selling Stockholders 4
Legal Matters 6
Experts 6
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No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities covered by this
Prospectus in any jurisdiction to any person to whom it is unlawful to make any
offer or solicitation. The delivery of this Prospectus at any time does not
imply that the information contained or incorporated by reference herein is
correct as of any time subsequent to the date hereof or subsequent to the
respective dates of the documents incorporated by reference herein.
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THE COMPANY
Liberty Bancorp, Inc. (the "Company") is a bank holding company
headquartered in Oklahoma. The principal subsidiaries of the Company are
Liberty Bank and Trust Company of Oklahoma City, N.A. ("Liberty Oklahoma City")
and Liberty Bank and Trust Company of Tulsa, N.A. ("Liberty Tulsa"). Through
these subsidiaries, the Company has 32 banking offices in the Oklahoma City and
Tulsa metropolitan areas. The Company's principal executive offices are
located at 100 North Broadway, Oklahoma City, Oklahoma 73102, and its telephone
number at that location is (405) 231-6000.
In December 1996, the Company and Banc One Corporation ("Banc One")
entered into a Merger Agreement providing for the merger (the "Merger") of the
Company into Banc One Oklahoma, a wholly-owned subsidiary of Banc One.
Pursuant to the Merger, each share of Common Stock of the Company would be
converted into 1.175 shares of common stock, no par value, of Banc One. The
Merger is subject, among other things, to customary conditions, the approval of
the holders of a majority of the outstanding Common Stock of the Company and
various regulatory approvals. The Merger is described in greater detail in the
Company's Current Report on Form 8-K and exhibits thereto incorporated herein
by reference, and this summary is qualified in its entirety by reference to
such documents.
SELLING STOCKHOLDERS
The following table sets forth with respect to each Selling Stockholder
his name and position with the Company or its subsidiaries and information
concerning his beneficial ownership of shares of Common Stock of the Company as
of January 1, 1997. All shares proposed to be offered by the persons listed
below are shares which such persons have acquired or have the right to acquire
pursuant to stock options granted under the Company's 1990 Stock Option Plan.
Shares proposed to be offered may or may not ultimately be sold by any Selling
Stockholder.
Shares Shares Shares Percentage
Owned Proposed Owned Owned
Name of Before to be After After
Selling Stockholder Offering(1) Offered Offering(1) Offering(1)
------------------- ----------- ------- ----------- -----------
Charles E. Nelson(2) 190,615 168,179 22,436 *
W. H. Thompson, Jr.(3) 112,398 104,900 7,498 *
William M. Bell(4) 74,576 67,638 6,938 *
Kenneth R. Brown(5) 71,453 51,500 19,953 *
Mischa Gorkuscha(6) 72,985 63,005 9,980 *
Edward F. Keller(7) 25,500 25,000 500 *
W. Jeffrey Pickryl(8) 36,349 33,000 3,349 *
Stephen D. Plunk(9) 45,767 19,800 25,967 *
Douglas L. Ruhl(10) 39,693 36,000 3,693 *
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(1) Calculated without regard to shares of Common Stock issuable upon
exercise of outstanding options, except that shares issuable upon the exercise
of outstanding options granted to a Selling Stockholder are considered to be
outstanding solely for the purpose of calculating the number of shares and the
percentage of Common Stock owned by such Selling Stockholder. Beneficial
ownership information with respect to shares held by the Company's Profit
Sharing, Salary Deferral and Employee Stock Ownership Plan and Trust Agreement
("Profit Sharing Plan") for the respective accounts of the Selling Stockholders
is as of September 30, 1996. Percentage ownership of less than one percent is
reflected by asterisk.
(2) Mr. Nelson is Chairman and Chief Executive Officer and a director of
the Company and Chairman, President and Chief Executive Officer of Liberty
Oklahoma City. The shares indicated as beneficially owned by Mr. Nelson
include 168,179 shares which Mr. Nelson may acquire pursuant to options granted
under the Company's 1990 Stock Option Plan and 3,560 shares held for Mr.
Nelson's account by the Profit Sharing Plan over which shares Mr. Nelson has
sole voting power.
(3) Mr. Thompson is President and a director of the Company and is Chairman
and Chief Executive Officer of Liberty Tulsa. The shares indicated as
beneficially owned by Mr. Thompson include 104,900 shares which Mr. Thompson
may acquire pursuant to options granted under the Company's 1990 Stock Option
Plan and 2,398 shares held for Mr. Thompson's account by the Profit Sharing
Plan over which Mr. Thompson has sole voting power.
(4) Mr. Bell is Senior Vice President of the Company and Vice Chairman of
Liberty Oklahoma City. The shares indicated as beneficially owned by Mr. Bell
include 67,638 shares which Mr. Bell may acquire pursuant to options granted
under the Company's 1990 Stock Option Plan and 3,337 shares held for Mr. Bell's
account by the Profit Sharing Plan over which Mr. Bell has sole voting power.
(5) Mr. Brown is Senior Vice President and Secretary of the Company
responsible for the investments and the capital markets activities of the
Company and is Executive Vice President of Liberty Oklahoma City. The shares
indicated as beneficially owned by Mr. Brown include 51,500 shares which Mr.
Brown may acquire pursuant to options granted under the Company's 1990 Stock
Option Plan and 3,685 shares held for Mr. Brown's account by the Profit Sharing
Plan over which Mr. Brown has sole voting power.
(6) Mr. Gorkuscha 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. The shares
indicated as beneficially owned by Mr. Gorkuscha include 63,005 shares which
Mr. Gorkuscha may acquire pursuant to options granted under the Company's 1990
Stock Option Plan and 6,505 shares held for Mr. Gorkuscha's account by the
Profit Sharing Plan over which Mr. Gorkuscha has sole voting power.
(7) Mr. Keller is Senior Vice President and a director of the Company and
Vice Chairman of Liberty Tulsa. The shares indicated as beneficially owned by
Mr. Keller include 25,000 shares which Mr. Keller may acquire pursuant to
options granted under the Company's 1990 Stock Option Plan.
(8) Mr. Pickryl is Senior Vice President and Chief Credit Officer of the
Company and President of Liberty Tulsa. The shares indicated as beneficially
owned by Mr. Pickryl include 33,000 shares which Mr. Pickryl may acquire
pursuant to options granted under the Company's 1990 Stock Option Plan and
3,112 shares held for Mr. Pickryl's account by the Profit Sharing Plan over
which Mr. Pickryl has sole voting power.
(9) Mr. Plunk is Senior Vice President of the Company responsible for
operations and data processing activities and special assets operations and is
Executive Vice President of Liberty Oklahoma City. The shares indicated as
beneficially owned by Mr. Plunk include 19,800 shares which Mr. Plunk may
acquire pursuant to options granted under the Company's 1990 Stock Option Plan
and 6,772 shares held for Mr. Plunk's account by the Profit Sharing Plan over
which Mr. Plunk has sole voting power.
(10) Mr. Ruhl is Senior Vice President of the Company and responsible for
retail banking and is Executive Vice President of Liberty Oklahoma City. The
shares indicated as beneficially owned by Mr. Ruhl include 36,000 shares which
Mr. Ruhl may acquire pursuant to options granted under the Company's 1990 Stock
Option Plan and 3,493 shares held for Mr. Ruhl's account by the Profit Sharing
Plan over which Mr. Ruhl has sole voting power.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby
have been passed on by Crowe & Dunlevy, A Professional Corporation, 1800 Mid-
America Tower, 20 North Broadway, Oklahoma City, Oklahoma 73102. Such firm
beneficially owns approximately 0.3% of the Company's outstanding Common Stock
and may acquire additional shares from time to time. Members and associates of
such firm also may own shares of the Company's Common Stock from time to time.
James L. Hall, Jr., and William G. Paul, each a member of such firm, are
directors of the Company.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 (as
amended by Form10-K/A filed June 28, 1996), which is incorporated herein by
reference, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto and have been
incorporated by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
Any future financial statements hereafter incorporated by reference will
be incorporated in reliance upon the reports of those firms examining such
statements given upon the authority of such firms as experts in accounting and
auditing to the extent that those firms have audited those financial
statements and consented to the use of their reports thereon.
