As filed with the Securities and Exchange Commission on January 30, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
LIBERTY BANCORP, INC.
(Name of registrant as specified in its charter)
Oklahoma 100 North Broadway 73-1218204
(State or jurisdiction of Oklahoma City, OK 73102 (I.R.S. Employer
incorporation or organization) (405) 231-6000 Identification No.)
(Address, including zip
code, and telephone number,
including area code, of
registrant's principal execu-
tive offices)
-----------------------
1990 STOCK OPTION PLAN OF LIBERTY BANCORP, INC.
(Full title of the plan)
Kenneth R. Brown
100 North Broadway
Oklahoma City, OK 73102
(405) 231-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
J. Bradford Hammond, Esq.
Crowe & Dunlevy, A Professional Corporation
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3133
(918) 592-9800
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================
| | | |
| | Proposed | Proposed |
| | Maximum | Maximum |
Title of Securities | Amount to | Offering Price | Aggregate | Amount of
to be Registered | be Registered | Per Share(1) | Offering Price(1) | Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par | | | |
value $0.01 per | | | |
share | 205,000 | $35.02 | $7,179,000 | $2,176
<FN>
===================================================================================================
(1) The proposed maximum aggregate offering price of the 205,000 shares being registered
hereby has been calculated based on the weighted average exercise price of the outstanding
options relating to such shares of $35.02 per share.
===================================================================================================
</TABLE>
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-48170) relating to the 1990 Stock Option Plan of Liberty Bancorp, Inc.
(the "Plan") are incorporated herein by reference. During 1995 and 1996, the
Plan was amended to increase the number of shares authorized for issuance
pursuant to options under the Plan from 525,000 shares to 730,000 shares,
resulting in an increase of 205,000 shares. This Registration Statement has
been filed in accordance with General Instruction E to Form S-8 for the purpose
of registering the offer and sale of such 205,000 additional shares of Common
Stock that may be issued or sold by the Registrant in connection with the Plan.
For a list of exhibits filed as part of this Registration Statement, see
the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oklahoma City, State of Oklahoma on January 30, 1997.
LIBERTY BANCORP, INC.
By: /s/ KENNETH R. BROWN
---------------------
Kenneth R. Brown
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Position Date
---- -------- ----
Charles E. Nelson* Chairman, Chief Executive January 30, 1997
- ----------------------- Officer and Director
Charles E. Nelson (Principal Executive Officer)
Mischa Gorkuscha* Senior Vice President and January 30, 1997
- --------------------- Chief Financial Officer
Mischa Gorkuscha (Principal Financial Officer)
Rodney L. Lee* Senior Vice President and January 30, 1997
- ------------------- Controller (Principal
Rodney L. Lee Accounting Officer)
W. H. Thompson, Jr.* President and Director January 30, 1997
- ------------------------
W. H. Thompson, Jr.
Edward F. Keller* Senior Vice President and January 30, 1997
- --------------------- Director
Edward F. Keller
Donald L. Brawner* Director January 30, 1997
- ----------------------
Donald L. Brawner
Thomas G. Donnell* Director January 30, 1997
- ----------------------
Thomas G. Donnell
Robert S. Ellis* Director January 30, 1997
- ---------------------
Robert S. Ellis, M.D.
William F. Fisher, Jr.* Director January 30, 1997
- ----------------------------
William F. Fisher, Jr.
C. W. Flint, III* Director January 30, 1997
- -----------------------
C. W. Flint, III
James L. Hall, Jr.* Director January 30, 1997
- -------------------------
James L. Hall, Jr.
Raymond H. Hefner, Jr.* Director January 30, 1997
- ----------------------------
Raymond H. Hefner, Jr.
Walter H. Helmrich, III Director January 39, 1997
- ---------------------------
Walter H. Helmrich, III
Joseph S. Jankowsky * Director January 30, 1997
- -------------------------
Joseph S. Jankowsky
John E. Kirkpatrick* Director January 30, 1997
- ------------------------
John E. Kirkpatrick
Judy Z. Kishner* Director January 30, 1997
- --------------------
Judy Z. Kishner
Edward C. Lawson, Jr.* Director January 30, 1997
- --------------------------
Edward C. Lawson, Jr.
Herb Mee, Jr.* Director January 30, 1997
- ------------------
Herb Mee, Jr.
William G. Paul* Director January 30, 1997
- --------------------
William G. Paul
V. Lee Powell* Director January 30, 1997
- ------------------
V. Lee Powell
Jon R. Stuart* Director January 30, 1997
- ------------------
Jon R. Stuart
Clifton L. Taulbert* Director January 30, 1997
- ------------------------
Clifton L. Taulbert
J. Otis Winters* Director January 30, 1997
- --------------------
J. Otis Winters
John S. Zink* Director January 30, 1997
- -----------------
John S. Zink
*By: /s/ Kenneth R. Brown
--------------------
Kenneth R. Brown
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation, on legality
of securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Crowe & Dunlevy, A Professional Corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
January 30, 1997
Liberty Bancorp, Inc.
100 North Broadway
Oklahoma City, OK 73102
Re: Liberty Bancorp, Inc. - Registration Statement on Form S-8
Relating to 205,000 Additional Shares of Common Stock in
Connection with the 1990 Stock Option Plan of Liberty
Bancorp, Inc.
Ladies and Gentlemen:
During 1995 and 1996, the Board of Directors of Liberty Bancorp, Inc.
(the "Company") authorized and the shareholders of the Company approved
amendments to the Company's 1990 Stock Option Plan (the "Plan") to increase
the number of shares of common stock, $.01 par value per share ("Common
Stock"), of the Company issuable pursuant to the Plan by an aggregate of
205,000 shares (the "Additional Shares") for a total of 730,000 shares.
You have requested our advice with respect to the legality of the
Additional Shares issuable upon exercise of options granted pursuant to the
Plan.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the
opinions hereinafter set forth. We have assumed the accuracy and completeness
of such documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the 205,000 Additional Shares that may be issued pursuant to
options granted under the Plan will, upon payment therefor and delivery thereof
in accordance with the Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the above-
captioned Registration Statement and to the reference to this firm in the
Registration Statement and the related Prospectuses under the heading "Legal
Matters."
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ Michael M. Stewart
----------------------
Michael M. Stewart
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8, relating to the 1990
Stock Option Plan of Liberty Bancorp, Inc., and in the related Prospectuses, of
our report dated January 19, 1996, included in the Annual Report on Form 10-K
of Liberty Bancorp, Inc. for the year ended December 31, 1995 (as amended by
Form 10-K/A filed June 28, 1996), and to all references to our Firm included in
this Registration Statement and related Prospectuses.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Oklahoma City, Oklahoma
January 17, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-______) and in the related Prospectuses pertaining to the
1990 Stock Option Plan of Liberty Bancorp, Inc. of our report dated January 18,
1995 with respect to the consolidated financial statements of Liberty Mortgage
Company (not presented separately therein) included in the Annual Report (Form
10-K) of Liberty Bancorp, Inc. for the year ended December 31, 1995 (as amended
by Form 10-K/A filed June 28, 1996), filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Oklahoma City, Oklahoma
January 17, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Charles E. Nelson Chairman, Chief Executive Officer
---------------------- and Director (Principal Executive
Charles E. Nelson Officer)
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Mischa Gorkuscha Senior Vice President and Chief
-------------------- Financial Officer (Principal
Mischa Gorkuscha Financial Officer)
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Rodney L. Lee Senior Vice President and
------------------ Controller(Principal Accounting
Rodney L. Lee Officer)
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ W. H. Thompson, Jr. President and Director
-------------------------
W. H. Thompson, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Edward F. Keller Senior Vice President and
--------------------- Director
Edward F. Keller
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 20th day of January, 1997.
Signature Title
--------- -----
/s/Donald L. Brawner Director
---------------------
Donald L. Brawner
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Thomas G. Donnell Director
---------------------
Thomas G. Donnell
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 22nd day of January, 1997.
Signature Title
--------- -----
/s/ Robert S. Ellis Director
-------------------
Robert S. Ellis, M.D.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ William F. Fisher, Jr. Director
---------------------------
William F. Fisher, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ C. W. Flint, III Director
----------------------
C. W. Flint, III
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ James L. Hall, Jr. Director
-----------------------
James L. Hall, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Raymond H. Hefner, Jr. Director
--------------------------
Raymond H. Hefner, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Walter H. Helmrich, III Director
----------------------------
Walter H. Helmrich, III
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Joseph S. Jankowsky Director
------------------------
Joseph S. Jankowsky
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ John E. Kirkpatrick Director
------------------------
John E. Kirkpatrick
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Judy Z. Kishner Director
--------------------
Judy Z. Kishner
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Edward C. Lawson, Jr. Director
--------------------------
Edward C. Lawson, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Herb Mee, Jr. Director
-----------------
Herb Mee, Jr.
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ William G. Paul Director
--------------------
William G. Paul
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ V. Lee Powell Director
------------------
V. Lee Powell
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Jon R. Stuart Director
------------------
Jon R. Stuart
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ Clifton L. Taulbert Director
------------------------
Clifton L. Taulbert
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ J. Otis Winters Director
-------------------
J. Otis Winters
POWER OF ATTORNEY
The person whose signature appears below hereby appoints Mischa Gorkuscha
and Kenneth R. Brown, and both of them, with full power to act alone, as
attorney-in-fact to execute and file in the name of and on behalf of Liberty
Bancorp, Inc. ("Corporation"), and the person whose signature appears below,
both individually and in the capacities indicated, the Corporation's
Registration Statement on Form S-8 in connection with the up to 205,000
additional shares of Common Stock that may be issued pursuant to options
granted under this 1990 Stock Option Plan of the Corporation, and any and all
amendments thereto.
Dated this 15th day of January, 1997.
Signature Title
--------- -----
/s/ John S. Zink Director
-----------------
John S. Zink
