<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BANCFIRST CORPORATION
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(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] No fee required.
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BANCFIRST CORPORATION
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
May __, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
BancFirst Corporation (the "Company") which will be held in the 18th Century
Room of the Westin Hotel at One N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma, at 10:00 a.m. on Monday, June 15, 1998.
The accompanying Notice of Annual Meeting and Proxy Statement describe in
detail the matters to be acted upon at the Annual Meeting, which include the (i)
election of 15 directors; (ii) consideration of an amendment of the Company's
Certificate of Incorporation to provide for the classification of the Company's
Board of Directors into three classes of directors serving staggered terms;
(iii) consideration of an amendment of the Company's Certificate of
Incorporation to provide that stockholders may adopt, amend or repeal the Bylaws
of the Company only by the affirmative vote of at least 66 2/3% of the then-
outstanding capital stock entitled to vote for the election of directors; (iv)
consideration of an amendment of the Company's Certificate of Incorporation to
provide that the provisions of the Certificate of Incorporation contemplated by
(i) and (ii) above may only be amended by the affirmative vote of at least 66
2/3% of the then-outstanding capital stock entitled to vote for the election of
directors; (v) consideration of an amendment of the Company's Certificate of
Incorporation to provide for certain minimum price and procedural requirements
in connection with certain business combinations; (vi) consideration of an
amendment of the BancFirst Corporation Stock Option Plan (the "Plan") to (A)
increase the aggregate number of shares of the Company's Common Stock which may
be issued upon the exercise of options granted under the Plan from 650,000 to
850,000; and (B) provide for administration of the Plan as permitted by recent
amendments to Rule 16b-3 issued by the Securities and Exchange Commission under
Section 16(b) of the Securities Exchange Act of 1934, as amended; and (vii)
ratification of the appointment of Coopers & Lybrand, L.L.P. as independent
auditors of the Company for 1998.
Also included in this package is the Company's 1997 Annual Report. The
Annual Report contains the Company's audited consolidated financial statements
for 1997, as well as management's discussion and analysis of the 1997 results of
operations. At the Annual Meeting, directors, officers of the Company and
representatives of Coopers & Lybrand, L.L.P. will be present to respond to any
questions you may have.
Your continuing support of the Company 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. Your Board of Directors
and 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 STOCKHOLDERS
To Be Held June 15, 1998
To the Stockholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BancFirst
Corporation (the "Company") will be held at the 18th Century Room of the Westin
Hotel located at One N. Broadway (the corner of Main Street and Broadway),
Oklahoma City, Oklahoma, on June 15, 1998 at 10:00 a.m. for the following
purposes:
1. To elect 15 directors to serve until the next Annual Meeting and until their
successors are elected and have qualified (Proposal No. 1);
2. To consider a proposal to amend the Company's Certificate of Incorporation
and Bylaws to provide for the classification of the Company's Board of
Directors into three classes of directors serving staggered terms (Proposal
No. 2);
3. To consider a proposal to amend the Company's Certificate of Incorporation to
provide that stockholders may adopt, amend or repeal the Bylaws of the
Company only by the affirmative vote of at least 66 2/3% of the then-
outstanding capital stock entitled to vote for the election of directors
(Proposal No. 3);
4. To consider a proposal to amend the Company's Certificate of Incorporation to
provide that the provisions of the Certificate of Incorporation contemplated
by Proposal No. 2 and Proposal No. 3 above may only be amended by the
affirmative vote of at least 66 2/3% of the then-outstanding capital stock
entitled to vote for the election of directors (Proposal No. 4);
5. To consider a proposal to amend the Company's Certificate of Incorporation to
provide for certain minimum price and procedural requirements in connection
with certain business combinations (Proposal No. 5);
6. To consider a proposal to amend the BancFirst Corporation Stock Option Plan
(the "Plan") to (i) increase the aggregate number of shares of the Company's
Common Stock which may be issued upon the exercise of options granted under
the Plan from 650,000 to 850,000; and (ii) provide for administration of the
Plan as permitted by recent amendments to Rule 16b-3 issued by the Securities
and Exchange Commission under Section 16(b) of the Securities Exchange Act of
1934, as amended (Proposal No. 6);
7. To consider a proposal to ratify the appointment of Coopers & Lybrand, L.L.P.
as independent auditors of the Company for 1998 (Proposal No. 7); and
8. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on
April 17, 1998 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 stockholder, 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 stockholder
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
Oklahoma City, Oklahoma Sam D. Ott, Vice President and Secretary
May __, 1998
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 STOCKHOLDERS
TO BE HELD JUNE 15, 1998
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
Stockholders to be held June 15, 1998, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated May
__, 1998. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders of the Company on or about May __, 1998. 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 May __, 1998.
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 17, 1998 has been fixed as the record date for
the determination of stockholders 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 6,362,679 shares of the Company's common stock, par value
$1.00 per share (the "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 Bylaws, a majority of the shares of outstanding 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 the shares of Common Stock present in person
or represented by proxy at the Annual Meeting and entitled to vote on the
subject matter (a "Majority Vote") shall be the act of the stockholders. 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 Stockholders 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
<PAGE>
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
Unless otherwise indicated, the following table sets forth information as of
March 31, 1998 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
P.O. Box 26788
Oklahoma City, OK 73126 3,158,440(1) 49.64%
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP")
P.O. Box 26883
Oklahoma City, OK 73126-0883 505,836(2) 7.95%
John Hancock Mutual Life Insurance Company
P.O. Box 111
Boston, MA 021179 418,100(3) 6.57%
</TABLE>
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(1) Includes 3,117,820 shares held by R. Banking Limited Partnership, a family
partnership of which David E. Rainbolt is the general partner ("RBLP"), and
9,323 shares held by the ESOP and allocated to the account of Mr. Rainbolt.
(2) All of the shares owned by the ESOP are allocated to the accounts of
participants, who direct the ESOP trustee as to the voting of such shares.
(3) Based on a joint filing on Schedule 13G/A filed with the Securities and
Exchange Commission (the "Commission") on January 27, 1998, John Hancock
Advisers, Inc. ("JHA") reported that it had sole voting and investment
power over 418,100 shares as investment adviser for various fiduciary
accounts. Other members of the filing group included The Berkeley
Financial Group, in its capacity as the sole stockholder of JHA; John
Hancock Subsidiaries, Inc., in its capacity as the sole stockholder of The
Berkeley Financial Group; and John Hancock Mutual Life Insurance Company,
in its capacity as the sole stockholder of John Hancock Subsidiaries, Inc.
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 (the "Act").
2
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MANAGEMENT
As of March 31, 1998, the directors and executive officers of the Company as
a group (19 persons, including David E. Rainbolt and certain executive officers
of the Company's wholly owned subsidiary, BancFirst ("BancFirst" or the
"Bank")), beneficially owned 3,520,694 shares of the Company's Common Stock
(approximately 55.33%), 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) each nominee for director, (iii) the other
executive officer listed in the Summary Compensation Table and (iv) all
directors and executive officers of the Company as a group, together with the
percentage of outstanding Common Stock owned by each.
<TABLE>
<CAPTION>
PERCENT
AMOUNT OF OF
BENEFICIAL OWNERSHIP CLASS
-------------------- -----
<S> <C> <C>
Marion C. Bauman...................................... --- ---
C. L. Craig, Jr....................................... --- (1) --- (1)
Jim Daniel............................................ 300 0.01%
Roy C. Ferguson(2).................................... 31,723 0.50%
K. Gordon Greer....................................... 11,420 0.18%
Robert A. Gregory(3).................................. 17,172 0.27%
John T. Hannah........................................ 350 0.01%
J. Clifford Hudson.................................... --- ---
J. R. Hutchens, Jr.(4)................................ 70,000 1.10%
William O. Johnstone.................................. --- ---
J. Ralph McCalmont(5)................................. 149,091 2.34%
Melvin Moran(6)....................................... 90,092 1.42%
Paul B. Odom, Jr...................................... --- ---
David E. Rainbolt(7).................................. 3,158,440 49.64%
H. E. Rainbolt(8)..................................... 45,174 0.71%
Joe T. Shockley, Jr................................... 3,050 0.05%
All directors and executive officers as a group
(19 persons).......................................... 3,596,944 55.95%
</TABLE>
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(1) Does not give effect to an aggregate 413,769 shares of Common Stock
(comprising approximately 6.10% of the Common Stock outstanding)
issued to Mr. Craig or to trusts of which he is a trustee, in
connection with the Company's acquisition of Lawton Security
Bancshares, Inc. The acquisition, which was effected as a stock for
stock merger, was effected on May 1, 1998 (after the record date of
April 17, 1998) and, consequently, none of such shares will be voted
at the Annual Meeting.
(2) Includes 1,383 shares held by the ESOP and 15,000 shares subject to
exercisable options.
(3) Includes 3,422 shares held by the ESOP and 13,750 shares subject to
exercisable options.
(4) Shares held jointly with Mr. Hutchens' wife.
3
<PAGE>
(5) Includes 16,585 shares held by the ESOP and 15,000 shares subject to
exercisable options.
(6) Includes 45,000 shares held directly by Mr. Moran's wife.
(7) Includes 3,117,820 shares held by RBLP and 9,323 shares held by the
ESOP.
(8) Includes 25,174 shares held by the ESOP and 20,000 shares subject to
exercisable options.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Board of Directors has established the number of directors at 15.
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.
Assuming the approval of the amendment to the Company's Certificate of
Incorporation to provide for a classified Board (as discussed in Proposal No.
2), C. L. Craig, Jr., John T. Hannah, J. Clifford Hudson, J. Ralph McCalmont and
Joe T. Shockley, Jr. will serve as Class I directors, with terms expiring at the
Annual Meeting of Stockholders to be held in 1999; Robert A. Gregory, Jim
Daniel, J. R. Hutchens, Jr., Paul B. Odom, Jr. and H. E. Rainbolt will serve as
Class II directors, with terms expiring at the Annual Meeting of Stockholders to
be held in 2000; and Marion C. Bauman, K. Gordon Greer, William O. Johnstone,
Melvin Moran and David E. Rainbolt will serve as Class III directors, with terms
expiring at the Annual Meeting of Stockholders to be held in 2001. Thereafter,
each class of directors shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders. Should the amendment providing
for the classified Board not be approved, each of the nominees will serve as a
director until the next annual meeting of stockholders or until his successor is
elected and qualified.
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 certain information about each nominee
(ten of whom are current Board members) based on data submitted by such persons,
including the principal occupation of such person for at least the last five
years and any public company directorships held by such person:
Marion C. Bauman, 55, is a new nominee for Director. Mr. Bauman has engaged
in the practice of law since 1977 and since 1998 has been a partner of Craig,
Ledgerwood & Bauman, a law firm located in Norman, Oklahoma which specializes in
banking and tax matters. From time to time Mr. Bauman and/or the law firms with
which he has been affiliated have performed legal services for the Company.
C. L. Craig, Jr., 53, is a new nominee for Director. Mr. Craig served as
Chairman of the Board of Directors of Lawton Security Bancshares, Inc. from 1983
until May 1998, when Lawton Security Bancshares, Inc. was merged with and into
the Company.
Jim Daniel, 58, is a new nominee for Director. Mr. Daniel has been in the
banking industry since 1964, having served in various executive offices at
Friendly Bank, Oklahoma City, Oklahoma from 1964 to 1972, and as its President
and Chief Executive Officer from 1972 to 1994. From 1994 to 1997, he was
President, Chief Executive Officer and Chairman of the Board of Directors of
Bank One Oklahoma Corporation. Mr. Daniel has been Vice Chairman of the Bank's
Board of Directors since November 1997. Mr. Daniel is Chairman-Elect of
Integris Health, Inc., a not-for-profit corporation which owns and operates 15
hospitals and numerous other healthcare facilities in Oklahoma.
4
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K. Gordon Greer, 61, has been a Director and Vice Chairman of the Company
since May 1997 and 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 from 1976 to 1984. Mr. Greer currently is Chairman of
the Executive Committee of the Board of Directors.
Robert A. Gregory, 62, 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, 76, 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, and was Vice President and a director of First National
Bank, Muskogee, from 1940 to 1973.
J. Clifford Hudson, 43, is a new nominee for Director. Since April 1995, Mr.
Hudson has served as President and Chief Executive Officer of Sonic Corp.
("Sonic"), a publicly-held company which operates and franchises the largest
chain of drive-in restaurants in the United States. From August 1993 until
April 1995, he was employed at Sonic in various executive offices, including
Chief Operating Officer and Chief Financial Officer. He has served as a
director of Sonic since August of 1993. Since October 1994, Mr. Hudson has
served as Chairman of the Board of the Securities Investor Protection
Corporation, the federally-chartered organization which serves as the insurer of
customer accounts with brokerage firms. H. E. Rainbolt, Chairman of the Board
of the Company, is a director of Sonic. See "Transactions with Management."
J. R. Hutchens, Jr., 70, has been a Director of the Company since August
1984. From 1948 to 1995, he was President of Hutchens Oil Company, a privately-
owned oil and gas company. Since 1995, Mr. Hutchens has owned and operated
Watts Oil Co., a wholesale oil distributor.
William O. Johnstone, 51, 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. and its
subsidiary, City Bank, Oklahoma City, Oklahoma. Since 1996, he has served as
Chairman and Chief Executive Officer of C-Teq, Inc., a privately-held
corporation which provides data processing services to financial institutions.
J. Ralph McCalmont, 62, 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, 67, has been a Director of the Company since August 1984. He
has been involved in the oil and gas industry for over 40 years and, since 1982,
has been managing partner of Moran-K Oil. Since 1980 he has also been a
managing partner of Moran Oil Enterprises. Both Moran-K Oil and Moran Oil
Enterprises are privately-held oil and gas production companies.
Paul B. Odom, Jr., 69, is a new nominee for Director. Since 1950, Mr. Odom
has been involved in commercial and residential land development and property
management through P. B. Odom Enterprises, Inc. He has served on the Board of
Directors of Stockyards Bank, Friendly Bank and Central Bank, all located in
Oklahoma City, Oklahoma, as well as Bank One of Oklahoma City and its holding
company, Bank One Oklahoma Corporation.
David E. Rainbolt, 42, 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. Since January 1997, Mr. Rainbolt has served as
a director of ZymeTx Corp., a publicly-held biotechnology company.
H. E. Rainbolt, 69, has been Chairman of the Board of Directors of the
Company since July 1984 and was its President and Chief Executive Officer from
July 1984 to December 1991. Since January 1996, Mr. Rainbolt
5
<PAGE>
has served as a director of Sonic Corp. H. E. Rainbolt is the father of David
Rainbolt. Since 1997, Mr. Rainbolt has been a partner of Intersouth Partners IV,
a privately-owned venture capital fund.
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 and President, Tulsa Region, of
Boatmen's First National Bank of Oklahoma.
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>
Roy C. Ferguson 51 1992 Regional Executive, BancFirst and Member, Senior Credit Committee
Randy P. Foraker 42 1987 Senior Vice President and Controller, Treasurer and Assistant Secretary
D. Jay Hannah 42 1994 Executive Vice President of Financial Services, BancFirst
Dale E. Petersen 47 1984 Executive Vice President of Asset Quality, BancFirst
</TABLE>
Roy C. Ferguson is currently a Regional Executive of the Bank and member of
the Bank's Senior Credit Committee. Mr. Ferguson was President of BancFirst
Tulsa from 1992 to 1994, and was Executive Vice President of Liberty Bank &
Trust Company N.A. of Tulsa, Oklahoma from 1983 to May 1992.
Randy P. Foraker has been Senior Vice President and Controller, as well as
Treasurer of the Company, since January 1987. Since 1997, he has also served as
Assistant Secretary of the Company. 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 12 times during 1997. 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 Bank's Board of Directors has
standing an Administrative Committee which also reports to the Board of
Directors of the Company.
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 1997, the Audit
Committee was composed of John T. Hannah, J. R. Hutchens, Jr. and Melvin Moran
(Chairman), and met four times.
The Executive Committee has the authority to exercise all the powers of the
Board of Directors during the intervals between full Board meetings, except the
power to amend the Bylaws. Members of the Executive
6
<PAGE>
Committee in 1997 were Jim Daniel, K. Gordon Greer (Chairman), Robert A.
Gregory, David E. Rainbolt and H. E. Rainbolt. The Executive Committee met eight
times during 1997.
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), historically has determined
compensation with respect to all executive officers other than the officers
comprising the Executive Committee and the Administrative Committee itself, and
advises and assists the Board of Directors in all matters concerning the
management of the Company's business. Although the Administrative Committee
determined officer compensation for fiscal 1997, the Executive Committee has now
assumed that function. During 1997, the members of the Administrative Committee
were D. Jay Hannah, J. Ralph McCalmont, Dennis Murphy, Dale E. Peterson, David
E. Rainbolt (Chairman), H. E. Rainbolt and Joe T. Shockley, Jr. The
Administrative Committee met 12 times.
The Compensation Committee of the Company was established to review the
propriety of executive officer compensation with respect to executive officers
who are also members of the Executive Committee and the Administrative
Committee. During 1997, the Compensation Committee was composed of John T.
Hannah, J. R. Hutchens, Jr., William O. Johnstone, Melvin Moran and H. E.
Rainbolt (Chairman). The Compensation Committee met once during 1997 to review
the compensation of the members of the Executive Committee and 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.
The Board of Directors as a whole administers the BancFirst Corporation Stock
Option Plan (the "Plan").
A report from the Compensation Committee, the Administrative Committee and
the Board of Directors is presented under "Compensation of Directors and
Executive Officers - Report of the Compensation Committee, the Administrative
Committee and the Board of Directors on Executive Compensation."
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires directors and certain officers of the Company to file reports
with the Commission reflecting transactions by such persons in the Company's
Common Stock. During and with respect to 1997, 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.
A Form 3 "Initial Statement of Beneficial Ownership of Securities" for
William O. Johnstone, a member of the Board of Directors, was filed late. A
Form 4 "Statement of Changes in Beneficial Ownership" reporting one transaction
for Mike Rogers, Senior Vice President - Human Resources, was 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, 1997, 1996 and 1995.
7
<PAGE>
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
----------------------- ------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
--------------------------- ------ ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
David E. Rainbolt 1997 $170,000 $34,000 -- $11,150(1)
President and Chief Executive Officer 1996 160,000 25,000 -- 9,752(1)
1995 155,000 28,000 -- 8,227(1)
H. E. Rainbolt 1997 125,000 25,000 -- 22,935(2)
Chairman of the Board of Directors 1996 150,000 30,000 -- 23,154(2)
1995 200,000 40,000 -- 24,562(2)
K. Gordon Greer 1997 120,000 24,000 -- 68,498(3)
Vice Chairman 1996 -- -- 30,000 --
1995 -- -- -- --
Robert A. Gregory 1997 145,000 29,000 10,000 11,150(1)
Vice Chairman 1996 140,000 28,000 -- 9,750(1)
1995 135,000 27,000 -- 8,509(1)
Roy C. Ferguson 1997 130,000 26,000 -- 10,935(1)
Regional Executive, BancFirst 1996 128,750 25,000 -- 9,750(1)
1995 125,000 25,000 -- 8,509(1)
</TABLE>
_____________________
(1) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer.
(2) Consists of contributions by the Company to the ESOP for the benefit of the
Named Executive Officer of $9,055, $8,909 and $8,318 for 1997, 1996 and
1995, respectively, and the increase in cash value in excess of premiums
paid by the Company on a split-dollar life insurance policy of $28,106,
$14,245 and $16,244 for 1997, 1996 and 1995, respectively.
(3) Consists of payments made on behalf of the Named Executive Officer with
respect to club membership dues and real estate commissions payable in
connection with the sale of a residence.
OPTION GRANTS
No stock options were granted during the year ended December 31, 1997 to the
Named Executive Officers.
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan and held by the Named Executive
Officers on December 31, 1997. For the purposes of this table, the "value" of
an option is the difference between the market value at December 31, 1997 of the
shares of Common Stock subject to the option and the aggregate exercise price of
such option.
During 1997, none of the Named Executive Officers exercised any options, nor
were any outstanding options repriced by the Company. However, under a special
stock option repurchase program approved by the Board of Directors in August
1997, the Company repurchased certain stock options owned by Messrs. David E.
Rainbolt, H.E. Rainbolt and Robert A. Gregory at prices equal to the difference
between the exercise price of the respective stock options and the fair market
value of the Common Stock on the repurchase date. Accordingly, the effect of
the repurchases is essentially the same as an exercise of the stock options held
by the Named Executive Officers and is reflected in the table below as such.
8
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(2)
---------------------------------------------------------------
OPTION VALUE
NAME EXERCISES RECEIVED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David E. Rainbolt........... 30,000 $ 778,75 ---- ---- $ ---- $ ----
H. E. Rainbolt.............. 10,000 255,000 20,000 ---- 542,500 ----
K. Gordon Greer............. ---- ---- 10,000 20,000 80,000 160,000
Robert A. Gregory........... 5,000 131,875 13,750 11,250 372,969 170,156
Roy C. Ferguson............. ---- ---- 10,000 10,000 266,250 266,250
</TABLE>
- ----------------
(1) Value received is the difference between the fair market value at the
repurchase date and the aggregate exercise price of the repurchased
option.
(2) Based on the December 31, 1997 closing price of the Company's Common
Stock of $33.625
COMPENSATION OF DIRECTORS
Each member of the Board of Directors receives a fee of $500 per regular
quarterly meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the Compensation Committee shared responsibility with the
Administrative Committee for the development and implementation of the Company's
executive compensation policies. Although the Executive Committee has now
assumed the responsibilities of the Administrative Committee with respect to
such matters, during 1997 the Administrative Committee had responsibility for
determining the compensation of all executive officers other than the members of
the Executive Committee and the Administrative Committee itself, the
compensation for whom is determined by the Compensation Committee. During 1997,
the Administrative Committee was composed of D. Jay Hannah, J. Ralph McCalmont,
Dennis Murphy, Dale E. Peterson, David E. Rainbolt, H. E. Rainbolt, and Joe T.
Shockley, Jr., all of whom are executive officers of the Bank (and all of whom
are also, with the exception of Messrs. Hannah, Murphy 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, and William
O. Johnstone, Vice Chairman.
The Company purchases supplies and services from certain companies owned by
Pickard Limited Partnership, a family partnership of which David E. Rainbolt is
the general partner, and H. E. Rainbolt is a limited partner. During 1997, the
Company's purchases of supplies, furniture and equipment from such entities
totaled approximately $114,000. 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 $645,000 for 1997.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE, THE ADMINISTRATIVE COMMITTEE AND THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION
The report of the Compensation Committee, the Administrative Committee and
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
Commission or subject to the Commission'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 Act or the Exchange Act.
To our Stockholders:
During 1997 the Compensation Committee of the Board of Directors was
comprised of John T. Hannah, J. R. Hutchens, Jr., Melvin Moran, William O.
Johnstone and H. E. Rainbolt (Chairman). With the exception of H. E. Rainbolt
and William O. Johnstone, 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 Executive Committee and the Administrative Committee, which
includes the Chief Executive Officer. During 1997, the Administrative Committee
had primary responsibility for determining the compensation of all other
executive officers. During 1997 the Administrative Committee was comprised of
D. Jay Hannah, J. Ralph McCalmont, Dennis Murphy, Dale E. Peterson, David E.
Rainbolt (Chairman), H. E. Rainbolt and Joe T. Shockley, Jr.
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 stockholder values. Each of the Compensation Committee, the
Administrative Committee and the Board of Directors 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 stockholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
stockholders. 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 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. 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 Company's executive officers, including the Chief Executive Officer,
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>
The Company's executive officers also are eligible to participate in the
BancFirst Corporation Stock Option Plan (the "Plan"). Stock options provide
executives the opportunity to acquire an equity interest in the Company and to
share in the appreciation of the stock's value, thereby aligning their interests
with those of the stockholders. The Plan currently is administered by the Board
of Directors. In determining option grants, the Board does not take into
account the amount and value of options currently held, and the Company does not
have a target ownership level of equity holdings by its executives. During
1997, stock options for 84,000 shares were granted to employees of the Company,
at exercise prices of $29.250 to $32.875 per share (the fair market value of the
Common Stock on the dates of grant). Included in this total for 1997 were
options for 30,000 shares of the Company's Common Stock granted to Mr. Daniel,
Vice Chairman and a Director of the Company. No stock options were granted to
any of the Named Executive Officers in 1997
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. The Compensation Committee believes that this is
attributable primarily to Mr. Rainbolt's specific requests that his compensation
as Chief Executive Officer not be increased simply to achieve some notion of
parity with the compensation of chief executive officers of selected peer
companies. Although the Compensation Committee believes that the salary of the
Chief Executive Officer should be determined independent of any consideration of
Mr. Rainbolt's ownership interest in the Company, until 1995 Mr. Rainbolt's
salary was lower, at his specific request, 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 salary to more fairly reflect the
level and quality of Mr. Rainbolt's performance as the Company's Chief Executive
Officer. For 1997, the base salary of the Chief Executive Officer was set at
$170,000, an increase of $10,000 over the amount paid in 1996. Mr. Rainbolt
also received a bonus of $34,000 in 1997. In making decisions regarding CEO
compensation, the Compensation Committee took into account results of operations
of the Company, conditions in the banking industry as a whole and Mr. Rainbolt's
contributions to the Company.
In 1997, the Compensation Committee continued the decreases in base salary
and/or bonus participation initially implemented in 1996 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 and other executive
officers.
The Internal Revenue Code limits 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, 1997. However, the Compensation Committee
and the Administrative Committee intend to monitor executive compensation levels
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, the Administrative Committee and the Board of Directors:
<TABLE>
<CAPTION>
Compensation Committee: Administrative Committee: Board of Directors:
<S> <C> <C> <C>
John T. Hannah D. Jay Hannah K. Gordon Greer J. Ralph McCalmont
J. R. Hutchens, Jr. J. Ralph McCalmont Robert A. Gregory Melvin Moran
Melvin Moran Dennis Murphy John T. Hannah David E. Rainbolt
William O. Johnstone Dale E. Peterson J. R. Hutchens, Jr. H. E. Rainbolt
H. E. Rainbolt David E. Rainbolt William O. Johnstone Joe T. Shockley, Jr.
H. E. Rainbolt
Joe T. Shockley, Jr.
</TABLE>
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, 1997. 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.
NASDAQ NASDAQ
MONTH BFC BANKS MARKET
----- --- ------ ------
3/93 100.00001 100 100
6/93 105.00001 96.642804 101.9198
9/93 108.38493 105.6412 110.51002
12/93 96.757319 103.06828 112.67988
3/94 91.809526 101.82156 107.94053
6/94 109.40825 109.91132 102.8948
9/94 101.94753 111.12939 111,41383
12/94 98.663025 102.69302 110.14282
3/95 103.75335 112.43466 120.07299
6/95 102.14878 124.1342 137.34264
9/95 126.51668 140.12309 153.88511
12/95 124.91004 152.94754 155.76256
3/96 145.96152 159.02383 163.03852
6/96 144.36288 161.67155 176.34647
9/96 164.59771 179.1482 182.62627
12/96 183.16194 202.17587 191.60081
3/97 196.71236 217.02361 181.29353
6/97 225.40902 252.55732 214.52489
9/97 222.14322 297.84892 250.8128
12/97 226.45237 341.11935 235.22055
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.
J. Clifford Hudson, a nominee for director of the Company, is President and
Chief Executive Officer of Sonic. The Company's subsidiary, BancFirst, is a
participant in Sonic's $80 million revolving line of credit. During the last
fiscal year, the largest amount outstanding under that line of credit was
approximately $37 million, of which BancFirst's participation was approximately
$4.6 million.
Additionally, 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.
12
<PAGE>
PROPOSED AMENDMENTS TO
THE CERTIFICATE OF INCORPORATION
The Board of Directors has voted unanimously to authorize certain amendments
to the Company's Amended and Restated Certificate of Incorporation (as amended,
the "Certificate of Incorporation") and to recommend such proposed amendments to
the stockholders for approval. The proposals are as follows:
(i) Consideration of an amendment of the Company's Certificate of
Incorporation to provide for the classification of the Company's Board
of Directors into three classes of directors serving staggered terms
(Proposal No. 2);
(ii) Consideration of an amendment of the Company's Certificate of
Incorporation to provide that stockholders may adopt, amend or repeal
the Bylaws of the Company only by the affirmative vote of at least 66
2/3% of the then-outstanding capital stock entitled to vote for the
election of directors (Proposal No. 3);
(iii) Consideration of an amendment of the Company's Certificate of
Incorporation to provide that the provisions of the Certificate of
Incorporation contemplated by (i) and (ii) above may only be amended
by the affirmative vote of at least 66 2/3% of the then-outstanding
capital stock entitled to vote for the election of directors (Proposal
No. 4); and
(iv) Consideration of an amendment of the Company's Certificate of
Incorporation to provide for certain minimum price and procedural
requirements in connection with certain business combinations
(Proposal No. 5).
The Board of Directors believes that corporate acquisitions and changes in
control can and do occur at prices below realistically achievable levels when
boards of directors do not have measures in place to require a potential
acquiror to negotiate or pay the highest price. While it is possible for such
measures to be misused to resist reasonable takeover actions contrary to a
board's fiduciary obligations, the Board of Directors is aware of, and committed
to, its fiduciary obligations. These proposals are not in response to any
efforts by any parties of which the Company is aware to accumulate the Company's
Common Stock or to obtain control of the Company.
Approval of each of the proposed amendments to the Certificate of
Incorporation requires a Majority Vote on each proposal. Under applicable law,
abstentions will have the same effect as a vote against the proposed amendments
to the Certificate of Incorporation, while shares represented by broker non-
votes will not be included in the vote totals and, therefore, will have no
effect on the outcome of the vote.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENTS TO THE
CERTIFICATE OF INCORPORATION ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS VOTING "FOR" APPROVAL OF EACH OF THE
PROPOSED AMENDMENTS. A DETAILED DESCRIPTION OF EACH PROPOSAL IS SET FORTH
BELOW.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO PROVIDE FOR A CLASSIFIED BOARD OF DIRECTORS
(PROPOSAL NO. 2)
The Board of Directors of the Company has approved an amendment to Article 7
of the Certificate of Incorporation, as more specifically set forth in Annex "A"
to this Proxy Statement, providing for the classification of the Board of
Directors into three classes of directors with staggered terms of office, and
has directed that such amendment be submitted to the stockholders for approval.
This amendment provides for a Board of Directors consisting of not less than
three (3) nor more than twenty-five (25) directors on a classified basis. The
amendment provides for the classification of directors into
13
<PAGE>
three classes as nearly equal in number as possible whose terms of office expire
at different times in annual succession.
Initially, the Board of Directors will consist of 15 directors with five
directors in each of Class I, Class II and Class III. The directors in Class I
will serve until the 1999 Annual Meeting, those in Class II until the 2000
Annual Meeting and those in Class III until the 2001 Annual Meeting. At
present, all of the directors are elected at each Annual Meeting to serve for
one year or until the next election. Under the proposed amendment, a minimum of
one director will be required to be elected each year and directors will serve
for terms of three years, with the exception that by approving this amendment
the terms of the directors to be elected at the 1998 Annual Meeting will expire
variously in 1999, 2000 and 2001. If this proposal is approved, C. L. Craig,
Jr., John T. Hannah, J. Clifford Hudson, J. Ralph McCalmont and Joe T. Shockley,
Jr. will serve as Class I directors, with terms expiring at the Annual Meeting
of Stockholders to be held in 1999; Jim Daniel, Robert A. Gregory, J. R.
Hutchens, Jr., Paul B. Odom, Jr. and H. E. Rainbolt will serve as Class II
directors, with terms expiring at the Annual Meeting of Stockholders to be held
in 2000; and Marion C. Bauman, K. Gordon Greer, William O. Johnstone, Melvin
Moran and David E. Rainbolt will serve as Class III directors, with terms
expiring at the Annual Meeting of Stockholders to be held in 2001. Directors
elected by the Board of Directors to fill vacancies and newly created
directorships resulting from any increase in the authorized number of directors
will hold office until the next election of the class they have been elected to
fill, even though their terms may thereby extend beyond the next annual meeting
of stockholders.
Under Oklahoma law, unless the certificate of incorporation provides
otherwise, directors serving on a classified board of directors may be removed
only for cause. If this proposal is approved, the Company's directors may be
removed from office only for cause by the affirmative vote of the holders of 66
2/3% of the shares entitled to vote in the election of directors. Presently,
all directors of the Company are elected annually and all directors may be
removed, with or without cause, by a Majority Vote. Cumulative voting is not
authorized by the Certificate of Incorporation.
In addition, Oklahoma law provides that, unless the certificate of
incorporation or bylaws provide otherwise, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority vote of the directors then in office or the sole
remaining director. Proposal No. 2 provides that such vacancies and newly
created directorships shall be filled only by a majority of the directors then
in office, even if less than a quorum of the Board of Directors, or the sole
remaining director. Presently, a vacancy created by the removal of a director
may be filled either by (i) a majority vote of the remaining directors of the
Company then in office or (ii) a Majority Vote of the Common Stock.
Proposal No. 2 is designed to promote continuity and stability in the
Company's management and policies and permit it to represent effectively the
interests of all stockholders and to respond prudently to circumstances created
by the demand or actions of a minority stockholder group. Absent the removal or
resignation of directors, two annual elections would be required to replace a
majority of the classified Board of Directors and effect a forced change in the
business and affairs of the Company. Proposal No. 2 may therefore discourage an
individual or entity from acquiring a significant position in the Company's
Common Stock with the intention of obtaining immediate control of the Board of
Directors. The acquiror could, however, immediately effect a change in control
of the Board of Directors by garnering the necessary affirmative vote to amend
the Certificate of Incorporation of the Company to eliminate classification of
the Board.
Proposal No. 2 also makes it more difficult to change directors, even when it
may be considered advantageous or desirable. Stockholders may be precluded from
replacing a director by simply voting for an alternative candidate at an annual
election, in that each director will stand for election only once every three
years. Accordingly, a classified Board of Directors limits stockholder
participation in determining the management of the Company and modifies the
present ability of stockholders to replace Board members. In addition, director
removal from office only for cause by a 66 2/3% stockholder vote will prevent a
third party from gaining control of the Board of Directors by removing incumbent
directors without cause and filling the resulting vacancies with its own
nominees. Moreover, it may have the effect of delaying an ultimate change in
existing management which might be desired by a majority of the stockholders.
14
<PAGE>
However, the Board of Directors believes that the benefits of the proposal
outweigh its possible disadvantages. It is the belief of the Board of Directors
that a director who is performing his or her duties in good faith and in the
best interests of the Company and its stockholders should be able to continue to
represent the interests of all the stockholders for the term for which he or she
was elected.
THE COMPANY RECOMMENDS VOTING "FOR" PROPOSAL NO. 2.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO REQUIRE A 66 2/3% STOCKHOLDER VOTE TO ADOPT,
AMEND OR REPEAL THE COMPANY'S BYLAWS
(PROPOSAL NO. 3)
The Board of Directors of the Company has approved an amendment to Article 7
of the Certificate of Incorporation providing that stockholders may adopt, amend
or repeal the Bylaws only by the affirmative vote of at least 66 2/3% of the
then-outstanding voting stock of the Company, and has directed that such
amendment be submitted to the stockholders for approval. If Proposal No. 3 is
approved by a Majority Vote, Section (A) of Article 7 of the Certificate of
Incorporation shall be amended to become Section (B) and shall read as follows:
"B. The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Corporation;
provided, however, that, in addition to any vote of the holders of any
class or series of stock of this Corporation required bylaw or by this
Certificate of Incorporation, the affirmative vote of the holders of
at least 66 2/3% of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provisions of
the Bylaws of the Corporation."
Currently, the Bylaws may be adopted, amended or repealed by either (i) the
affirmative vote of a majority of the Board of Directors present at a meeting at
which a quorum is present, or (ii) a Majority Vote of the Common Stock. If
Proposal No. 3 is approved by the stockholders, Article 7 of the Certificate of
Incorporation will be amended to require a supermajority stockholder vote to
effect any change in the Bylaws.
Proposal No. 3 is designed to limit stockholders' ability to change the
provisions of the Company's Bylaws without broad support from the Company's
other voting stockholders. The Board of Directors believes that such an
amendment will provide a degree of continuity and that it is in the best
interests of the Company. However, the increase in the stockholder vote
required to amend the Bylaws will make it more difficult for a significant
stockholder to make changes in the Bylaws, including changes designed to
facilitate a business combination or the exercise of control over the Company.
The requirement for a supermajority vote would apply to any stockholders'
amendment of the Company's Bylaws at any time, whether or not related to a
business combination or the acquisition of control.
THE COMPANY RECOMMENDS VOTING "FOR" PROPOSAL NO. 3.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REQUIRE
A 66 2/3% STOCKHOLDER VOTE TO AMEND THE CHARTER PROVISIONS
CONTEMPLATED BY PROPOSAL NO. 2 AND PROPOSAL NO. 3
(PROPOSAL NO. 4)
The Board of Directors of the Company has approved an amendment to the
Certificate of Incorporation, providing that Sections (A) and (B) of Article 7
of the Certificate of Incorporation (if approved by the stockholders at the
Annual Meeting) may only be amended by the affirmative vote of at least 66 2/3%
of the then-outstanding capital stock entitled to vote in the election of
directors, and has directed that such amendment be submitted to the stockholders
for approval. If Proposal No. 4 is approved by a Majority Vote, a new Article
10 to the Certificate of Incorporation shall read as follows:
15
<PAGE>
"ARTICLE 10
Article 7, Sections (A) and (B), of the Certificate of Incorporation
may be (and may only be) amended by the affirmative vote of at least
66 2/3% of all outstanding shares of stock of the Corporation entitled
to vote in the election of directors."
The Certificate of Incorporation does not currently address amendments to the
Certificate of Incorporation by the stockholders, and thus, pursuant to Section
1061 of the Oklahoma General Corporation Act, the Certificate of Incorporation
may be amended by a Majority Vote. If Proposal No. 4 is approved by the
stockholders, Sections (A) and (B) of Article 7 of the Certificate of
Incorporation may be amended only by the affirmative vote of at least 66 2/3% of
the then-outstanding shares of stock entitled to vote in the election of
directors. All other provisions of the Certificate of Incorporation may be
amended by a Majority Vote of the Common Stock.
Proposal No. 4 is designed to limit stockholders' ability to change
particular provisions of the Company's Certificate of Incorporation without
broad support from the Company's other voting stockholders. The Board of
Directors believes that such an amendment will provide a degree of continuity
and that it is in the best interests of the Company. However, the increase in
the stockholder vote required to amend Article 7 of the Certificate of
Incorporation will make it more difficult for a significant stockholder to make
certain changes in the Certificate of Incorporation, including changes designed
to facilitate a business combination or the exercise of control over the
Company. The requirement for a supermajority vote would apply to any
stockholders' amendment of Article 7 of the Company's Certificate of
Incorporation at any time, whether or not related to a business combination or
the acquisition of control.
THE COMPANY RECOMMENDS VOTING "FOR" PROPOSAL NO. 4.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO ADD
CERTAIN MINIMUM PRICE AND PROCEDURAL REQUIREMENTS
IN CONNECTION WITH CERTAIN BUSINESS COMBINATIONS(PROPOSAL NO. 5)
DESCRIPTION OF PROVISION
The Board of Directors has approved and recommends stockholder approval of an
amendment to the Company's Certificate of Incorporation to add a new Article 9,
as more specifically set forth in Annex "B" to this Proxy Statement. The new
Article 9 would require that certain minimum price and procedural requirements,
intended for the protection of the Company and its stockholders as a whole, be
observed by any party that acquires 15% or more of the Company's Common Stock
and then seeks to accomplish a merger or other business combination or
transaction that would eliminate or could significantly change the interests of
the remaining stockholders, unless approved by a majority of Continuing
Directors (as defined below) (the "Fair Price Amendment"). If the specified
requirements of the Fair Price Amendment are not observed by such an acquiring
party, an increased stockholder vote would be required as a condition for a
subsequent business combination. Adoption of the Fair Price Amendment may
significantly affect a third party's interest in acquiring a substantial or
controlling position in shares of Common Stock of the Company, as well as
enhance the ability of the Board of Directors to take action in light of such an
acquisition by a third party.
In connection with the developments discussed above, the Board of Directors
has observed that it has become relatively common in corporate takeover practice
for a third party to pay cash to acquire a substantial or controlling equity
interest in a corporation and then to acquire the remaining equity interest by
paying the balance of the stockholders a price for their shares that is lower
than the price paid to acquire control and/or is in a less desirable form of
consideration, such as securities of the acquiring party that do not have an
established trading market at the time of issue.
In two-tier acquisitions, arbitrageurs and professional investors may be in a
better position to take advantage of a more lucrative first-step acquisition
than many long-term stockholders, who may have to accept a lower price
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in the second step. Changes in the federal securities laws have reduced, but not
eliminated, advantages enjoyed by such arbitrageurs and professional investors.
Moreover, in two-tier transactions, even stockholders who tender their shares in
response to a higher first-step cash tender offer may not be assured that all of
their shares will be accepted, as there are often proration provisions limiting
the number of shares which the acquiring party is obliged to accept at the
higher price. As a result, many stockholders may receive only the average price
offered by the acquiring party for all of the shares of the corporation. In many
cases this average price might not be high enough to have caused a majority of a
corporation's stockholders to tender their shares if the acquiring party's offer
had been to purchase all of the corporation's shares for that average price per
share.
In addition, while federal securities laws and regulations applicable to
business combinations govern the disclosure required to be made to stockholders
in order to consummate such a transaction, they do not assure stockholders that
the terms of the business combination will be fair from a financial standpoint
or that minority stockholders effectively can prevent the consummation of a
business combination that is opposed by its board of directors. Although
Commission rules require the pro rata acceptance of all shares tendered prior to
the expiration of a tender offer, the Commission has recognized that this rule
is not intended to deal with two-tier pricing.
The Board of Directors is concerned that such two-tier pricing tactics may be
unfair to a corporation's stockholders. By their very nature, such tactics tend
(and are often designed) to cause concern on the part of stockholders that, if
they do not act promptly, they risk either being relegated to the status of
minority stockholders in a controlled corporation or being forced to accept a
lower price for all of their shares. Thus, such tactics may pressure
stockholders into selling as many of their shares as possible either to the
acquiring party or in the open market without having the opportunity to make a
considered investment choice between remaining a stockholder of the corporation
or disposing of their shares. Moreover, their very actions in selling their
shares might facilitate an acquiring party's acquisition of a controlling
interest, at which point an acquiring party may be able to force the exchange of
the remaining shares in a business combination for a lower price.
The Fair Price Amendment is designed to deter an acquiring party from
utilizing two-tier pricing and similar inequitable tactics in an attempt to take
over the Company. However, the amendment is not designed to prevent or deter
all tender offers for shares of the Company. It does not affect an offer for
all shares at the same price or preclude offers at different prices. Nor does
the amendment preclude an acquiring party from making a tender offer for some of
the shares of the Company without proposing a Business Combination (as defined
below). Except for the restrictions on Business Combinations, the amendment
will not prevent a holder of a controlling interest in the Company's Common
Stock from exercising control over or increasing its interest in the Company.
Moreover, the holder of a controlling interest could increase its ownership to
66 2/3% by any one or more purchases of shares and potentially meet the
Supermajority vote (as defined herein) requirement of the amendment.
It should be noted that while the Fair Price Amendment is designed to help
assure fair treatment of all stockholders in the event of a takeover attempt, it
is not its purpose to provide assurance that stockholders will receive a premium
price for their shares in a takeover attempt. Accordingly, the Board of
Directors is of the view that the adoption of the Fair Price Amendment would not
preclude the Board of Directors from opposing any future takeover proposal that
it believes not to be in the best interests of the Company and its stockholders,
whether or not such a proposal satisfies the minimum price criteria and
procedural requirements of the amendment.
SUPERMAJORITY VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS
At present, mergers, consolidations, sales of substantially all of the assets
of the Company, the adoption of a plan of liquidation or dissolution of the
Company, and reclassification of securities and recapitalizations of the Company
involving amendments to its Certificate of Incorporation must be approved by a
Majority Vote. Certain other transactions, such as sales of less than
substantially all of the assets of the Company, certain mergers involving wholly
owned subsidiaries of the Company, and recapitalizations and reclassifications
not involving any amendments to the Certificate of Incorporation do not require
stockholder approval. If adopted, the Fair Price Amendment would require the
affirmative vote of the holders of 66 2/3% of the shares of Common Stock
outstanding (including the affirmative vote of the holders of at least 66 2/3%
of the voting power of the then issued and outstanding voting stock not held by
the Interested Stockholder) (the "Supermajority Vote") to approve a Business
Combination involving an Interested Stockholder (as defined below), except in
cases in which either certain price
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criteria and procedural requirements are satisfied or the transaction is
approved by a majority of the Disinterested Directors. In the event the price
criteria and procedural requirements were to be met or the requisite approval of
the Board of Directors were to be given with respect to a particular Business
Combination, the normal requirements of Oklahoma law would apply, and,
accordingly, the affirmative vote of the holders of only a majority of the
outstanding shares of Common Stock entitled to vote would be required, or, for
certain transactions, as noted above, no stockholder vote would be necessary.
Thus, depending upon the circumstances, the Fair Price Amendment would require
Supermajority Vote for a Business Combination in cases in which either a
Majority Vote or no vote is presently required under state law and the
Certificate of Incorporation.
An "Interested Stockholder" is defined in the Fair Price Amendment as any
person (other than the Company or any Subsidiary (which for purposes of the
definition of "Interested Stockholder" means a corporation of which a majority
of each class of equity security is owned, directly or indirectly, by the
Company)) who is (i) the beneficial owner, directly or indirectly, of more than
15% of the voting power of the then outstanding Common Stock; or (ii) an
Affiliate of the Company (as defined by the federal securities laws) and who, at
any time within the two-year period immediately prior to the date in question,
was the beneficial owner, directly or indirectly, of more than 15% of the voting
power of the then outstanding Common Stock; or (iii) an assignee of or other
successor to any shares of Common Stock in a transaction or series of
transactions not involving a public offering that were at any time within the
two-year period immediately prior to the date in question beneficially owned by
an Interested Stockholder. A person shall be deemed a "beneficial owner" of any
Common Stock if such person or any of its Affiliates beneficially owns, directly
or indirectly, or has the right to acquire or to vote such stock.
A "Business Combination" includes the following transactions: (a) any merger
or consolidation of the Company or any Subsidiary (which for purposes of the
definition of "Business Combination" means a corporation of which a majority of
any class of equity securities is owned, directly or indirectly, by the Company)
with an Interested Stockholder or with any other corporation which is, or after
such merger or consolidation would be, an Affiliate of an Interested
Stockholder; (b) any sale, lease, license, exchange, mortgage, pledge, transfer
or other disposition to or with any Interested Stockholder or any Affiliate of
any Interested Stockholder of any assets of the Company or any Subsidiary; (c)
the issuance or transfer by the Company or any Subsidiary of any securities of
the Company or any Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder; (d) the adoption of any plan or proposal for the
liquidation or dissolution of the Company proposed by or on behalf of an
Interested Stockholder or any Affiliate of any Interested Stockholder; or (e)
any reclassification of securities (including any reverse stock split), or
recapitalization of the Company, or any merger or consolidation of the Company
with any of its Subsidiaries or any other transaction (whether or not with or
into or otherwise involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the Company or any
Subsidiary which is directly or indirectly owned by an Interested Stockholder or
any Affiliate of any Interested Stockholder.
A "Continuing Director" is any member of the Board of Directors who is
unaffiliated with an Interested Stockholder and who was a member of the Board of
Directors prior to the date on which the Interested Stockholder became an
Interested Stockholder (the "Determination Date"), and any successor of a
Continuing Director who is unaffiliated with an Interested Stockholder and is
recommended to succeed a Continuing Director by a majority of the total number
of Continuing Directors then on the Board of Directors.
EXCEPTIONS TO HIGH VOTE REQUIREMENTS
A Supermajority Vote would not be required if (1) the transaction has been
approved by a majority of the Continuing Directors or (2) all of the minimum
price criteria and procedural requirements described in paragraphs (a) and (b)
below are satisfied.
(a) Minimum Price Criteria. In general, in a Business Combination involving
cash or other consideration being paid to holders of outstanding Common Stock,
the consideration would be required to be either in cash or in the same form as
the Interested Stockholder has previously paid for shares of such class. In
addition, the fair market value of such consideration (calculated as provided in
the Fair Price Amendment) as of the date of the consummation of the Business
Combination (the "Consummation Date") would be required to meet certain minimum
price criteria described below.
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In the case of payments to holders of the Company's Common Stock, the
aggregate amount of the cash and the fair market value per share (calculated as
provided in the Fair Price Amendment) as of the Consummation Date of
consideration other than cash to be received by such holders would have to be at
least equal to the higher of (i) the highest per share price paid by the
Interested Stockholder for any shares of such Common Stock acquired by it within
the two years immediately prior to the first public announcement of the proposed
Business Combination (the "Announcement Date") or in the transaction in which it
became an Interested Stockholder, whichever is higher, and (ii) the fair market
value (so calculated) per share of such Common Stock on the Announcement Date or
on the Determination Date, whichever is higher. In general, for the purposes of
the Fair Price Amendment, fair market value of such Common Stock on the
Announcement Date or Determination Date would be the highest closing sale price
during the 30-day period immediately preceding the date in question.
Under the minimum price criteria, the fair market value (calculated as
provided in the Fair Price Amendment) of non-cash consideration to be received
by holders of shares of any class of Common Stock in a Business Combination is
to be determined as of the Consummation Date. Where the definitive terms of
such non-cash consideration are established in advance of the Consummation Date,
intervening adverse developments, either in the economy or the market generally
or in the financial condition or business of the Interested Stockholder, could
result in a decline in the originally anticipated fair market value of such
consideration. As a result, a Business Combination which had theretofore been
considered as not requiring either a Supermajority Vote or approval by a
majority of Continuing Directors (because it was expected to satisfy the minimum
price criteria and it satisfied the procedural requirements) could not be
consummated because it would not have received such vote or approval (even if it
had received the vote required by Oklahoma law (without giving effect to the
increase provided for in the Fair Price Amendment) and any separate class vote
required by the terms of any class of then outstanding Common Stock) under
circumstances in which the minimum price criteria are applicable. Thus, an
Interested Stockholder who wishes to use non-cash consideration in a Business
Combination may not know with certainty at the time the Business Combination is
submitted to stockholders whether such consideration will meet the minimum price
criteria. However, an Interested Stockholder could avoid such a situation by
establishing, in advance, terms for the Business Combination whereby the non-
cash consideration was to be finalized by reference to its fair market value on
the Consummation Date. Such an approach, which has been used in connection with
mergers and similar second-step transactions in the past, would help to assure
that the Interested Stockholder would bear the risk of a decline in the actual
market value of the offered consideration prior to the consummation of the
Business Combination.
It should also be noted that if the transaction does not involve any cash or
other property being received by any of the other stockholders, such as a sale
of assets or an issuance of the Company's securities to an Interested
Stockholder, then the price criteria discussed above would not apply and a
Supermajority Vote of stockholders would be required unless the transaction were
approved by a majority of Continuing Directors.
(b) Procedural Requirements. Under the Fair Price Amendment, in order to
avoid the Supermajority Vote requirement, after an Interested Stockholder
becomes an Interested Stockholder it would have to comply with the procedural
requirements, as well as the minimum price criteria, unless the Business
Combination is approved by a majority of Continuing Directors.
Under the Fair Price Amendment, a Supermajority Vote would be required
(unless a majority of the Continuing Directors approves the Business
Combination) if the Company, after the Interested Stockholder has proposed a
Business Combination and prior to the consummation of such Business Combination,
fails to pay full quarterly dividends on its Preferred Stock, fails to increase
the quarterly rate of dividends on shares of Common Stock of the class currently
outstanding as necessary to reflect any recapitalization, reorganization or
similar transaction which has the effect of reducing the number of outstanding
shares of such Common Stock, or reduces the quarterly rate of dividends paid on
such Common Stock (except as necessary to reflect any subdivision of such Common
Stock), unless such failures or reduction are approved by a majority of the
Continuing Directors. This provision is designed to prevent an Interested
Stockholder who controls the necessary voting power or a majority of the Board
of Directors (other than Continuing Directors) from attempting to depress the
market price of the Company's shares prior to consummating a Business
Combination by reducing dividends thereon and thereby reducing the consideration
required to be paid pursuant to the minimum price provisions of the Fair Price
Amendment.
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The Fair Price Amendment would also require a Supermajority Vote on a
proposed Business Combination (unless a majority of the Continuing Directors
approved the Business Combination) if the Interested Stockholder acquired any
additional shares of Common Stock, directly from the Company or otherwise, in
any transaction subsequent to the time it proposes a Business Combination. This
provision is intended to prevent an Interested Stockholder from purchasing
additional shares of Common Stock at prices that are lower than those set by the
minimum price criteria after it proposes a Business Combination.
Additionally, under the Fair Price Amendment, a Supermajority Vote is
required (unless a majority of the Continuing Directors approves the Business
Combination) if the Interested Stockholder receives at any time after it became
an Interested Stockholder, whether in connection with the proposed Business
Combination or otherwise, the benefit of any loans or other financial assistance
or tax advantages provided by the Company (other than proportionately as a
stockholder). This provision is intended to deter an Interested Stockholder
from self-dealing or otherwise taking advantage of its equity position in the
Company by using the Company's resources to finance the proposed Business
Combination or otherwise for its own purposes in a manner not proportionately
available to all stockholders.
Under the Fair Price Amendment, in order to avoid the Supermajority Vote
requirement, a proxy or information statement disclosing the terms and
conditions of a proposed Business Combination and complying with the
requirements of the proxy rules promulgated under the Exchange Act would have to
be mailed to all stockholders of the Company entitled to vote thereon at least
30 days prior to the consummation of a Business Combination, unless the Business
Combination were approved by a majority of the Continuing Directors. This
provision is intended to assure that the Company's stockholders would be fully
informed of the terms and conditions of the proposed Business Combination even
if the Interested Stockholder were not otherwise legally required to disclose
such information to stockholders.
It should be noted that none of the minimum price criteria and procedural
requirements described above would apply in the case of a Business Combination
approved by a majority of the Continuing Directors and that, in the absence of
such approval, all of such requirements would have to be satisfied to avoid the
Supermajority Vote requirement.
Any amendment, alteration, or repeal of Article 9 will require the
affirmative vote of the holders of at least 66 2/3% of the combined voting power
of all issued and outstanding shares of voting stock, voting together as a
single class. Absent this requirement, Oklahoma law would allow an amendment by
Majority Vote.
PURPOSES AND EFFECTS
As previously discussed, a number of publicly held corporations have been the
subject of tender offers for, or other acquisitions of, substantial positions in
their shares. In many cases, such transactions have been followed by proposed
business combinations in which the tender offeror or other purchaser has paid or
proposed to pay a lower price or less desirable form of consideration for the
remaining outstanding shares than the price it paid in acquiring its original
interest. Federal securities laws and regulations govern the disclosure
required to be made to minority stockholders in such transactions, but do not
assure fairness to stockholders of the terms of a business combination.
Moreover, the statutory right of the remaining stockholders of a corporation to
dissent in connection with certain business combinations and receive the "fair
value" of their shares in cash may not be available in all cases or may involve
significant expense, delay, or uncertainty to dissenting stockholders. While
certain courts have expanded the factors that may be taken into consideration in
determining "fair value" for appraisal purposes, stockholders have no assurance
that "fair value" as determined under this standard would be equivalent to the
minimum price as determined pursuant to the Fair Price Amendment. In the case
of many business combinations, including reclassifications or recapitalizations
of the outstanding shares of any class of a corporation's stock, the statutory
right to dissent may not be available at all.
The Fair Price Amendment is intended, in part, to meet these gaps in federal
and Oklahoma law and to prevent certain of the potential inequities of Business
Combinations that involve two or more steps by requiring that in order to
complete a Business Combination that is not approved by a majority of the
Continuing Directors, an Interested Stockholder must either acquire (or assure
itself of obtaining the affirmative votes of) at least 66
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2/3% of the Common Stock prior to the stockholder vote on the Business
Combination, or be prepared to meet the minimum price criteria and procedural
requirements. The Fair Price Amendment is also designed to protect those
stockholders who have not tendered or otherwise sold their shares to a third
party who is attempting to acquire control by helping to assure that at least
the same price and form of consideration are paid to such stockholders in a
Business Combination as were paid to stockholders in the initial step of the
acquisition. In the absence of these changes, an Interested Stockholder who
acquires control of the Company could subsequently, by virtue of such control,
force minority stockholders to sell or exchange their shares at a price that may
not reflect any premium the Interested Stockholder may have paid in order to
acquire its interest. Such a price could be lower than the price paid by the
Interested Stockholder in acquiring control and could also be in a less
desirable form of consideration (e.g., equity or debt securities of the
Interested Stockholder instead of cash).
In many situations, the minimum price criteria and procedural requirements
would require that an Interested Stockholder pay stockholders a higher price for
their shares and/or structure the transaction differently from what would be the
case without the amendment. Accordingly, the Board believes that, to the extent
a Business Combination were involved as part of a plan to acquire control of the
Company, adoption of the Fair Price Amendment would increase the likelihood that
an Interested Stockholder would negotiate directly with the Board. The Board
believes that it is in a better position than individual stockholders of the
Company to negotiate effectively on behalf of all stockholders in that the Board
is likely to be more knowledgeable than most individual stockholders in
assessing the business and prospects of the Company. Therefore, the Board is of
the view that negotiations between the Board and an Interested Stockholder would
increase the likelihood that stockholders in general would receive a higher
price for their shares than otherwise might be obtained.
Although some substantial acquisitions of a corporation's shares are made
without the objective of effecting a subsequent business combination, a
purchaser acquiring control in many cases desires to have the option to
consummate such a business combination. Assuming that to be the case, the Fair
Price Provision would tend to deter a potential purchaser whose objective is to
seek control of the Company at a relatively cheap price, because acquiring the
remaining equity interest would not be assured unless the minimum price criteria
and procedural requirements were satisfied or a majority of Continuing Directors
were to approve the transaction. Adoption of the Fair Price Amendment should
also help to deter the accumulation of large blocks of the Company's shares,
which the Board believes to be potentially disruptive to the stability of
vitally important relationships of the Company with its customers and employees
and which could precipitate a change of control of the Company on terms
unfavorable to the Company's other stockholders.
Tender offers or other non-open market acquisitions of stock are usually made
at prices above the prevailing market price of a corporation's stock. In
addition, acquisitions of stock by persons attempting to acquire control through
market purchases may cause the market price of the stock to reach levels that
are higher than might otherwise be the case. The presence of a fair price
provision may deter such purchases, particularly those of less than all of a
corporation's shares, and may therefore deprive holders of a corporation's
shares of an opportunity to sell their stock at a temporarily higher market
price. Because of the higher percentage requirements for stockholder approval
of any subsequent business combination and the possibility of having to pay a
higher price to other stockholders in such a business combination, a fair price
provision may make it more costly for a third party to acquire control of a
corporation. Thus, the Fair Price Amendment may decrease the likelihood that a
tender offer will be made for less than 66 2/3% of the Company's Common Stock
and, as a result, may adversely affect those stockholders who would desire to
participate in such a tender offer. It should be noted that the provisions of
the Fair Price Amendment would not necessarily deter a person who might be
willing to seek control by acquiring a substantial portion of the Company's
Common Stock when they have no intention of acquiring the remaining shares.
In certain cases, the Fair Price Amendment's minimum price provisions, while
providing objective pricing criteria, could be arbitrary and not indicative of
value. In addition, an Interested Stockholder may be unable, as a practical
matter, to comply with all of the procedural requirements. In these
circumstances, unless an Interested Stockholder were willing to purchase 66 2/3%
of the Company's shares in advance of the stockholder vote on a proposed
Business Combination, it would be forced either to negotiate with the Board and
offer terms acceptable to the Board or to abandon such proposed Business
Combination.
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Another effect of the Fair Price Amendment would be to give veto power to the
holders of a minority of the Common Stock with respect to a proposed Business
Combination that is opposed by a majority of the Continuing Directors but that a
majority of stockholders may believe to be desirable and beneficial.
In addition, because only the Continuing Directors will have the authority to
reduce to a simple majority or eliminate the Supermajority Vote required for a
particular Business Combination, the Fair Price Amendment may tend to insulate
incumbent Directors against the possibility of removal in the event of a
takeover attempt. Conversely, if an Interested Stockholder has replaced all of
the Directors who were in office on the date it became an Interested Stockholder
with nominees of its choice, there would be no Continuing Directors and,
consequently, such Supermajority Vote requirement would apply to any Business
Combination consummated subsequent to such replacement that did not satisfy all
of the minimum price criteria and procedural requirements of the Fair Price
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED FAIR PRICE
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
APPROVAL OF AMENDMENTS TO THE BANCFIRST CORPORATION STOCK OPTION PLAN
(PROPOSAL NO. 6)
Subject to stockholder approval, the Board of Directors has amended the
BancFirst Corporation Stock Option Plan (the "Plan") to (i) increase the
aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of options ("Plan Options") granted under the Plan from
650,000 to 850,000; and (ii) provide for administration of the Plan as permitted
by recent amendments to Rule 16b-3 (the "Rule 16b-3 Amendments") issued by the
Commission under Section 16(b) of the Exchange Act.
The Board of Directors believes that the approval of the foregoing amendments
to the Plan is in the best interests of the Company and its stockholders, as the
availability of an adequate number of shares reserved for issuance under the
Plan and the ability to grant stock options is an important factor in
attracting, motivating and retaining qualified personnel essential to the
success of the Company. As of April 17, 1998, no shares of Common Stock were
available for future option grants under the Plan.
Summary of the Provisions of the Plan
The following summary of the Plan, as proposed to be amended, is qualified in
its entirety by the specific language of the Plan, a copy of which is included
within this Proxy Statement as Annex "C."
The Plan, which is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, provides for the grant of non-qualified stock
options. The Plan is administered by the Board of Directors of the Company,
which includes principal stockholders and employees of the Company or its
affiliates, and may also include participants in the Plan. Pursuant to the
Plan, the Board may delegate administration of the Plan to a committee of the
Board consisting of three or more members, at least a majority of which must be
"Non-Employee Directors" as such term is used in Rule 16b-3. Before the Rule
16b-3 Amendments, in order for stock options granted under a plan to be exempt
from the application of Section 16(b) of the Exchange Act, administration of
such plan with respect to officers subject to Section 16(b) had to be performed
by a committee of directors all of the members of which qualified as
"disinterested persons" within the meaning of then-existing Rule 16b-3.
Consequently, the Plan historically has not been a "16b-3 plan," because it did
not meet the requirements for "disinterested plan administration" imposed by
Rule 16b-3. The term "disinterested person," as well as the requirement that
the Plan be administered by such persons, was eliminated from Rule 16b-3 in
1996. Amended Rule 16b-3 exempts option grants if they are made pursuant to
four alternative methods, including advance approval by the board of directors
and advance approval by a committee of two or more non-employee directors.
Accordingly, it is anticipated that most, if not all, Plan Options granted under
the Plan will be exempt from the application of Section 16(b) of the Exchange
Act.
The maximum number of shares of Common Stock which may be issued upon the
exercise of options granted pursuant to the Plan is proposed to be increased
from 650,000 to 850,000 (subject to adjustment in the
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event of stock dividends, stock splits, reverse stock splits, combinations,
reclassifications, or like changes in the capital structure of the Company). All
Plan Options must be granted, if at all, no later than December 31, 2001.
Options may be granted only to employees (including officers) of the Company
or its subsidiaries. All Plan Options must have an exercise price not less than
the fair market value of the Common Stock on the date of grant. As defined in
the Plan, "fair market value" is stated to be equal to the closing price of the
Common Stock as reported on the Nasdaq Stock Market, Inc. ("Nasdaq") on the date
of grant or, if no closing price is so reported, the closing price of the Common
Stock as reported by Nasdaq on the most recent date next preceding the date of
grant. As of April 17, 1998, the closing price of the Common Stock, as reported
on the Nasdaq National Market System, was $46.00 per share.
The exercise price is payable on exercise of the Plan Option and is payable
in cash, certified check, bank draft or money order, unless otherwise determined
by the Board of Directors. Unless otherwise determined by the Board of
Directors at the time of granting an option, Plan Options vest over a seven year
period at the rate of 25% four years after grant, and 25% per year for each full
year of the optionee's continuous employment with the Company, until the Plan
Option is 100% vested. Except for termination of employment as a result of
retirement or death, if an optionee ceases to be an employee of the Company for
any reason, other than as a result of embezzlement, theft or other violation of
law, the optionee may exercise his or her option (to the extent exercisable at
the time of termination) at any time within 30 days after termination. If an
optionee ceases to be an employee of the Company due to retirement, the optionee
may exercise the option (to the extent exercisable at the time of termination)
at any time within three months after such retirement. If an optionee ceases to
be an employee of the Company due to death, the optionee's estate, personal
representative, or beneficiary shall have the right to exercise the option (to
the extent exercisable at the time of death) at any time within 12 months from
the date of the optionee's death.
During the lifetime of the optionee, a Plan Option generally may be exercised
only by the optionee. Unless otherwise provided by the Committee, no Plan Option
may be assignable except by will, by the laws of descent and distribution, for
the purpose of making a charitable gift or to a revocable trust of which the
optionee is a trustee.
Except as described above, options granted under the Plan may not have a term
in excess of 15 years.
The Board of Directors may terminate or amend the Plan at any time; provided,
however, that without the approval of the stockholders of the Company, the Board
may not amend the Plan to materially increase the total number of shares of
Common Stock covered thereby, materially increase the benefits accruing to
participants under the Plan, or materially modify the requirements as to
eligibility for participation in the Plan.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
The federal tax consequences of stock options are complex and subject to
change. Furthermore, the following summary is intended only as a general guide
to the United States federal income tax consequences of options granted under
the Plan under current law, and does not attempt to describe all potential tax
consequences.
Non-qualified stock options have no special tax status. An optionee
generally recognizes no taxable income as the result of the grant of such an
option. Upon exercise of the option, the optionee normally recognizes ordinary
income with respect to the acquired shares in the amount of the difference
between the option price and the fair market value of the shares on the date of
exercise. Such ordinary income generally is subject to withholding of income
and employment taxes. Upon the sale of stock acquired by the exercise of a non-
qualified stock option, any gain or loss, based on the difference between the
sale price and the fair market value of the shares on the date of recognition of
income, will be taxed as long-term or short-term capital gain or loss, depending
upon the length of time the optionee has held the stock from the date of
recognition of income. No tax deduction is available to the Company with
respect to the grant of a Plan Option or the sale of stock acquired pursuant to
such grant. Provided certain withholding requirements are met, the Company
should be entitled to a deduction equal to the amount of ordinary income
recognized by the optionee as a result of the exercise of the Plan Option.
23
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STOCKHOLDER APPROVAL
A Majority Vote is required for the adoption of the proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO THE
BANCFIRST CORPORATION STOCK PLAN.
RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 7)
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, 1998.
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 Stockholders for the year ended December 31,
1997 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, 1997
(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 STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual Meeting
of Stockholders will be considered by the Board of Directors if the written
proposal, complying with the requirements established by the Commission, is
received at the Company's principal executive offices at 101 North Broadway,
Suite 200, Oklahoma City, Oklahoma 73102, no later than January __, 1999.
24
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ANNEX "A"
Article 7 of the Certificate of Incorporation of the Company shall be
amended by inserting a new Section (A) to read as follows:
(A) The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for
defining and regulating the powers of the Corporation and its
directors and stockholders and are in furtherance and not in
limitation of the powers conferred upon the Corporation by statute:
(1) NUMBER AND ELECTION OF DIRECTORS. The powers of the Corporation
shall be exercised by or under the authority of, and the business
and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. Subject to such rights of
holders of shares of one or more outstanding series of Preferred
Stock to elect one or more directors of the Corporation under
circumstances as shall be provided by or established pursuant to
the Certificate of Incorporation, the number of directors of the
Corporation that shall constitute the Board of Directors shall
not be less than three (3) nor more than twenty-five (25) and
shall be specified from time to time by resolution adopted by the
affirmative vote of a majority of the directors in office at the
time of adoption of such resolution. Whenever the holders of any
one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or
series, to elect directors at an Annual or Special Meeting of
Stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation, or the resolution or
resolutions adopted by the board of directors creating such class
or series, as the case may be, applicable thereto, and such
directors so elected shall not be divided into classes pursuant
to this Article unless expressly provided by such terms.
(2) CLASSES AND TERMS OF DIRECTORS. The Board of Directors shall be
divided into 3 classes: Class I, Class II and Class III. The
terms of office of the directors initially classified shall be as
follows: that of Class I shall expire at the next annual meeting
of stockholders in 1999, Class II at the second succeeding annual
meeting of stockholders in 2000, and Class III at the third
succeeding annual meeting of the stockholders in 2001. At each
succeeding annual meeting of stockholders, successors to the
class of directors whose terms expire at that annual meeting
shall be elected for three-year terms.
If the number of directors changes, any increase or decrease
shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a
vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which
his or her term expires and until his or her successor shall be
elected and shall qualify, subject,
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however, to prior death, resignation, retirement,
disqualification or removal for cause from office.
(3) VACANCIES. Except as otherwise required by law, or by any
provisions established pursuant to the Certificate of
Incorporation with respect to the rights of holders of shares of
one or more outstanding series of Preferred Stock, newly created
directorships resulting from any increase in the authorized
number of directors of the Corporation and any vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification or removal for cause from office of a director
of the Corporation shall be filled only by the affirmative vote
of at least a majority of the remaining directors of the
Corporation then in office, even if such remaining directors
constitute less than a quorum of the Board of Directors, or by
the sole remaining director.
(4) REMOVAL. Any director may be removed from office only for cause
and only by the affirmative vote of not less than 66 2/3% of the
outstanding shares of stock of the Corporation entitled to vote
in the election of directors, given at a meeting of the
stockholders for that purpose.
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ANNEX "B"
ARTICLE 9BUSINESS COMBINATIONS; FAIR PRICE
A. In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly
provided in paragraph B of this Article 9:
1. any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (a) any Interested Stockholder (as
hereinafter defined), or (b) any other corporation, partnership
or other entity (whether or not itself an Interested Stockholder)
which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder;
or
2. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder, including all Affiliates of
the Interested Stockholder, of any assets of the Corporation or
any Subsidiary; or
3. the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of
the Corporation or any Subsidiary to any Interested Stockholder,
including all Affiliates of the Interested Stockholder, in
exchange for cash, securities or other property (or a combination
thereof), other than on a pro rata basis to all holders of Voting
Stock of the same class held by the Interested Stockholder
pursuant to a stock split, stock dividend or distribution of
warrants or rights and other than in connection with the exercise
or conversion of securities exercisable for or convertible into
securities of the Corporation of any of its subsidiaries which
securities have been distributed pro rata to all holders of
Voting Stock; or
4. the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Stockholder or any Affiliates of an Interested
Stockholder; or
5. any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or
any other transaction (whether or not an Interested Stockholder
is a party thereto) which has the effect, directly or indirectly,
of increasing the proportionate share by more than one percent
(1%) of the issued and outstanding shares of any class of equity
or convertible securities of the Corporation or any Subsidiary
which are directly or indirectly owned by any Interested
Stockholder or one or more Affiliates of the Interested
Stockholder;
shall require the affirmative vote of the holders of at least 66 2/3%
of the voting power of the then issued and outstanding Voting Stock,
as hereinafter defined, voting together as a single class, including
the affirmative vote of the holders of at least 66 2/3% of the voting
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power of the then issued and outstanding Voting Stock not Beneficially
Owned directly or indirectly by an Interested Stockholder or any
Affiliate of any Interested Stockholder. Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be permitted, by law or in any agreement
with any national securities exchange or otherwise.
B. The provisions of Section A of this Article 9 shall not be applicable
to any particular Business Combination (as hereinafter defined), and
such Business Combination shall require only such affirmative vote as
is required by law or any other provision of this Certificate of
Incorporation, if the conditions specified in either of the following
paragraph 1 or 2 are met:
1. the Business Combination shall have been approved by a majority
of the Continuing Directors (as hereinafter defined); or
2. all of the following price and procedural conditions shall have
been met:
(a) the aggregate amount of the cash and the Fair Market Value
(as hereinafter defined) as of the date of the consummation
of the Business Combination of consideration other than
cash, to be received per share by the holders of Common
Stock in such Business Combination, shall be at least equal
to the higher of the following:
(i) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired by
it (A) within the two (2) year period immediately prior
to the first public announcement of the proposal of
such Business Combination (the "Announcement Date"), or
(B) in the transaction in which it became an Interested
Stockholder, whichever is higher; and
(ii) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the
Interested Stockholder became an Interested Stockholder
(the "Determination Date"), whichever is higher. and
(b) after such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination:
(i) there shall have been no failure to declare and pay at
the regular date therefor any full quarterly dividends
(whether or not cumulative) on any issued and
outstanding preferred stock, except as approved by a
majority of the Continuing Directors;
(ii) there shall have been no reduction in the annual rate
of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common
Stock), except as approved by a majority of the
Continuing Directors;
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(iii) there shall have been an increase in the annual rate
of dividends as necessary fully to reflect any
recapitalization (including any reverse stock split),
reorganization or any similar reorganization which has
the effect of reducing the number of issued and
outstanding shares of the Common Stock, unless the
failure so to increase such annual rate is approved by
a majority of the Continuing Directors; and
(iv) such Interested Stockholder shall not have become the
Beneficial Owner of any additional Voting Stock except
as part of the transaction which results in such
Interested Stockholder becoming an Interested
Stockholder; and
(c) the consideration to be received by holders of a particular
class of issued and outstanding Voting Stock (including
Common Stock and other than Preferred Stock with respect to
which a majority of the Continuing Directors have approved a
Preferred Stock Designation creating such series that
expressly provides that the provisions of this Article shall
not apply) shall be in cash or in the same form as the
Interested Stockholder has previously paid for shares of
such class of Voting Stock (if the Interested Stockholder
has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration
for such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such
class of Voting Stock previously acquired by it); and
(d) after such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation,
whether in anticipation of or in connection with such
Business Combination or otherwise; and
(e) a proxy or information statement describing the proposed
Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to
stockholders of the Corporation at least thirty (30) days
prior to the consummation of such Business Combination
(whether or not such proxy or information statement is
required to be marked pursuant to such Act or subsequent
provisions).
C. For purposes of this Article 9 the following terms shall have the
following meanings:
1. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. "Beneficial Owner" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations of the
Securities Exchange Act of 1934. In addition, a Person shall be
the "Beneficial Owner" of any Voting Stock which such Person or
any of its Affiliates or Associates has: (a) the right to acquire
(whether such right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise; or (b) the right to
vote pursuant to any agreement, arrangement or understanding (but
neither such Person nor any such Affiliate or Associate shall be
deemed to be the Beneficial Owner of any shares of Voting Stock
solely by reason of a revocable proxy granted for a particular
meeting of the stockholders, pursuant to a public solicitation of
proxies for such meeting, and with respect to which shares
neither such Person nor any such Affiliate of Associate is
otherwise deemed the Beneficial Owner).
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3. "Business Combination" shall mean any transaction described in
any one or more of clauses (1) through (5) of Section A of this
Article 9.
4. "Continuing Director" shall mean any member of the Board who is
unaffiliated with and is not the Interested Stockholder and was a
member of the Board prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director
who is thereafter chosen to fill any vacancy on the Board or who
is elected and who, in either event, is unaffiliated with the
Interested Stockholder and in connection with his or her initial
assumption of office is recommended for appointment or election
by a majority of Continuing Directors then on the Board.
5. "Fair Market Value" shall mean: (a) in the case of stock, the
highest closing sale price during the thirty (30) day period
immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange listed
stocks, or, if such stock is not quoted on the composite tape, on
the New York Stock Exchange, or, if such stock is not listed on
such exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which
such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a
share of such stock during the thirty (30) day period preceding
the date in question on the National Association of Securities
Dealers, Inc. Automated Quotation System or any system then in
use in its stead, or if no such quotations are available, the
fair market value on the date in question of a share of such
stock as determined by the Board in accordance with Section D of
this Article 9; and (b) in the case of property other than cash
or stock, the fair market value of such property on the date in
question as determined by the Board in accordance with Section D
of this Article 9.
6. "Interested Stockholder" shall mean any Person to or which:
(a) itself, or along with its Affiliates, is the Beneficial
Owner, directly or indirectly, of more than fifteen percent
(15%) of the then issued and outstanding Voting Stock; or
(b) is an Affiliate of the Corporation and at any time within
the two (2) year period immediately prior to the date in
question was itself, or along with its Affiliates, the
Beneficial Owner, directly or indirectly, of fifteen percent
(15%) or more of the then issued and outstanding Voting
Stock; or
(c) is an assignee of or has otherwise succeeded to any Voting
Stock which was at any time within the two (2) year period
immediately prior to the date in question beneficially owned
by an Interested Stockholder, if such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
For the purpose of determining whether a Person is an Interested
Stockholder pursuant to paragraph 6 of this Section C, the number
of shares of Voting Stock
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deemed to be issued and outstanding shall include shares deemed
owned through application of paragraph 2 of this Section C but
shall not include any other shares of Voting Stock that may be
issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options or
otherwise.
Notwithstanding anything to the contrary contained in this
Certificate of Incorporation, for purposes of this Certificate of
Incorporation, the term "Interested Stockholder" shall not, for
any purpose, include, and the provisions of Article 9(A) hereof
shall not apply to: (a) the Corporation or any Subsidiary; (b)
any employee stock ownership plan of the Corporation or any
Subsidiary; or (c) any individual, corporation, partnership or
other person, entity or group which "beneficially owned" on April
23, 1998, 15% or more of the outstanding Common Stock of the
Corporation.
8. In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used
in paragraph B of this Article 9 shall include the shares of
Common Stock and/or the shares of any other class of issued and
outstanding Voting Stock retained by the holders of such shares.
9. "Person" shall mean any individual, firm, corporation,
partnership or other entity.
10. "Subsidiary" shall mean any corporation or other entity of which
the Corporation owns, directly or indirectly, securities that
enable the Corporation to elect a majority of the board of
directors or other persons performing similar functions of such
corporation or entity or that otherwise give to the Corporation
the power to control such corporation or entity.
11. "Voting Stock" means all issued and outstanding shares of capital
stock of the Corporation that pursuant to or in accordance with
this Certificate of Incorporation are entitled to vote generally
in the election of directors of the Corporation, and each
reference herein, where appropriate, to a percentage or portion
of shares of Voting Stock shall refer to such percentage or
portion of the voting power of such shares entitled to vote. The
issued and outstanding shares of Voting Stock shall not include
any shares of Voting Stock that may be issuable pursuant to any
agreement, or upon the exercise or conversion of any rights,
warrants or options or otherwise.
D. The Continuing Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article 9, on the basis of
information known to them after reasonable inquiry, all facts
necessary to determine compliance with this Article 9, including,
without limitation:
(i) whether a Person is an Interested Stockholder;
(ii) the number of shares of Voting Stock beneficially owned by any
Person;
(iii) whether a Person is an Affiliate or Associate of another;
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(iv) whether the applicable conditions set forth in paragraph 2 of
paragraph B of this Article 9 have been met with respect to any
Business Combination;
(v) the Fair Market Value of stock or other property in accordance
with paragraph 6 of paragraph C of this Article 9.
E. Nothing contained in this Article 9 shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
F. In addition to any affirmative vote required by applicable law and in
addition to any vote of the holders of any series of Preferred Stock
provided for or fixed pursuant to the provisions of Article 5 of this
Certificate of Incorporation, any alteration, amendment or repeal
relating to this Article 9 must be approved by the affirmative vote of
the holders of at least 66 2/3% of the combined voting power of the
issued and outstanding shares of Voting Stock, voting together as a
single class.
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ANNEX "C"
FOURTH AMENDMENT TO AND RESTATEMENT
OF THE
BANCFIRST CORPORATION STOCK OPTION PLAN
1. PURPOSE. This Fourth Amendment to and Restatement of the BancFirst
Corporation Stock Option Plan (the "Plan") incorporates amendments adopted
by the Board of Directors on April 23, 1998, and intended to be effective
at such date subject to the ratification of such amendments by the
stockholders of BancFirst Corporation (together with its "Subsidiaries," as
defined below, the "Corporation") at the next annual meeting of
stockholders following such adoption by the Board of Directors. The Plan is
intended as an incentive and to encourage stock ownership by certain key
employees and officers of the Corporation in order to increase their
proprietary interest in the Corporation's success.
2. DEFINITIONS. As used herein, the following terms shall have the
corresponding meanings:
2.1. "Committee" shall mean the Board of Directors of the Corporation, or
a duly constituted committee of the Board consisting of three or more
members, at least a majority of which shall be "Non-Employee
Directors" as such term is used in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2.2 "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Corporation.
2.3. "Date of Grant" shall mean the date of grant of a Stock Option
granted hereunder as set forth in the Stock Option Agreement. In the
event of a grant conditioned, among other things, upon stockholder
ratification of this Plan, the date of such conditional grant shall
be the Date of Grant for purposes of this Plan.
2.4. "Employee" shall mean any common-law employee of the Corporation. The
determination of whether or not a person is an Employee of the
Corporation with respect to the grant or exercise of an Incentive
Stock Option shall be made in accordance with the rule of Income Tax
Regulation Section 1.421-7(h) (or successor regulation).
2.5. "Fair Market Value" shall mean, with respect to the exercise of an
option under the Plan, (a) if the Common Stock is listed on a
national securities exchange or the NASDAQ National Market System,
the closing price of the Common Stock for the business day
immediately preceding the day for which the determination is being
made, or (b) if the Common Stock is not then listed on an exchange,
the average of the closing bid and asked prices per share for the
Common Stock in the over-the-counter market as quoted on NASDAQ for
the business day immediately preceding the day for which the
determination is being made, or (c) if the Common Stock is not then
listed on any exchange or quoted on NASDAQ, an amount determined in
good faith by the Committee to be the fair market value of the Common
Stock, after consideration of all relevant factors.
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2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not
intended to qualify for tax treatment as an "incentive stock option"
under Section 422 of the Code.
2.7. "Option Exercise Price" shall mean the price paid for Shares upon the
exercise of a Stock Option granted hereunder.
2.8. "Optionee" shall mean any person entitled to exercise a Stock Option
pursuant to the terms of the Plan.
2.9. "Stock Option" shall mean a stock option giving an Optionee the right
to purchase shares of the Corporation's Common Stock. Stock Options
granted under the Plan shall be Nonqualified Stock Options.
3. ADMINISTRATION.
3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein,
the Committee shall administer the Plan, select the Employees of the
Corporation, including officers of the Corporation, to whom Stock
Options shall be granted, determine the number of Shares to be
subject to each grant, determine the method of payment upon exercise
of each Stock Option, determine all other terms of Stock Options
granted hereunder and interpret, construe and implement the
provisions of the Plan. All questions of interpretation of the Plan
or any Stock Option granted under the Plan shall be determined by the
Committee, and such decisions shall be binding upon all persons
having an interest in the Plan and/or any Stock Option. No member of
the Committee shall be liable for any action or determination made in
good faith, and the members shall be entitled to indemnification and
reimbursement in the manner provided in the Corporation's Certificate
of Incorporation, or as otherwise permitted by law.
3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible
participants who are subject to Section 16(b) of the Exchange Act,
the Plan shall be administered in compliance with the requirements of
Rule 16b-3.
3.3 SECTION 162(m) COMPLIANCE. In the event the Corporation is a
"publicly held corporation" as defined in paragraph (2) of section
162(m) of the Code, as amended by the Revenue Reconciliation Act of
1993 (P.L. 103-66), and the regulations promulgated thereunder
("Section 162(m)"), the Corporation shall establish a committee of
outside directors meeting the requirements of Section 162(m) to
approve the grant of Stock Options which might reasonably be
anticipated to result in the payment of employee remuneration that
would otherwise exceed the limit on employee remuneration deductible
for income tax purposes pursuant to Section 162(m).
4. ELIGIBILITY. The individuals who shall be eligible to participate in the
Plan shall be such key Employees (including officers) of BancFirst
Corporation, or of any corporation ("Subsidiary") in which the Corporation
has proprietary interest by reason of stock ownership or otherwise,
including any corporation in which the Corporation acquires a proprietary
interest after the adoption of this Plan (but only if the Corporation owns,
directly or indirectly, stock possessing
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not less than 50% of the total combined voting power of all classes of
stock in the corporation), as the Committee shall determine from time to
time.
5. STOCK. The stock subject to Stock Options and other provisions of the Plan
shall be shares of the Corporation's authorized but unissued Common Stock
or treasury stock, as determined by the Committee. Subject to adjustment in
accordance with the provisions of Subparagraph 6.7 hereof, the total number
of shares of Common Stock of the Corporation on which Stock Options may be
granted under the Plan shall not exceed in the aggregate 850,000 shares. In
the event that any outstanding Stock Option under the Plan for any reason
expires or is terminated prior to the end of the period during which Stock
Options may be granted, the shares of the Common Stock allocable to the
unexercised portion of such Stock Option may again be subject to a Stock
Option under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to
the Plan shall be evidenced by agreements in such form as the Committee
shall, from time to time, approve. Agreements shall comply with and be
subject to the following terms and conditions:
6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable
in United States Dollars upon the exercise of the Stock Option and may
be paid in cash or by certified check, bank draft or money order
payable to the order of the Corporation, unless otherwise determined
by the Committee.
6.2 NUMBER OF SHARES. The Stock Option shall state the total number of
shares to which it pertains.
6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be not less
than the Fair Market Value of the Common Stock on the Date of Grant.
6.4 TERM OF STOCK OPTIONS. The period during which Stock Options shall be
exercisable shall be fixed by the Committee, but in no event shall an
option be exercisable after the expiration of fifteen (15) years from
the date such option is granted. Subject to the foregoing, options
shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance determine,
which restrictions and conditions need not be the same for all
options.
6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the
time of granting a Stock Option, Stock Options shall be exercisable at
the rate set forth below beginning four years from the Date of Grant.
After becoming exercisable, the Stock Option may be exercised at any
time and from time to time in whole or in part until termination of
the Stock Option as set forth in Sections 6.4 or 6.6.
C-3
<PAGE>
<TABLE>
<CAPTION>
CUMULATIVE
ELAPSED YEARS FROM PERCENT PERCENT
DATE OF GRANT OF SHARES OF SHARES
------------------ ---------- ----------
<S> <C> <C>
less than 4 years 0% 0%
4 to 5 years 25% 25%
5 to 6 years 25% 50%
6 to 7 years 25% 75%
more than 7 years 25% 100%
</TABLE>
6.6 TERMINATION OF EMPLOYMENT. In the event that an Optionee's employment
by the Corporation shall terminate, his Stock Option whether or not
then exercisable shall terminate immediately; provided, however, that
if the termination is not as a result of embezzlement, theft or other
violation of the law, the Optionee shall have the right to exercise
his option (to the extent exercisable at the time of termination) at
any time within 30 days after such termination; provided, further,
that if any termination of employment is related to the Optionee's
retirement with the consent of the Corporation, the Optionee shall
have the right to exercise his Stock Option (to the extent exercisable
up to the date of retirement) at any time within three months after
such retirement; and provided, further, that if the Optionee shall die
while in the employment of the Corporation or within the period of
time after termination of employment or retirement during which he was
entitled to exercise his option as hereinabove provided, his estate,
personal representative, or beneficiary shall have the right to
exercise his Stock Option (to the extent exercisable at the date of
death) at any time within twelve (12) months from the date of his
death.
6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on
which Stock Options may be granted to persons participating under the
Plan, the number of shares thereof covered by each outstanding Stock
Option, and the price per share thereof in each such Stock Option,
shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Corporation
resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of
consideration by the Corporation; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
In the event of a change in the Corporation's Common Stock which is
limited to a change in the designation thereof to "Capital Stock" or
other similar designation, or a change in the par value thereof, or
from par value to no par value, without increase in the number of
issued shares, the shares resulting from any such change shall be
deemed to be Common Stock within the meaning of the Plan.
6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the
stockholders, if the Corporation shall be the surviving or resulting
corporation in any merger or consolidation which does not result in
change of control of the Corporation, any Stock Option granted
hereunder shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Stock
Option would have been
C-4
<PAGE>
entitled. In the event of a dissolution or liquidation of the
Corporation or a merger or consolidation in which the Corporation is
not the surviving or resulting corporation or which results in a
change in control of the Corporation, or a tender or exchange offer
which results in a change in control of the Corporation, the Committee
shall determine: (i) whether all or any part of the unexercisable
portion (as set forth in section 6.5) of any Stock Option outstanding
under the Plan shall terminate; (ii) whether the Stock Options shall
become immediately exercisable; or (iii) whether such Stock Options
may be exchanged for options covering securities of any such surviving
or resulting corporation, subject to the agreement of any such
surviving or resulting corporation, on terms and conditions
substantially similar to a Stock Option hereunder.
6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option
shall be assignable or transferable except as follows:
(a) by will or by the laws of descent and distribution.
(b) for the purpose of making a charitable gift.
(c) to the Optionee as trustee, or to the Optionee and one or more
others as co-trustees, of a revocable trust which allows the
Optionee to amend or revoke the trust at any time. If the
Optionee relinquishes his power to amend or revoke the trust or
resigns as a trustee, the Optionee shall withdraw the option from
the trust prior to the relinquishment of such power or his
resignation as trustee and shall revest title to the option in
the Optionee's individual name. If the trust becomes irrevocable
due to the death of the Optionee, the successor or remaining
trustee(s) shall have the same power to exercise the option under
Section 6.6 hereof as the personal representative. If the
Optionee becomes incapacitated, the date of incapacity shall be
deemed the date of termination of employment under Section 6.6
(whether or not Optionee's employment has already terminated),
and the successor or remaining trustee(s) of the trust shall have
the same right to exercise the option as the Optionee has under
Section 6.6. The Optionee as trustee and any successor or
remaining trustee(s) shall be bound by all the terms and
conditions of the Plan and the Stock Option Agreement entered
into by the Company and Optionee under this Plan.
(d) to the extent set forth in the Stock Option Agreement governing
such Stock Option.
6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock
Option, it is necessary or desirable, in order to comply with any
applicable laws or regulations relating to the sale of securities,
that the Optionee exercising the Stock Option shall agree that he will
purchase the shares that are subject to the Stock Option for
investment and not with any present intention to resell the same, the
Optionee will, upon the request of the Corporation, execute and
deliver to the Corporation an agreement to such effect.
C-5
<PAGE>
6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to shares covered by his Stock Option until
the date of issuance of the shares to him and only after such shares
are fully paid.
6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may
contain such other provisions as the Committee shall deem advisable.
7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the NASDAQ
National Market System. As a result, its liquidity varies widely in
response to supply and demand. Consequently, the Corporation can give no
assurances as to the marketability of shares acquired under the Plan.
8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under the
Plan will be treated as Nonqualified Stock Options by the Internal Revenue
Service. As such, exercise of the Stock Option would generate a taxable
event with the difference between the original Option Exercise Price and
the Fair Market Value of the Common Stock at the time of exercise being
treated as ordinary income.
9. TERM OF PLAN. No Stock Option may be granted after December 31, 2001.
10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall
impose no obligation upon the Optionee to exercise such Stock Option.
11. AMENDMENTS. The Board of Directors may from time to time amend, alter,
suspend, or discontinue the Plan or alter or amend (including decrease of
the Option Exercise Price by cancellation and substitution of options or
otherwise) any and all option agreements granted thereunder; provided,
however, that after the first registration of the Common Stock under
Section 12 of the Securities Exchange Act of 1934, no such action of the
Board of Directors may, without approval of the stockholders of the
Corporation, alter the provisions of the Plan so as to (a) materially
increase the benefits accruing to participants under the Plan; (b)
materially increase the number of securities which may be issued under the
Plan; or (c) materially modify the requirements as to eligibility for
participation in the Plan; and provided, further, that no amendment may,
without the consent of the Optionee, affect any then outstanding Stock
Options or unexercised portions thereof. In addition, the approval of the
Corporation's stockholders shall be sought for any amendment to the Plan or
a Stock Option for which the Committee deems stockholder approval necessary
in order to comply with Rule 16b-3.
C-6
<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 June 15, 1998
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 18th Century
Room of the Westin Hotel at One N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma 73102, on Monday, June 15, 1998, at 10:00
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.
Marion C. Bauman, C. L. Craig, Jr., Jim Daniel, K. Gordon Greer, Robert A.
Gregory, John T. Hannah, J. Clifford Hudson, J. R. Hutchens, Jr., William O.
Johnstone, J. Ralph McCalmont, Melvin Moran, Paul B. Odom, Jr., 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 amend the Company's Certificate of Incorporation to provide for
the classification of the Company's Board of Directors into three classes
of directors serving staggered terms.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's Certificate of Incorporation to provide
that stockholders may adopt, amend or repeal the Bylaws of the Company only
by the affirmative vote of at least 66 2/3% of the then-outstanding capital
stock entitled to vote for the election of directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to amend the Company's Certificate of Incorporation to provide
that the provisions of the Certificate of Incorporation contemplated by
Proposal No. 2 and Proposal No. 3 above may only be amended by the
affirmative vote of at least 66 2/3% of the then-outstanding capital stock
entitled to vote for the election of directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Proposal to amend the Company's Certificate of Incorporation to provide for
certain minimum price and procedural requirements in connection with
certain business combinations.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
(OVER)
<PAGE>
6. Proposal to amend the BancFirst Corporation Stock Option Plan to (i)
increase the aggregate number of shares under the Plan from 650,000 to
850,000; and (ii) provide for administration of the Plan as permitted by
recent amendments to Rule 16b-3, issued by the Securities and Exchange
Commission under Section 16(b) of the Securities Exchange Act of 1934, as
amended.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. Proposal to ratify the Board's selection of Coopers & Lybrand, L.L.P., as
independent auditors of the Company for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
8. 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 ITEMS 2 THROUGH 7, 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 June 15, 1998, 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.
, 1998
----------------------------------
(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.
