<PAGE>
BANCFIRST CORPORATION
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
April 28, 1997
Dear BancFirst Corporation Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
BancFirst Corporation which will be held in the Red Carpet Room of the Medallion
Hotel at One N. Broadway (the corner of Main Street and Broadway), Oklahoma
City, Oklahoma, at 9:00 a.m. on Thursday, May 22, 1997.
At the Annual Meeting, Management will report on the results of operations
of the Company for 1996 and shareholders will be asked to elect 11 directors and
ratify the appointment of Coopers & Lybrand, L.L.P. as the Company's independent
auditors for 1997. Directors, officers of the Company and representatives of
Coopers & Lybrand, L.L.P. will be present to respond to any questions you may
have. The accompanying Notice and Proxy Statement describe in detail the matters
to be acted upon at the Annual Meeting.
Your continuing support of BancFirst Corporation is appreciated, and we
hope you will attend the Annual Meeting. However, it is important that your
shares be represented at the meeting whether or not you plan to attend.
Accordingly, please sign, date and return the enclosed Proxy. If you attend the
Annual Meeting, you may vote in person, or if you desire to revoke your proxy
for any reason, you may do so at any time before it is voted.
I hope to see you at the meeting.
Sincerely,
David E. Rainbolt
President and Chief Executive Officer
<PAGE>
BANCFIRST CORPORATION
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 22, 1997
To the Shareholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of BancFirst
Corporation will be held at the Red Carpet Room of the Medallion Hotel located
at One N. Broadway (the corner of Main Street and Broadway), Oklahoma City,
Oklahoma, on May 22, 1997 at 9:00 a.m. for the following purposes:
1. To elect 11 directors to serve until the next Annual Meeting and until
their successors are elected and have qualified;
2. To consider a proposal to ratify the appointment of Coopers & Lybrand,
L.L.P. as independent auditors of BancFirst Corporation for 1997; and
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 18, 1997 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
April 28, 1997
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 22, 1997
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 22, 1997, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated April
28, 1997. This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders of the Company on or about April 28, 1997. 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 the Company, 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 the Company. The Company 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 April 28, 1997.
<PAGE>
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 18, 1997 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 6,340,207 shares of the Company'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 the Company 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 (i) by 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 the Company may appear and vote at the Annual Meeting,
irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 18, 1997 with respect
to any person who is known by the Company to be the beneficial owner of more
than 5% of the Company's Common Stock which is the Company's only class of
voting securities.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------------------------------- -------------- ---------
<S> <C> <C>
David E. Rainbolt 3,187,889/(1)/ 50.04%
P.O. Box 26788
Oklahoma City, OK 73126
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP") 496,552/(2)/ 7.83%
P.O. Box 26883
Oklahoma City, OK 73126-0883
</TABLE>
2
<PAGE>
(1) Includes 3,117,820 shares held by R. Banking Limited Partnership, a
family partnership of which David E. Rainbolt is the general partner;
8,772 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 participants'
accounts, and the participants direct the trustee as to the voting of
such shares.
Because of his position with the Company and his equity ownership therein,
Mr. Rainbolt may be deemed to be a "parent" of the Company for purposes of the
Securities Act of 1933.
MANAGEMENT
As of April 18, 1997, the directors and executive officers of the Company
as a group (20 persons, including David E. Rainbolt and certain executive
officers of the Company's wholly owned subsidiary, BancFirst ("BancFirst" or the
"Bank")), beneficially owned 3,556,711 shares of the Company's Common Stock
(56.10%), excluding shares represented by presently exercisable options. It is
the intent of the directors and executive officers to vote these shares for the
proposals set forth elsewhere in this Proxy Statement.
The following table sets forth the number of shares of Common Stock owned
by (i) each director of the Company, including four employee directors listed in
the Summary Compensation Table, (ii) the other executive officer listed in the
Summary Compensation Table and (iii) by all directors and executive officers of
the Company as a group, together with the percentage of outstanding Common Stock
owned by each.
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OWNERSHIP OF CLASS
----------------------- ------------
<S> <C> <C>
Roy C. Ferguson /(1)/ 30,130 0.47%
Robert A. Gregory /(2)/ 20,458 0.32
John T. Hannah 350 0.01
J. R. Hutchens, Jr. /(3)/ 70,000 1.10
William O. Johnstone --- ---
Stephen R. Lindemood --- ---
J. Ralph McCalmont /(4)/ 163,425 2.57
Melvin Moran /(5)/ 89,959 1.42
David E. Rainbolt /(6)/ 3,187,889 50.04
H. E. Rainbolt /(7)/ 54,404 0.85
Joseph T. Shockley, Jr. --- ---
All directors and executive officers as a
group (20 persons) 3,718,711 57.19
</TABLE>
- ------------------------
(1) Includes 953 shares held by the ESOP and 10,000 shares subject to
exercisable options.
(2) Includes 2,958 shares held by the ESOP and 17,500 shares subject to
exercisable options.
(3) Shares held jointly with Mr. Hutchens' wife.
(4) Includes 15,919 shares held by the ESOP and 30,000 shares subject to
exercisable options.
(5) Includes 45,000 shares held directly by Mr. Moran's wife.
(6) Includes 3,117,820 shares held by R. Banking Limited Partnership, a
family partnership of which David E. Rainbolt is the general partner;
8,772 shares held by the ESOP; and 30,000 shares subject to exercisable
options.
(7) Includes 24,404 shares held by the ESOP and 30,000 shares subject to
exercisable options.
3
<PAGE>
ELECTION OF DIRECTORS
(PROXY ITEM NO. 1)
The Board of Directors has established the number of directors at 11.
Directors elected will serve until their successors are elected and qualified.
The persons named below are the Board of Directors' nominees for election as
directors at the Annual Meeting. 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 (an event which
the Board of Directors does not anticipate), the persons named as Proxies will
have discretionary authority to vote for a substitute nominee named by the Board
of Directors if the Board determines to fill such nominee's position. Unless
authorization is withheld, the enclosed proxy will be voted "FOR" the election
as Directors of all of the nominees listed in this Proxy Statement.
The information below and the section entitled "Security Ownership of
Certain Beneficial Owners and Management" provide information about each nominee
based on data submitted by the nominee:
K. Gordon Greer, 60, has been a Director and Vice Chairman of the Bank
since December 1996. He was Chairman and Chief Executive Officer of Bank IV,
N.A. of Wichita, Kansas from 1989 to 1996. He was also Chairman of First
National Bank of Tulsa, Oklahoma from 1984 to 1989 and President of Liberty
National Bank & Trust Company of Oklahoma City, Oklahoma from 1976 to 1984.
Robert A. Gregory, 61, has been a Director and Vice Chairman of the
Company, and Chief Credit Officer of the Bank, since July 1995. He was a
Regional Executive of the Bank and also President of BancFirst Oklahoma City
from 1989 to June 1995. He was Executive Vice President of Liberty National
Bank & Trust Company of Oklahoma City from 1979 to March 1989.
John T. Hannah, 75, has been a 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., 69, has been a Director of the Company since August
1984. He has been President and principal owner of Hutchens Oil Company since
1949.
William O. Johnstone, 50, has been a Director and Vice Chairman of the
Company since May 1996 and has been a Director and Vice Chairman of the Bank
since March 1996. From 1985 until March 1996, Mr. Johnstone served as President
and Chairman of the Board of Directors of City Bankshares, Inc.
Stephen R. Lindemood, 51, has been a Director of the Company since May 1996
and has been a Director of the Bank and President and Trust Officer of
BancTrust, a division of the Bank, since February 1996. He was Senior Vice
President and Manager Personal Trust of the South Texas Region for Nations Bank
of Texas, N.A. from 1973 to 1996.
J. Ralph McCalmont, 61, has been a Director and Vice Chairman of the
Company since July 1984. He was Chairman of The First National Bank, Guthrie,
Oklahoma from February 1974 to April 1989.
Melvin Moran, 66, has been a 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.
David E. Rainbolt, 41, has been a Director of the Company since July 1984.
He has been President and Chief Executive Officer 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.
H. E. Rainbolt, 68, has been Chairman of the Board of Directors 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 as its
Chief Executive
4
<PAGE>
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 the Company in 1988). H. E.
Rainbolt is the father of David Rainbolt.
Joe T. Shockley, Jr., 46, has been a Director of the Company since May 1996
and has been a Director of the Bank and Executive Vice President and Chief
Financial Officer of the Company since March 1996. From 1991 until 1996, Mr.
Shockley served as Chief Financial Officer of Boatmen's First National Bank of
Oklahoma ("Boatmen's Oklahoma"), and from 1995 to 1996 was also President, Tulsa
Region, of Boatmen's Oklahoma. Mr. Shockley was Executive Vice President,
Retail Banking, for First Interstate Bank of Oklahoma, N.A. from 1989 to 1991.
Prior to 1989, he was Chief Financial Officer of First Interstate Bank of
Oklahoma, N.A.
EXECUTIVE OFFICERS
The executive officers of the Company (including certain executive officers
of the Bank), other than those listed above as nominees for directors, are
listed in the table below. Each officer serves a term of office of one year or
until the election and qualification of his successor.
<TABLE>
<CAPTION>
OFFICER
NAME AGE SINCE POSITION
---- --- ------- --------
<S> <C> <C> <C>
Dennis L. Brand 48 1992 Regional Executive, BancFirst and President, BancFirst Shawnee
George A. Cannon 51 1984 Regional Executive, BancFirst
E. Wayne Cardwell 55 1986 Regional Executive, BancFirst
Roy C. Ferguson 49 1992 Regional Executive, BancFirst
D. B. Green 50 1995 Regional Executive, BancFirst and President, BancFirst Marlow
David M. Seat 45 1995 President, BancFirst Oklahoma City
Randy P. Foraker 40 1987 Senior Vice President, Controller and Secretary/Treasurer
D. Jay Hannah 40 1994 Executive Vice President of Financial Services, BancFirst
Dale E. Petersen 46 1984 Executive Vice President of Asset Quality, BancFirst
</TABLE>
Dennis L. Brand is currently a Regional Executive of the Bank 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 the Bank and was
Executive Vice President of the Bank 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 the Bank. He was Chief
Executive Officer 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 the Bank 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 the Bank and is also
President of BancFirst Marlow. Prior to March 1995 (and for at least five years
prior thereto), he was President of State National Bank of Marlow, Oklahoma.
David M. Seat is currently President of BancFirst Oklahoma City. Prior to
June 1995 (and for at least five years prior thereto), he was Vice President of
Commercial Lending for Bank of Oklahoma, N.A.
5
<PAGE>
Randy P. Foraker has been Senior Vice President, Controller and
Secretary/Treasurer of the Company since January 1987. Prior to 1987, he was an
audit manager with Price Waterhouse, LLP.
D. Jay Hannah is currently Executive Vice President of Financial Services for
the Bank. He was President of BancFirst Tahlequah from 1989 to 1994. Prior to
1989, he was President of the First National Bank of Guthrie, Oklahoma.
Dale E. Petersen is currently Executive Vice President of Asset Quality for
the Bank. He was a Senior Examiner with the FDIC from 1972 to 1984.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met 11 times during 1996. 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 the Company also serves as the Audit Committee of the
Bank. 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. Additionally, the Internal
Auditor of the Bank reports to the Audit Committee. During 1996, the Audit
Committee was composed of Melvin Moran (Chairman), John T. Hannah and J. R.
Hutchens, Jr., and met 4 times.
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 By-laws. The Executive Committee is composed of H.E. Rainbolt
(Chairman) and David E. Rainbolt. The Executive Committee's only actions during
1996 were by unanimous written consent.
The Compensation Committee of the Company 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 also members of the Administrative
Committee. The Administrative Committee, which is a management committee of the
Bank comprised of certain of its executive officers (all but two of whom are
also directors and executive officers of the Company), determines compensation
with respect to all executive officers other than the officers comprising the
Administrative Committee itself, and advises and assists the Board of Directors
in all matters concerning the management of the Company's business. During
1996, the members of the Administrative Committee were David E. Rainbolt
(Chairman), H. E. Rainbolt, J. Ralph McCalmont, Joe T. Shockley, Jr., D. Jay
Hannah and Dale E. Peterson The Administrative Committee met approximately 12
times.
During 1996, 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 1996 to review the compensation of the
members of the Administrative 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 Administrative Committee is
presented under "Compensation of Directors and Executive Officers--Report of the
Compensation Committee and the Administrative 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 and with respect to 1996, to the knowledge of the Company or
based on information provided by such persons to the Company, all officers,
directors and beneficial owners of more than 10% of the Common Stock of the
Company subject to such filing requirements fully complied with such
requirements, except as set forth below.
6
<PAGE>
A Form 3 "Initial Statement of Beneficial Ownership of Securities" for K.
Gordon Greer, Vice Chairman of the Bank, was filed late. A Form 4 "Statement of
Changes in Beneficial Ownership" reporting one transaction for Dennis L. Brand,
Regional Executive of the Bank and President, BancFirst Shawnee, was filed late.
Another Form 4, for Dennis Murphy, Vice President, reporting one transaction,
was filed late. A Form 4 for David E. Rainbolt, Director, President and Chief
Executive Officer of the Company, and a Form 4 for R. Banking Limited
Partnership, a beneficial owner of more than 10% of the Common Stock of the
Company, each reporting the same transaction, were filed late.
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 (including certain executive
officers of the Bank) other than the Chief Executive Officer (each, a "Named
Executive Officer" and collectively, the "Named Executive Officers"), for or
with respect to the fiscal years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
FISCAL COMPENSATION COMPENSATION
---------------- -------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ------------------------------------------ ------ -------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
David E. Rainbolt
President and Chief Executive Officer 1996 $160,000 $25,000 10,000 $ 9,752/(2)/
1995 155,000 28,000 __ 8,227/(2)/
1994 108,000 20,520 __ 7,649/(2)/
H. E. Rainbolt
Chairman of the Board of Directors 1996 150,000 30,000 __ 23,154/(1)/
1995 200,000 40,000 __ 24,562/(1)/
1994 200,000 38,000 __ 23,414/(1)/
J. Ralph McCalmont
Vice Chairman 1996 125,000 25,000 __ 9,750/(2)/
1995 150,000 30,000 __ 8,509/(2)/
1994 150,000 30,000 __ 8,928/(2)/
Robert A. Gregory
Vice Chairman 1996 140,000 28,000 __ 9,750/(2)/
1995 135,000 27,000 __ 8,509/(2)/
1994 130,000 26,000 __ 8,928/(2)/
Roy C. Ferguson
Regional Executive, BancFirst 1996 128,750 25,000 __ 9,750/(2)/
1995 125,000 25,000 __ 8,509/(2)/
1994 121,000 24,200 __ 8,518/(2)/
</TABLE>
7
<PAGE>
_____________________
/(1)/ Consists of contributions by the Company to the ESOP for the benefit of
the Named Executive Officer of $8,909, $8,318 and $8,928 for 1996, 1995
and 1994, respectively, and the increase in cash value in excess of
premiums paid by the Company on a split-dollar life insurance policy of
$14,245, $16,244 and $14,486 for 1996, 1995 and 1994, respectively.
/(2)/ Consists of contributions by the Company to the ESOP for the benefit of
the Named Executive Officer.
OPTION GRANTS
The following table contains information concerning the grant of stock
options during the year ended December 31, 1996 to the Named Executive Officers.
OPTION GRANTS DURING LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR ($/Sh) DATE 5%/(1)/ 10%/(2)/
- --------------------------- -------------- ------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Gregory 10,000/(3)/ 9.43/(4)/ $20.00 1/01/11 $215,786 $635,450
David E. Rainbolt 0 -- -- -- -- --
H. E. Rainbolt 0 -- -- -- -- --
J. Ralph McCalmont 0 -- -- -- -- --
Roy C. Ferguson 0 -- -- -- -- --
- ---------------------
</TABLE>
(1) Based on the hypothetical appreciation of the market price of the Company's
Common Stock at an assumed rate of 5%, compounded annually over the
respective terms of the options.
(2) Based on the hypothetical appreciation of the market price of the Company's
Common Stock at an assumed rate of 10%, compounded annually over the
respective terms of the options.
(3) Mr. Gregory received a direct grant from the Company of 10,000 nonqualified
stock options in January 1996. These options vest in 25% annual increments,
beginning January 1, 2000, and have an exercise price of $20.00 per share,
which was equal to the fair market value per share of the Company's Common
Stock on such date. Under a hypothetical appreciation of the market value
at an assumed rate of 5% and 10% compounded annually over the respective
terms of the option, the potential realizable values shown in the table are
based on market values for the Company's Common Stock of approximately
$41.58 per share and $83.54 per share, respectively.
(4) All options granted to employees and other executive officers are
nonqualified stock options from the Company's Stock Option Plan. During
1996, 106,000 options were granted under such plan. These options become
exercisable 25% per year over a four-year period with the first 25% vesting
on the fourth anniversary of the date of grant and the remaining 75%
becoming exercisable in equal amounts over the three-year period thereafter.
Options also become exercisable in the event of a change of control of the
Company. Options generally have a term of fifteen years following the date
of grant, unless sooner terminated in accordance with the terms of such
plan.
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, 1996. During 1996, 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, 1996 of the shares of Common Stock
subject to the option and the aggregate exercise price of such option.
8
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996 /(1)/
----------------------------------- -----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C>
David E. Rainbolt, President 30,000 ---- $621,250 $ ----
and Chief Executive Officer
H. E. Rainbolt, Chairman of 30,000 ---- 621,250 ----
the Board
J. Ralph McCalmont, Vice 30,000 ---- 621,250 ----
Chairman
Robert A. Gregory, Vice 16,250 13,750 337,188 150,313
Chairman
Roy C. Ferguson, Regional 5,000 15,000 101,250 303,750
Executive
</TABLE>
(1) Based on the December 31, 1996 closing price of the Company's Common Stock
of $27.25
COMPENSATION OF DIRECTORS
All directors receive a fee of $250 per regular quarterly meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, the Compensation Committee shared responsibility with the
Administrative Committee (a management committee of the Bank) for the
development and implementation of the Company's executive compensation policies.
The Administrative Committee has responsibility for determining the compensation
of all executive officers other than the members of the Administrative Committee
itself, the compensation for whom is determined by the Compensation Committee.
During 1996, the Administrative Committee was composed of H. E. Rainbolt, David
E. Rainbolt, J. Ralph McCalmont, Joe T. Shockley, Jr., D. Jay Hannah and Dale E.
Peterson, all of whom are executive officers of the Bank (and all of whom are
also, with the exception of Messrs. Hannah and Peterson), directors and
executive officers of the Company). During such period, the Compensation
Committee was composed of John T. Hannah, J. R. Hutchens, Jr. and Melvin Moran,
none of whom are officers or employees of the Company or its subsidiaries, and
H. E. Rainbolt, Chairman of the Board of Directors of the Company.
BancFirst provides item processing and correspondent services to certain
financial institutions controlled by R. Banking Limited Partnership. By year
end 1996, all of these institutions had been merged with the Company and/or its
subsidiary bank, BancFirst, or sold to unaffiliated owners. Service charges to
these institutions for 1996 totaled approximately $69,000.
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 1996, the Company
purchased supplies, furniture and equipment totaling approximately $144,000.
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 approximately $755,000 for 1996.
REPORT OF THE COMPENSATION COMMITTEE AND THE ADMINISTRATIVE COMMITTEE ON
EXECUTIVE COMPENSATION
The report of the Compensation Committee and the Administrative 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.
9
<PAGE>
To our Shareholders:
During 1996 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 those executive officers who are members of the Administrative
Committee, which includes the Chief Executive Officer. The Administrative
Committee has primary responsibility for determining the compensation of all
other executive officers. During 1996 the Administrative Committee was
comprised of David E. Rainbolt (Chairman), H. E. Rainbolt, J. Ralph McCalmont,
Joe T. Shockley, Jr., D. Jay Hannah and Dale E. Peterson.
The executive compensation policy of the Company is to provide a compensation
program that will attract, motivate and retain the high-caliber executives
necessary to achieve the Company's business strategies, 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 Administrative Committee applies this philosophy in determining the
compensation of the Company's executive officers with respect to salary, bonuses
and stock options.
Each compensation element supports the Company's mission, values and culture.
The compensation principles that link the individual elements into an integrated
compensation strategy are as follows:(i) competitive compensation within
industry and peer companies;(ii) individual compensation correlated with
personal performance and shareholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
shareholders. Additionally, the Compensation Committee and the Administrative
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.
The Company's executive officers are paid base salaries that the Compensation
Committee and the Administrative 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
Administrative 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 Administrative Committee believe that the
compensation paid to the Company's executive officers 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 Administrative Committee
consider individual performance and the Company's performance in terms of stock
price, earnings and cash flow, of which earnings increased in 1996 as compared
to 1995. 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 to average range of compensation of the chief executive officers of
companies to which the comparisons are made. Because of the substantial stock
ownership held by David E. Rainbolt, 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. However, in 1994 the
Compensation Committee determined to override this request and increased Mr.
Rainbolt's 1995 salary, to more fairly reflect the level and quality of Mr.
Rainbolt's performance as the Company's Chief Executive Officer, the
compensation for which the Compensation Committee felt should be judged
independent of any consideration of Mr. Rainbolt's ownership interest in the
Company. In 1996, the Compensation Committee implemented salary decreases for
both H.E. Rainbolt and J. Ralph McCalmont in connection with the planned, staged
transition of responsibilities from such individuals to David E. Rainbolt.
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 Administrative Committee.
10
<PAGE>
In 1996, Robert A. Gregory, a Named Executive Officer, was granted 10,000
shares of the Company's Common Stock under the Company's Stock Option Plan. No
grants of stock options under the Company's option plan or otherwise were made
during 1996 to any of the other Named Executive Officers named in the Summary
Compensation Table.
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 the Company for the fiscal year ended December 31, 1996. However, the
Compensation Committee and the Administrative 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
Administrative 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 Administrative Committee:
H. E. Rainbolt David E. Rainbolt
John T. Hannah H.E. Rainbolt
J. R. Hutchens, Jr. J. Ralph McCalmont
Melvin Moran Joe T. Shockley, Jr.
D. Jay Hannah
Dale E. Peterson
11
<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, 1996. 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.
<TABLE>
<CAPTION>
BANCFIRST CORPORATION CRSP INDEX/NASD CRSP INDEX/NASD
--------------------- -------------- ---------------
<S> <C> <C> <C>
3/93 100 100 100
6/93 105 96.6428 101.92
9/93 108.385 105.641 110.51
12/93 96.7573 103.068 112.68
3/94 91.8095 101.822 107.941
6/94 109.408 109.911 102.895
9/94 101.948 111.129 111.414
12/94 98.663 102.693 110.143
3/95 103.753 112.435 120.073
6/95 102.149 124.134 137.343
9/95 126.517 140.123 153.885
12/95 124.91 152.948 155.763
3/96 145.962 159.024 163.039
6/96 144.363 161.672 176.346
9/96 164.598 179.148 182.626
12/96 183.162 202.176 191.601
</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.
RATIFICATION OF INDEPENDENT AUDITORS
(PROXY ITEM NO. 2)
The Board of Directors has selected the firm of Coopers & Lybrand, L.L.P. as
auditors to make an examination of the consolidated financial statements of the
Company for the year ending December 31, 1997. Previously, from 1985 to July
1996, the firm of Price Waterhouse, LLP had audited the consolidated financial
statements of BancFirst Corporation. In July 1996, the Oklahoma City office of
Price Waterhouse, LLP merged with Coopers & Lybrand, L.L.P.
12
<PAGE>
BancFirst Corporation has been informed that Coopers & Lybrand, L.L.P. 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 Coopers & Lybrand, L.L.P. as independent auditors for the ensuing
year.
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,
1996 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, 1996
(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
December 27, 1997.
13
<PAGE>
BANCFIRST CORPORATION
Oklahoma City, Oklahoma
PROXY/VOTING INSTRUCTION CARD
This Proxy is solicited on Behalf of the Board of Directors
for the Annual Meeting on May 22, 1997
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 in the Red Carpet
Room of the Medallion Hotel at One N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma 73102, on Thursday, May 22, 1997 at 9:00
a.m., and at any and all adjournments thereof as follows:
1. a. Election of directors:
[_] FOR all nominees listed below (except as marked to the contrary
below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
K. Gordon Greer, Robert A. Gregory, John T. Hannah, J.R. Hutchens, Jr., William
O. Johnstone, J. Ralph McCalmont, Melvin Moran, Stephen R. Lindemood, David E.
Rainbolt, H.E. Rainbolt and Joe T. Shockley, Jr.
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 Coopers & Lybrand, L.L.P., as
independent auditors of the Company for 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(OVER)
<PAGE>
3. In their discretion to transact such other business as may properly come
before the meeting and any and all adjournments thereof.
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 PROPOSALS 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 and Thrift Plan.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders to be held on May 22, 1997 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.
, 1997
---------------------------------------
(Date)
Signature(s)
--------------------------------
--------------------------------------------
Please date, sign exactly as name appears
herein, 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.
