SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended: December 31, 1996
-----------------
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
----------------- ----------------
Commission file Number 0-12709
LIBERTY BANCORP, INC.
(Exact Name of Registrant as specified in its charter)
Oklahoma 73-1218204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Broadway
Oklahoma City, OK 73102
(Address of principal executive offices)
(Zip Code)
(405) 231-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the regis-
trant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No .
------------------ ----------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
or Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]
As of March 1, 1997, Registrant had 9,578,440 shares of Common Stock
outstanding.
As of March 1, 1997, the aggregate market value of the Registrant's Common
Stock held by nonaffiliates, was approximately $259.3 million.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this Form is incorporated by reference
from Registrant's Definitive Proxy Statement for its 1996 Annual Meeting of
Shareholders.
LIBERTY BANCORP, INC.
AMENDMENT NO. 2
TO
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996
The undersigned registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 as set forth below and in the pages
attached hereto.
Part IV, Item 14 - "Exhibits, Financial Statement Schedules, and Reports
of Form 8-K" is amended to add as Exhibit 99.1 the attached copy of the Annual
Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan for the fiscal year ended December 31, 1995,
which is filed as an exhibit hereto pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934. Item 14, as amended, is set forth in full
below.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following documents are filed as part of this report:
(a) Financial Statements and Schedules
1. Financial Statements
2. Financial Statements Schedules. All schedules have been omitted
because they are not applicable or not required.
(b) Reports on Form 8-K
Registrant filed a form 8-K dated December 28, 1996 reporting under item
5 a proposed acquisition of registrant by Banc One Corporation. No
financial statements were filed.
(c) Exhibits. The following Exhibits (unless incorporated by reference to
another report) are included in a separate volume filed with this report
and are identified by the numbers indicated. References to Liberty are
to Liberty National Corporation, File No. 0-4547.
Exhibit
No. Description
2.0 Merger Agreement dated December 28, 1996 among Liberty Bancorp, Inc.,
Banc One Oklahoma Corporation, and Banc One Corporation (incorporated by
reference to Exhibit 2 of Registrant's Form 8-K dated December 28, 1996)
3.1 Certificate of Incorporation of Liberty Bancorp, Inc. (incorporated by
reference to Exhibit 3.1 to Registrant's Form 8-B dated May 26, 1992)
3.2 By-laws of Liberty Bancorp, Inc., as amended (incorporated by reference
to Exhibit 3.2 of Registrant's Form 10-K for the year ended December 31,
1995)
10.1* Liberty Bancorp, Inc., 1990 Stock Option Plan, as amended (incorporated
by reference to Exhibit 10.1 to Registrant's Form 8-B dated May 26, 1992)
10.2* Copy of documents relating to Liberty Bancorp, Inc. Executive Mortgage
Assistance Plan (incorporated by reference to Exhibit 10.21 to Amendment
No. 1 to Liberty's Registration Statement on Form S-14, Registration No.
2-87751)
10.3 Documents relating to Liberty Tulsa lease (incorporated by reference to
Exhibit 10.3 to Registrant's Form 10-K for the year ended December 31,
1995)
10.4* Option to Purchase Common Stock between Registrant and Frank X. Henke,
III (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to
Registrant's Registration Statement on Form S-1, Registration No.
33-17239)
10.5* Management Incentive Bonus Plan (incorporated by reference to Exhibit
10.8 to Registrant's Form 10-K for the year ended December 31, 1992)
10.6* Supplemental Executive Retirement Plan and Trust, as amended incorporated
by reference to Exhibit 10.6 to Registrant's Form 10-K for the year ended
December 31, 1995)
10.7* Executive Severance Plan, as amended (incorporated by reference to
exhibit 10.7 to Registrant's Form 10-K for the year ended December 31,
1995)
22 Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
25 Powers of Attorney
99 Option Agreement dated December 31, 1996 between Banc One Corporation and
Liberty Bancorp, Inc. (incorporated by reference to Exhibit 99 to
Registrant's Form 8-K dated December 28, 1996)
99.1 Annual Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing,
Salary Deferral and Employee Stock Ownership Plan for the Year Ended
December 31, 1995
* Designated management contract of compensatory plan or arrangement
- -------------------------------------------------------------------------------
Liberty Bancorp, Inc. will furnish to any shareholder a copy of any of the
above exhibits upon the payment of $.25 per page. Any request should be sent
to Corporate Secretary, Liberty Bancorp, Inc., P.O. Box 25848, Oklahoma City,
Oklahoma 73125.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
Liberty Bancorp, Inc.
(Registrant)
/s/Mischa Gorkuscha
- --------------------------
By Mischa Gorkuscha, Senior Vice President and Chief Financial Officer
Date: June 30, 1997
EXHIBIT INDEX
Exhibit
No. Description
2.0 Merger Agreement dated December 28, 1996 among Liberty Bancorp, Inc.,
Banc One Oklahoma Corporation, and Banc One Corporation (incorporated by
reference to Exhibit 2 of Registrant's Form 8-K dated December 28, 1996)
3.1 Certificate of Incorporation of Liberty Bancorp, Inc. (incorporated by
reference to Exhibit 3.1 to Registrant's Form 8-B dated May 26, 1992)
3.2 By-laws of Liberty Bancorp, Inc., as amended (incorporated by reference
to Exhibit 3.2 of Registrant's Form 10-K for the year ended December 31,
1995)
10.1* Liberty Bancorp, Inc., 1990 Stock Option Plan, as amended (incorporated
by reference to Exhibit 10.1 to Registrant's Form 8-B dated May 26, 1992)
10.2* Copy of documents relating to Liberty Bancorp, Inc. Executive Mortgage
Assistance Plan (incorporated by reference to Exhibit 10.21 to Amendment
No. 1 to Liberty's Registration Statement on Form S-14, Registration No.
2-87751)
10.3 Documents relating to Liberty Tulsa lease (incorporated by reference to
Exhibit 10.3 to Registrant's Form 10-K for the year ended December 31,
1995)
10.4* Option to Purchase Common Stock between Registrant and Frank X. Henke,
III (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to
Registrant's Registration Statement on Form S-1, Registration No.
33-17239)
10.5* Management Incentive Bonus Plan (incorporated by reference to Exhibit
10.8 to Registrant's Form 10-K for the year ended December 31, 1992)
10.6* Supplemental Executive Retirement Plan and Trust, as amended incorporated
by reference to Exhibit 10.6 to Registrant's Form 10-K for the year ended
December 31, 1995)
10.7* Executive Severance Plan, as amended (incorporated by reference to
exhibit 10.7 to Registrant's Form 10-K for the year ended December 31,
1995)
22 Subsidiaries of Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
25 Powers of Attorney
99 Option Agreement dated December 31, 1996 between Banc One Corporation and
Liberty Bancorp, Inc. (incorporated by reference to Exhibit 99 to
Registrant's Form 8-K dated December 28, 1996)
99.1 Annual Report on Form 11-K of Liberty Bancorp, Inc. Profit Sharing,
Salary Deferral and Employee Stock Ownership Plan for the Year Ended
December 31, 1995
* Designated management contract of compensatory plan or arrangement
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period from to .
-------------- -----------------
Commission File No. 0-12709
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
LIBERTY BANCORP, INC. PROFIT SHARING,
SALARY DEFERRAL AND EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
LIBERTY BANCORP, INC.
100 North Broadway
Oklahoma City, OK 73102
1. Financial Statements. The following financial statements are
filed as part of this report and included after the signature page hereof:
Report of Independent Public Accountants;
Statement of Net Assets Available for Plan Benefits;
Statement of Changes in Net Assets Available for Plan Benefits; and
Notes to Financial Statements.
2. Exhibit. The following exhibit is filed with this Report:
Exhibit No. Description
---------- -----------
23.1 Consent of Arthur Andersen LLP relating to the
Liberty Bancorp, Inc. Profit Sharing, Salary
Deferral and Employee Stock Ownership Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Administration Committee has duly caused this Annual Report
to be signed by the undersigned, thereunto duly authorized.
LIBERTY BANCORP, INC. PROFIT SHARING,
SALARY DEFERRAL AND EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ Daniel L Shelton
Daniel L. Shelton
Chairman, Employee Benefits
Administration Committee
Date: June 30, 1997
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY
DEFERRAL AND EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FINANCIAL STATEMENTS
Report of Independent Public Accountants
Statements of Net Assets Available for Plan Benefits as of December 31,
1996 and 1995
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1996
Notes to Financial Statements
SUPPLEMENTAL SCHEDULES
I. - Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996
II. - Line 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1996
All other schedules required by the Employee Retirement Income Security Act
of 1974 and the regulations promulgated by the Department of Labor have
been omitted since they are not applicable.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefit Administration Committee, and Liberty Bancorp, Inc.
Profit Sharing, Salary Deferral and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Liberty Bancorp, Inc. Profit Sharing, Salary Deferral
and Employee Stock Ownership Plan (the "Plan") as of December 31, 1996 and
1995, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1996. These financial statements
and supplemental schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Liberty Bancorp, Inc. Profit Sharing, Salary Deferral and Employee Stock
Ownership Plan as of December 31, 1996 and 1995, and the changes in its net
assets available for plan benefits for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the index to financial statements are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund information in
the statements of net assets available for plan benefits and the statement
of changes in net assets available for plan benefits is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Oklahoma City, Oklahoma,
June 19, 1997
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Inter- Short Yield
mediate Liberty Liberty Zero Aggres- Average Managed and
Growth Maturity Money Employer Employee Coupon sive Maturity Maturity Value Unallo-
Equity Income Market Stock Stock Bond Loan Equity Income Income Balanced Equity cated
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Common stock
of Liberty
Bancorp, Inc. $ - $ - $ - $24,660 $3,940 $ - $ - $ - $ - $- $ - $ - $3,129 $31,729
Pooled invest-
ment funds-
Equity 7,320 - - - - - - 4,815 - - 950 1,612 - 14,697
Fixed income - 2,354 - - - - - - 1,044 871 597 - - 4,866
Short-term
investments 44 26 2,840 88 27 - 28 46 17 7 21 17 - 3,161
U.S. Treasury
securities - 358 - - - 2,303 - - - - - - - 2,661
Loans to
participants - - - - - - 2,240 - - - - - - 2,240
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total
investments 7,364 2,738 2,840 24,748 3,967 2,303 2,268 4,861 1,061 878 1,568 1,629 3,129 59,354
Due from broker 120 150 - - - - - - 14 87 - - - 371
Interest
and other
receivables - 5 13 - - - - - - - - - - 18
Contributions
receivable - - - 850 - - - - - - - - - 850
Cash and cash
equivalents 19 5 6 - 9 - - 21 2 3 7 5 1 78
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total assets _7,503 _2,898 _2,859 _25,598 _3,976 _2,303 _2,268 _4,882 _1,077 _968 _1,575 _1,634 _3,130 _60,671
LIABILITIES:
Notes payable - - - - - - - - - - - - 1,051 1,051
Due to brokers - - - - - - - 40 - - - 20 - 60
Other payables - - - 76 - - 28 - - - - - 8 112
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total
liabilities - - - 76 - - 28 40 - - - 20 1,059 1,223
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS $7,503 $2,898 $2,859 $25,522 $3,976 $2,303 $2,240 $4,842 $1,077 $968 $1,575 $1,614 $2,071 $59,448
a ====== ====== ====== ======= ====== ====== ====== ====== ====== ==== ====== ====== ====== =======
<FN>
The accompanying notes and supplementary schedules are an integral part of this financial statement.
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
Inter- Short Yield
mediate Liberty Liberty Zero Aggres- Average Managed and
Growth Maturity Money Employer Employee Coupon sive Maturity Maturity Value Unallo-
Equity Income Market Stock Stock Bond Loan Equity Income Income Balanced Equity cated
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Common stock
of Liberty
Bancorp, Inc. $ - $ - $ - $17,643 $2,776 $ - $ - $ - $ - $- $ - $ - $3,600 $24,019
Pooled invest-
ment funds-
Equity 6,168 - - - - - - 3,162 - - 638 1,170 - 11,138
Fixed income - 2,716 - - - - - - 1,004 916 404 - - 5,040
Short-term
investments 6 6 3,075 - 20 - 22 13 11 13 3 2 2 3,173
U.S. Treasury
securities - 368 - - - 2,751 - - - - - - - 3,119
Loans to
participants - - - - - - 1,710 - - - - - - 1,710
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total
investments 6,174 3,090 3,075 17,643 2,796 2,751 1,732 3,175 1,015 929 1,045 1,172 3,602 48,199
Due from
other funds - - - 1 - - - - - - 3 - - 4
Interest
and other
receivables - 7 15 - - - - - - - - - - 22
Cash and cash
equivalents 19 49 11 1 11 - - 20 25 9 47 5 - 197
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total assets 6,193 3,146 3,101 17,645 2,807 2,751 1,732 3,195 1,040 938 1,095 1,177 3,602 48,422
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
LIABILITIES:
Notes payable - - - - - - - - - - - - 1,555 1,555
Due to
other funds - - - - 1 - - 3 - - - - - 4
Due to brokers 35 - - - - - - 150 - - 1 72 - 258
Other payables - - - - - - 22 - - - - - - 22
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total
liabilities 35 - - - 1 - 22 153 - - 1 72 1,555 1,839
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS $6,158 $3,146 $3,101 $17,645 $2,806 $2,751 $1,710 $3,042 $1,040 $938 $1,094 $1,105 $2,047 $46,583
a ====== ====== ====== ======= ====== ====== ====== ====== ====== ==== ====== ====== ====== =======
<FN>
The accompanying notes and supplementary schedules are an integral part of this financial statement.
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Inter- Short Yield
mediate Liberty Liberty Zero Aggres- Average Managed and
Growth Maturity Money Employer Employee Coupon sive Maturity Maturity Value Unallo-
Equity Income Market Stock Stock Bond Loan Equity Income Income Balanced Equity cated
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employee
contributions
(Notes 1 and 5) $ 539 $ 148 $ 181 $ - $ 261 $ - $ - $ 554 $ 57 $ 93 $ 181 $ 136 $ - $ 2,150
Employer
contributions
(Notes 1 and 5) - - - 957 - - - - - - - - 624 1,581
Dividend income - - - 468 77 - - - - - - - 84 629
Interest income 1 24 152 2 2 102 147 2 - - 1 - - 433
Net unrealized
gain on
investments 1,055 73 - 6,147 987 27 - 876 53 27 155 179 780 10,359
Net realized gain
(loss)
on investments 28 6 - (18) (1) (102) - 3 2 3 1 2 - (76)
a ------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total additions 1,623 251 333 7,556 1,326 27 147 1,435 112 123 338 317 1,488 15,076
------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
DEDUCTIONS:
Distributions
to terminating
and withdrawing
participants 256 157 217 670 90 341 - 107 202 27 43 30 - 2,140
Less-
Forfeitures
(Note 1) - - - (55) (1) - - - - - - - - (56)
Interest expense
on notes payable
(Note 7) - - - - - - - - - - - - 127 127
------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Total deductions 256 157 217 934 174 341 - 107 202 27 43 30 127 2,211
------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
Net increase
(decrease)
in net assets 1,367 94 116 6,941 1,237 (314) 147 1,328 (90) 96 295 287 1,361 12,865
Net transfers
between funds (22) (342) (358) 936 (67) (134) 383 472 127 (66) 186 222 (1,337) -
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
beginning of year 6,158 3,146 3,101 17,645 2,806 2,751 1,710 3,042 1,040 938 1,094 1,105 2,047 46,583
------ ------ ------ ------- ------ ------ ------ ------ ------ ---- ------ ------ ------ -------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS,
end of year $7,503 $2,898 $2,859 $25,522 $3,976 $2,303 $2,240 $4,842 $1,077 $968 $1,575 $1,614 $2,071 $59,448
====== ====== ====== ======= ====== ====== ====== ====== ====== ==== ====== ====== ====== =======
<FN>
The accompanying notes and supplementary schedules are an integral part of this financial statement.
</TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. DESCRIPTION OF PLAN:
The Liberty Bancorp Inc. Profit Sharing, Salary Deferral and Employee Stock
Ownership Plan (the "Plan") is a defined contribution plan in which
eligible employees of Liberty Bancorp, Inc. ("Liberty") and its
subsidiaries (collectively referred to as the "Company") may participate.
Contributions are currently deposited with the Liberty Bank and Trust
Company of Oklahoma City, N.A. ("Liberty OKC"), a subsidiary of Liberty.
The Plan is administered by the Employee Benefit Administration Committee
which is appointed by the Board of Directors of the Company. All expenses
incurred in the administration of the Plan are paid by the Company;
however, the Company is not obligated to do so. All significant
administrative expenses incurred during 1996 were paid by the Company.
Employees may elect to defer a portion of their compensation for
contribution into the Plan. These elective deferrals may not exceed the
lesser of $9,500 annually or the maximum contribution percentage of a
participant's annual base salary as determined by the Employee Benefit
Administration Committee. Each participant must designate that their
contributions be invested in any one, or more, of several investment
options (see Note 2). Participants may change their investment options
each January 1, April 1, July 1 and October 1 upon prior written
notification to the Employee Benefit Administration Committee.
All Company contributions, both matching and profit sharing, are
discretionary and are allocated to participants semi-annually. Company
matching contributions, net of forfeitures, are allocated based upon
percentages of participants' elective deferrals and years of service.
Forfeitures under the Plan provisions are used to reduce Company
contributions in the current year. Company contributions greater than the
matching contributions (referred to as profit sharing contributions) are
allocated based upon each participant's total compensation. The Company
made a profit sharing contribution of $850,000 for 1996. All Company
contributions, other than those used to pay principal and interest on the
Plan's note payable (see Note 7), are invested in Liberty common stock
("Liberty Employer Stock Fund"). The earnings in each fund are allocated
semi-annually to participants with account balances in the funds in
accordance with Plan provisions. The participants' share of Company
contributions and related earnings vest at the rate of 20% for each year of
service (defined as 1,000 hours of service in any fiscal year) after two
years of service have been rendered. Vesting credit is given for hours of
service, as defined in the Plan. At the discretion of the participant,
vested benefits are payable in one of several methods upon termination of
employment or certain hardships.
The Plan may be discontinued by order or authority of the Board of
Directors of the Company. In the event of such discontinuance or other
termination of the Plan, each participant's account shall be 100% vested
and nonforfeitable.
Participants, on whose behalf employer contributions are made, are not
taxed on the amounts contributed by the employer or on any income earned
thereon until the receipt of a distribution pursuant to the terms of the
Plan. The taxation of income earned on Plan assets attributable to
participants' contributions to the Plan is also deferred until distribution
is made. The amount of income taxes applicable to the participants or
their beneficiaries upon distribution is dependent upon the timing and
method of distribution, as prescribed by the Internal Revenue Code. The
trust established under the Plan is qualified under the Internal Revenue
Code as exempt from Federal and State income taxes. The Plan has received
a favorable determination letter dated September 20, 1996, from the
Internal Revenue Service.
2. INVESTMENT OPTIONS:
The following investment options are available under the Plan:
Growth Equity Fund - consists primarily of investments in equity
securities designated by Liberty OKC, as trustee. At December 31, 1996 and
1995, there were 812 and 732 participants, respectively, in this fund.
Intermediate Maturity Income Fund - consists primarily of investments in
fixed income securities, principally corporate bond obligations, government
obligations and real estate mortgages designated by Liberty OKC, as
Trustee. At December 31, 1996 and 1995, there were 394 and 458
participants, respectively, in this fund.
Money Market Fund - consists of interest-bearing savings and money market
accounts, certificates of deposit and other short-term cash equivalent
investments designated by the Employee Benefit Administration Committee.
At December 31, 1996 and 1995, there were 416 and 484 participants,
respectively, in this fund.
Liberty Employer Stock Fund - consists primarily of investments in common
stock of Liberty. Short-term investments may also be made by Liberty OKC,
as Trustee. As of December 31, 1996 and 1995, there were 1,853 and 1,831
participants, respectively, in this fund.
Liberty Employee Stock Fund - consists primarily of investments in common
stock of Liberty. Short-term investments may also be made by Liberty OKC,
as Trustee. As of December 31, 1996 and 1995, there were 479 and 465
participants, respectively, in this fund.
Zero Coupon Bond Fund - consists of investments made by Liberty OKC, as
Trustee, in zero coupon bonds. This fund is composed of amounts
distributed from Liberty OKC's pension plan which was terminated August 1,
1984, and is not available for contributions. As of December 31, 1996 and
1995, there were 67 and 73 participants, respectively, in this fund.
Loan Fund - consists of loans to participants. Participants are allowed
to borrow up to one-half of their vested account balance subject to
limitations as set forth in the Plan. As of December 31, 1996 and 1995,
there were 363 and 327 participants, respectively, with loans against their
accounts.
Aggressive Equity Fund - consists primarily of investments in equity
securities designated by Liberty Bank and Trust Company of Tulsa, N.A.
("Liberty Tulsa"), as Trustee. The objective of the fund is to seek long-
term capital growth. As of December 31, 1996 and 1995, there were 722 and
579 participants, respectively, in this fund.
Short Average Maturity Income Fund - invests in a diversified portfolio of
high-quality cash equivalents, bonds and similar debt securities, (rated
"A" or better), with maturities of two years or less designated by Liberty
Tulsa, as Trustee. As of December 31, 1996 and 1995, there were 164 and
192 participants, respectively, in this fund.
Managed Maturity Income Fund - invests in a diversified portfolio of high-
quality bonds, (rated "A" or better), and similar debt securities
designated by Liberty Tulsa, as Trustee. As of December 31, 1996 and 1995,
there were 268 and 288 participants, respectively, in this fund.
Balanced Fund - invests in a diversified portfolio of the above described
funds, primarily equity and income funds. As of December 31, 1996 and
1995, there were 263 and 205 participants, respectively, in this fund.
Yield and Value Equity Fund - invests in a diversified portfolio of stocks
of large companies. As of December 31, 1996 and 1995, there were 255 and
181 participants, respectively, in this fund.
Unallocated Fund - was established in October 1988 to account for the
shares of Liberty common stock purchased in October 1988 and the related
note payable to Liberty (see Note 7).
The funds listed above are entirely participant directed, except for the
Liberty Employer Stock Fund and the Unallocated Fund. The Liberty Employer
Stock Fund consists primarily of common stock of Liberty. These
investments are participant directed and Company directed as follows:
Liberty Stock Fund
------------------------------------
(Dollars in Thousands)
Participant Company
Directed Directed
Common Common
Stock Stock Total
----------- ----------- ----------
1996
Market value $ 520 $ 24,140 $ 24,660
Shares 10,447 485,244 495,691
1995
Market value $ 745 $ 16,898 $ 17,643
Shares 19,919 452,417 472,336
The Unallocated Fund consists of shares of Liberty common stock held as
collateral for the related note payable to Liberty (See Note 7).
3. SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements have been prepared on the accrual
basis of accounting. Investments of the Plan are carried at market value.
Distributions to withdrawing participants are recorded at market value in
the accompanying statement of changes in net assets available for plan
benefits. Income earned by the Plan's investment in all funds, other than
the Liberty Employer and Employee Stock Funds and the Unallocated Fund is
included as a component of net unrealized gain (loss) on investments in the
accompanying statement of changes in net assets available for plan
benefits.
4. INVESTMENTS:
The Plan's investments are carried at market value. Purchases and sales of
securities are recorded on a trade-date basis. Investments that represent
five percent or more of the Plan's net assets are as follows:
Market Value
December 31,
----------------------
1996 1995
-------- --------
(Dollars in Thousands)
Common stock of Liberty Bancorp, Inc. $ 31,729 $ 24,014
Employee Benefit Growth Equity Fund 7,640 6,381
Employee Benefit Aggressive Equity Fund 5,127 3,375
Employee Benefit Intermediate Maturity
Income Fund 2,551 2,876
Short-term Investment Company 3,161 3,173
U.S. Treasury Securities 2,661 3,119
During 1996, the Plan's investments (including investments bought, sold and
held during the year) appreciated in value by approximately $10,283,000 as
follows:
Realized
(Depreciation) Unrealized
Appreciation Appreciation
------------ ------------
(Dollars in Thousands)
Common stock of Liberty Bancorp, Inc. $ (19) $ 7,914
Pooled investment funds:
Equity 34 2,244
Fixed 11 174
U.S. Treasury securities (102) 27
------- -------
Net change in market value $ (76) $10,359
======= =======
5. CONTRIBUTIONS:
Employer contributions and forfeitures during 1996 totaled approximately
$1,581,000 and $56,000, respectively. Employer contributions to the plan
are reduced by amounts forfeited by participants. Included in the
Company's contributions for 1996 were cash contributions of approximately
$624,000, made by Liberty to cover principal and interest expense on the
note payable to Liberty (see Note 7). These contributions, although not
mandated, were made at the direction of the Board of Directors of the
Company. The payment of principal and interest on the note reduced the
number of Liberty common stock shares held as collateral in the unallocated
fund. As a result, 38,543 shares of such stock, with an aggregate market
value of approximately $1,437,000 were allocated to the participants in
1996.
Employee contributions during 1996 totaled approximately $2,150,000.
Employee contributions include rollovers from employees' participation in
other plans at previous employers. Rollover contributions totaled
approximately $62,500 in 1996.
6. DISTRIBUTIONS TO PARTICIPANTS:
Terminating participants with vested benefits exceeding $3,500 may defer
distribution of their benefits until age seventy and one-half. Investments
relating to these participants remain in the Plan until they are
distributed. At December 31, 1996 and 1995, the net assets attributable to
the vested benefits of terminated participants of the Plan totaled
approximately $9,970,000 and $8,346,000, respectively.
7. NOTE PAYABLE TO LIBERTY BANCORP, INC.:
In October 1988, the Plan purchased 371,379 shares of Liberty common stock
at a cost of $12.40 per share or approximately $4,605,000. The Plan
borrowed approximately $4,105,000 from Liberty to purchase a portion of the
stock (331,056 shares) for funding of the Plan in future periods. The
remaining shares (40,323) were purchased with funds from the Liberty
Employer Stock Fund of the Plan. Under the terms of the loan agreement
between the Plan and Liberty, the note payable bears interest at 9% per
annum and is payable in 120 monthly installments of approximately $52,000
(including interest) with all unpaid principal and interest, if any, due on
October 31, 1998 and is secured by the shares of Liberty common stock which
have not been allocated to participant accounts. The estimated fair value
of the note payable approximates the carrying value.
Each year, as payments are made on the loan, shares of common stock become
unencumbered and are available for allocation to the participants. The
Company makes contributions to the Plan in amounts sufficient for the Plan
to make monthly principal and interest payments on the loan.
8. LOANS TO PARTICIPANTS:
Loan activity for the year ended December 31, 1996, was as follows (Dollars
in Thousands):
Balance at beginning of year $ 1,710
New loans 1,953
Principal repayments (1,423)
--------
Balance at end of year $ 2,240
========
The interest rates are calculated by adding two percent to the Company's
stated certificate of deposit rates that are in effect on the 25th day of
the month prior to the month in which the loans are dated. The range for
interest rates was 6.1% to 9.2% during 1996. Loan terms range from one to
five years. Interest applicable to these loans during 1996 was
approximately $147,000.
9. SUBSEQUENT EVENT:
Effective June 1, 1997, Liberty merged with BancOne Corporation
("BancOne"). In connection with the merger, each share of Liberty common
stock was exchanged for 1.175 shares of BancOne common stock. Management
expects the Plan to remain in existence until it is merged into the similar
BancOne plan(s).
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Description of investment including
Identity of issuer, maturity date,rate of interest, Current
(a)* (b) borrower,lessor or similar party (c) collateral,par or maturity value (d)Cost (e) Value
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK:
* Liberty Bancorp, Inc. Common Stock - 637,776 shares $13,218 $31,729
a ------- -------
POOLED INVESTMENT FUNDS - EQUITY:
* Employee Benefit Growth Equity Fund Commingled Equity Funds - 7,955 shares 4,252 7,640
* Employee Benefit Aggressive Equity Fund Commingled Equity Funds - 36,906 shares 3,370 5,127
* Employee Benefit Yield and Value Equity Fund Commingled Equity Funds - 124,547 shares 1,432 1,930
------- -------
9,054 14,697
------- -------
POOLED INVESTMENT FUNDS - FIXED INCOME:
* Employee Benefit Intermediate Maturity
Income Fund Commingled Fixed Funds - 30,592 shares 2,011 2,551
* Employee Benefit Short Average Maturity
Income Fund Commingled Fixed Funds - 52,906 shares 963 1,106
* Employee Benefit Managed Maturity
Income Fund Commingled Fixed Funds - 39,041 shares 1,029 1,209
------- -------
4,003 4,866
------- -------
SHORT TERM INVESTMENTS:
Short Term Investments Company Prime Portfolio Money Market Investments -
3,161,000 shares 3,161 3,161
------- -------
U.S. TREASURY SECURITIES:
United States Treasury Treasury Notes - 75,000 shares, 6.5% due 5/15/97 75 75
United States Treasury Treasury Notes - 75,000 shares, 5.25% due 7/31/98 71 74
United States Treasury Treasury Notes - 75,000 shares, 6.75% due 6/30/99 75 76
United States Treasury Treasury Notes - 75,000 shares, 7.75% due 2/15/01 78 79
United States Treasury Treasury Notes - 50,000 shares, 7.25% due 5/15/04 50 53
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/97 $ 63 $ 251
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/98 22 92
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/99 63 160
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/00 76 365
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/01 50 252
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/02 14 74
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/03 25 141
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/04 11 64
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/05 69 413
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/06 4 28
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/07 28 181
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/08 3 18
United States Treasury Zero Coupon Bonds - U.S. Treasury Backed due 2/15/09 39 265
------- -------
816 2,661
------- -------
LOANS TO PARTICIPANTS:
* Various Plan Participants Liberty loans payable monthly - interest rates
ranging from 6.1% to 9.2% 2,240 2,240
------- -------
Total assets held for investment
purposes $32,492 $59,354
======= =======
<FN>
* Party-in-interest
</TABLE>
<TABLE>
LIBERTY BANCORP, INC. PROFIT SHARING, SALARY DEFERRAL
AND EMPLOYEE STOCK OWNERSHIP PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Expenses Current
Incurred in Value
Description Connection Cost of Asset on
Identity of Party of Purchase Selling Lease with of Transaction Net Gain
(a) Involved (b) Asset (c) Price (d)Price (e)Rental (f)Transaction (g)Asset (h) Date (i)or(Loss)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases:
Short-term Investments Short-term $ 7,023 $ - $ - $ - $ - $ 7,023 $ -
Company Prime Money Market
Portfolio Investments
Sales:
Short-term Investments Short-term - 7,038 - - 7,038 7,038 -
Company Prime Money Market
Portfolio Investments
</TABLE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 19, 1997 included in this Form 11-K for the Liberty
Bancorp, Inc. Profit Sharing, Salary Deferral and Employee Stock Ownership Plan
for the fiscal year ended December 31, 1996 into the Company's previously filed
Form S-8 Registration Statement No. 33-28760.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 30, 1997
