<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________________ TO ____________________
COMMISSION FILE NUMBER 0-14384
BANCFIRST CORPORATION
(Exact name of registrant as specified in charter)
Oklahoma 73-1221379
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 N. Broadway, Suite 200, Oklahoma City, Oklahoma
73102-8401
(Address of principal executive offices)
(Zip Code)
(405) 270-1086
(Registrant's telephone number, including area code)
----------------------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
As of July 31, 1997 there were 6,361,954 shares of the registrant's Common Stock
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30,
------------------------ DECEMBER 31,
1997 1996 1996
------------ ---------- ------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 80,069 $ 85,792 $ 76,877
Interest-bearing deposits with banks 76 1 62
Securities (market value: $300,459, $276,798
and $284,221, respectively) 300,023 276,634 283,857
Federal funds sold 51,000 30,000 44,785
Loans:
Total loans (net of unearned interest) 799,559 725,122 763,559
Allowance for possible loan losses (11,954) (11,843) (11,945)
---------- ---------- ----------
Loans, net 787,605 713,279 751,614
Premises and equipment, net 33,268 33,650 33,556
Other real estate owned 1,095 1,068 1,101
Intangible assets, net 13,423 15,106 14,871
Accrued interest receivable 11,555 11,407 10,627
Other assets 24,737 20,279 18,361
---------- ---------- ----------
Total assets $1,302,851 $1,187,216 $1,235,711
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 237,748 $ 246,487 $ 265,209
Interest-bearing 907,137 827,307 840,244
---------- ---------- ----------
Total deposits 1,144,885 1,073,794 1,105,453
Short-term borrowings 1,419 1,030 3,414
Long-term borrowings 6,567 1,497 6,636
9.65% Capital Securities 25,000 -- --
Accrued interest payable 5,022 3,363 3,940
Other liabilities 3,177 4,699 4,172
---------- ---------- ----------
Total liabilities 1,186,070 1,084,383 1,123,615
---------- ---------- ----------
Commitments and contingent liabilities
Stockholders' equity:
Common stock 6,349 6,242 6,400
Capital surplus 35,204 34,866 36,218
Retained earnings 74,669 62,096 68,742
Unrealized securities gains (losses), net of tax 559 (371) 736
---------- ---------- ----------
Total stockholders' equity 116,781 102,833 112,096
---------- ---------- ----------
Total liabilities and stockholders' equity $1,302,851 $1,187,216 $1,235,711
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees $ 19,200 $ 17,365 $ 37,364 $ 32,963
Interest-bearing deposits with banks (18) 12 1 12
Securities:
Taxable 4,533 4,153 9,046 7,937
Tax-exempt 147 148 300 299
Federal funds sold 511 442 861 884
---------- ---------- ---------- ----------
Total interest income 24,373 22,120 47,572 42,095
---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits 9,322 8,470 18,169 16,185
Short-term borrowings 127 102 148 323
Long-term borrowings 100 23 196 43
9.65% Capital Securities 612 -- 985 --
---------- ---------- ---------- ----------
Total interest expense 10,161 8,595 19,498 16,551
---------- ---------- ---------- ----------
Net interest income 14,212 13,525 28,074 25,544
Provision for possible loan losses 186 319 282 416
---------- ---------- ---------- ----------
Net interest income after provision for
possible loan losses 14,026 13,206 27,792 25,128
---------- ---------- ---------- ----------
NONINTEREST INCOME
Service charges on deposits 2,478 2,236 4,959 4,182
Securities transactions -- 175 -- 180
Other 1,358 1,606 2,684 3,016
---------- ---------- ---------- ----------
Total noninterest income 3,836 4,017 7,643 7,378
---------- ---------- ---------- ----------
NONINTEREST EXPENSE
Salaries and employee benefits 6,958 6,305 13,508 12,031
Occupancy and fixed assets expense, net 734 684 1,496 1,212
Depreciation 743 587 1,452 1,086
Amortization 556 532 1,089 919
Data processing services 328 311 698 653
Net (income) expense from other real estate owned 37 120 98 162
Other 2,670 2,439 5,199 4,629
---------- ---------- ---------- ----------
Total noninterest expense 12,026 10,978 23,540 20,692
---------- ---------- ---------- ----------
Income before taxes 5,836 6,245 11,895 11,814
Income tax expense (2,188) (2,443) (4,486) (4,514)
---------- ---------- ---------- ----------
Net income $ 3,648 $ 3,802 $ 7,409 $ 7,300
========== ========== ========== ==========
PER SHARE DATA (PRIMARY AND FULLY DILUTED)
Net income $ 0.55 $ 0.59 $ 1.12 $ 1.13
========== ========== ========== ==========
Average common stock and common stock
equivalents outstanding 6,617,380 6,444,692 6,606,173 6,439,542
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 7,267 $ (2,339)
-------- --------
INVESTING ACTIVITIES
Cash and due from banks used for acquisitions (5,008) (10,495)
Purchases of securities (47,425) (34,414)
Maturities of securities 31,173 39,655
Proceeds from sales of securities 252 15,576
Net (increase)/decrease in federal funds sold (6,215) 11,513
Purchases of loans (2,613) (5,580)
Proceeds from sales of loans 60,930 54,791
Net other increase in loans (94,529) (75,562)
Purchases of premises and equipment (2,290) (2,569)
Proceeds from sales of other real estate owned and repossessed assets 729 702
Other, net 1,120 (778)
-------- --------
Net cash used by investing activities (63,876) (7,161)
-------- --------
FINANCING ACTIVITIES
Net increase/(decrease) in demand, transaction and savings deposits 148 11,478
Net increase in certificates of deposit 39,284 16,441
Net decrease in short-term borrowings (1,995) (17,675)
Net increase/(decrease) in long-term borrowings (69) 579
Issuance of 9.65% Capital Securities 25,000 --
Issuance of common stock 220 114
Purchase and retirement of common stock (1,499) --
Cash dividends paid (1,274) (997)
-------- --------
Net cash provided by financing activities 59,815 9,940
-------- --------
Net increase in cash and due from banks 3,206 440
Cash and due from banks at the beginning of the period 76,939 85,353
-------- --------
Cash and due from banks at the end of the period $ 80,145 $ 85,793
======== ========
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for interest $ 18,416 $ 16,424
======== ========
Cash paid during the period for income taxes $ 4,651 $ 4,270
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(1) GENERAL
The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BFC Capital Trust I, BancFirst, BancFirst Investment
Corporation, Lenders Collection Corporation and Express Financial Corporation
(formerly National Express Corporation. All significant intercompany accounts
and transactions have been eliminated. Assets held in a fiduciary or agency
capacity are not assets of the Company and, accordingly, are not included in the
consolidated financial statements.
The interim financial statements contained herein reflect all adjustments
which are, in the opinion of management, necessary to provide a fair statement
of the financial position and results of operations of the Company for the
interim periods presented. All such adjustments are of a normal and recurring
nature. There have been no significant changes in the accounting policies of
the Company since December 31, 1996, the date of the most recent annual report.
Certain amounts in the 1996 financial statements have been reclassified to
conform to the 1997 presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles inherently involves the use of estimates and assumptions
that affect the amounts reported in the financial statements and the related
disclosures. Such estimates and assumptions may change over time and actual
amounts may differ from those reported.
(2) MERGERS, ACQUISITIONS AND DISPOSALS
In March 1996, BancFirst acquired City Bankshares, Inc. of Oklahoma City,
Oklahoma ("City Bankshares"), which had $136,251 in total assets. The
acquisition was for cash of $19,125, with City Bankshares and its subsidiary
bank, City Bank, being merged into BancFirst. C-Teq, Inc., an 85% owned data
processing subsidiary of City Bankshares, was spun off to the shareholders of
City Bankshares prior to the acquisition. BancFirst also paid the CEO of City
Bancshares $1,250 for an agreement not to compete with BancFirst for a period of
four years. The acquisition was accounted for as a purchase. Accordingly, the
effect of the acquisition is included in the Company's consolidated financial
statements from the date of the acquisition forward. A core deposit intangible
of $830 and goodwill of $7,419 were recorded in the acquisition. Pro forma
condensed results of operations, as though City Bankshares had been acquired
January 1, 1995, are as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
JUNE 30, 1996 DECEMBER 31, 1995
---------------- -----------------
<S> <C> <C>
Net interest income $27,525 $49,226
Net income $ 7,719 $13,122
Net income per share and
common stock equivalent $ 1.20 $ 2.05
</TABLE>
In December 1996, the Company's money order subsidiary, Express Financial
Corporation (formerly National Express Corporation), entered into an agreement
for the sale of its business. Under the terms of the agreement, Express
Financial Corporation received cash of $600 in January 1997, and may receive
additional payments of up to $500 over a two-year period based upon specified
levels of business retained by the purchaser. The business of Express Financial
Corporation was transferred to the purchaser in January and February 1997. The
sale was accounted for as a disposal of a segment of business. Consequently,
the expected net gain from the disposal will be recognized in the Company's
consolidated statement of income when the final proceeds are received. The
operations of Express Financial Corporation were not material in relation to the
consolidated operations of the Company. The following assets and liabilities of
Express Financial Corporation are included in the Company's consolidated balance
sheet:
5
<PAGE>
<TABLE>
<CAPTION>
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
<S> <C> <C>
Cash and due from BancFirst $2,160 $ 6,611
Interest-bearing deposit with BancFirst 3,674 3,674
Securities held for investment 775 776
Premises and equipment, net 7 185
Intagible assets, net - 515
Receivables from money order sales, net 159 7,371
Other assets 13 17
------ -------
Total assets $6,788 $19,149
====== =======
Outstanding money orders $1,786 $13,839
Other liabilities 7 58
------ -------
Total liabilities $1,793 $13,897
====== =======
</TABLE>
Only the intangible assets were acquired by the purchaser and the purchaser did
not assume any liabilities of Express Financial Corporation.
In March 1997, the Company acquired 22.5% of the common stock outstanding of
First Ada Bancshares, Inc. of Ada, Oklahoma for cash of $4,954. This investment
will be accounted for under the equity method of accounting.
(3) SECURITIES
The table below summarizes securities held for investment and securities
available for sale.
<TABLE>
<CAPTION>
JUNE 30,
------------------------ DECEMBER 31,
1997 1996 1996
-------- -------- -----------
<S> <C> <C> <C>
Held for investment, at cost (market value:
$36,291, $27,595 and $33,653, respectively) $ 35,855 $ 27,431 $ 33,289
Available for sale, at market value 264,168 249,203 250,568
-------- -------- --------
Total securities $300,023 $276,634 $283,857
======== ======== ========
</TABLE>
(4) 9.65% CAPITAL SECURITIES
In January 1997, BancFirst Corporation established BFC Capital Trust I (the
"Trust"), a trust formed under the Delaware Business Trust Act. In February
1997, the Trust issued $25,000 of aggregate liquidation amount of 9.65% Capital
Securities, Series A (the "Capital Securities"). The proceeds from the sale of
the Capital Securities were invested in 9.65% Junior Subordinated Deferrable
Interest Debentures, Series A (the "Debentures") of BancFirst Corporation.
Distributions on the Capital Securities are payable January 15 and July 15 of
each year. Such distributions may be deferred for up to ten consecutive semi-
annual periods. The stated maturity date of the Capital Securities is January
15, 2027, but they are subject to mandatory redemption pursuant to optional
prepayment terms. The Capital Securities represent an undivided interest in the
Debentures, are guaranteed by BancFirst Corporation, and will be presented as
long-term debt in the Company's consolidated financial statements. During any
deferral period or during any event of default, BancFirst Corporation may not
declare or pay any dividends on any of its capital stock.
6
<PAGE>
BANCFIRST CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
The Company reported net income of $3.65 million for the quarter ended June
30, 1997, compared to net income of $3.8 million for the same quarter of 1996.
Earnings were lower in 1997 due primarily to higher operating expenses.
Earnings per share was $0.55 for the second quarter of 1997, compared to $0.59
per share for the second quarter of 1996.
Net income for the first six months of 1997 was $7.41 million, compared to
$7.3 million for the same period of 1996. Earnings per share were $1.12 and
$1.13, respectively.
Total assets increased $67.1 million from December 31, 1996 and $117 million
from June 30, 1996. The growth since year-end 1996 was due to the Company
issuing $25 million of 9.65% Capital Securities (the "Capital Securities") and
internal growth. The growth since the second quarter of 1996 was due to an
acquisition having total assets aggregating approximately $18 million, the
issuance of the Capital Securities and internal growth. Stockholders' equity
rose to $117 million, an increase of $4.69 million compared to December 31, 1996
and $13.9 million compared to June 30, 1996.
RESULTS OF OPERATIONS
SECOND QUARTER
Net interest income increased for the second quarter of 1997 by $687,000
million, or 5.08%, as compared to the same quarter of 1996, primarily as a
result of earning asset growth. Net interest spread was 4.22% for the quarter
compared to 4.55% for the second quarter of 1996, while average net earning
assets increased $20.4 million. Net interest margin on a taxable equivalent
basis was 5.09% for the second quarter, compared to 5.33% for the same quarter
of 1996. Both the net interest spread and net interest margin were impacted in
1997 by the issuance of the Capital Securities.
The Company provided $186,000 for possible loan losses for the quarter,
compared to $319,000 for the second quarter of 1996. Net loan charge-offs were
$157,000 for the second quarter of 1997, compared to $53,000 for the second
quarter of 1996. The net charge-offs in 1997 represent an annualized rate of
only 0.09% of total loans, compared to a rate of 0.03% for the same quarter of
1996.
Noninterest income decreased $181,000, or 4.51%, compared to the second
quarter of 1996 due primarily to gains on securities transactions recognized in
1996. Noninterest expense increased $1.05 million, or 9.54%, due largely to
increased staffing and other costs of improving the Company's management and
operational infrastructure.
YEAR-TO-DATE
For the first six months of 1997, net interest income increased $2.53
million, or 9.9%, as compared to the same period of 1996, primarily as a result
of earning asset growth. Net interest spread was 4.26% for 1997, compared to
4.49% for 1996, while average net earning assets increased $20.4 million. Net
interest margin on a taxable equivalent basis was 5.13% for 1997, compared to
5.28% for the first half of 1996.
The Company provided $282,000 for possible loan losses in the first six
months of 1997, compared to $416,000 for the first six months of 1996. Net loan
charge-offs were $273,000 for 1997, compared to $67,000 for 1996, representing
annualized rates of only 0.07% and 0.009% of total loans, respectively.
Noninterest income increased $265,000, or 3.59% compared to the first half of
1996 due to income added by acquisitions. Excluding gains from securities
transactions, the increase would have been $445,000, or 6.18%. Noninterest
expense increased $2.85 million, or 13.8%, due to added operating expenses of
banks acquired in 1996 and increased staffing and other costs of improving the
company's management and operational infrastructure.
7
<PAGE>
FINANCIAL POSITION
Total securities increased $16.2 million compared to December 31, 1996 and
$23.4 million compared to June 30, 1996, as a net result of securities added by
acquisitions and internal growth, and maturities of securities used to fund loan
growth. The net unrealized gain on securities available for sale was $890,000
at the end of the second quarter of 1997, compared to a gain of $1.16 million at
December 31 and a loss of $568,000 at June 30, 1996. The average taxable
equivalent yield on the securities portfolio for the second quarter increased to
6.37% from 6.32% for the same quarter of 1996.
Total loans increased $36 million from December 31, 1996 and $74.4 million
from June 30, 1996, due primarily to internal growth. The allowance for
possible loan losses increased $111,000 since the second quarter of 1996. The
allowance as a percentage of total loans was 1.50%, 1.56% and 1.63% at June 30,
1997, December 31, 1996 and June 30, 1996, respectively. The allowance to
nonperforming and restructured loans ratios at the same dates were 241.79%,
207.31% and 240.52%, respectively.
Nonperforming and restructured assets totaled $6.23 million, compared to $7.01
million at year-end 1996 and $6.01 million at June 30, 1996. Although the ratio
of nonperforming and restructured assets to total assets is only 0.47%, it is
reasonable to nonperforming loans and loan losses to rise over several years to
historical norms as a result of economic and credit cycles.
Total deposits increased $39.4 million as compared to December 31, 1996 and
$71.1 million compared to June 30, 1996. The increase reflects an acquisition in
October 1996 and internal growth. The Company's deposit base continues to be
comprised substantially of core deposits, with large denomination certificates
of deposit being only 11.8% of total deposits at June 30, 1997.
Short-term borrowings decreased $2 million from December 31, 1996 and
$389,000 from June 30, 1996. Fluctuations in short-term borrowings are a
function of liquidity needs and customer demand for repurchase agreements.
Long-term borrowings decreased $69,000 from year-end 1996 as a result of
scheduled payments, and increased $5.07 million from the second quarter of 1996
due primarily to a $5 million Federal Home Loan Bank borrowing in December 1996.
In January 1997, BancFirst Corporation established BFC Capital Trust I (the
"Trust"), which issued $25 million of 9.65% Capital Securities (the "Capital
Securities") in February 1997. The purpose of the issuance of the Capital
Securities was to raise additional regulatory capital to support future growth.
Distributions on the Capital Securities are payable January 15 and July 15
through the stated maturity date of January 15, 2027. Such distributions may be
deferred for up to ten consecutive semi-annual periods. During any deferral
period, or during any event of default, BancFirst Corporation may not declare or
pay any dividends on any of its capital stock.
Stockholders' equity rose to $117 million from $112 million at year-end 1996
and $103 million at June 30, 1996. These increases were primarily the result of
accumulated earnings. Average stockholders' equity to average assets was 8.89%,
compared to 8.93% for 1996. The Company's regulatory capital ratios increased
substantially in the first quarter of 1997 due to the issuance of the Capital
Securities, and are well in excess of the regulatory minimums.
8
<PAGE>
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL STATISTICS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PERFORMANCE STATISTICS THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income per share $ 0.55 $ 0.59 $ 1.12 $ 1.13
Cash dividends per share 0.10 0.08 0.20 0.16
Return on average assets 1.15% 1.29% 1.19% 1.30%
Return on average stockholders' equity 12.93 15.12 13.25 14.63
Increase/decrease in tangible book
value per share (annualized) 16.66 12.63 14.46 (6.21)
Efficiency ratio 66.63 62.58 65.91 62.85
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET AND ASSET QUALITY STATISTICS JUNE 30,
------------------ DECEMBER 31,
1997 1996 1996
------- ------- -----------
<S> <C> <C> <C>
Book value per share $ 18.39 $ 16.47 $ 17.52
Tangible book value per share 16.28 14.05 15.19
Average loans to deposits (year-to-date) 71.08% 67.84% 68.81%
Nonperforming and restructured assets to total assets 0.47 0.51 0.57
Allowance for possible loan losses to total loans 1.50 1.63 1.56
Allowance for possible loan losses to nonperforming
and restructured loans 241.79 240.52 207.31
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED AVERAGE BALANCE SHEETS
AND INTEREST MARGIN ANALYSIS THREE MONTHS ENDED JUNE 30,
-----------------------------------------------
1997 1996
---------------------- ---------------------
Taxable Equivalent Basis AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE RATE BALANCE RATE
------------ ------- ---------- -------
<S> <C> <C> <C> <C>
Earning assets:
Loans $ 795,649 9.71% $ 717,493 9.76%
Securities 298,375 6.37 278,979 6.32
Federal funds sold 36,437 5.63 33,204 5.35
----------- ----------
Total earning assets 1,130,461 8.70 1,029,676 8.69
----------- ----------
Nonearning assets:
Cash and due from banks 76,916 85,168
Interest recievable and other assets 77,104 79,190
Allowance for possible loan losses (11,951) (11,697)
----------- ----------
Total nonearning assets 142,069 152,661
----------- ----------
Total assets $ 1,272,530 $1,182,337
=========== ==========
Interest-bearing liabilities:
Interest-bearing deposits $ 876,474 4.29% $ 826,421 4.12%
Short-term borrowings 7,342 6.94 7,153 5.74
Long-term borrowings 6,581 6.11 1,446 6.42
9.65% Capital Securities 25,000 9.82 -- --
----------- ----------
Total interest-bearing liabilities 915,397 4.48 835,020 4.14
----------- ----------
Interest-free funds:
Noninterest-bearing deposits 234,537 238,729
Interest payable and other liabilities 9,426 8,040
Stockholders' equity 113,170 100,548
----------- ----------
Total interest-free funds 357,133 347,317
----------- ----------
Total liabilities and stockholders' equity $ 1,272,530 $1,182,337
=========== ==========
Net interest spread 4.22% 4.55%
==== ====
Net interest margin 5.09% 5.33%
==== ====
</TABLE>
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
BancFirst Corporation held its Annual Meeting of Shareholders on May 22,
1997. Two proposals were submitted to the shareholders and were passed as
follows:
Proposal to elect directors: Eleven directors were nominated for election
---------------------------
for a one year term. Director Stephen R. Lindemood, however, declined to
stand for re-election. The directors elected were H.E. Rainbolt, David E.
Rainbolt, K. Gordon Greer, Robert A. Gregory, John T. Hannah, J.R. Hutchens,
Jr., William O. Johnstone, J. Ralph McCalmont, Melvin Moran and Joe T.
Shockley. There were 5,655,929 affirmative votes and 100 votes withheld.
Proposal to Ratify Coopers & Lybrand, L.L.P. as independent auditors:
--------------------------------------------------------------------
5,534,334 affirmative votes, 300 negative votes and 3,889 abstentions.
No other matters were brought before the meeting for consideration.
ITEM 5. OTHER INFORMATION
BancFirst Corporation (the "Company") adopted a Stock Repurchase Program
(the "Program") on March 23, 1995. The Program was amended on May 22, 1997 and
June 26, 1997. These amendments increased the number of shares of common stock
of the Company authorized to be repurchased under the Program from 200,000
shares to 350,000 shares, removed certain conditions to be satisfied by any
repurchases and removed the naming of a specific implementing broker for the
Program. The remainder of the provisions of the program are contained in the
BancFirst Corporation Amended Stock Repurchase program filed herewith as Exhibit
Number 99.1
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT
---------- ----------------------------------------------------
2.1 Agreement and Plan of Reorganization dated October 28,
1994 among BancFirst, State National Bank, Marlow, and
certain shareholders of State National Bank (filed as
Exhibit 2.4 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
2.2 Agreement and Plan of Reorganization dated September 16,
1995 between BancFirst and City Bankshares, Inc. (filed
as Exhibit 2.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 and
incorporated herein by reference).
2.3 Agreement dated September 16, 1995 between BancFirst and
William O. Johnstone (filed as Exhibit 2.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995 and incorporated herein by
reference).
3.1 Amended and Restated Certificate of Incorporation (filed
as Exhibit No. 33 to the Company's Registration
Statement on form S-2, File No. 33-58804, and
incorporated herein by reference).
3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation (filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 and incorporated herein by
reference).
10
<PAGE>
3.3 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation (filed as Exhibit 3.0 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein
by reference).
3.4 Amended By-Laws (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992 and incorporated herein by reference).
4.1 Amended and Restated declaration of Trust of BFC Capital
Trust I dated as of February 4, 1997 (filed as Exhibit
4.1 to the Company's Current Report on Form 8-K dated
February 4, 1997 and incorporated herein by reference.)
4.2 Indenture dated as of February 4, 1997 (filed as Exhibit
4.2 to the Company's Current Report on Form 8-K dated
February 4, 1997 and incorporated herein by reference.)
4.3 Series A Capital Securities Guarantee Agreement dated as
of February 4, 1997 (filed as Exhibit 4.3 to the
Company's Current Report on Form 8-K dated February 4,
1997 and incorporated herein by reference.)
27.1* Financial Data Schedule.
99.1* BancFirst Corporation Amended Stock Repurchase Program.
- --------------------------------------------------------------------------------
*Filed herewith
(b) No reports on Form 8-K have been filed by the Company during the quarter
ended June 30, 1997.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCFIRST CORPORATION
(Registrant)
Date August 14, 1997 /s/ Randy P. Foraker
--------------- --------------------------------------
(Signature)
Randy P. Foraker
Senior Vice President and Controller;
Assistant Secretary/Treasurer
(Principal Accounting Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE SIX MONTHS ENDED JUNE 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 80,069
<INT-BEARING-DEPOSITS> 76
<FED-FUNDS-SOLD> 51,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 264,168
<INVESTMENTS-CARRYING> 35,855
<INVESTMENTS-MARKET> 36,291
<LOANS> 799,559
<ALLOWANCE> 11,954
<TOTAL-ASSETS> 1,302,851
<DEPOSITS> 1,144,885
<SHORT-TERM> 1,419
<LIABILITIES-OTHER> 8,199
<LONG-TERM> 31,567
0
0
<COMMON> 6,349
<OTHER-SE> 110,432
<TOTAL-LIABILITIES-AND-EQUITY> 1,302,851
<INTEREST-LOAN> 37,364
<INTEREST-INVEST> 9,346
<INTEREST-OTHER> 862
<INTEREST-TOTAL> 47,572
<INTEREST-DEPOSIT> 18,169
<INTEREST-EXPENSE> 19,498
<INTEREST-INCOME-NET> 28,074
<LOAN-LOSSES> 282
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 23,540
<INCOME-PRETAX> 11,895
<INCOME-PRE-EXTRAORDINARY> 11,895
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,409
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.12
<YIELD-ACTUAL> 5.08
<LOANS-NON> 3,107
<LOANS-PAST> 1,090
<LOANS-TROUBLED> 747
<LOANS-PROBLEM> 15,363
<ALLOWANCE-OPEN> 11,945
<CHARGE-OFFS> 491
<RECOVERIES> 218
<ALLOWANCE-CLOSE> 11,954
<ALLOWANCE-DOMESTIC> 11,954
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 10,113
</TABLE>
<PAGE>
EXHIBIT 99.1
BANCFIRST CORPORATION
AMENDED STOCK REPURCHASE PROGRAM
On May 22, 1997 and June 26, 1997, the Board of directors amended the Stock
Repurchase Program (the "Program"). The Amended Program authorizes Management
to repurchase up to 350,000 shares of BancFirst Corporation common stock for the
following purposes:
1. To effect purchases for the BancFirst Corporation Employee Stock ownership
and Thrift Plan (the "ESOP").
2. As a tool to increase earnings per share and/or return on equity.
3. To purchase treasury stock to be issued for the exercise of stock options.
4. To provide liquidity for large option holders wishing to liquidate their
positions.
5. To provide liquidity for major shareholders wishing to sell their stock.
Purchases under the program shall be at the discretion of Management. Purchases
by the ESOP shall be approved by the Administrative Committee. Purchases by the
Company shall be approved by the Senior Credit Committee.
Management shall comply with the safe harbor provisions of Rule 10b-18 when
considered prudent under the circumstances. In order to avoid safe harbor
violations, purchases under the Program should be made through private
transactions or through a single broker for a particular transaction. David E.
Rainbolt, President, and Randy Foraker, Senior Vice President and Controller,
are the officers authorized to conduct transactions pursuant to the Program.
