BANCFIRST CORP /OK/, S-8, 1998-09-30

BANCFIRST CORP /OK/
S-8, 1998-09-30
NATIONAL COMMERCIAL BANKS

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<PAGE>

As filed with the Securities and Exchange Commission on September 30, 1998
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BANCFIRST CORPORATION
(Exact name of Registrant as specified in its charter)

OKLAHOMA
(State or other jurisdiction of incorporation or organization)

6022 73-1221379
(Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)

101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
(405) 270-1086
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)

1988 Incentive Stock Option Plan of Security Corporation
as assumed by BancFirst Corporation

1993 Incentive Stock Option Plan of Security Corporation
as assumed by BancFirst Corporation

1995 Non-Employee Director Stock Plan of AmQuest Financial Corp.
as assumed by BancFirst Corporation
(Full titles of the plans)

David E. Rainbolt
President and Chief Executive Officer
BancFirst Corporation
101 North Broadway, Suite 200
Oklahoma City, Oklahoma 73102
(405) 270-1086
(Name, address, including zip code, and telephone number,
including area code, of agents for service)

COPIES TO:
JEANETTE C. TIMMONS, ESQ.
Day Edwards Federman Propester & Christensen, P.C.
2900 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 239-2121

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================

TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (3)

- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 116,461 $37.75 $4,396,403 $1,297
====================================================================================================================================

</TABLE>

(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of determining the registration fee and
calculated pursuant to Rule 457(c) based upon the average of the high and
low prices of the Common Stock on the Nasdaq National Market on September
29, 1998, which was $37.75.
(3) The registration fee was calculated pursuant to Rule 457(c), as $295 per $1
million.

<PAGE>

INTRODUCTION

This Registration Statement on Form S-8 is filed by BancFirst Corporation,
an Oklahoma corporation (the "Company," BancFirst or the "Registrant"), relating
to an aggregate 116,461 shares of its common stock, par value $1.00 per share
(the "Common Stock") issuable under the 1988 Incentive Stock Option Plan of
Security Corporation, the 1993 Incentive Stock Option Plan of Security
Corporation and the 1995 Non-Employee Director Stock Option Plan of AmQuest
Financial Corp., all of which have been assumed by BancFirst pursuant to the
Merger Agreement dated May 6, 1998 between BancFirst and AmQuest Financial Corp.
(collectively, the "Plans").

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i) The Company's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;

(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the Annual Report referred to in (i)
above; and

(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A/A (Registration No.
000-14384), filed with the Commission on July 24, 1998, including
any amendment or reports filed for the purpose of updating such
description.

All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

II-2
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 1006(B)(7) of the General Corporation Act of the State of Oklahoma
(the "OGCA") authorizes a corporation in its certificate of incorporation to
eliminate or limit the personal liability of members of its board of directors
to the corporation or its stockholders for monetary damages for violations of a
director's fiduciary duty of care, including acts constituting gross negligence.
Such a provision would have no effect on the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty. In addition,
no such provision may eliminate or limit the liability of a director for
breaching his duty of loyalty to the corporation or its shareholders, failing to
act in good faith, engaging in intentional misconduct or knowingly violating a
law, paying an unlawful dividend or approving an illegal stock repurchase, or
executing any transaction from which the director obtained an improper personal
benefit.

Section 1031 of the OGCA empowers a corporation to indemnify any person who
was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. With respect to actions or suits by or in the right of
the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit. Further, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein.

An indemnification can be made by the corporation only upon a determination
made in the manner prescribed by the statute that indemnification is proper in
the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in the OGCA. The indemnification
provided by the OGCA shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. A corporation also
has the power to purchase and maintain insurance on behalf of any person
covering any liability incurred by such person in his capacity as a director,
officer, employee or agent of the corporation, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability. The indemnification provided by the OGCA shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

II-3
<PAGE>

THE COMPANY'S CHARTER AND BYLAW PROVISIONS

The Company's Amended and Restated Certificate of Incorporation (i) limits
its directors' liability for monetary damages to the Company and its
shareholders for breach of fiduciary duty except under the circumstances
outlined in Section 1006(B)(7) of the OGCA as described above, (ii) provides for
elimination or limitation of liability to the fullest extent permitted should
the OGCA be amended to authorize corporation action further eliminating or
limiting the personal liability of directors and (iii) provides for
indemnification to the fullest extent permitted by Section 1031 of the OGCA.

OTHER ARRANGEMENTS

The Company maintains a directors' and officers' liability insurance policy
insuring its directors and officers against certain liabilities and expenses
incurred by them in their capacities as such and insuring the Company, under
certain circumstances, in the event that indemnification payments are made by
the Company to such directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS.

Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

Exhibit
Number Name of Exhibit
------ ---------------

4.1 1988 Incentive Stock Option Plan of Security Corporation as assumed
by BancFirst Corporation.

4.2 1993 Incentive Stock Option Plan of Security Corporation as assumed
by BancFirst Corporation.

4.3 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as
assumed by BancFirst Corporation.

5.1 Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as
to the legality of the BancFirst Common Stock.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Day Edwards Federman Propester & Christensen, P.C.
(included in Exhibit 5.1).

24.1 Power of Attorney (contained on signature page hereto).

ITEM 9. UNDERTAKINGS.

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof)

<PAGE>

which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, BancFirst
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, and State of Oklahoma, on the
29th day of September, 1998.

BANCFIRST CORPORATION

By: /s/ David E. Rainbolt
-------------------------------------------
David E. Rainbolt
President and Chief Executive Officer

POWER OF ATTORNEY

The officers and directors of BancFirst Corporation whose signature appears
below, hereby constitute and appoint David E. Rainbolt, Joe T. Shockley, Jr. and
Randy P. Foraker, and each of them (with full power to each of them to act
alone), the true and lawful attorney-in-fact to sign and execute, on behalf of
the undersigned, any amendment(s) to this registration statement, and each of
the undersigned does hereby ratify and confirm all that said attorneys shall do
or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Name TITLE DATE
---- ----- ----
<S> <C> <C>

/s/ H. E. Rainbolt Chairman of the Board September 29, 1998
- ------------------------------------- (Principal Executive Officer)
H. E. Rainbolt

/s/ David E. Rainbolt President, Chief Executive September 29, 1998
- ------------------------------------- Officer and Director
David E. Rainbolt (Principal Executive Officer)

/s/ Joe T. Shockley, Jr. Executive Vice President, Chief September 29, 1998
- ------------------------------------- Financial Officer and Director
Joe T. Shockley, Jr. (Principal Financial Officer)

/s/ J. Ralph McCalmont Vice Chairman of the Board September 29, 1998
- ------------------------------------- (Principal Executive Officer)
J. Ralph McCalmont

/s/ Robert A. Gregory Vice Chairman of the Board September 29, 1998
- ------------------------------------- (Principal Executive Officer)
Robert A. Gregory

/s/ William O. Johnstone Vice Chairman of the Board September 29, 1998
- ------------------------------------- (Principal Executive Officer)
William O. Johnstone

/s/ K. Gordon Greer Vice Chairman of the Board September 29, 1998
- ------------------------------------- (Principal Executive Officer)
K. Gordon Greer

/s/ Marion C. Bauman Director September 29, 1998
- -------------------------------------
Marion C. Bauman

/s/ Randy P. Foraker Senior Vice President, Controller September 29, 1998
- ------------------------------------- and Secretary/Treasurer
Randy P. Foraker (Principal Accounting Officer)
</TABLE>

II-6

<PAGE>

EXHIBIT 4.1

1988 INCENTIVE STOCK OPTION PLAN OF

SECURITY CORPORATION

DATED OCTOBER 17, 1988

1. DEFINITIONS

1.1 "Plan" means the 1988 Incentive Stock Option Plan of Security
Corporation.

1.2 "Committee" means the Stock Option Committee of the Board of
Directors of the Company.

1.3 "Company" means the Security Corporation, an Oklahoma Corporation,
and its subsidiaries.

1.4 "Employees" means persons (including officers, regardless of whether
they are also directors) employed by the Company, or a subsidiary thereof, on a
fulltime basis and who are compensated for such employment by a regular salary.

1.5 "Common Stock" means shares of Common Stock of Security Corporation
having a par value of five dollars ($5.00) per share.

1.6 "Option" means the option to purchase shares of Common Stock granted
pursuant to the Plan.

1.7 "Participant" means an eligible employee as described in paragraph 4
hereof, who accepts an Option, or the estate, personal representative or
beneficiary thereof having the right to exercise an Option pursuant to the
provisions of any such Option.

2. PURPOSE. The purpose of the Plan is to provide key employees with a
proprietary interest in the Company through the granting of Options to purchase
shares of Common Stock in order to:

(a) Increase the interest in the Company's welfare of those key
employees who share primary responsibility for the management,
growth and protection of the business of the Company.
<PAGE>

(b) Furnish an incentive to such employees to continue their services
for the Company; and

3. ADMINISTRATION

3.1 The Stock Option Committee shall consist of not less than three (3)
members of the Board of Directors of the Company and members thereof shall serve
at the pleasure of the Board of Directors of the Company. Voting members of the
Committee are not eligible to participate under the Plan during such service.

3.2 The Plan shall be administered by the Committee which shall, among
other things, interpret the Plan, prescribe such rules, regulations and
procedures and take or cause to be taken such additional actions in connection
with the operation of the Plan as the Committee shall deem necessary or
advisable for the administration of the Plan. The Committee may from time to
time, rescind, amend and modify its rules and regulations.

4. ELIGIBILITY

4.1 The Committee may, from time to time, select particular employees
from among those key employees of the Company, or any subsidiary of the Company,
to whom Options are to be granted and upon the grant of such Options, the
selected employees shall become Participants in the Plan.

4.2 Participants must continue to be employees of the Company from the
date of the grant until three (3) months prior to the date of the option
exercise; provided, however, in case termination of employment is by reason of
disability within the meaning of Section 105(d) (4) of the Internal Revenue Code
of 1954, as amended, such disabled Participant must continue to be an employee
of the Company from the date of the grant until one (1) year prior to the date
of the option's exercise.

4.3 No Stock Option shall be granted to any person who is not eligible
to receive
<PAGE>

"Incentive Stock Options" as provided in the Internal Revenue Code of 1954, as
amended.

4.4 No Option shall be granted to an employee, who at the time of the
grant of such Option, owned stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or a
subsidiary of the Company.

4.5 Participants may be granted more than one Option under the Plan and
the grant of an Option will not affect any outstanding Option previously granted
to a Participant under the Plan.

5. NUMBER OF SHARES AVAILABLE FOR OPTIONS

5.1 The Shares of Common Stock subject to Options granted pursuant to
the Plan shall be either shares of authorized but unissued Common Stock or
shares of Common Stock reacquired by the Company. Shares that by reason of the
expiration of an option, or for any other reason, are no longer subject to
purchase pursuant to an Option granted under the Plan, and shares from time to
time rendered in payment of the exercise price of Options, may be made subject
to additional Options granted pursuant to the Plan.

5.2 The maximum aggregate number of shares of Common Stock that may be
issued from time to time pursuant to the exercise of Options granted pursuant to
the Plan shall be twenty thousand (20,000). The Committee may adjust such number
and the exercise price of Options granted hereunder to effect a change in
capitalization of the Company, such as a stock dividend, stock split, reverse
stock split, share combination, exchange of shares, merger, consolidation,
reorganization, liquidation, or the like, of or by the Company.

5.3 If any outstanding Option for any reason expires or is terminated
prior to the expiration date of the Plan, the shares of Common Stock allocable
to the unexercised portion thereof may again be offered under the Plan.

6. THE GRANT OF OPTIONS. Options granted hereunder shall be evidenced
by written stock option agreements containing such terms and provisions as are
recommended and approved from time to time by the Committee but subject to and
not more favorable than the terms of the Plan. The Committee may, from time to
time, require additional terms which the
<PAGE>

Committee deems necessary or advisable. The Company shall execute stock option
agreements upon instruction from the Committee.

7. MAXIMUM AMOUNT OF STOCK SUBJECT TO OPTIONS. The aggregate fair
market value (determined at the time the Option is granted) of the Common Stock
with respect to which incentive stock options are exercisable for the first time
by any employee during any calendar year (under all such plans of the Company)
shall not exceed one hundred thousand dollars ($100,000.00).

8. OPTION EXERCISE PRICE. The purchase price of Common Stock subject
to an Option granted pursuant to the Plan shall be determined by the Committee
on the date of the grant. The price shall not be less than the greater of:

(a) The fair market value of the Common Stock on the date of the grant
of the option;

(b) The par value of the Common Stock subject to the option.

The Committee shall determine the fair market value of the Common Stock on
the date of the grant and shall set forth the determination in its minutes. The
fair market value of the Common Stock shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse.

9. EXERCISE OF OPTION

9.1 The term of each Option shall not be more than ten (10) years from
the date of the granting hereof.

9.2 An Option may be exercised in installments as may be determined by
the Committee at the date of the grant.

9.3 An Option may not be exercised, nor may shares be issued pursuant to
the exercise of an Option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of the
Option shall not have been taken or granted.

10. PAYMENT
<PAGE>

10.1 Full payment for shares purchased upon the exercise of an Option
shall be made at the time of exercise. No shares shall be issued until full
payment has been made and a Participant shall have none of the rights of a
stockholder until shares are issued to him. Any federal, state or local taxes
required to be paid or withheld at the time of exercise shall also be paid or
withheld in full prior to any delivery of shares upon exercise.

10.2 Payment may be made in cash, shares of Common Stock then owned by
the Participant, or in any other form of valid consideration or a combination of
any of the foregoing as required by the Committee in its discretion. Shares
tendered in payment of the exercise price of any Options may be reissued to the
Participant who tendered the shares as part of the shares issuable upon exercise
of other Options granted from time to time pursuant to the Plan.

11. TIME OF GRANTING OF OPTION. The grant of an Option pursuant to the
Plan shall occur only when a written option agreement shall have been duly
executed and delivered by or on behalf of the Company to the Participant. Such
Option shall not be effective unless granted within ten (10) years from the date
this Plan is adopted by the Board of Directors of the Company or the date this
Plan is approved by the stockholders of the Company, whichever is earlier.

12. NON-TRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall not be transferable otherwise than by will or the laws of descent and
distribution and may not be exercised during the lifetime of the Participant
except by such Participant.

13. RIGHTS IN THE EVENT OF DEATH OF PARTICIPANT. If a Participant dies
prior to termination of his rights to exercise an Option in accordance with the
provisions of the option agreement without having exercised his Option as to all
shares covered thereby, the Option may be exercised to the extent of the shares
with respect to which the Option could have been exercised on the date of the
Participant's death by the Participant's estate or a person who acquired the
right to exercise the option by bequest or inheritance or by reason of the death
of the Participant, provided the period during which the Option may be so
exercised shall not continue
<PAGE>

beyond ten (10) years from the date of grant of the Option or one (1) year from
the date of the Participant's death, whichever date comes first.

14. NOTICE UPON DISPOSITION. Participants shall immediately notify the
Company upon sale of any Common Stock acquired pursuant to the exercise of an
Option granted under the Plan if such sale shall occur within two (2) years from
the date of the grant of the Option, or one year from the date of the exercise
of the Option.

15. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee,
any option agreement may provide that the Option holder shall, by accepting an
Option, represent and agree on behalf of himself and his transferees by will or
the laws of descent and distribution that all shares of Common Stock purchased
upon the exercise of the Option will be acquired for investment and not for
resale or distribution, and that upon each exercise of any portion of an Option,
the person entitled to exercise the same shall furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith and for investment and not for
resale or distribution.

16. TERMINATION OF OPTION RIGHTS AND AWARDS. The Committee may provide
for the termination of Options granted hereunder in the case of a Participant's
termination of employment with the Company for the cause of defalcation, theft,
embezzlement, falsification of records with intent to defraud or any act
involving moral turpitude or crime constituting a felony. Upon such termination
of employment, the Participant's rights to exercise any Options granted pursuant
to the Plan shall cease.

17. AMENDMENT OR DISCONTINUATION. The Plan may be amended, altered or
discontinued by the Board of Directors of the Company without the approval of
the stockholders, except:

(a) The Board of Directors shall not have the power or authority to
change the employees or class of employees who are eligible to
participate or the aggregate number of shares which may be issued
pursuant to the exercise of the Options;
<PAGE>

(b) The Board of Directors shall not have the power or authority to
withdraw the administration of the Plan from the Committee;

(c) The Board of Directors shall not have power or authority to decrease
the minimum option price, extend the maximum option period or extend
the term of the Plan;

(d) The Board of Directors shall not have the power or authority to
adversely affect any rights previously granted to any Participant
thereunder, nor will the termination of the Plan affect benefits
theretofore granted to any participant.

In the event any law, or any rule or regulation issued or promulgated by
the Internal Revenue Service, Securities and Exchange Commission, National
Association of Securities Dealers, Inc., any stock exchange upon which the
Common Stock is listed for trading or other governmental or quasi-governmental
agency having jurisdiction over the Company, its Common Stock or the Plan
requires the Plan to be amended, the plan will be amended at the time and all
Options then outstanding will be subject to such amendment.

18. QUALIFICATIONS. All provisions of Section 422A of the Internal
Revenue Code of 1954, as amended, and all other applicable provisions of the
Internal Revenue Code and regulations thereunder that are required in order to
qualify the Options as Incentive Stock Options are incorporated by reference
herein to the extent not already contained herein and in each Option issued
pursuant to the provisions hereof.

19. TERMINATION. Unless sooner terminated by action of the Board of
Directors of the Company, the Plan shall terminate on October 17, 1998, and no
Options may be granted pursuant to the Plan after such date.

20. EFFECTIVENESS. The Plan shall not be effective until approved at
the next regular or special meeting of the Company's stockholders and will be
effective immediately upon said approval.
<PAGE>

RESOLUTION
----------

BE IT RESOLVED by the Stockholders of SECURITY CORPORATION, that the
creation, establishment and operation of the 1988 INCENTIVE STOCK OPTION PLAN of
Security Corporation is hereby authorized and that the written Plan thereof,
dated October 17th, 1988, be and the same is hereby approved.

I, the undersigned, the duly qualified and acting Secretary of SECURITY
CORPORATION, hereby certify that the foregoing is a true and correct copy of a
Resolution legally adopted by the Stockholders of said Corporation and the same
is in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affix the seal of
said Corporation, this 20th day of March, 1989.

/s/ RICHARD DIXON
------------------------------
Richard Dixon,
Secretary

(SEAL)

<PAGE>

EXHIBIT 4.2

1993 INCENTIVE STOCK OPTION PLAN OF

SECURITY CORPORATION

DATED JANUARY 20, 1993

1. DEFINITIONS

1.1 "Plan" means the 1993 Incentive Stock Option Plan of Security
Corporation.

1.2 "Committee" means the Stock Option Committee of the Board of
Directors of the Company.

1.3 "Company" means the Security Corporation, an Oklahoma Corporation,
and its subsidiaries.

1.5 "Common Stock" means shares of Common Stock of Security Corporation
having a par value of five dollars ($5.00) per share.

1.6 "Option" means the option to purchase shares of Common Stock granted
pursuant to the Plan.

2. PURPOSE. The purpose of the Plan is to provide key employees with a
proprietary interest in the Company through the granting of Options to purchase
shares of Common Stock in order to:

(a) Increase the interest in the Company's welfare of those key
employees who share primary responsibility for the management,
growth and protection of the business of the Company.
<PAGE>

(b) Furnish an incentive to such employees to continue their services
for the Company; and

3. ADMINISTRATION

4. ELIGIBILITY

4.2 Participants must continue to be employees of the Company or any
subsidiary of the Company from the date of the grant until three (3) months
prior to the date of the option exercise; provided, however, in case termination
of employment is by reason of disability within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1954, as amended, such disabled Participant must
continue to be an employee of the Company or any subsidiary of the Company from
the date of the grant until one (1) year prior to the date of the option's
exercise.
<PAGE>

4.3 No Stock Option shall be granted to any person who is not eligible
to receive "Incentive Stock Options" as provided in the Internal Revenue Code of
1954, as amended.

4.5 Participants may be granted more than one Option under the Plan and
the grant of an Option will not affect any outstanding Option previously granted
to a Participant under the Plan.

5. NUMBER OF SHARES AVAILABLE FOR OPTIONS

5.2 The maximum aggregate number of shares of Common Stock that may be
issued from time to time pursuant to the exercise of Options granted pursuant to
the Plan shall be fifty thousand (50,000). The Committee may adjust such number
and the exercise price of Options granted hereunder to effect a change in
capitalization of the Company, such as a stock dividend, stock split, reverse
stock split, share combination, exchange of shares, merger, consolidation,
reorganization, liquidation, or the like, of or by the Company.

terms of the Plan. The Committee may, from time to time, require additional
terms which the Committee deems necessary or advisable. The Company shall
execute stock option agreements upon instruction from the Committee.

(a) The fair market value of the Common Stock on the date of the grant
of the option;

(b) The par value of the Common Stock subject to the option. The
Committee shall determine the fair market value of the Common Stock on the date
of the grant and shall set forth the determination in its minutes. The fair
market value of the Common Stock shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse.

9. EXERCISE OF OPTION

9.1 The term of each Option shall not be more than ten (10) years from
the date of the granting hereof.

9.2 An Option may be exercised in installments as may be determined by
the Committee at the date of the grant.

10. PAYMENT
<PAGE>

10.2 Payment may be made in cash, shares of Common Stock then owned by
the Participant, or in any other form of valid consideration or a combination of
any of the foregoing as required by the Committee in its discretion. Shares
tendered in payment of the exercise price of any options may be reissued to the
Participant who tendered the shares as part of the shares issuable upon exercise
of other Options granted from time to time pursuant to the Plan.

Participant's death, whichever date comes first.

17. AMENDMENT OR DISCONTINUATION. The Plan may be amended, altered or
discontinued by the Board of Directors of the Company without the approval of
the stockholders, except:

(b) The Board of Directors shall not have the power or authority to
withdraw the administration of the Plan from the Committee;

(c) The Board of Directors shall not have power or authority to decrease
the minimum option price, extend the maximum option period or extend
the term of the Plan;

18. QUALIFICATIONS. All provisions of Section 422 of the Internal
Revenue Code of 1954, as amended, and all other applicable provisions of the
Internal Revenue Code and regulations thereunder that are required in order to
qualify the Options as Incentive Stock Options are incorporated by reference
herein to the extent not already contained herein and in each Option issued
pursuant to the provisions hereof.

19. TERMINATION. Unless sooner terminated by action of the Board of
Directors of the Company, the Plan shall terminate on January 20, 2003, and no
Options may be granted pursuant to the Plan after such date.

20. EFFECTIVENESS. The Plan shall not be effective until approved at
the next regular or special meeting of the Company's stockholders and will be
effective immediately upon said approval.

<PAGE>

EXHIBIT 4.3

1995 NON-EMPLOYEE DIRECTOR STOCK PLAN OF
AMQUEST FINANCIAL CORP.

1. DEFINITIONS.

1.1 "Director Stock Plan" means the 1995 Non-Employee Director Stock
Plan of AmQuest Financial Corp.

1.2 "Committee" means the Director Stock Option Committee of the Board
of Directors of the Company.

1.3 "Company" means AmQuest Financial Corp., an Oklahoma Corporation,
and all of its present and future subsidiaries.

1.4 "Non-Employee Directors" means persons who are serving as directors
of the Company, or a subsidiary of the Company other than full time employees
who are compensated for such employment by a regular salary.

1.5 "Community Development Board Members" means persons who are
appointed as such by the Board of Directors of the Company or a subsidiary of
the Company other than full time employees of the Company or a subsidiary of the
Company who are compensated for such employment by a regular salary. There shall
be excluded from this definition those persons who are appointed as Community
Development Emeritus Board Members.

1.6 "Community Development Emeritus Board Members" means persons who are
appointed as such by the Board of Directors of the Company or a subsidiary of
the Company other than full time employees of the Company or a subsidiary of the
Company who are compensated for such employment by a regular salary.

1.7 "Common Stock" means shares of Common Stock of AmQuest Financial
Corp. having a par value of one dollar and sixty seven cents ($1.67) per share.

1.8 "Option" means the option to purchase shares of Common Stock granted
pursuant to the Director Stock Plan which is not intended to be and will not be
treated as an Incentive Stock Option as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended from time to time.

1.9 "Participant" means a Non-Employee Director or a Community
Development Board Member or a Community Development Emeritus Board Member who
accepts an Option, or the estate, personal representative or beneficiary of such
Participant having the right to exercise an Option pursuant to the provisions of
any such Option.

2. PURPOSE. The Director Stock Plan is intended to promote the interest of
the Company by affording Non-Employee Directors, Community Development Board
Members and Community Development Emeritus Board Members an opportunity to
acquire a proprietary
<PAGE>

interest in the Company in order to attract and retain Non-Employee Directors,
Community Development Board Members and Community Development Emeritus Board
Members, to provide them with long term financial incentives to increase the
value of the Company, to encourage stock ownership by Non-Employee Directors,
Community Development Board Members and Community Development Emeritus Board
Members and to provide them with a stake in the future of the Company which
corresponds to the stake of each of the Company's Shareholders.

3. ADMINISTRATION.

3.1 The Director Stock Option Committee shall consist of not less than
three (3) members of the Board of Directors of the Company and members thereof
shall be appointed by and serve at the pleasure of the Board of Directors of the
Company.

3.2 The Director Stock Plan shall be administered by the Committee which
shall, among other things, interpret the Director Stock Plan, prescribe such
rules, regulations and procedures and take or cause to be taken such additional
actions in connection with the operation of the Director Stock Plan as the
Committee shall deem necessary or advisable for the administration of the
Director Stock Plan. The Committee may from time to time, rescind, amend and
modify its rules and regulations.

4. ELIGIBILITY.

4.1 The Committee may, from time to time, select which, if any, class or
classes of eligible persons, i.e. Non-Employee Directors of the Company, Non-
Employee Directors of a subsidiary of the Company, Community Development Board
Members or Community Development Emeritus Board Members, should be granted
Options and upon the grant of such Options the recipients shall become
Participants in the Director Stock Plan.

4.2 The number of shares of Common Stock subject to any Option granted
pursuant to the Director Stock Plan shall be determined by the Committee but in
all events:

(a) Each Non-Employee Director of the Company shall receive an Option to
purchase the same number of shares of Common Stock; and

(b) Each Non-Employee Director of a subsidiary of the Company shall
receive an Option to purchase the same number of shares of Common
Stock; and

(c) Each Community Development Board Member shall receive an Option to
purchase the same number of shares of Common Stock.

(d) Each Community Development Emeritus Board Member shall receive an
Option to purchase the same number of shares of Common Stock.

Provided, (i) the number of shares covered by an Option granted to each member
of one of the above classes is not required to be the same as the number of
shares covered by an Option
<PAGE>

granted a member of any other class; and (ii) the number of shares covered by an
Option granted to each Non-Employee Director of each subsidiary of the Company
is not required to be the same.

4.3 The term of each Option shall be fixed by the Committee subject to
the following:

(a) The term of each Option shall not be more than ten (10) years from
the date of the granting of the Option.

(b) Notwithstanding the term stated in the Option Agreement entered into
with respect to the Option the Option shall expire no later than one (1)
year after the (i) death of the participant; or (ii) disability within the
meaning of Section 22(e) (3) of the Internal Revenue Code of 1986 as
amended of the Participant; or (iii) retirement of the Participant; and not
later than six (6) months after the Participant ceases to serve as a
Director or a Community Development Board Member or a Community Development
Emeritus Board Member, as applicable, for any reason other than death,
disability or retirement.

4.4 Participants may be granted more than one Option under the Director
Stock Plan and the grant of an Option will not affect any outstanding Option
previously granted to a Participant under Director Stock Plan.

5. NUMBER OF SHARES AVAILABLE FOR OPTIONS.

5.1 The shares of Common Stock subject to Options granted pursuant to
the Director Stock Plan shall be either shares of authorized but unissued Common
Stock or shares of Common Stock reacquired by the Company. Shares that by reason
of the expiration of an Option, or for any other reason, are no longer subject
to purchase pursuant to an Option granted under the Director Stock Plan and
shares from time to time tendered in payment of the exercise price of Options,
may be made subject to additional Options granted pursuant to the Director Stock
plan.

5.2 The maximum aggregate number of shares of Common Stock that may be
issued from time to time pursuant to the exercise of Options granted pursuant to
the Director Stock Plan shall be one hundred and fifty thousand (150,000). In
the event there is any change in the Common Stock by reason of any dividend or
other distribution, recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, share exchange, or
other similar corporate transaction or events, the number and kind of shares
which may be delivered and the exercise price shall be appropriately adjusted by
the Committee at the time of such event.

5.3 If any outstanding Option for any reason expires or is terminated
prior to the expiration date of the Director Stock Plan, the shares of Common
Stock allocable to the unexercised portion thereof may again be offered under
the Director Stock Plan.

6. THE GRANT OF OPTIONS. The Options granted hereunder shall be evidenced by
<PAGE>

written stock option agreements containing such terms and provisions as are
recommended and approved from time to time by the Committee but subject to and
not more favorable than the terms of the Director Stock Plan. The Committee
may, from time to time, require additional terms which the Committee deems
necessary or advisable. The Company shall execute stock option agreements upon
instruction from the Committee.

7. OPTION EXERCISE PRICE. The purchase price of Common Stock subject to an
Option granted pursuant to the Director Stock Plan shall be determined by the
Committee on the date of the grant. The price shall not be less than the greater
of:

(a) The fair market value of the Common Stock on the date of the grant
of the Option; or

(b) The par value of the Common Stock subject to the Option.

The Committee shall determine the fair market value of the Common Stock on the
date of the grant and shall set forth the determination in its minutes. The fair
market value of the Common Stock shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse.

8. EXERCISE OF OPTION.

8.1 An Option may be exercised at any time in whole or in part as may be
determined by the Committee at the date of the grant, but if in part, in an
amount equal to at least one hundred (100) shares or, if less, the number of
shares remaining to be exercised under the Option.

8.2 An Option may not be exercised, nor may shares be issued pursuant
to the exercise of an Option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of the
Option shall not have been taken or granted.

9. PAYMENT.

9.1 Full payment for shares purchased upon the exercise of an Option
shall be made at the time of exercise. No shares shall be issued until full
payment has been made and a Participant shall have none of the rights of a
stockholder until shares are issued to him. Any federal, state or local taxes
required to be paid or withheld at the time of exercise shall also be paid by
the Participant to the Company or withheld from other compensation due
Participant from the Company in full prior to any delivery of shares upon
exercise.

9.2 Payment may be made in cash, shares of Common Stock owned by the
Participant for a period of six (6) months immediately prior to tender, or in
any other form of valid consideration or a combination of any of the foregoing
as required by the Committee in its discretion. Any shares of Common Stock which
are tendered shall be valued at their fair market value on the date of tender.
Shares tendered in payment of the exercise price of any Options may
<PAGE>

be reissued to the Participant who tendered the shares as part of the shares
issuable upon exercise of other Options granted from time to time pursuant to
the Director Stock Plan.

10. TIME OF GRANTING OF OPTION. The grant of an Option pursuant to the
Director Stock Plan shall occur only when a written option agreement shall have
been duly executed and delivered by or on behalf of the Company to the
Participant. Such Option shall not be effective unless granted within ten (10)
years from the date this Director Stock Plan is adopted by the Board of
Directors of the Company or the date this Director Stock Plan is approved by the
stockholders of the Company, whichever is earlier.

11. NON-TRANSFERABILITY OF OPTIONS. Options granted under the Director Stock
Plan shall not be transferable otherwise than by will or the laws of descent and
distribution and may not be exercised during the lifetime of the Participant
except by such Participant. If a Participant dies prior to termination of his
rights to exercise an Option in accordance with the provisions of the option
agreement without having exercised his Option as to all shares covered thereby,
the Option may be exercised to the extent of the shares with respect to which
the Option could have been exercised on the date of the Participant's death by
the Participant's estate or person who acquired the right to exercise the Option
by bequest or inheritance or by reason of the death of the Participant provided
that the Option is exercised during the period required by the written option
agreement and within one (1) year from the Participant's date of death.

12. VALUE OF COMMON STOCK ON DATE OF EXERCISE OF OPTION. The value of
the Common Stock subject to an Option shall be determined by the Committee as of
the date of the exercise of the Option. Such value shall not be less than the
fair market value as determined by the Committee of the Common Stock on the date
of the exercise of the Option.

13. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee, any
option agreement may provide that the Option holder shall, by accepting an
Option, represent and agree on behalf of himself and his transferees by will or
the laws of descent and distribution that all shares of Common Stock purchased
upon the exercise of the Option will be acquired for investment and not for
resale or distribution, and that upon each exercise of any portion of an Option,
the person entitled to exercise the same shall furnish evidence satisfactory to
the Company (including a written and signed representation) to the effect that
the shares are being acquired in good faith and for investment and not for
resale or distribution. The Company shall not be required to register any Common
Stock issued pursuant to the exercise of an Option. A "restrictive legend" will
be affixed to all share certificates issued upon exercise of an option granted
pursuant to the Director Stock Plan.

14. AMENDMENT OR DISCONTINUATION. The Director Stock Plan may be amended,
altered or discontinued by the Board of Directors of the Company without the
approval of the stockholders, except:

(a) The Board of Directors shall not have the power or authority to
change the individuals or the class of individuals who are eligible
to participate or the aggregate number of shares which may be issued
pursuant to the exercise of the Options;
<PAGE>

(b) The Board of Directors shall not have the power or authority to
withdraw the administration of the Director Stock Plan from the
Committee;

(c) The Board of Directors shall not have the power or authority to
decrease the minimum option price, extend the maximum option period
or extend the term of the Director Stock Plan;

(d) The Board of Directors shall not have the power or authority to
adversely affect any rights previously granted to any Participant
thereunder, nor will the termination of the Director Stock Plan
affect benefits theretofore granted to any Participant.

In the event any law, or any rule or regulation issued or promulgated by
the Internal Revenue Service, Securities and Exchange Commission, National
Association of Securities Dealers, Inc., any stock exchange upon which the
Common Stock is listed for trading or other governmental or quasi-governmental
agency having jurisdiction over the Company, its Common Stock or the Director
Stock Plan requires the Director Stock Plan to be amended, the Director Stock
Plan will be amended at the time and all Options then outstanding will be
subject to such amendment.

15. TERMINATION. Unless sooner terminated by action of the Board of Directors
of the Company, the Director Stock Plan shall terminate on March 30, 2005 and no
Options may be granted pursuant to the Director Stock Plan after such date.

16. EFFECTIVENESS. The Director Stock Plan shall not be effective until
approved at the next regular or special meeting of the Company's stockholders
and will be effective immediately upon said approval.

<PAGE>
EXHIBIT 5.1

[Letterhead of Day, Edwards, Federman, Propester & Christensen, P.C.]

September 30, 1998

BancFirst Corporation
101 N. Broadway
Suite 200
Oklahoma City, OK 73102

RE: BancFirst Corporation Stock Option Plan;
Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to BancFirst Corporation, an Oklahoma corporation (the
"Company"), in connection with the proposed registration by the Company of
116,461 shares of the Company's $1.00 par value common stock (the "Shares")
issuable to eligible employees and non-employee directors of the AmQuest
Financial Corp. ("AmQuest") under the 1998 Incentive Stock Option Plan of
Security Corporation, the 1993 Incentive Stock Option Plan of Security
Corporation and the 1995 Non-Employee Directors' Stock Option Plan of AmQuest,
all of which have been assumed by the Company pursuant to the Merger Agreement
dated May 6, 1998, between the Company and AmQuest (collectively, the "Plans").
The Shares are being registered pursuant to that certain Registration Statement
on Form S-8 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, as such Registration Statement may be
subsequently amended or supplemented (the Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement").

In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the Shares; (iii) the
Plans; and (iv) such other documents and instruments as we have deemed necessary
for the expression of the opinion contained herein.

In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or
<PAGE>

photostatic copies. As to various questions of fact material to this opinion and
as to the content and form of the Certificate of Incorporation, Bylaws, minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent we deem appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent review or
verification of their accuracy.

Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
issuable upon exercise according to the terms of the Plans are validly
authorized and, when issued in accordance with the terms of the Plan, and
assuming no change in the law or facts as exist as of the date hereof, will be
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

DAY, EDWARDS, FEDERMAN,
PROPESTER & CHRISTENSEN, P.C.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 30, 1998 and March 27, 1996
appearing in BancFirst Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997.

PricewaterhouseCoopers LLP

Oklahoma City, OK
September 29, 1998