<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BANCFIRST CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
BANCFIRST CORPORATION
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 25, 1995
To the Shareholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of BancFirst
Corporation will be held at the BancFirst Building, Suite 200, 101 North
Broadway (the corner of Main Street and Broadway), Oklahoma City, Oklahoma,
on May 25, 1995 at 9:00 a.m. for the following purposes:
1. To consider and vote on a proposal to elect directors to serve until
the next Annual Meeting and until their successors are elected and
have qualified;
2. To consider and vote on the matter of ratifying Price Waterhouse as
independent auditor of BancFirst Corporation for 1995.
3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors of BancFirst Corporation has fixed the close of business
on April 21, 1995, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. Your vote is important
regardless of the number of shares you own. Each shareholder, even though he or
she now plans to attend the Annual Meeting, is requested to sign, date and
return the enclosed Proxy without delay in the enclosed postage-paid envelope.
You may revoke your Proxy at any time prior to its exercise. Any shareholder
present at the Annual Meeting or at any adjournments or postponements thereof
may revoke his or her Proxy and vote personally on each matter brought before
the Annual Meeting.
By Order of the Board of Directors
Randy P. Foraker
Senior Vice President and Controller
Secretary/Treasurer
Oklahoma City, Oklahoma
May 4, 1995
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN
THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
BANCFIRST CORPORATION
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 25, 1995
This Proxy Statement is being furnished to the stockholders of BancFirst
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of such corporation for use at its Annual Meeting of
Shareholders to be held May 25, 1995, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated May 4,
1995. This Proxy Statement and the accompanying form of proxy are first being
mailed to shareholders of the Company on or about May 4, 1995. THE SOLICITATION
OF THE ACCOMPANYING PROXY IS MADE BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
The cost of soliciting proxies will be borne by BancFirst Corporation,
including expenses in connection with the preparation, printing and mailing of
this Proxy Statement and all proxy soliciting material which now accompany or
may hereafter supplement it. The solicitation will be made by mail; however,
proxies also may be solicited by personal interview, telephone and telegram by
directors, officers or employees of BancFirst Corporation. BancFirst
Corporation will also supply brokers or persons holding stock in their names or
in the names of their nominees with the number of proxies, proxy material
and annual reports as they may require for mailing to beneficial owners, and
will reimburse them for their reasonable expenses in connection therewith.
The date of this Proxy Statement is May 4, 1995.
<PAGE>
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 21, 1995 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
meeting or any adjournment thereof. On the record date, there were outstanding
and entitled to vote 6,212,064 shares of BancFirst Corporation's Common Stock.
Each share of Common Stock is entitled to one vote. There is no cumulative
voting with respect to the election of directors.
Under the provisions of the Oklahoma General Corporation Act and the
Company's By-laws, a majority of the shares of Common Stock, present in person
or represented by proxy, shall constitute a quorum for purposes of the Annual
Meeting. In all matters, including the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter shall be the act of
the shareholders. For purposes of determining whether a proposal has received a
majority vote, abstentions will be included in the vote total, with the result
that an abstention will have the same effect as a negative vote. For purposes
of determining whether a proposal has received a majority vote, in instances
where brokers are prohibited from exercising discretionary authority for
beneficial holders of Common Stock who have not returned a proxy (so-called
"broker non-votes"), those shares will not be included in the vote totals and,
therefore, will have no effect on the outcome of the vote.
Common shares represented by properly executed proxies, unless previously
revoked, will be voted at the Annual Meeting of Shareholders in accordance with
the instructions thereon. If no direction is indicated, such shares will be
voted for approval of the matters submitted, and, in connection with any other
business that properly may come before such special meeting, such shares shall
be voted according to the discretion of the persons named as proxies.
Any holder of the Common Stock of BancFirst Corporation who executes a proxy
has the continuing right to revoke the proxy at any time before it has been
voted. Such right may be exercised by (i) delivering written notice of
revocation, bearing a later date than the proxy card, to the corporate secretary
of the Company; (ii) by delivering to such corporate secretary a duly executed
proxy bearing a later date; or (iii) by attending the Annual Meeting and voting
in person. Any holder of the Common Stock of BancFirst Corporation may appear
at the Annual Meeting, irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 21, 1994 with respect
to any person who is known by the Company to be the beneficial owner of more
than 5% of BancFirst Corporation's Common Stock which is the Company's only
voting securities.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
--------------------------- ---------- ---------
<S> <C> <C>
David E. Rainbolt 3,102,194(1) 49.94%
P.O. Box 26788
Oklahoma City, OK 73126
BancFirst Corporation Employee
Stock Ownership and Thrift Plan
(the "ESOP") 509,400(2) 8.20%
c/o BancTrust, 808 South Main
Stillwater, OK 74074
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
<FN>
(1) Includes 3,023,829 shares held by R. Banking Limited Partnership, a family
partnership of which David E. Rainbolt is the general partner; 9,302 shares
held in trust for David E. Rainbolt's children; 7,766 shares held by the
ESOP; and 30,000 shares subject to currently exercisable options.
(2) All of the shares owned by the ESOP are allocated to the participant
accounts, and the participants direct the trustee as to the voting of such
shares.
</TABLE>
Because of his position with BancFirst Corporation and his equity ownership
therein, Mr. Rainbolt may be deemed to be a "parent" of BancFirst Corporation
for purposes of the Securities Act of 1933.
As of April 21, 1995, the directors and executive officers of BancFirst
Corporation as a group (14 persons including David E. Rainbolt), beneficially
owned 3,624,117 shares of BancFirst Corporation's Common Stock (58.34%). It is
the intent of the directors and executive officers to vote these shares for the
proposals set forth elsewhere in this Proxy Statement.
ELECTION OF DIRECTORS
At the meeting, the shareholders will elect seven (7) directors to serve
until the next annual meeting and until their respective successors have been
duly elected and qualified. Those individuals currently holding a position as
director have also been nominated to serve for the ensuing year.
All nominees have indicated their willingness to serve for their respective
terms, but if any nominee is unable or should decline to serve as a director at
the date of the annual meeting, it is the intent of the persons named in the
proxy to vote for such other person or persons in accordance with the
recommendations of the Board of Directors.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
DIRECTOR/OFFICER
NAME AGE SINCE POSITION
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
H. E. Rainbolt 66 1984 Chairman of the Board
David E. Rainbolt 39 1984 Director, President and Chief Executive Officer
J. Ralph McCalmont 59 1984 Vice Chairman of the Board
Leslie E. Greathouse 56 1984 Director
John T. Hannah 73 1986 Director
J. R. Hutchens, Jr. 67 1984 Director
Melvin Moran 64 1984 Director
Dennis L. Brand 47 1992 Regional Executive and President BancFirst Shawnee
George A. Cannon 50 1984 Regional Executive
E. Wayne Cardwell 54 1986 Regional Executive
Roy C. Ferguson 48 1992 Regional Executive
D. B. Green 49 1995 Regional Executive and President BancFirst Marlow
Robert A. Gregory 59 1989 Regional Executive and President BancFirst Oklahoma City
Randy Foraker 39 1987 Senior Vice President and Controller; Secretary/Treasurer
</TABLE>
3
<PAGE>
H. E. RAINBOLT has been Chairman of the Company since July 1984 and its
President and Chief Executive Officer from July 1984 to December 1991. He was
Chairman of The Federal National Bank & Trust Company of Shawnee, Oklahoma
from January 1967 to April 1989 and served that bank as Chief Executive Officer
from January 1967 to February 1982. He was Chairman of Federal National
Bancshares, Inc. from December 1980 until 1985 when it was merged into United
Community Corporation (which changed its name to BancFirst Corporation in 1988).
H. E. Rainbolt is the father of David Rainbolt.
DAVID E. RAINBOLT has been Director of the Company since July 1984. He has
been President of the Company since January 1992 and was Executive Vice
President and Chief Financial Officer of the Company from July 1984 to December
1991. He was President of Trencor, Inc. from January 1982 to January 1984.
J. RALPH MCCALMONT has been Vice Chairman of the Company since July 1984. He
was Chairman of The First National Bank, Guthrie, Oklahoma from February 1974 to
April 1989.
LESLIE E. GREATHOUSE was Vice Chairman of the Company from July 1984 until
his retirement in March 1995. He served The Federal National Bank & Trust
Company of Shawnee, Oklahoma as a Director from April 1968 to April 1989 and as
President from June 1973 to February 1982.
JOHN T. HANNAH has been Director of the Company since October 1986. He
served as Chairman of the Board of City Bank, Muskogee, Oklahoma, from July 1973
to April 1989.
J. R. HUTCHENS, JR. has been Director of the Company since August 1984. He
has been President and principal owner of Hutchens Oil Company since 1949.
MELVIN MORAN has been Director of the Company since August 1984. He was
Vice President of Moran Pipe and Supply Company, Inc. from 1955 to 1981. From
1977 to 1982 he was Vice President and then President of Moran Oil, Inc.
Since 1982 he has been managing partner of Moran-K Oil. Since 1980 he has also
been a managing partner of Moran Oil Enterprises.
DENNIS L. BRAND is currently a Regional Executive of BancFirst and is also
President of BancFirst Shawnee. Prior to May 1992 (for at least three years
prior thereto) he was Executive Vice President of Retail Banking of Bank of
Oklahoma, N.A.
GEORGE A. CANNON is currently a Regional Executive of BancFirst and was
Executive Vice President of BancFirst from August 1984 to April 1989. He was
Senior Vice President of Thunderbird Financial Corporation from April 1982 to
August 1984. From June 1967 to April 1982, Mr. Cannon was a field office
supervisor with the FDIC.
E. WAYNE CARDWELL is currently a Regional Executive of BancFirst. He was CEO
of City Bank, Muskogee, Oklahoma from December 1986 to April 1989. Prior to 1986
he was President of City Bank.
ROY C. FERGUSON is currently a Regional Executive of BancFirst and was
President of BancFirst Tulsa from 1992 to 1994. He was Executive Vice President
of Liberty Bank & Trust Company N.A. of Tulsa, Oklahoma from 1983 to May
1992.
D. B. GREEN is currently a Regional Executive of BancFirst and is also
President of BancFirst Marlow. He was President of State National Bank of
Marlow, Oklahoma for at least the past five years.
ROBERT A. GREGORY is currently a Regional Executive of BancFirst and is also
President of BancFirst Oklahoma City. He was Executive Vice President of Liberty
National Bank & Trust Company of Oklahoma City from 1979 to March 1989.
RANDY P. FORAKER has been Senior Vice President and Controller, and
Secretary/Treasurer of the Company since January 1987. Prior to 1987, he was
an audit manager with Price Waterhouse.
4
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met nine times during 1994. No director attended
fewer than 75% of all meetings of the Board of Directors and committees on which
they served.
The Board of Directors has standing an Audit Committee, an Executive
Committee, and a Compensation Committee.
The Audit Committee of BancFirst Corporation also serves as the Audit
Committee of BancFirst. The Audit Committee is responsible for conducting an
annual examination of the Company and for ensuring that adequate internal
controls and procedures are maintained. An independent auditor is engaged to
conduct the annual examination and the Audit Committee meets with the
independent auditor to discuss the scope and results of the examination.
Also, the Internal Auditor of BancFirst reports to the Audit Committee. During
1994, the Audit Committee was composed of Melvin Moran (Chairman), John T.
Hannah and J. R. Hutchens, Jr., and met four times.
The Executive Committee of BancFirst Corporation is also the Executive
Committee of BancFirst, the Company's subsidiary bank. The Executive Committee
has the authority to exercise all the powers of the Board of Directors during
the intervals between meetings, except the power to amend the bylaws, and has
been delegated the authority by the Board of Directors to determine compensation
with respect to all executive officers of the Company other than the officers
comprising the Executive Committee itself, for which officers compensation is
determined by the Compensation Committee. A report of the Executive Committee
with respect to executive compensation is presented under "Compensation of
Directors and Executive Officers--Report of the Compensation Committee and
the Executive Committee on Executive Compensation." The Executive Committee
advises and assists the officers of the Company in all matters concerning
the management of its business. In addition, the Executive Committee serves
as the Discount Committee of BancFirst and approves certain loans pursuant to
the Company's Loan Policy. During 1994, the Executive Committee was composed
of H. E. Rainbolt (Chairman), David E. Rainbolt, Leslie E. Greathouse and
J. Ralph McCalmont, and met approximately 45 times.
The Compensation Committee of BancFirst Corporation was established to review
the propriety of executive officer compensation, including the various
incentive, stock option and other benefit plans adopted by the Board of
Directors, with respect to executive officers who are members of the Executive
Committee. During 1994, the Compensation Committee was composed of H. E.
Rainbolt (Chairman), John T. Hannah, J. R. Hutchens, Jr. and Melvin Moran. The
Compensation Committee met once during 1994 to review the compensation of the
members of the Executive Committee, although it operated on an informal basis
throughout the year through discussions and actions at regular Board meetings
and through conversations with management and the other directors. A report
from the Compensation Committee and the Executive Committee is presented under
"Compensation of Directors and Executive Officers--Report of the Compensation
Committee and the Executive Committee on Executive Compensation."
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 1994, 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.
A Form 4 "Statement of Changes in Beneficial Ownership" for Randy Foraker,
Senior Vice President and Controller; Secretary/Treasurer, was filed four days
late during 1994. The form reported two transactions.
5
<PAGE>
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Price Waterhouse as
auditors to make an examination of the consolidated financial statements of
BancFirst Corporation for the year ending December 31, 1995. This firm has
audited the consolidated financial statements of BancFirst Corporation since
1985.
BancFirst Corporation has been informed that Price Waterhouse will have
representatives at the Annual Meeting who will have an opportunity to make
statements if they desire to do so and who will be available to respond to
appropriate questions.
The Board of Directors recommends you vote FOR the ratification of the
selection of Price Waterhouse as independent auditors for the ensuing year.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to annual
and other compensation paid or awarded to the Company's chief executive
officer and its four most highly compensated executive officers other than
the chief executive officer, for or with respect to the fiscal years ended
December 31, 1994, 1993 and 1992, except that information in the "All Other
Compensation" column is provided for fiscal year 1994 and 1993 only, in
accordance with Securities and Exchange Commission rules.
<TABLE>
<CAPTION>
FISCAL ANNUAL COMPENSATION ALL OTHER
---------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- - ----------------------------------------------------- ------- --------- ------- -------------
<S> <C> <C> <C> <C>
David E. Rainbolt, President, Chief Executive Officer 1994 $108,000 $20,520 $ 7,649(3)
1993 103,000 20,600 9,277(3)
1992 100,000 95,000(1) 33,139(4)
H. E. Rainbolt, Chairman of the Board 1994 200,000 38,000 23,414(2)
1993 241,693 48,000 29,995(2)
1992 241,275 48,338 30,128(2)
Leslie E. Greathouse, Vice Chairman 1994 125,000 28,500 8,853(3)
1993 125,000 25,000 10,883(3)
1992 130,370 25,000 11,245(3)
J. Ralph McCalmont, Vice Chairman 1994 150,000 30,000 8,928(3)
1993 150,000 30,000 12,607(3)
1992 150,000 30,000 12,464(3)
Robert A. Gregory, Regional Executive 1994 130,000 26,000 8,928(3)
and President, BancFirst Olahoma City 1993 125,000 27,500 9,581(3)
1992 115,000 24,000 6,255(3)
<FN>
(1) Includes a special bonus of $75,000 for negotiating the purchase and
retirement of the Company's Floating Rate Preferred Stock.
(2) Consists of contributions by the Company to the ESOP for the benefit of
the executive officer of $8,928, $15,123 and $14,663 for 1994, 1993
and 1992, respectively, and the excess value of premiums paid by the
Company on a split-dollar life insurance policy of $14,486, $14,872 and
$15,465 for 1994, 1993 and 1992, respectively.
(3) Consists of contributions by the Company to the ESOP for the benefit
of the named executive officer.
(4) Consists of a $13,139 contribution by the Company to the ESOP for the
benefit of the named executive officer and $20,000 for the purchase
of a life insurance policy owned by such executive officer.
</TABLE>
6
<PAGE>
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan held by the named executive
officers on December 31, 1994. No options were granted to these executive
officers for 1994. Also, during 1994, none of the named executive officers
exercised any options, nor were any outstanding options repriced by the
Company. For the purposes of this table, the "value" of an option is the
difference between the market value at December 31, 1994 of the shares of
Common Stock subject to the option and the aggregate exercise price of such
option.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1994 DECEMBER 31, 1994 (1)
----------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------------------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
David E. Rainbolt, President and
Chief Executive Officer 23,125 6,875 $189,531 $56,719
H. E. Rainbolt, Chairman of the Board 23,125 6,875 189,531 56,719
Leslie E. Greathouse, Vice Chairman 20,625 6,875 170,156 56,719
J. Ralph McCalmont, Vice Chairman 23,125 6,875 189,531 56,719
Robert A. Gregory, Regional Executive
and President BancFirst Oklahoma City 7,500 12,500 61,875 103,125
<FN>
(1) Based on the December 31, 1994 closing price of $14.75.
</TABLE>
COMPENSATION OF DIRECTORS
All directors receive a fee of $250 per regular quarterly meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the Compensation Committee shared responsibility with the
Executive Committee for the development and implementation of the Company's
executive compensation policies. The Executive Committee has responsibility
for determining the compensation of all executive officers other than the
members of the Executive Committee itself, the compensation for whom is
determined by the Compensation Committee. During 1994, the Executive
Committee was composed of H. E. Rainbolt, David E. Rainbolt, J. Ralph
McCalmont and Leslie E. Greathouse, all of whom are executive officers of the
Company. During such period, the Compensation Committee was composed of John
T. Hannah, J. R. Hutchens, Jr. and Melvin Moran, all of whom are not and have
never been officers or employees of the Company or its subsidiaries, and
H. E. Rainbolt, Chairman of the Board of the Company.
BancFirst provides item processing and correspondent services to certain
financial institutions controlled by R. Banking Limited Partnership. At
December 31, 1994, balances due these institutions totaled $224,000. Service
charges to these institutions for 1994 totaled $131,000.
The Company purchases supplies and services from certain companies owned
by Pickard Limited Partnership, a family partnership of which David E.
Rainbolt (director and Chief Executive Officer of the Company) is the general
partner, and H. E. Rainbolt (Chairman) is a limited partner. During 1994,
the Company purchased supplies, furniture and equipment totaling $179,000.
The Company also sold credit life and credit accident and health insurance
policies for one of these companies. The Company retained a 40% commission
for such sales, which is the maximum amount permitted by law, and remitted
net premiums totaling $564,000 for 1994.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE AND THE EXECUTIVE COMMITTEE ON
EXECUTIVE COMPENSATION
The report of the Compensation Committee and the Executive Committee of
the Board of Directors appearing below and the information herein under
"Company Performance" shall not be deemed "soliciting material" or to be
"filed" with the SEC or subject to the SEC's proxy rules, except for the
required disclosure herein, or to the liabilities of Section 18 of the
Exchange Act, and such information shall not be deemed to be incorporated by
reference into any filing made by the Company under the Securities Act of
1933 or the Exchange Act.
TO OUR SHAREHOLDERS:
During 1994 the Compensation Committee of the Board of Directors has been
comprised of H. E. Rainbolt (Chairman), John T. Hannah, J. R. Hutchens, Jr.
and Melvin Moran. With the exception of H. E. Rainbolt, all members of the
Compensation Committee are nonemployee directors of the Company. The
Compensation Committee has primary responsibility for determining the
compensation of the Company's executive officers who are also members of the
Board of Directors' Executive Committee, which includes the Chief Executive
Officer. The Executive Committee has primary responsibility for determining
the compensation of all other executive officers of the Company. During 1994
the Executive Committee was comprised of H. E. Rainbolt, David E. Rainbolt,
Leslie E. Greathouse and J. Ralph McCalmont.
The executive compensation policy of the Company is to provide a
compensation program that will attract, motivate and retain persons of high
quality, while at the same time ensuring that an appropriate relationship
exists between executive compensation and the creation of shareholder values.
Each of the Compensation Committee and the Executive Committee applies this
philosophy in determining the compensation of the Company's executive
officers with respect to salary, bonuses and stock options.
The Company strives to offer salaries to its executive officers which are
competitive in its industry for similar positions requiring similar
qualifications. Additionally, the Compensation Committee and the Executive
Committee consider each executive officer's level of responsibility in
setting executive compensation, meaning that the Company pays greater
compensation to persons having higher levels of responsibility. Because of
the substantial stock ownership held by David E. Rainbolt, the President and
Chief Executive Officer of the Company (see Stock Ownership ), at his
request, his salary in 1994 was lower than those of the other executive
officers of the Company whose compensation is determined by the Compensation
Committee, as was also the case in 1993 and 1992. The Company's other
executive officers are paid base salaries that the Compensation Committee and
the Executive Committee have determined to be fair for their assigned
responsibilities in comparison with similar positions in such other public
companies in the banking industry. The Compensation Committee and the
Executive Committee make these comparisons in an effort to determine whether
the Company's executive compensation is reasonable and remains competitive
enough to allow the Company to retain skilled executives. The Compensation
Committee and the Executive Committee believe that the compensation paid to
the Company's executive officers, other than its Chief Executive Officer, is
in the median range of compensation of executive officers of companies to
which these comparisons are made. In addition to making such comparisons and
considering levels of responsibility, the Compensation Committee and the
Executive Committee consider individual performance and the Company's
performance in terms of stock price, earnings and cash flow, of which
earnings increased in 1993 as compared to 1992. However, the determination
of base salaries is not strictly tied to performance criteria, and in
determining base salary levels, the Company believes that it affords
approximately equal weight to each of the factors described herein. The
Compensation Committee believes that the compensation paid to David E.
Rainbolt, the Company's President and Chief Executive Officer, is in the low
range of compensation of the chief executive officers of companies to which
these comparisons are made.
The Company's executive officers, including the Chief Executive Officer,
also participate in an Incentive Bonus Program. Bonus amounts earned are
based on the attainment of budgeted earnings and asset quality goals, and can
be in amounts of up to 20% of the executive officer's base salary, depending
upon an objective review of the degree of attainment of such goals, as well
as both an objective and subjective review of the respective executive
officer's contribution thereto. Individual goals in each case are established
by the Chief Executive Officer in consultation with the particular executive
concerned and with the Executive Committee.
8
<PAGE>
While the Compensation Committee believes that equity ownership provides
significant additional motivation to executive officers to maximize value for
the Company's stockholders, no grants of stock options under the Company's
option plan were made during 1994 to any of the executive officers named in
the Summary Compensation Table. The Compensation Committee believed that
such grants would be inappropriate given such officers' aggregate controlling
stock position, and the fact that certain of such officers sold shares of
Common Stock in a public offering consummated in April 1993.
In 1993, the Internal Revenue Code was amended to limit the deductibility
of certain compensation expenses in excess of $1 million. This was not
applicable to BancFirst Corporation for the fiscal year ended December 31,
1994. However, the Compensation Committee and the Executive Committee intend
to monitor executive compensation levlels and adopt policies, as necessary,
to obtain maximum deductibility of executive compensation while providing
motivational and competitive performance-based compensation. The
Compensation Committee and the Executive Committee will continue to monitor
the tax regulations to determine if any executive compensation program
changes are necessary.
This report is respectfully submitted by the members of the Compensation
Committee and the Executive Committee:
H. E. Rainbolt David E. Rainbolt
John T. Hannah Leslie E. Greathouse
J. R. Hutchens, Jr. J. Ralph McCalmont
Melvin Moran
9
<PAGE>
COMPANY PERFORMANCE
Presented below is a line graph which compares the percentage change in
the cumulative total return on the Company's Common Stock to the cumulative
total return of the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq
Bank Stocks Index, both as compiled by the University of Chicago Center for
Research in Security Price ("CRSP"). The period presented is from April 1,
1993, the date of the Company's initial public offering of its Common Stock,
through December 31, 1994. The graph assumes an investment on April 1, 1993
of $100 in the Company's Common Stock and in each index, and that any
dividends were reinvested. The values presented for each quarter during the
period represent the cumulative market values of the respective investments.
[GRAPH]
<TABLE>
<CAPTION>
NASDAQ NASDAQ
MONTH BFC BANKS MARKET
- - ----- -------- -------- --------
<S> <C> <C> <C>
3/93 100.0000 100 100
6/93 105.0000 96.63359 101.8964
9/93 108.3849 105.6999 110.4485
12/93 96.75731 103.0007 112.0223
3/94 91.80952 101.7291 107.3867
6/94 109.4082 110.0085 102.3930
9/94 101.9475 111.1825 110.8597
12/94 98.66302 102.7402 109.5916
</TABLE>
10
<PAGE>
STOCK OWNERSHIP
The following table sets forth the number of shares of Common Stock owned
by each director and named executive officers of BancFirst Corporation and by
all directors and executive officers of BancFirst Corporation as a group,
together with the percentage of outstanding Common Stock owned by each.
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
OWNERSHIP CLASS
----------- ----------
<S> <C> <C>
David E. Rainbolt (1) 3,102,194 49.94%
H. E. Rainbolt (2) 52,721 0.85
Leslie E. Greathouse -- --
Robert A. Gregory (3) 9,628 0.15
J. Ralph McCalmont (4) 162,055 2.61
John T. Hannah 350 0.01
J. R. Hutchens, Jr. (5) 60,109 0.97
Melvin Moran (6) 89,795 1.45
All directors and executive officers as a
group (14 persons) 3,624,117 58.34
<FN>
- - ----------------------
(1) Includes 3,023,829 shares held by R. Banking Limited Partnership, a
family partnership of which David E. Rainbolt is the general partner;
9,302 shares held in trust for David E. Rainbolt's children; 7,766
shares held by the ESOP; and 30,000 shares subject to exercisable options.
(2) Includes 22,721 shares held by the ESOP and 30,000 shares subject to
exercisable options.
(3) Includes 2,128 shares held by the ESOP and 7,500 shares subject to
exercisable options.
(4) Includes 14,549 shares held by the ESOP and 30,000 shares subject to
exercisable options.
(5) Includes 19,019 shares held jointly with Mr. Hutchens' wife.
(6) Includes 45,000 shares held directly by Mr. Moran's wife.
</TABLE>
TRANSACTIONS WITH MANAGEMENT
In addition to the transactions described under Compensation of Directors
and Executive Officers Compensation Committee Interlocks and Insider
Participation, the following transactions with management have occurred.
BancFirst has made loans in the ordinary course of business to certain
directors and executive officers of the Company and to certain affiliates of
these directors and executive officers. None of these loans outstanding are
classified as nonaccrual, past due, restructured or potential problem loans.
All such loans 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 did not involve more than the normal
risk of collectability or present other unfavorable features.
11
<PAGE>
OTHER MATTERS
The management of BancFirst does not know of any other matters that are to
be presented for action at the meeting. Should any other matter come before
the meeting, however, it is the intent of the persons named in the proxy to
vote all proxies with respect to such matter in accordance with the
recommendations of the Board of Directors.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the year ended December
31, 1994 accompanies this Proxy Statement. No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is
not deemed to be a part of the proxy soliciting material.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1994 (OTHER THAN THE EXHIBITS THERETO) IS AVAILABLE UPON WRITTEN REQUEST
WITHOUT CHARGE. SUCH REQUESTS SHOULD BE DIRECTED TO: RANDY FORAKER, SENIOR
VICE PRESIDENT AND CONTROLLER, BANCFIRST CORPORATION, 101 NORTH BROADWAY,
SUITE 200, OKLAHOMA CITY, OKLAHOMA 73102.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders will be considered by the Board of Directors if the
written proposal, complying with the requirements established by the
Securities and Exchange Commission, is received at the Company's principal
executive offices at 101 North Broadway, Suite 200, Oklahoma City, Oklahoma
73102, no later than January 4, 1996.
12
<PAGE>
BANCFIRST CORPORATION
OKLAHOMA CITY, OKLAHOMA
PROXY/VOTING INSTRUCTION CARD
This Proxy is solicited on Behalf of the Board of Directors
The undersigned hereby appoints David E. Rainbolt and
Randy P. Foraker as Proxies, each with the power to
appoint his substitute and each with full power to act
without the other, and hereby authorizes them to
represent and vote all shares of Common Stock of the
undersigned of BancFirst Corporation ("Company"), an
Oklahoma corporation, which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders
of the Company to be held at 101 N. Broadway, Suite 200,
Oklahoma City, Oklahoma 73102, on Thursday, May 25, 1995
at 9:00 a.m., and at any and all adjournments thereof as
follows:
1. ELECTION OF DIRECTORS
FOR all nominees listed below / /
(except as marked to the contrary below)
WITHHOLD AUTHORITY / /
to vote for all nominees listed below
H.E. Rainbolt, David E. Rainbolt, Leslie E. Greathouse,
J. Ralph McCalmont, John T. Hannah, J.R. Hutchens, Jr.,
and Melvin Moran.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE
SPACE PROVIDED BELOW.)
- - -----------------------------------------------------------
2. Proposal to ratify the Board's selection of Price
Waterhouse as independent auditors of the Company for
1995.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion such other business as may
properly come before the meeting and any and all
adjournments thereof.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
(OVER)
THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE FOREGOING
INSTRUCTIONS, IN THE ABSENCE OF ANY INSTRUCTIONS. SUCH
SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2 AND WILL
BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
This Proxy also provides voting instructions for shares
of Common Stock held in the BancFirst Corporation
Employee Stock Ownership Fund Thrift Plan.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders to be held on
May 25, 1995 and the Proxy Statement furnished therewith.
The undersigned hereby revokes any proxy to vote
shares of Common Stock of the Company heretofore given by
the undersigned.
DATED: -------------------------- 1995
- - --------------------------------------
Signature(s)
- - --------------------------------------
Please date and sign exactly as name
appears on envelope, and promptly
return in the enclosed envelope. When
signing as guardian, executor,
administrator, attorney, trustee,
custodian, or in any other similar
capacity, please give full title. If
a corporation, sign in full corporate
name by president or other authorized
officer, giving title, and affix
corporate seal. If a partnership,
sign in partnership name by
authorized person. In the case of
joint ownership, each joint owner
must sign.
